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Centuri Holdings, Inc.

For the period ended Jun 29, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2025 · Filed Aug 6, 2025

CTRI$20.37+9.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-30; filed 2025-05-12.

0001981599-25-000034

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-29; filed 2025-08-06.

0001981599-25-000046

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 96 previous paragraphs and 114 current paragraphs.

60 unchanged; 28 reworded; 22 added; 8 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 5 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

On May 22, 2025, Southwest Gas Holdings completed a public offering (the “May Offering”) of 10,350,000 shares of its holdings of our common stock. On the same day, Southwest Gas Holdings sold 2,857,142 shares of its holdings of our common stock in a concurrent private placement to Icahn Partners and Icahn Partners Master Fund LP , investment entities associated with Carl C. Icahn (“Icahn Partners”). As of the closing of the May Offering and the concurrent private placement, Southwest Gas Holdings owned 58,458,450 shares of our common stock, or approximately 66% of our total outstanding common stock. We did not receive any of the proceeds from the May Offering or concurrent private placement.

Current report

On June 18, 2025, Southwest Gas Holdings completed another public offering (the “June Offering”) of 11,212,500 shares of its holdings of our common stock, which resulted in Southwest Gas Holdings owning 47,245,950 shares of our common stock, or approximately 53% of our total outstanding common stock. Concurrently with the June Offering, Southwest Gas Holdings also entered into an agreement to sell 1,060,240 shares of its holdings of our common stock in a private placement to Icahn Partners, which closed on July 8, 2025, decreasing Southwest Gas Holdings’ ownership to 46,185,710 shares of our common stock, or approximately 52% of our total outstanding common stock. We did not receive any of the proceeds from the June Offering or concurrent private placement.

Current report

As Southwest Gas Holdings now owns less than 80% of our outstanding common stock, we are no longer eligible for inclusion in their U.S. federal and certain 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 $30.2 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 tax returns are ultimately filed.

Current report

Based on Southwest Gas Holdings’ current ownership, we remain eligible for consolidation on the tax returns of Southwest Gas Holdings in certain U.S. states. At the time Southwest Gas Holdings ceases to own at least 50% of our outstanding common stock, we will cease to be consolidated with Southwest Gas Holdings for tax purposes entirely.

Current report

•Revenue from our U.S. Gas segment totaled $336.8 million, reflecting a decrease of $3.9 million, or 1.1%, compared to the prior year period. This decrease was due to reduced bid revenue associated with timing of projects as certain bid projects were completed prior to the current year quarter and new projects in the current year quarter were in the early stages of ramping up. This decrease in bid revenue was partially offset by higher MSA volumes in the current period. As a percentage of revenue, gross profit increased to 7.8% in the current period from 7.4% in the same period from the prior year. Revenue from Southwest Gas Corporation totaled $26.1 million for the current period compared to $28.7 million in the prior year period.

Current report

Selling, general and administrative costs increased by $8.3 million, or 39.9%, in the current period compared to the same period in the prior year. The current period included $2.9 million in separation-related costs and other non-recurring professional fees, with no such costs in the prior year period. Incentive compensation also contributed to the increase as general and administrative stock compensation was $1.8 million higher compared to the prior year period due to the timing of new grants, and the prior year period included reversals of portions of incentive compensation due to the timing of terminations. The Company also incurred incremental costs to operate as a standalone public company in the current period.

Current report

Fiscal six months ended June 29, 2025 compared to thefiscal six months ended June 30, 2024

Current report

•Revenue from our U.S. Gas segment totaled $534.5 million in the fiscal six months ended June 29, 2025, reflecting a decrease of $32.7 million, or 5.8%, compared to the prior year period. This decrease was primarily driven by lower net MSA volumes in the first fiscal quarter of 2025 caused in large part by adverse winter weather conditions and certain customer budgetary constraints, as well as reduced bid revenue associated with timing of projects as certain bid projects were completed prior to the second fiscal quarter of 2025 and new projects in the second fiscal quarter of 2025 were in the early stages of ramping up. These decreases were partially offset by higher MSA volumes in the second fiscal quarter of 2025. As a percentage of revenue, gross profit decreased to 2.2% in the fiscal six months ended June 29, 2025 from 3.7% in the prior year period, primarily driven by inefficiencies due to weather-related work stoppages and delays in the first fiscal quarter of 2025. Revenue from Southwest Gas Corporation totaled $47.2 million during the fiscal six months ended June 29, 2025 compared to $52.0 million in the prior year period.

