CTRI 8-K
Centuri Holdings, Inc. (CTRI)
8-K
2026-08-04
For: 2026-08-04
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Added on
August 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 4, 2026
______________________
(Exact Name of Registrant as Specified in its Charter)
______________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (623 ) 582-1235
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
We are furnishing the disclosure in this Item 2.02 in connection with the disclosure of information in the form of the textual information from a press release issued on August 4, 2026.
The information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
The text included with this Current Report on Form 8-K is available on our website at www.centuri.com, although we reserve the right to discontinue that availability at any time.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTURI HOLDINGS, INC. | ||||||||
Date: August 4, 2026 | By: | /s/ Gregory A. Izenstark | ||||||
Gregory A. Izenstark | ||||||||
Executive Vice President, Chief Financial Officer and duly authorized officer | ||||||||
Exhibit 99.1
PRESS RELEASE
| Contacts: | For Centuri investors, contact: | For Centuri media information, contact: | |||||||||
| Nate Tetlow | Jennifer Russo | ||||||||||
| (480) 851-8426 | (602) 781-6958 | ||||||||||
| [email protected] | [email protected] | ||||||||||
FOR IMMEDIATE RELEASE
August 4, 2026
CENTURI REPORTS SECOND QUARTER 2026 RESULTS AND RAISES FULL YEAR 2026 GUIDANCE
PHOENIX, AZ – August 4, 2026 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the second quarter ended June 28, 2026.
Second Quarter 2026 Results and Highlights
•Achieved company record quarterly Revenue of $962.0 million, a 33% increase versus the second quarter of 2025
•Produced Gross Profit of $69.1 million, a 2% increase from the same period last year
•Delivered Base Revenue and Base Gross Profit of $959.5 million and $75.7 million, respectively, representing increases of 36% and 21% versus the second quarter of 2025
•Reported Net Income of $6.1 million and Adjusted Net Income of $24.4 million, 44% higher than last year's same-period Adjusted Net Income
•Recorded Adjusted EBIT of $40.5 million, an 8% increase year-over-year
•Realized Adjusted EBITDA of $75.7 million, a 5% increase year-over-year
•Secured bookings of nearly $850 million, bringing year-to-date bookings to $2.2 billion and book-to-bill ratio to 1.3x
•Expanded opportunity pipeline by 23% to a record $16 billion, highlighting continued end-market strength
•Closed the acquisition of JJ White, Inc ("JJ White"), adding scale and key capabilities to the Union Electric segment
First-Half 2026 Results Summary
•Revenue of $1.69 billion and Base Revenue of $1.65 billion, 32% and 33% higher than last year, respectively
•Gross Profit of $104.9 million and Base Gross Profit of $103.8 million, 19% and 35% higher than last year, respectively
"Our second quarter results reflect tremendous year-over-year growth, including record quarterly revenue and a 21% year-over-year increase in Base Gross Profit," said Centuri President & CEO Christian Brown. "The business has delivered a trailing 12-month Base Gross Profit Margin of 7.8%, compared to 7.4% a year ago, underscoring sustained improvement in profitability. Notably, trailing 12-month margins expanded even as higher fuel prices created an estimated $6 million headwind in the second quarter, highlighting the strength and resilience of the underlying business. We are focused on driving higher-margin work into our backlog and delivering sustainable long-term growth. Our end-markets continue to display growth as evidenced by our $16 billion opportunity pipeline and approximately $2.5 billion of outstanding bids, which is up 15% from last quarter."
"In addition to our growing organic opportunities, we are excited about the recently announced acquisition of JJ White and want to welcome the team to Centuri. Consistent with our strategy laid out earlier this year, the acquisition adds scale in our Union Electric segment, strengthens our mechanical and electrical construction services, and adds in-plant construction services across several end-markets including data centers."
"During the first half of 2026, we organically increased our workforce by approximately 18%, or 1,700 employees, consistent with our backlog and Base Revenue growth. In addition, during the second quarter, and specifically aligned with our strategy to expand margins and mitigate seasonality within the U.S Gas business, we invested a further $3 million into resources, mobilization and ramp up. This planned investment into our U.S Gas business capacity is expected to deliver a meaningful impact to gross profit and margins in the third quarter and across subsequent quarters. For the second half of 2026, we forecast the overall Centuri Base Gross Profit Margin to be approximately 9.0%, which fully aligns with the expectations set within our Vision One Centuri strategy."
