Centuri Holdings Inc
For the period ended Dec 29, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report
(1)The Consolidated Financial Statements of the Company required under this item are included in Item 8 of Part II in this Annual Report on Form 10-K.
(2)Schedule I - Condensed Financial Information of Parent (Centuri Holdings, Inc.) at December 29, 2024 and for the year then ended.
(3)Exhibits
Schedule I - Condensed Financial Information of Parent (Centuri Holdings, Inc.)
Condensed Balance Sheet of Parent
| December 29,2024 | |
|---|---|
| ASSETS | |
| Investment in subsidiary | $555,552 |
| Total assets | $555,552 |
| LIABILITIES AND EQUITY | |
| Total liabilities | - |
| Equity: | |
| Common stock, $0.01 par value, 850,000,000 shares authorized, 88,517,521 shares issued and outstanding at December 29, 2024 | 885 |
| Additional paid-in capital | 718,598 |
| Accumulated other comprehensive loss | (13,209) |
| Accumulated deficit | (150,722) |
| Total equity | 555,552 |
| Total liabilities and equity | $555,552 |
Condensed Statement of Operations of Parent
| Fiscal Year Ended | |
|---|---|
| December 29,2024 | |
| Equity in net loss of subsidiary, net of tax | $(6,724) |
| Net loss | $(6,724) |
| Other comprehensive loss: | |
| Foreign currency translation adjustment | (9,184) |
| Other comprehensive loss | (9,184) |
| Comprehensive loss | $(15,908) |
Condensed Statement of Cash Flows of Parent
| Fiscal Year Ended | |
|---|---|
| December 29,2024 | |
| Cash flows from operating activities: | |
| Net cash provided by operating activities | — |
| Cash flows from investing activities: | |
| Investment in subsidiary | (327,667) |
| Net cash used in investing activities | (327,667) |
| Cash flows from financing activities: | |
| Proceeds from initial public offering and private placement, net of offering costs paid | 327,667 |
| Net cash provided by financing activities | 327,667 |
| Net increase (decrease) in cash and cash equivalents | — |
| Cash and cash equivalents, beginning of period | — |
| Cash and cash equivalents, end of period | $— |
Notes to Condensed Financial Statements of Parent
- Basis of Presentation
Condensed Financial Information of Parent is required as a result of the restricted net assets of Centuri Holdings, Inc. (“Holdings”) consolidated subsidiaries exceeding 25% of consolidated net assets as of December 29, 2024. Holdings is a holding company that conducts all of its operations through Centuri Group, Inc. and its subsidiaries (the “Operating Company"). Holdings has no material assets or liabilities outside of its ownership of the Operating Company. Holdings was formed in June 2023 to complete an initial public offering (the “Centuri IPO”) and to facilitate the separation of the Operating Company from Southwest Gas Holdings, Inc (“Southwest Gas Holdings”). These condensed financial statements and related footnotes of Centuri Holdings, Inc. (“parent-only statements”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X.
These parent-only statements should be read in conjunction with the consolidated financial statements, and notes thereto, of Centuri Holdings, Inc. and subsidiaries (the "Company") included in Part II, Item 8 of this Annual report on Form 10-K. Holdings' significant accounting policies are consistent with those of the Company, except that Holdings' ownership of the Operating Company is accounted for as an equity method investment for purposes of these statements. As the Operating Company is considered the predecessor of Holdings for accounting purposes, equity method income presented in Holdings' condensed statement of operations reflects the full year operating results of the Operating Company.
Parent-only statements as of December 31, 2023 and for the fiscal years ended December 31, 2023 and January 1, 2023 are not presented for Holdings, as Holdings did not acquire the Operating Company until April 2024 (as discussed below) and operations, assets, and liabilities at Holdings were de minimis prior to this acquisition.
- Related Party Transactions
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, which was a non-cash transaction.
On April 22, 2024, the Centuri IPO was completed with net proceeds to Holdings of $327.7 million, and Holdings invested these proceeds into the Operating Company.