Current report

•Revenue from our Union Electric segment totaled $357.7 million in the fiscal six months ended June 29, 2025, reflecting an increase of $29.6 million, or 9.0%, 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 $35.1 million due to timing of projects. Emergency restoration services revenue for the Union Electric segment was $5.1 million for the fiscal six months ended June 29, 2025 compared to $13.6 million for the prior year period. As a percentage of revenue, gross profit increased to 7.6% in the fiscal six months ended June 29, 2025 as compared to 7.1% in the prior year period due to improved profitability on certain MSA contracts.

Current report

•Revenue from our Non-Union Electric segment totaled $287.0 million in the fiscal six months ended June 29, 2025, reflecting an increase of $69.9 million, or 32.2%, compared to the prior year period. This increase was primarily driven by an increase in volumes under existing MSAs partially offset by a decline in emergency restoration services revenue of $1.9 million (which was $30.1 million in the fiscal six months ended June 29, 2025 compared to $32.0 million in the prior year period). As a percentage of revenue, gross profit increased to 11.4% in the fiscal six months ended June 29, 2025, compared to 8.8% in the prior year period. Profitability benefited from improved productivity under MSA contracts.

Current report

Selling, general and administrative costs increased by $6.1 million, or 12.4% in the current period. The current year period included $4.6 million in separation-related costs and other non-recurring professional fees compared to $2.0 million in similar non-recurring costs in the prior year period. Additionally, stock-based compensation and other incentive compensation increased, partially offset by $5.4 million in severance paid in 2024 that was recorded within selling, general and administrative costs in the prior year period. The Company also incurred incremental costs to operate as a standalone public company in the current year period.

Current report

Our effective tax rate for the fiscal six month periods ended June 29, 2025 and June 30, 2024 was 41.4% and 61.1%, respectively. The effective tax rate for both periods was impacted by the disproportionate amount of non-deductible expenses in relation to income (loss) before income taxes. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.

Current report

Net cash provided by financing activities was $32.7 million for the fiscal six months ended June 29, 2025 compared to $123.1 million for the fiscal six months ended June 30, 2024. This decrease was due to the prior year period including proceeds from our initial public offering and concurrent private placement, partially offset by higher cash outflows in the prior year related to the redemption of redeemable noncontrolling interest in our subsidiaries and debt repayments.

Current report

On July 9, 2025, we entered into the sixth amendment to our amended and restated credit agreement (as amended, the “Credit Agreement”). The Credit Agreement was amended to, among other things, (a) join Centuri Holdings as a borrower; (b) update the change in control provision to permit Southwest Gas Holdings to dispose of its ownership in our common stock below 51% without triggering an event of default under the Credit Agreement; (c) refinance and replace in full the existing term loan facility with an $800 million term loan facility with a maturity date of July 9, 2032, $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; (d) increase the maximum principal amount of the senior secured revolving credit facility from $400 million to $450 million; (e) extend the maturity date of the senior secured revolving credit facility from August 27, 2026 to July 9, 2030; (f) make certain adjustments to pricing, including decreasing the interest rate margin applicable to term loans by 0.25% to 2.25% for SOFR Loans (as defined in the Credit Agreement) and 1.25% for Base Rate Loans (as defined in the Credit Agreement); and (g) modify certain covenants.

Current report

Pursuant to the amendment, we are required to maintain a leverage ratio, on a rolling twelve-month basis, 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. Under the amended terms of the Credit Agreement, we are also required to maintain, on a rolling four-quarter basis, an interest coverage ratio of greater than a minimum of 2.50 to 1.00.