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Management Commentary
Second quarter 2026 revenue increased by $237.9 million, or 33%, to $962.0 million, and Gross Profit was $69.1 million compared to $67.8 million in the prior year quarter. Revenue growth was broad-based across all segments, with Canadian Operations leading at 48%, followed by U.S. Gas at 45%, Union Electric at 23%, and Non-Union Electric at 11%.
Net Income Attributable to Common Stock in the second quarter was $6.1 million compared to $8.1 million in the prior year. Adjusted Net Income for the second quarter was $24.4 million, a 44% increase compared to the same quarter last year. Adjusted EBIT in the second quarter was $40.5 million compared to $37.6 million in the prior year quarter, an 8% year-over-year increase. Adjusted EBITDA in the second quarter was $75.7 million compared to $71.8 million in the prior year quarter, a 5% year-over-year increase.
Base Revenue, Base Gross Profit, and Base Gross Profit Margin are non-GAAP measures that exclude the impact of storm restoration services, which are highly unpredictable, and the City of Chicago reversal, as described below. Base Revenue in the second quarter was $959.5 million versus $707.0 million in the prior year quarter, a 36% increase. Base Revenue growth was primarily driven by new bid and Master Service Agreement ("MSA") contracts in the U.S. Gas segment, new bid work in the Union Electric segment, the inclusion of Connect Utility Services in the Canadian Operations segment, and increased volumes under new and existing MSA in the Non-Union Electric segment. Base Gross Profit was $75.7 million in the second quarter, a 21% increase from $62.8 million reported in the same quarter last year. Gross Profit Margin was 7.2% in the second quarter, while Base Gross Profit Margin declined to 7.9% in the second quarter from 8.9% in the year prior, driven primarily by increased fuel costs and labor mobilization costs associated with the increase in headcount during the first half of 2026.
The Company estimates that second quarter results were negatively impacted by approximately $6 million due to higher fuel prices across its business and approximately $3 million due to investment in resources, mobilization, and ramp up associated with increased headcount in the U.S Gas segment. Together, these items had approximately 95 basis point impact on Base Gross Profit Margin.
In the second quarter of 2026, the Company wrote down all remaining accounts receivables and contract assets related to work completed for the City of Chicago prior to 2020 (the "City of Chicago reversal"). The determination was made following an opinion and order issued on April 20, 2026 by the Circuit Court of Cook County, Illinois. The write-down reduced second quarter U.S. Gas revenue by $9.0 million and the Company no longer has any amounts recorded as receivables or contract assets related to this matter. The Company has excluded this one-time item from certain of its Non-GAAP financial measures. See "Non-GAAP Financial Measures" below.
Centuri's Net Debt to Adjusted EBITDA Ratio was 2.6x as of June 28, 2026, which compares to 3.7x as of June 29, 2025.
Commercial Update
During the second quarter of 2026, Centuri secured nearly $850 million in total bookings, representing a book-to-bill ratio of 0.9x. Bookings for the quarter included nearly $400 million of new bid awards, including a $125 million data center award, approximately $200 million of new or expanded MSA awards and approximately $250 million of MSA renewals.
Total bookings year-to-date reached approximately $2.2 billion, representing a book-to-bill ratio of 1.3x. For full year 2026, the Company is targeting a book-to-bill ratio of approximately 1.2x.
As of quarter-end, Centuri had a backlog of approximately $6.4 billion, an 8% increase from year-end 2025 and a 21% increase from the second quarter last year. The opportunity pipeline expanded to $16 billion at quarter-end, up 23% from the first quarter 2026, driven by continued end-market strength.
Strategic Acquisition
As previously announced, on July 20, 2026 the Company completed the acquisition of JJ White, a leading provider of union industrial, mechanical and electrical maintenance and construction services. Total cash consideration paid was approximately $62 million, subject to customary post-closing adjustments. With nearly 1,000 employees, JJ White brings expertise across power generation, industrial, data centers, and other industrial end markets. At closing, JJ White had approximately $315 million of backlog and an opportunity pipeline of approximately $2.8 billion. The Company expects
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the annual gross profit contribution to be more than $20 million, with gross profit margins consistent with Centuri’s business. The Company expects the acquisition to be immediately accretive to Adjusted Net Income.
Full Year 2026 Financial Guidance
The Company has updated full year 2026 guidance, which includes anticipated contributions from JJ White and approximately $5 million of incremental expense associated with elevated fuel prices, assuming current fuel price levels persist through the third quarter.
Base Revenue and Base Gross Profit do not include contributions from storm restoration services, which are highly unpredictable. While storm restoration services remain a key capability of the Company management believes these non-GAAP measures are more suitable for evaluating fundamental business performance and for comparison purposes.
