LAS VEGAS, May 22, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the closing of its underwritten secondary public offering of Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri") common stock (the "Offering"). Southwest Gas Holdings, as the selling stockholder, sold 10,350,000 existing shares of Centuri's common stock at a public offering price of $17.50 per share (the "Offering Price"), including the underwriters' full exercise of their ...

Core Viewpoint - Southwest Gas Holdings, Inc. is conducting a secondary public offering of 9,000,000 shares of Centuri Holdings, Inc. at a price of $17.50 per share, with an additional option for underwriters to purchase 1,350,000 shares [1][2] Group 1: Offering Details - The offering is expected to close on May 22, 2025, subject to customary closing conditions [1] - Icahn Partners and Icahn Partners Master Fund LP will purchase $50 million in shares of Centuri's common stock in a concurrent private placement at the same price per share as the public offering [2] - The shares are being offered under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission [4] Group 2: Underwriters and Management - J.P. Morgan, UBS Investment Bank, and Wells Fargo Securities are acting as joint lead book-running managers for the offering [3] - BofA Securities and Moelis & Company are serving as book-running managers, with additional co-managers including Baird, KeyBanc Capital Markets, and others [3] Group 3: Company Background - Southwest Gas Holdings, Inc. operates through its subsidiary Southwest Gas Corporation, providing natural gas services to over 2 million customers in Arizona, Nevada, and California [6] - Centuri Holdings, Inc. partners with regulated utilities to build and maintain energy networks across the U.S. and Canada [7]

LAS VEGAS, May 20, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the commencement of an underwritten secondary public offering of Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri") common stock (the "Offering"), pursuant to which Southwest Gas Holdings, as the selling stockholder, is offering 9,000,000 existing shares of Centuri's common stock. Southwest Gas Holdings expects to grant the underwriters a 30-day option to purchase up to a ...

Financial Data and Key Metrics Changes - In Q1 2025, consolidated revenues totaled $550.1 million, a 4.2% increase from Q1 2024 [20] - Consolidated gross profit was $20.3 million, reflecting a 53.1% increase year-over-year, with a gross profit margin of 3.7% compared to 2.5% in Q1 2024 [20] - The net loss attributable to common stock improved to $17.9 million, or a diluted loss per share of $0.20, from a net loss of $25.1 million, or $0.35 per share, in the same period last year [21] - Adjusted EBITDA was $24.2 million, approximately 20% higher than the prior year, with an adjusted EBITDA margin of 4.4%, up from 3.8% [21] Business Line Data and Key Metrics Changes - The U.S. Gas segment revenue totaled $197.7 million, a year-over-year decrease of 12.7%, with a gross profit margin declining to -7.5% from -1.8% due to weather disruptions [22][23] - The Canadian Gas segment revenue was $39.8 million, down 2.9% year-over-year, but the segment margin improved to 17.8% from 7.5% [24] - Union Electric segment revenue increased by 7.1% to $175.5 million, with core Union Electric growth of 32.7% driven by increased bid project activity [25] - Nonunion Electric segment revenue rose by 41.9% to $137.1 million, with gross profit increasing to 11.9% from 2.9% due to higher crew counts and work hours [26] Market Data and Key Metrics Changes - The U.S. Gas segment faced adverse weather conditions impacting performance, but March showed significant improvement [18] - The nonunion electrical segment benefited from strong market trends in the Sunbelt and Southeast, driven by storm damage recovery efforts [19] Company Strategy and Development Direction - The company is focused on implementing a unified business development strategy aimed at high growth pipeline development and securing new awards [10][12] - There is an emphasis on enhancing capital efficiency and improving free cash flow through better management of capital equipment and working capital [28] - The company aims to grow its customer base and expand market presence, leveraging its scale and capabilities in utility services [9][10] Management's Comments on Operating Environment and Future Outlook - Management does not anticipate significant impacts from the global trade war or tariffs in 2025, citing a resilient business model [7][29] - The outlook for full-year 2025 remains unchanged, with expectations to deliver revenues between $2.6 billion and $2.8 billion [28][29] - Management expressed confidence in achieving a book-to-bill ratio exceeding 1.1 times for the year, supported by a strong sales pipeline [13][29] Other Important Information - The company reported a record booking quarter with new bookings totaling $1.2 billion in Q1 2025, significantly up from $221 million in Q4 2024 [13] - The backlog increased to $4.5 billion as of Q1 2025 from $3.7 billion at the end of 2024 [13] Q&A Session Summary Question: How will the company achieve the upper end of revenue guidance despite a weaker Q1 in U.S. Gas? - Management noted that the gas business experienced a slow start due to weather but recovered in March and April, with work under contract supporting the guidance [34][35] Question: What were the key findings from the strategic review? - The review highlighted the need for a fully integrated sales pipeline, improved cross-selling capabilities, cultural shifts towards growth, and alignment of KPIs with profitability goals [37][40] Question: How does the U.S. Gas segment's loss compare to expectations? - Management acknowledged that Q1 is typically slow for the gas segment due to weather, but they are working to mitigate impacts by expanding operations in warmer regions [44][45] Question: What is the expected cadence for bookings throughout the year? - Management anticipates some lumpiness in bookings, with Q2 and Q4 expected to be strong, while Q3 may be quieter [50][51] Question: Can you provide details on the new MSAs and their risk profile? - The new work involves familiar services and customers, maintaining the same risk profile as previous contracts [59][60] Question: What is the outlook for EBITDA margins? - Management expects to achieve full-year guidance without needing significant changes, as the business is on track to meet budget expectations [66][67]