Current report

The total outstanding balance of accounts receivable that had been sold and derecognized was $125.0 million as of June 29, 2025. We had no unused capacity on the Securitization Facility as of June 29, 2025.
Removed paragraphs (8)

Previous report

•Revenue from our U.S. Gas segment totaled $197.7 million, reflecting a decrease of $28.9 million, or 12.7%, compared to the prior year period. This decrease was due to a reduction in net volumes under existing customer MSAs caused in large part by adverse winter weather conditions in several regions which led to shutdown days and delays, as well as customer budgetary constraints which lowered MSA volumes with certain customers that reached the end of their fiscal years. As a percentage of revenue, gross profit decreased to (7.5%) in the current period from (1.8%) in the same period from the prior year as profitability was negatively impacted by weather-related work stoppages and delays. Revenue from Southwest Gas Corporation totaled $21.1 million for the current period compared to $23.3 million in the prior year period.

Previous report

Selling, general and administrative costs decreased by $2.2 million, or 7.6%, in the current period compared to the same period in the prior year due to a decrease in strategic review costs, as well as a decrease in severance costs and corporate salaries related to restructuring efforts in the prior year. These decreases were partially offset by an increase in stock-based compensation (which was impacted by the timing of forfeitures in the prior year period) and other incentive compensation which increased due to improved operating results.

Previous report

Amortization expense remained consistent in the current period compared to the same period in the prior year as there were no changes to our amortizable base of intangible assets.

Previous report

Net cash (used in) provided by financing activities was $(27.2) million for the fiscal three months ended March 30, 2025 compared to $36.3 million for the fiscal three months ended March 31, 2024. This decrease was due to increased repayments and decreased borrowings on our line of credit.

Previous report

We presently intend to refinance or extend our revolving credit facility in the coming quarters, but we can provide no assurances that we will be able to do so on favorable terms or at all.

Previous report

During the fiscal three months ended March 30, 2025, cash collections on sold accounts receivable were continuously reinvested in the Securitization Facility as more accounts receivable were sold to PNC. However, we decreased the amount of our receivables sold (and derecognized) to $111.5 million as of March 30, 2025, down from $125.0 million as of December 29, 2024, which resulted in a net cash outflow of $13.5 million for the fiscal three months ended March 30, 2025. Accordingly, we had $13.5 million in unused capacity on the Securitization Facility as of March 30, 2025.
Reworded paragraphs (28)

Previous wording

Unless the context otherwise requires, references to “we,” “is,” “our,” and “our company” refer to Centuri Holdings, Inc. and its consolidated subsidiaries. As discussed in “Note 1 — Description of Business” to the condensed consolidated financial statements, all financial information presented herein is the financial information of Centuri Holdings, Inc. and its subsidiaries, including Centuri Group, Inc. (“the Operating Company”). 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.”

Current wording

Unless the context otherwise requires, references to “we,” “is,” “our,” 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.”

Previous wording

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 three months of 2025 and 2024 ended on March 30, 2025 and March 31, 2024, respectively, and each period had 13 weeks.

Current wording

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 six months of 2025 and 2024 ended on June 29, 2025 and June 30, 2024, respectively, and each period had 26 weeks. The second fiscal quarters of 2025 and 2024 each had 13 weeks.

Previous wording

On April 17, 2024, the registration statement related to the initial public offering of our common stock (“IPO Registration Statement”) was declared effective, and our 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 final net proceeds of $327.7 million. As of and since the closing of the Centuri IPO, Southwest Gas Holdings has owned 71,665,592 shares of our common stock, or approximately 81% of the total outstanding shares of our common stock.

Current wording

On April 17, 2024, the registration statement related to the initial public offering of our common stock (“IPO Registration Statement”) was declared effective, and our 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 final net proceeds of $327.7 million. As of the closing of the Centuri IPO, Southwest Gas Holdings owned 71,665,592 shares of our common stock, or approximately 81% of the total outstanding shares of our common stock.

Previous wording

Under the terms of a majority of our 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 first 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.

Current wording

Under the terms of a majority of our 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 second 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.

Previous wording

Backlog as of March 30, 2025 was approximately $4.5 billion, with approximately 89% 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.