•Base Revenue of $3.5 to $3.7 billion
•Base Gross Profit of $270 to $290 million
Adjusted EBITDA and Adjusted Net Income are non-GAAP measures that include contributions from storm restoration services. Guidance for these measures and Revenue include estimated contributions from storm restoration services based on three-year (2023-2025) averages of $88 million of storm restoration services revenue and $28 million of storm restoration services gross profit.
•Revenue of $3.59 to $3.79 billion
•Adjusted EBITDA of $285 to $310 million
•Adjusted Net Income of $60 to $75 million
The Company also expects Net Capital Expenditures of $60 to $75 million in 2026.
Please review the second quarter investor presentation for more information related to our full year 2026 Guidance and historical storm restoration services contributions.
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Centuri Holdings, Inc. Supplemental Segment Data (In thousands, except percentages) (Unaudited) | ||||||||
Segment Results
The following table summarizes our revenue and gross profit for the periods indicated by segment, as well as the dollar and percentage change from the prior year period. Gross margins are calculated by dividing gross profit by revenue.
Fiscal three months ended June 28, 2026 compared to the fiscal three months ended June 29, 2025
| Fiscal Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | $ | % | |||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 489,520 | 50.9 | % | $ | 336,834 | 46.5 | % | $ | 152,686 | 45.3 | % | |||||||||||||||||||||||
| Canadian Operations | 81,438 | 8.5 | % | 55,111 | 7.6 | % | 26,327 | 47.8 | % | ||||||||||||||||||||||||||
| Union Electric | 224,167 | 23.3 | % | 182,239 | 25.2 | % | 41,928 | 23.0 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 166,861 | 17.3 | % | 149,868 | 20.7 | % | 16,993 | 11.3 | % | ||||||||||||||||||||||||||
| Consolidated revenue | $ | 961,986 | 100.0 | % | $ | 724,052 | 100.0 | % | $ | 237,934 | 32.9 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
U.S. Gas (1) | $ | 20,647 | 4.2 | % | $ | 26,424 | 7.8 | % | $ | (5,777) | (21.9 | %) | |||||||||||||||||||||||
| Canadian Operations | 13,042 | 16.0 | % | 9,485 | 17.2 | % | 3,557 | 37.5 | % | ||||||||||||||||||||||||||
| Union Electric | 20,195 | 9.0 | % | 15,355 | 8.4 | % | 4,840 | 31.5 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 15,258 | 9.1 | % | 16,537 | 11.0 | % | (1,279) | (7.7 | %) | ||||||||||||||||||||||||||
| Consolidated gross profit | $ | 69,142 | 7.2 | % | $ | 67,801 | 9.4 | % | $ | 1,341 | 2.0 | % | |||||||||||||||||||||||
(1)This includes the impact of the $9.0 million City of Chicago reversal. Base gross profit margin excluding the impacts of the reversal was 5.9%.
Fiscal six months ended June 28, 2026 compared to the fiscal six months ended June 29, 2025
| Fiscal Six Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | $ | % | |||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 774,019 | 45.9 | % | $ | 534,528 | 42.0 | % | $ | 239,491 | 44.8 | % | |||||||||||||||||||||||
| Canadian Operations | 141,466 | 8.4 | % | 94,895 | 7.4 | % | 46,571 | 49.1 | % | ||||||||||||||||||||||||||
| Union Electric | 428,236 | 25.4 | % | 357,707 | 28.1 | % | 70,529 | 19.7 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 341,439 | 20.3 | % | 287,003 | 22.5 | % | 54,436 | 19.0 | % | ||||||||||||||||||||||||||
| Consolidated revenue | $ | 1,685,160 | 100.0 | % | $ | 1,274,133 | 100.0 | % | $ | 411,027 | 32.3 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
U.S. Gas (1) | $ | 14,312 | 1.8 | % | $ | 11,568 | 2.2 | % | $ | 2,744 | 23.7 | % | |||||||||||||||||||||||
| Canadian Operations | 22,142 | 15.7 | % | 16,564 | 17.5 | % | 5,578 | 33.7 | % | ||||||||||||||||||||||||||
| Union Electric | 38,429 | 9.0 | % | 27,168 | 7.6 | % | 11,261 | 41.4 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 30,017 | 8.8 | % | 32,829 | 11.4 | % | (2,812) | (8.6 | %) | ||||||||||||||||||||||||||
| Consolidated gross profit | $ | 104,900 | 6.2 | % | $ | 88,129 | 6.9 | % | $ | 16,771 | 19.0 | % | |||||||||||||||||||||||
(1)This includes the impact of the $9.0 million City of Chicago reversal. Base gross profit margin excluding the impacts of the reversal was 3.0%.