Exhibit Index
| Exhibit Number · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | ||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | S-8 | 333-278834 | 4.1 | April 19, 2024 | |
| 3.2 | Amended and Restated Bylaws of Centuri Holdings Inc. | S-8 | 333-278834 | 4.2 | April 19, 2024 | |
| 4.1 | Description of Capital Stock | X | ||||
| 10.1 | Second Amended and Restated Credit Agreement, dated as of August 27, 2021, with Wells Fargo Securities, LLC and BofA Securities, Inc., as joint lead arrangers, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and the other lenders and agents party thereto | S-1 | 333-278178 | 10.5 | March 22, 2024 | |
| 10.2 | Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of November 4, 2022, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.6 | March 22, 2024 | |
| 10.3 | Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of May 31, 2023, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.7 | March 22, 2024 | |
| 10.4 | Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of November 13, 2023, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.8 | March 22, 2024 | |
| 10.5 | Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of March 22, 2024, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.9 | March 22, 2024 | |
| 10.6 | Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of May 13, 2024, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | 10-Q | 001-42022 | 10.6 | August 06, 2024 | |
| 10.7 | Amended and Restated Cooperation Agreement, dated as of November 21, 2023, by and among the Icahn Group and Southwest Gas Holdings, Inc. | S-1 | 333-278178 | 10.15 | March 22, 2024 | |
| 10.8^ | Separation Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. | X | ||||
| 10.9† | Amendment No. 10 Restating the Centuri Group, Inc. Executive Deferred Compensation Plan, amended and restated effective May 6, 2024 | X | ||||
| Exhibit Number · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | ||||||
| 10.10 · Tax Matters Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. · X | ||||||
| 10.11 · Registration Rights Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. · X | ||||||
| 10.12 | Common Stock Purchase Agreement, dated as of April 5, 2024, by and among Centuri Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP | S-1/A | 333-278178 | 10.18 | April 8, 2024 | |
| 10.13 | Receivables Purchase Agreement, dated as of September 20, 2024, among Centuri Special Purpose Entity, LLC, as seller, Centuri Group, Inc., as servicer, the persons from time to time party thereto, as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent. | 8-K | 001-42022 | 10.1 | September 25, 2024 | |
| 10.14 | Sale and Contribution Agreement, dated as of September 20, 2024, among Centuri Group, Inc., as servicer, the originators from time to time party thereto, as sellers and contributors, and Centuri Special Purpose Entity, LLC, as buyer. | 8-K | 001-42022 | 10.2 | September 25, 2024 | |
| 10.15 | Performance Guaranty, dated as of September 20, 2024, by Centuri Group, Inc., as performance guarantor, in favor of PNC Bank, National Association, as administrative agent. | 8-K | 001-42022 | 10.3 | September 25, 2024 | |
| 10.16 | Form of Indemnification Agreement for Centuri Holdings, Inc. Directors and Officers | S-1 | 333-278178 | 10.10 | March 22, 2024 | |
| 10.17 | Unutilized Tax Assets Settlement Agreement, dated as of February 24, 2025, by and among Southwest Gas Holdings, Inc, Centuri Holdings, Inc. and Centuri Group, Inc. | X | ||||
| 10.18† | Executive Offer Letter with Christian Brown, dated November 2, 2024 | 8-K | 001-42022 | 10.1 | November 5, 2024 | |
| 10.19† | Employment Agreement with Gregory A. Izenstark, dated January 2, 2019 (as amended on September 27, 2021 and February 22, 2024) | S-1 | 333-278178 | 10.12 | March 22, 2024 | |
| 10.20† | Employment Agreement with James W. Connell, Jr., dated March 20, 2017 (as amended on December 10, 2018 and July 3, 2023) | S-1 | 333-278178 | 10.13 | March 22, 2024 | |
| 10.21† | Employment Agreement with Jason S. Wilcock, dated August 1, 2018 (as amended on July 3, 2023) | S-1 | 333-278178 | 10.14 | March 22, 2024 | |
| 10.22† | Centuri Holdings, Inc. Omnibus Incentive Plan | X | ||||
| 10.23† | Form of Centuri Holdings, Inc. Long-Term Incentive Cash Award Agreement | X | ||||
| 10.24† | Centuri Group 2023 Long-Term Incentive Cash Award Agreement with Gregory A. Izenstark, dated as of May 1, 2023 | S-1 | 333-278178 | 10.17 | March 22, 2024 | |
| 10.25† | Centuri Group Award Agreement with Gregory A. Izenstark Under the Centuri Group, Inc. Executive Deferred Compensation Plan and the Centuri Group, Inc. Long-Term Incentive Plan, dated as of August 4, 2022 | S-1 | 333-278178 | 10.18 | March 22, 2024 | |
| 10.26† | Form of Performance Stock Unit Award Agreement under the Centuri Holdings, Inc. Omnibus Incentive Plan | X | ||||
| Exhibit Number · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | ||||||
| 10.27† | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Centuri Holdings, Inc. Omnibus Incentive Plan | S-1/A | 333-278178 | 10.20 | April 8, 2024 | |
| 10.28† | Form of Restricted Stock Unit Grant Agreement under the Centuri Holdings, Inc. Omnibus Incentive Plan | X | ||||
| 19.1 | Centuri Holdings, Inc. Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of Centuri Holdings, Inc. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||
| 24.1 | Power of Attorney | X | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | X | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | X | ||||
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | 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) | X | ||||
^Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish a copy of any omitted schedule to the Commission upon its request.
†Indicates management contract or compensatory plan.
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