Current wording

Backlog as of June 29, 2025 was approximately $5.3 billion, with approximately 92% 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.

Previous wording

Our results of operations, on a consolidated basis and by segment, for the fiscal three month periods ended March 30, 2025 and March 31, 2024 are set forth and compared below.

Current wording

Our results of operations, on a consolidated basis and by segment, for the fiscal three and six month periods ended June 29, 2025 and June 30, 2024 are set forth and compared below.

Previous wording

The following table summarizes our revenue, gross profit (loss) 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 (loss) correspond with the discussed changes in revenue and gross margin.

Current wording

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.

Previous wording

•Revenue from our Canadian Gas segment totaled $39.8 million, reflecting a decrease of $1.2 million, or 2.9%, compared to the prior year period. As a percentage of revenue, gross profit increased to 17.8% in the current period as compared to 7.5% in the same period from the prior year. 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. Additionally, in the current year period the segment benefited from a $1.0 million government rebate related to surplus Workplace Safety and Insurance Board premiums paid in previous years.

Current wording

•Revenue from our Canadian Gas segment totaled $55.1 million, reflecting an increase of $8.4 million, or 18.1%, compared to the prior year period, resulting from higher MSA volumes. As a percentage of revenue, gross profit increased to 17.2% in the current period as compared to 15.1% in the same period from the prior year. 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.

Previous wording

•Revenue from our Union Electric segment totaled $175.5 million, reflecting an increase of $11.6 million, or 7.1%, compared to the prior year period. This increase was driven by incremental bid work, which was partially offset by a planned decline in offshore wind revenue of $22.3 million due to timing of projects. Emergency restoration services revenue for the Union Electric segment was $1.6 million for the current period compared to $7.5 million for the prior year period. As a percentage of revenue, gross profit decreased to 6.7% in the current period as compared to 6.9% in the prior year period.

Current wording

•Revenue from our Union Electric segment totaled $182.2 million, reflecting an increase of $18.0 million, or 11.0%, compared to the prior year period. This increase was driven by new bid project wins, which was partially offset by a planned decline in offshore wind revenue of $12.8 million due to timing of projects. Emergency restoration services revenue for the Union Electric segment was $3.5 million for the current period compared to $6.1 million for the prior year period. As a percentage of revenue, gross profit increased to 8.4% in the current period as compared to 7.4% in the prior year period due to improved profitability on certain MSA contracts.

Previous wording

•Revenue from our Non-Union Electric segment totaled $137.1 million, reflecting an increase of $40.5 million, or 41.9%, compared to the prior year period. This increase was primarily due to an increase in volumes on existing MSAs. Additionally, emergency restoration services increased $14.8 million, accounting for $16.6 million of the segment’s revenue for the current period compared to just $1.8 million for the prior year period. As a percentage of revenue, gross profit increased to 11.9% in the current period compared to 2.9% in the prior year period due to the higher profitability of storm work and more efficient utilization of fixed costs due to an increase in crew counts and weekly hours worked per crew under existing MSAs.

Current wording

•Revenue from our Non-Union Electric segment totaled $149.9 million, reflecting an increase of $29.4 million, or 24.4%, compared to the prior year period. This increase was primarily due to an increase in volumes on existing MSAs and partially offset by a decrease in emergency restoration services revenue ($13.5 million in the current year period compared to $30.2 million in the prior year period). As a percentage of revenue, gross profit decreased to 11.0% in the current period compared to 13.5% in the prior year period. Profitability was negatively affected due to a decrease in emergency restoration services.

Previous wording

The decrease in interest expense, net in the current period compared to the prior year period was primarily due to a reduction in average debt balance and a reduction in interest rates on outstanding variable-rate borrowings.

Current wording

The decrease of $4.4 million in interest expense, net in the current period compared to the prior year period was due to a reduction in average debt balance and a reduction in interest rates on outstanding variable-rate borrowings.