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Conference Call Information
Centuri will conduct a conference call today, Tuesday, August 4, 2026 at 10:00 AM ET / 7:00 AM PT to discuss its second quarter and other business highlights. The conference call will be webcast live on the Company’s investor relations (IR) website at https://investor.centuri.com. The conference call can also be accessed via phone by dialing (585) 542-9983 or (833) 461-5787. The meeting ID is 959 971 025. An investor presentation is also available on Centuri's IR website. A replay of the earnings call will be available on Centuri’s IR website approximately two hours after the call’s conclusion and will be active for one year.
About Centuri
Centuri Holdings, Inc. is a strategic utility and energy infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.
Investors should note that we announce material financial information in Securities and Exchange Commission ("SEC") filings, press releases and public conference calls. Based on guidance from the SEC, we may use the IR 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 into, this press release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as “will,” “predict,” “continue,” “forecast,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “may” and “assume,” as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include (without limitation) statements regarding sustaining our growth trajectory in 2026; our ability to strengthen our operating and support functions, and to achieve sustainable growth; our expectations around the North American energy infrastructure industry and the market for bid project activity; our ability to achieve a book-to-bill ratio of approximately 1.2x for the full year 2026; the number ranges, assumptions, targets and other statements presented in our Full Year 2026 Financial Guidance; expected margin improvements for the second half of 2026; and expectations regarding the acquisition of JJ White, including the accretive nature thereof. A number of important risks, uncertainties and other factors affecting the business and financial results of Centuri could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, capital market risks and the impact of general economic, political, regulatory, weather-related, or industry conditions and those detailed from time to time in Centuri’s reports filed with the SEC, including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. The statements in this press release are (i) made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise, and (ii) based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Except to the extent required by applicable law, Centuri does not assume any obligation to update or revise the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise. You are cautioned not to place undue reliance on these forward-looking statements.
Backlog
Backlog represents contracted revenue on existing bid agreements as well as estimates of revenue to be realized over the contractual life of existing long-term MSAs. The contractual life of an MSA is defined as the stated length of the contract including any renewal options stated in the contract that we believe our customers are reasonably certain to execute.
Book-to-bill Ratio
Book-to-bill ratio represents the ratio of total bookings in a period to total revenue recognized in the same period.
Opportunity Pipeline
Opportunity pipeline represents our current unweighted bids and opportunities tracked in our sales database.
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Centuri Holdings, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share information) (Unaudited) | ||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Revenue | $ | 932,021 | $ | 697,952 | $ | 1,631,957 | $ | 1,226,924 | |||||||||||||||
| Revenue, related party - former parent | 29,965 | 26,100 | 53,203 | 47,209 | |||||||||||||||||||
| Total revenue, net | 961,986 | 724,052 | 1,685,160 | 1,274,133 | |||||||||||||||||||
| Cost of revenue (including depreciation) | 863,791 | 633,039 | 1,529,042 | 1,142,416 | |||||||||||||||||||
| Cost of revenue, related party - former parent (including depreciation) | 29,053 | 23,212 | 51,218 | 43,588 | |||||||||||||||||||
| Total cost of revenue | 892,844 | 656,251 | 1,580,260 | 1,186,004 | |||||||||||||||||||
| Gross profit | 69,142 | 67,801 | 104,900 | 88,129 | |||||||||||||||||||
| Selling, general and administrative expenses | 37,236 | 28,959 | 69,934 | 55,334 | |||||||||||||||||||
| Amortization of intangible assets | 7,757 | 6,683 | 15,559 | 13,349 | |||||||||||||||||||
| Operating income | 24,149 | 32,159 | 19,407 | 19,446 | |||||||||||||||||||
| Interest expense, net | 12,107 | 18,247 | 24,542 | 36,109 | |||||||||||||||||||
| Other (income) expense, net | (261) | (353) | (181) | 127 | |||||||||||||||||||
| Income (loss) before income taxes | 12,303 | 14,265 | (4,954) | (16,790) | |||||||||||||||||||
| Income tax expense (benefit) | 6,155 | 6,186 | (1,617) | (6,945) | |||||||||||||||||||
| Net income (loss) | 6,148 | 8,079 | (3,337) | (9,845) | |||||||||||||||||||
| Net income attributable to noncontrolling interests | 49 | 26 | 91 | 39 | |||||||||||||||||||
| Net income (loss) attributable to common stock | $ | 6,099 | $ | 8,053 | $ | (3,428) | $ | (9,884) | |||||||||||||||
| Earnings (loss) per share attributable to common stock: | |||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.09 | $ | (0.03) | $ | (0.11) | |||||||||||||||
| Diluted | $ | 0.06 | $ | 0.09 | $ | (0.03) | $ | (0.11) | |||||||||||||||