Group 1 - Centuri Holdings reported a quarterly loss of $0.12 per share, better than the Zacks Consensus Estimate of a loss of $0.16, and a significant improvement from a loss of $137.53 per share a year ago, indicating a 25% earnings surprise [1] - The company posted revenues of $550.08 million for the quarter ended March 2025, exceeding the Zacks Consensus Estimate by 3.68%, and showing an increase from $528.02 million in the same quarter last year [2] - Centuri shares have increased approximately 10.5% since the beginning of the year, contrasting with a -3.8% decline in the S&P 500 [3] Group 2 - The current consensus EPS estimate for the upcoming quarter is $0.13 on revenues of $667.42 million, and for the current fiscal year, it is $0.57 on revenues of $2.67 billion [7] - The Zacks Industry Rank for Utility - Electric Power is in the top 22% of over 250 Zacks industries, suggesting a favorable outlook for the industry [8]

1 st Quarter 2025 Earnings Presentation May 12, 2025 Centuri.com 1 Forward Looking Statements Disclaimer Unless the context otherwise requires, in this presentation, references to "we," "us," and "our" are to Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company"), together with its consolidated subsidiaries, which include, among others, Centuri Group, Inc. This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section ...

Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE May 12, 2025 CENTURI REPORTS FIRST QUARTER 2025 RESULTS, AFFIRMS 2025 OUTLOOK PHOENIX, AZ – May 12, 2025 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the first quarter, ended March 30, 2025, and affirms full year 2025 outlook. First Quarter 2025 Financial and Other Business Highlights Contacts: For Centuri investors, contact: For Centuri media information, contact: (623) 879-3700 Jennif ...