Previous wording

The Company’s effective tax rate for the fiscal three months ended March 30, 2025 and March 31, 2024 was relatively consistent, at 42.3% and 45.2%, respectively. The tax rates for both periods were unfavorably impacted by the disproportionate amount of non-deductible expenses in relation to income before income taxes.

Current wording

The Company’s effective tax rate for the fiscal three months ended June 29, 2025 and June 30, 2024 was 43.4% and (4.2)%, respectively. The tax rates for both periods were impacted by the disproportionate amount of non-deductible expenses in relation to income before income taxes. Additionally, differences in pre-tax income/loss by jurisdiction caused fluctuations in the effective tax rate when comparing periods.

Previous wording

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Loss, 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.

Current wording

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, 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. 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.

Previous wording

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for (i) non-cash stock-based compensation expense, (ii) separation-related costs, (iii) strategic review costs, and (iv) severance 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.

Current wording

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, and (v) other professional fees. 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.

Previous wording

Adjusted Net Loss is defined as net loss adjusted for (i) separation-related costs, (ii) strategic review costs, (iii) severance costs, (iv) amortization of intangible assets, (v) non-cash stock-based compensation expense, and (vi) 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 Loss helps investors understand the profitability of our business when excluding certain expenses that are non-recurring and/or non-operational in nature.

Current wording

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) other professional fees, (vi) non-cash stock-based compensation, and (vii) 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.

Previous wording

Using EBITDA as a performance measure has material limitations as compared to net 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 loss. When using EBITDA as a performance measure, management compensates for these limitations by comparing EBITDA to net 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.

Current wording

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.

Previous wording

As to certain of the items related to these non-GAAP metrics: (i) non-cash stock-based compensation expense varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted; (ii) 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 connection with the establishment of Centuri’s Unutilized Tax Assets 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 costs incurred during the Centuri IPO and related costs incurred to establish Centuri as a public company leading up to the IPO; and (iv) severance costs relate to non-recurring restructuring activities. The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.

Current wording

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 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; and (v) other professional fees are non-recurring costs associated with certain one-time events. The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.

Previous wording

The following table presents reconciliations of net loss to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:

Current wording

The following table presents reconciliations of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:

Previous wording

The following table presents reconciliations of net loss to Adjusted Net Loss for the specified periods:

Current wording

The following table presents reconciliations of net income (loss) to Adjusted Net Income for the specified periods:

Previous wording

Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of March 30, 2025 and December 29, 2024, cash and cash equivalents were $15.3 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 at least the next 12 months.

Current wording

Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of June 29, 2025 and December 29, 2024, cash and cash equivalents were $28.3 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.

Previous wording

Net cash provided by (used in) operating activities for the fiscal three months ended March 30, 2025 was $16.7 million, compared to $(26.5) million for the fiscal three months ended March 31, 2024, representing an increase in operating cash flows of $43.2 million. This increase was driven by better operating results in the current period and more favorable changes in contract liabilities, as in the fiscal three months ended March 31, 2024 we recognized revenue on several projects that had significant outstanding contract liability balances at the end of fiscal year 2023. This increase was partially offset by $13.5 million in net cash outflows on our Accounts Receivable Securitization Facility (“Securitization Facility”) in the first fiscal quarter of 2025 as we decreased the amount of accounts receivables sold during the quarter.

Current wording

Net cash used in operating activities for the fiscal six months ended June 29, 2025 was $11.0 million, compared to $83.0 million for the fiscal six months ended June 30, 2024, representing an increase in operating cash flows of $72.0 million. This increase was primarily driven by a $18.0 million lower loss before income taxes in the current period (the decrease in income tax benefit in the current year has not yet significantly impacted our cash balance) and more favorable changes in contract liabilities ($34.3 million favorable between periods), as in the fiscal six months ended June 30, 2024 we recognized revenue on several projects that had significant outstanding contract liability balances at the end of fiscal year 2023.

Previous wording

Net cash used in investing activities was $23.2 million in the fiscal three months ended March 30, 2025 compared to $24.6 million for the fiscal three months ended March 31, 2024, a decrease of $1.4 million.