| Shares used in computing earnings (loss) per share: | |||||||||||||||||||||||
| Weighted average basic shares outstanding | 100,935 | 88,588 | 100,862 | 88,553 | |||||||||||||||||||
| Weighted average diluted shares outstanding | 101,476 | 88,823 | 100,862 | 88,553 | |||||||||||||||||||
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Centuri Holdings, Inc. Condensed Consolidated Balance Sheets (In thousands, except share information) (Unaudited) | ||||||||
| June 28, 2026 | December 28, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 40,458 | $ | 126,630 | |||||||
| Accounts receivable, net | 391,924 | 314,665 | |||||||||
| Contract assets | 379,564 | 395,126 | |||||||||
| Prepaid expenses and other current assets | 78,073 | 44,954 | |||||||||
| Total current assets | 890,019 | 881,375 | |||||||||
| Property and equipment, net | 465,370 | 466,842 | |||||||||
| Intangible assets, net | 326,256 | 343,243 | |||||||||
| Goodwill, net | 393,321 | 395,671 | |||||||||
| Right-of-use assets under finance leases | 22,143 | 24,446 | |||||||||
| Right-of-use assets under operating leases | 189,612 | 176,449 | |||||||||
| Other assets | 116,494 | 119,680 | |||||||||
| Total assets | 2,403,215 | 2,407,706 | |||||||||
| LIABILITIES, TEMPORARY EQUITY AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 22,915 | $ | 29,543 | |||||||
| Current portion of finance lease liabilities | 7,126 | 7,459 | |||||||||
| Current portion of operating lease liabilities | 35,530 | 30,345 | |||||||||
| Accounts payable | 162,338 | 193,572 | |||||||||
| Accrued expenses and other current liabilities | 195,450 | 184,964 | |||||||||
| Contract liabilities | 66,799 | 50,510 | |||||||||
| Total current liabilities | 490,158 | 496,393 | |||||||||
| Long-term debt, net of current portion | 608,972 | 616,871 | |||||||||
| Line of credit | 85,855 | 91,201 | |||||||||
| Finance lease liabilities, net of current portion | 6,873 | 9,150 | |||||||||
| Operating lease liabilities, net of current portion | 161,949 | 153,540 | |||||||||
| Deferred income taxes | 79,214 | 78,365 | |||||||||
| Other long-term liabilities | 94,670 | 83,793 | |||||||||
| Total liabilities | 1,527,691 | 1,529,313 | |||||||||
| Temporary equity: | |||||||||||
| Redeemable noncontrolling interests | 6,578 | 5,424 | |||||||||
| Equity: | |||||||||||
Common stock, $0.01 par value, 850,000,000 shares authorized, 100,956,691 and 100,724,862 shares issued and outstanding at June 28, 2026 and December 28, 2025, respectively. | 1,010 | 1,007 | |||||||||
| Additional paid-in capital | 1,012,285 | 1,007,746 | |||||||||
| Accumulated other comprehensive loss | (12,510) | (7,373) | |||||||||
| Accumulated deficit | (131,839) | (128,411) | |||||||||
| Total equity | 868,946 | 872,969 | |||||||||
| Total liabilities, temporary equity and equity | $ | 2,403,215 | $ | 2,407,706 | |||||||
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Centuri Holdings, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) | ||||||||
| Fiscal Six Months Ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Net cash used in operating activities | $ | (15,012) | $ | (10,983) | |||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (48,147) | (45,162) | |||||||||
| Proceeds from sale of property and equipment | 2,632 | 2,521 | |||||||||
| Acquisition of business, net of cash acquired | (1,362) | — | |||||||||
| Purchase of equity method investment | (2,000) | — | |||||||||
| Net cash used in investing activities | (48,877) | (42,641) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from line of credit borrowings | 16,436 | 113,931 | |||||||||
| Payment of line of credit borrowings | (18,614) | (59,317) | |||||||||
| Principal payments on long-term debt | (15,205) | (15,808) | |||||||||
| Principal payments on finance lease liabilities | (3,861) | (5,188) | |||||||||
| Other | (685) | (931) | |||||||||
| Net cash (used in) provided by financing activities | (21,929) | 32,687 | |||||||||
| Effects of foreign exchange translation | (405) | 250 | |||||||||
| Net decrease in cash and cash equivalents | (86,223) | (20,687) | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 128,059 | 49,019 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 41,836 | $ | 28,332 | |||||||
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Non-GAAP Financial Measures
We prepare and present our financial statements in accordance with GAAP. However, management believes that EBIT, Adjusted EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per share ("Adjusted EPS"), Net Debt to Adjusted EBITDA Ratio, Base Revenue, Base Gross Profit, and Base Gross Profit Margin, all of which are measures not presented in accordance with GAAP, provide investors with additional useful information in evaluating our performance. We use these non-GAAP measures internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of these non-GAAP measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparisons of results. Management also believes that providing these non-GAAP measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Because these non-GAAP measures, as defined, exclude some, but not all, items that affect comparable GAAP financial measures, these non-GAAP measures may not be comparable to similarly titled measures of other companies. Management believes that, due to the non-recurring nature of the City of Chicago reversal, its exclusion from certain non-GAAP financial measures provides investors with a better understanding of the current performance of the business.