Financial Performance - Total revenue for the fiscal year ended December 29, 2024, was $2,637,229,000, a decrease of 9.1% compared to $2,899,276,000 in the previous year[371]. - Gross profit for the fiscal year was $220,672,000, down from $273,442,000, reflecting a gross margin of 8.4% compared to 9.4% in the prior year[371]. - The net loss attributable to common stock for the fiscal year was $6,724,000, significantly improved from a net loss of $186,176,000 in the previous year[374]. - Basic loss per share attributable to common stock was $0.08, compared to a loss of $2.60 per share in the prior year[371]. - Cash flows from operating activities generated $158,230,000, a decrease from $167,465,000 in the previous year[377]. - Capital expenditures for the fiscal year were $99,333,000, down from $106,650,000 in the previous year[377]. - The company reported a comprehensive loss of $15,908,000 for the fiscal year, compared to a comprehensive loss of $183,707,000 in the previous year[374]. - Cash and cash equivalents at the end of the period increased to $49,019,000 from $33,407,000 at the beginning of the period[377]. - The company recognized a goodwill impairment of $213,992,000 in the previous fiscal year, which was not present in the current fiscal year[377]. Impairment and Liabilities - The company incurred impairment charges of approximately $214.0 million during the fiscal year ended December 31, 2023, related to the write-down of goodwill from the August 2021 acquisition of Riggs Distler[142]. - The company faces potential liability for warranty claims and faulty engineering, which may reduce profitability[160]. - Warranty claims have historically not been material, but there is a risk of increased claims that could adversely affect results of operations and cash flows[160]. - The company may be subject to contingent tax liabilities of Southwest Gas Holdings following a Distribution, which could be substantial[187]. - The Separation Agreement includes indemnification obligations that could result in substantial liabilities for the company[192]. Market and Economic Conditions - Increased inflation has led to higher operating expenses, particularly in fuel, labor, and materials, adversely impacting profitability and cash flows[145]. - The company has experienced pressures on construction costs due to inflation, which may continue to affect project completion and profitability[146]. - Unfavorable economic conditions, including inflation and supply chain disruptions, could reduce demand for the company's services[150]. - The natural gas market's volatility, influenced by global events and legislative changes, may affect customer investment decisions and project timelines[151]. - Climate change-related events and extreme weather conditions could significantly impact the company's operations and financial results[153]. Regulatory and Compliance Risks - The company is subject to numerous environmental laws, and failure to comply could result in significant liabilities and operational impacts[168]. - Compliance with OSHA regulations incurs significant costs, and non-compliance may lead to penalties and operational delays[166]. - Regulatory constraints and budgetary limitations of customers, primarily regulated utilities, could materially impact the volume of work awarded to the company[148]. - Regulatory changes affecting natural gas and electric transmission could impact demand for the company's services and profitability[162]. - Legislative actions regarding greenhouse gas emissions could increase operational costs and impact pricing strategies[172]. - Changes in renewable energy mandates could reduce project development and impact the company's growth potential[165]. Ownership and Corporate Governance - Southwest Gas Holdings owns approximately 81% of the company's outstanding common stock, controlling significant corporate decisions[174]. - The concentrated ownership by Southwest Gas Holdings may delay or prevent favorable acquisition attempts, affecting stock price[174]. - The company is classified as a "controlled company" under NYSE rules, allowing it to qualify for exemptions from certain corporate governance requirements[188]. - The company may face challenges in negotiating terms with Southwest Gas Holdings that are as favorable as those with unaffiliated third parties[178]. - The company is subject to restrictions on actions, including issuing additional equity, until a Distribution is implemented or abandoned to avoid significant tax-related liabilities[180]. Transition and Separation - The Separation is intended to allow the company to focus on its distinct operating priorities and strategies, enhancing long-term growth opportunities[194]. - The expected benefits of the Separation may not be fully realized, potentially affecting the company's financial condition and operating results[194]. - The company may incur higher costs for certain functions previously performed by Southwest Gas Holdings, which could decrease profitability[194]. - The transition to being a separate publicly traded company may incur significant costs, including accounting, tax, and legal expenses[199]. - The company may face challenges in achieving the anticipated benefits of the Separation from Southwest Gas Holdings[199]. Revenue and Contracts - Revenue from unit-priced contracts for the year ended December 29, 2024 was $1,508.7 million[363]. - Revenue from fixed-price contracts for the year ended December 29, 2024 was $539.5 million[363]. - Master services agreements revenue decreased to $2,121.1 million in 2024 from $2,388.7 million in 2023, representing a decline of 11.2%[453]. - The aggregate amount of transaction price allocated to unsatisfied performance obligations for fixed-price contracts was $251.9 million as of December 29, 2024[458]. - The Company utilizes master services agreements (MSAs) and bid contracts for revenue generation, with the majority of work performed under unit-price contracts[400][403]. Assets and Liabilities - Total assets as of December 29, 2024 were $2,074.4 million, a decrease from $2,189.9 million as of December 31, 2023[368]. - Total liabilities as of December 29, 2024 were $1,514.2 million, down from $1,864.7 million as of December 31, 2023[368]. - Total equity increased to $555.6 million as of December 29, 2024, compared to $226.0 million as of December 31, 2023[368]. - The current portion of long-term debt decreased to $30.0 million as of December 29, 2024, from $42.6 million as of December 31, 2023[368]. - Accounts receivable, net, decreased to $281.4 million as of December 29, 2024, from $347.5 million in 2023[459]. Employee and Organizational Changes - Approximately 59% of the Company's employees were covered by collective bargaining agreements as of December 29, 2024[445]. - The Company underwent a reorganization in January 2024, realigning its reportable segments from two to four[460].