Current wording

Net cash used in investing activities was $42.6 million in the fiscal six months ended June 29, 2025 compared to $42.3 million for the fiscal six months ended June 30, 2024, an increase of $0.3 million.

Previous wording

The construction industry is capital intensive, andwe expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal three months ended March 30, 2025 and March 31, 2024, we had capital expenditures of $24.4 million and $26.3 million, respectively.

Current wording

The construction industry is capital intensive, andwe expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal six months ended June 29, 2025 and June 30, 2024, we had capital expenditures of $45.2 million and $46.6 million, respectively.

Previous wording

These items were partially offset by proceeds from the sale of property and equipment of $1.2 million and $1.6 million for the fiscal three month periods ended March 30, 2025 and March 31, 2024, respectively.

Current wording

These items were partially offset by proceeds from the sale of property and equipment of $2.5 million and $4.3 million for the fiscal six month periods ended June 29, 2025 and June 30, 2024, respectively.

Previous wording

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 7% and 8% of total revenue for the fiscal three month periods ended March 30, 2025 and March 31, 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.

Current wording

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 7% of total revenue for both the fiscal six month periods ended June 29, 2025 and June 30, 2024. 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.

Previous wording

We have a senior secured revolving credit and term loan multi-currency facility. The line of credit portion comprises $400 million, and associated amounts borrowed and repaid are available to be re-borrowed. The term loan facility portion provided approximately $1.145 billion in financing as of August 27, 2021. The term loan facility expires on August 27, 2028, and the revolving credit facility expires on August 27, 2026. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. The obligations under the 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 $1.9 billion as of March 30, 2025 and $2.0 billion as of December 29, 2024. During the fiscal three months ended March 30, 2025, the maximum amount outstanding on the combined facility was $804.2 million, at which point $706.4 million was outstanding on the term loan portion of the facility. As of March 30, 2025 and December 29, 2024, $97.8 million and $113.5 million, respectively, was outstanding on the revolving credit facility, in addition to $706.4 million that was outstanding on the term loan portion of the facility during both periods. Also, as of March 30, 2025 and December 29, 2024, there was approximately $241.8 million and $226.1 million, respectively, net of outstanding letters of credit, of unused capacity under the line of credit. We had $64.6 million of unused letters of credit available as of both March 30, 2025 and December 29, 2024.

Current wording

We have a senior secured revolving credit and term loan multi-currency facility. As of June 29, 2025, the line of credit portion comprised $400 million. Amounts borrowed and repaid are available to be re-borrowed. The term loan facility portion provided approximately $1.145 billion in financing as of August 27, 2021. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. The obligations under the 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 $2.0 billion as of both June 29, 2025 and December 29, 2024. During the fiscal six months ended June 29, 2025, the maximum amount outstanding on the combined facility was $878.6 million, at which point $706.4 million was outstanding on the term loan portion of the facility. As of June 29, 2025 and December 29, 2024, $172.2 million and $113.5 million, respectively, was outstanding on the revolving credit facility, in addition to $706.4 million that was outstanding on the term loan portion of the facility for both periods. Also, as of June 29, 2025 and December 29, 2024, there was approximately $171.4 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 June 29, 2025 and December 29, 2024, respectively.

Previous wording

We currently have seven equipment term loans with initial amounts totaling approximately $170 million, with certain owned equipment used as collateral. The loans are serviced in U.S. dollars.

Current wording

We currently have 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.

Previous wording

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 three months ended March 30, 2025, there were no material changes in our critical accounting estimates or policies.

Current wording

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 six months ended June 29, 2025, there were no material changes in our critical accounting estimates or policies.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

The following table summarizes our consolidated results of operations for the fiscal six month periods ended June 29, 2025, and June 30, 2024, including as a percentage of revenue, as well as the dollar and percentage change between fiscal years.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

•Revenue from our Canadian Gas segment totaled $94.9 million in the fiscal six months ended June 29, 2025, reflecting an increase of $7.3 million, or 8.3%, 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 17.5% in the fiscal six months ended June 29, 2025 as compared to 11.5% 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.

Current report — wording carried from elsewhere

Interest expense, net decreased by $10.6 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.