EBIT is defined as earnings before interest and taxes. Adjusted EBIT is defined as EBIT, adjusted for (i) non-cash stock-based compensation, (ii) acquisition costs, (iii) separation-related costs, (iv) strategy implementation costs, (v) other professional fees and (vi) the City of Chicago reversal. Adjusted EBITDA is defined as Adjusted EBIT, adjusted to remove depreciation and amortization. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.
Management believes that EBIT, Adjusted EBIT, and Adjusted EBITDA help 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 EBIT and Adjusted EBITDA provide additional insight by removing certain expenses that are non-recurring or non-operational in nature. Management believes that Adjusted EBITDA Margin is useful for the same reason as Adjusted EBITDA, and also provides an additional understanding of how Adjusted EBITDA is impacted by factors other than changes in revenue.
Net Debt to Adjusted EBITDA Ratio is calculated by dividing net debt as of the latest balance sheet date by the trailing twelve months of Adjusted EBITDA. Management believes this ratio helps investors understand our leverage. Net debt is defined as the sum of all bank debt on the balance sheet and finance lease liabilities, net of cash.
Adjusted Net Income is defined as net income (loss) adjusted for (i) separation-related costs, (ii) strategy implementation costs, (iii) amortization of intangible assets, (iv) other professional fees, (v) City of Chicago reversal, (vi) non-cash stock-based compensation, (vii) acquisition costs and (viii) the income tax impact of adjustments that are subject to tax, which is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods. Management believes that Adjusted Net Income helps investors understand the profitability of our business when excluding certain expenses that are non-recurring and/or non-operational in nature. Adjusted EPS is defined as Adjusted Net Income divided by weighted average diluted shares outstanding.
Base Revenue is defined as total revenue, net adjusted to exclude revenue attributable to storm restoration services and the impact of the City of Chicago reversal. Base Gross Profit is defined as gross profit adjusted to exclude gross profit attributable to storm restoration services and the City of Chicago reversal. Base Gross Profit Margin is calculated by dividing Base Gross Profit by Base Revenue. U.S. Gas Base Revenue is defined as U.S. Gas segment revenue, net adjusted to exclude the impact of the City of Chicago reversal. U.S. Gas Base Gross Profit is defined as U.S. Gas segment gross profit adjusted to exclude the City of Chicago reversal. U.S. Gas Base Gross Profit Margin is calculated by dividing U.S. Gas Base Gross Profit by U.S. Gas 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. While storm restoration services remain a key capability of the Company, management believes its exclusion provides more suitable disclosures for evaluating fundamental business performance and for comparison purposes.
Using EBIT, Adjusted EBIT, and Adjusted EBITDA as performance measures has material limitations as compared to net income (loss), or other financial measures as defined under GAAP, as they exclude certain recurring items, which may be meaningful to investors. These metrics all exclude 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, these metrics exclude income taxes; however, as we are organized as a corporation, the payment of
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taxes is a necessary element of our operations. Adjusted EBITDA also 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. As a result of these exclusions, the metrics from which they are excluded have material limitations compared to net income (loss). When using these metrics as a performance measure, management compensates for these limitations by comparing them 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 measures: (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) acquisition costs vary from period to period depending on the level of our acquisition activity; (iii) separation-related costs represent expenses incurred post-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, which are not reflective of our ongoing operations and will not recur given that Centuri is fully separated from Southwest Gas Holdings; (iv) strategy implementation costs represent non-recurring consulting fees incurred in connection with implementing the Company’s new long-term strategy announced on May 6, 2026; (v) other professional fees are non-recurring costs associated with certain one-time events; and (vi) the City of Chicago reversal relates to a non-recurring reversal of revenue on a legacy contract.
The most comparable GAAP financial measures and information reconciling the GAAP and non-GAAP financial measures are set forth below. We are unable to provide reconciliations for forward-looking non-GAAP measures without unreasonable efforts due to our inability to project non-recurring expenses and events. Such items could have a substantial impact on GAAP measures of the Company’s financial performance.
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Centuri Holdings, Inc. Reconciliation of Non-GAAP Financial Measures (In thousands unless otherwise noted) (Unaudited) | ||||||||
The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Net income (loss) | $ | 6,148 | $ | 8,079 | $ | (3,337) | $ | (9,845) | |||||||||||||||
| Interest expense, net | 12,107 | 18,247 | 24,542 | 36,109 | |||||||||||||||||||
| Income tax expense (benefit) | 6,155 | 6,186 | (1,617) | (6,945) | |||||||||||||||||||
| EBIT | 24,410 | 32,512 | 19,588 | 19,319 | |||||||||||||||||||
| Non-cash stock-based compensation | 4,080 | 2,163 | 6,311 | 3,750 | |||||||||||||||||||
Acquisition costs | 1,396 | — | 1,396 | — | |||||||||||||||||||
| Separation-related costs | — | 1,564 | — | 3,175 | |||||||||||||||||||
| Strategy implementation costs | 1,676 | — | 1,676 | — | |||||||||||||||||||
| Other professional fees | — | 1,379 | — | 1,379 | |||||||||||||||||||
| City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| Adjusted EBIT | 40,515 | 37,618 | 37,924 | 27,623 | |||||||||||||||||||
| Depreciation expense | 27,388 | 27,539 | 54,747 | 55,096 | |||||||||||||||||||
| Amortization of intangible assets | 7,757 | 6,683 | 15,559 | 13,349 | |||||||||||||||||||
| Adjusted EBITDA | $ | 75,660 | $ | 71,840 | $ | 108,230 | $ | 96,068 | |||||||||||||||
| Adjusted EBITDA Margin (% of revenue) | 7.9 | % | 9.9 | % | 6.4 | % | 7.5 | % | |||||||||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Net income (loss) | $ | 6,148 | $ | 8,079 | $ | (3,337) | $ | (9,845) | |||||||||||||||
| Separation-related costs | — | 1,564 | — | 3,175 | |||||||||||||||||||
| Strategy implementation costs | 1,676 | — | 1,676 | — | |||||||||||||||||||
| Amortization of intangible assets | 7,757 | 6,683 | 15,559 | 13,349 | |||||||||||||||||||
| Other professional fees | — | 1,379 | — | 1,379 | |||||||||||||||||||
| City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| Non-cash stock-based compensation | 4,080 | 2,163 | 6,311 | 3,750 | |||||||||||||||||||
| Acquisition costs | 1,396 | — | 1,396 | — | |||||||||||||||||||
Income tax impact of adjustments(1) | (5,617) | (2,948) | (8,126) | (5,414) | |||||||||||||||||||
| Adjusted Net Income | $ | 24,393 | $ | 16,920 | $ | 22,432 | $ | 6,394 | |||||||||||||||
(1)Calculated based on a blended statutory tax rate of 25%, except for acquisition costs which are not deductible.
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Centuri Holdings, Inc. Reconciliation of Non-GAAP Financial Measures (In thousands unless otherwise noted) (Unaudited) | ||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars per share) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Diluted earnings (loss) per share attributable to common stock | $ | 0.06 | $ | 0.09 | $ | (0.03) | $ | (0.11) | |||||||||||||||
| Separation-related costs | — | 0.02 | — | 0.04 | |||||||||||||||||||
| Strategy implementation costs | 0.02 | — | 0.02 | — | |||||||||||||||||||
| Other professional fees | — | 0.02 | — | 0.02 | |||||||||||||||||||
| City of Chicago reversal | 0.09 | — | 0.09 | — | |||||||||||||||||||
| Amortization of intangible assets | 0.08 | 0.07 | 0.15 | 0.14 | |||||||||||||||||||
| Non-cash stock-based compensation | 0.04 | 0.02 | 0.06 | 0.04 | |||||||||||||||||||
| Acquisition costs | 0.01 | — | 0.01 | — | |||||||||||||||||||
Income tax impact of adjustments | (0.06) | (0.03) | (0.08) | (0.06) | |||||||||||||||||||
| Adjusted EPS | $ | 0.24 | $ | 0.19 | $ | 0.22 | $ | 0.07 | |||||||||||||||
| (dollars in thousands, except Net Debt to Adjusted EBITDA Ratio) | June 28, 2026 | June 29, 2025 | |||||||||
| Debt | |||||||||||
| Current portion of long-term debt | $ | 22,915 | $ | 28,101 | |||||||
| Current portion of finance lease liabilities | 7,126 | 7,923 | |||||||||
| Long-term debt, net of current portion | 608,972 | 718,400 | |||||||||
| Line of credit | 85,855 | 172,230 | |||||||||
| Finance lease liabilities, net of current portion | 6,873 | 11,265 | |||||||||
| Total debt | $ | 731,741 | $ | 937,919 | |||||||
| Less: Cash and cash equivalents | (40,458) | (28,332) | |||||||||
| Net debt | $ | 691,283 | $ | 909,587 | |||||||
| Trailing twelve month Adjusted EBITDA | $ | 261,177 | $ | 245,486 | |||||||
Net Debt to Adjusted EBITDA Ratio (1) | 2.6 | 3.7 | |||||||||
(1)This Net Debt to Adjusted EBITDA Ratio may differ slightly from the net leverage ratio calculated for the purposes of the revolving credit facility.
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Total revenue, net | $ | 961,986 | $ | 724,052 | $ | 1,685,160 | $ | 1,274,133 | |||||||||||||||
| Less: Storm restoration services revenue | (11,412) | (17,017) | (45,892) | (35,169) | |||||||||||||||||||
| Add: City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| Base Revenue | $ | 959,527 | $ | 707,035 | $ | 1,648,221 | $ | 1,238,964 | |||||||||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Gross profit | $ | 69,142 | $ | 67,801 | $ | 104,900 | $ | 88,129 | |||||||||||||||
| Less: Storm restoration services gross profit | (2,387) | (4,978) | (10,098) | (10,992) | |||||||||||||||||||
| Add: City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| Base Gross Profit | $ | 75,708 | $ | 62,823 | $ | 103,755 | $ | 77,137 | |||||||||||||||
| Base Gross Profit Margin | 7.9 | % | 8.9 | % | 6.3 | % | 6.2 | % | |||||||||||||||
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Centuri Holdings, Inc. Reconciliation of Non-GAAP Financial Measures (In thousands unless otherwise noted) (Unaudited) | ||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| U.S. Gas revenue, net | $ | 489,520 | $ | 336,834 | $ | 774,019 | $ | 534,528 | |||||||||||||||
| Add: City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| U.S. Gas Base Revenue | $ | 498,473 | $ | 336,834 | $ | 782,972 | $ | 534,528 | |||||||||||||||
| Fiscal Three Months Ended | Fiscal Six Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| U.S. Gas Gross profit | $ | 20,647 | $ | 26,424 | $ | 14,312 | $ | 11,568 | |||||||||||||||
| Add: City of Chicago reversal | 8,953 | — | 8,953 | — | |||||||||||||||||||
| U.S. Gas Base Gross Profit | $ | 29,600 | $ | 26,424 | $ | 23,265 | $ | 11,568 | |||||||||||||||
| U.S. Gas Base Gross Profit Margin | 5.9 | % | 7.8 | % | 3.0 | % | 2.2 | % | |||||||||||||||
| Fiscal Twelve Months Ended | |||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | |||||||||
| Total revenue, net | $ | 3,393,808 | $ | 2,711,264 | |||||||
| Less: Storm restoration services revenue | (50,920) | (126,263) | |||||||||
| Add: City of Chicago reversal | 8,953 | — | |||||||||
| Base Revenue | $ | 3,351,841 | $ | 2,585,001 | |||||||
| Fiscal Twelve Months Ended | |||||||||||
| (dollars in thousands) | June 28, 2026 | June 29, 2025 | |||||||||
| Gross profit | $ | 263,337 | $ | 235,018 | |||||||
| Less: Storm restoration services gross profit | (11,358) | (44,130) | |||||||||
| Add: City of Chicago reversal | 8,953 | — | |||||||||
| Base Gross Profit | $ | 260,932 | $ | 190,888 | |||||||
| Base Gross Profit Margin | 7.8 | % | 7.4 | % | |||||||
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