Revenue Performance - Fourth quarter 2024 revenue reached $717.1 million, an increase of $51.8 million or 7.8% year-over-year[5] - Full year 2024 revenue totaled $2.64 billion, exceeding the $2.6 billion midpoint of guidance provided in July[10] - Total revenue for the fiscal year ended December 29, 2024, was $2,637,229, a decrease of 9.1% compared to $2,899,276 for the fiscal year ended December 31, 2023[39] Net Income and Earnings - Net income attributable to common stock for Q4 2024 was $10.3 million, with diluted earnings per share of $0.12[5] - Net income for the fiscal three months ended December 29, 2024, was $10,331, compared to a loss of $212,846 for the same period in the previous year[34] - Net income attributable to common stock for the fiscal year ended December 29, 2024, was a loss of $6,724, compared to a loss of $186,176 for the fiscal year ended December 31, 2023[39] - Adjusted Diluted Earnings per Share for the fiscal three months ended December 29, 2024, was $0.21, compared to $0.07 for the same period last year[37] EBITDA and Margins - Adjusted EBITDA for Q4 2024 was $70.7 million, resulting in an Adjusted EBITDA Margin of 9.9%[5] - Adjusted EBITDA for the fiscal year ended December 29, 2024, was $238,226, down from $291,182 in the previous year, with an Adjusted EBITDA Margin of 9.0% compared to 10.0%[34] - The company recognized $66,569 in EBITDA for the fiscal three months ended December 29, 2024, compared to a loss of $161,243 in the same period last year[34] Debt and Financial Ratios - Centuri's net debt to Adjusted EBITDA ratio improved to 3.6x as of December 2024, down from 4.0x in December 2023[11] - The company reported a net debt of $849,202 as of December 29, 2024, with a Net Debt to Adjusted EBITDA ratio of 3.6, improved from 4.0 in the previous year[37] - Total debt decreased to $898,221 as of December 29, 2024, from $1,186,551 in the previous year[37] Cash Flow and Assets - Cash and cash equivalents increased to $49,019 as of December 29, 2024, from $33,407 at the end of the previous fiscal year, marking a 46.7% increase[43] - Total assets decreased to $2,074,390 as of December 29, 2024, down from $2,189,908 as of December 31, 2023, reflecting a decline of 5.2%[41] - The company reported net cash provided by operating activities of $158,230 for the fiscal year ended December 29, 2024, compared to $167,465 in the previous year, a decrease of 5.4%[43] Strategic Developments - The company appointed Chris Brown as President and CEO, effective December 3, 2024, to drive earnings growth[5] - In Q4 2024, Centuri booked $221 million in new awards, with 45% from MSA renewals and 55% from new contracts[9] - The sales opportunity pipeline has grown by one-third, including $1.5 billion in late-stage bids and approximately 40 MSA renewals expected in the next 12 months[9] Costs and Expenses - The company incurred $1,827 in CEO transition costs during the fiscal three months ended December 29, 2024[34] - Non-cash stock-based compensation expense was $1,421 for the fiscal three months ended December 29, 2024, compared to a negative $298 in the same period last year[34] - Strategic review costs for the fiscal year ended December 29, 2024, totaled $2,010, down from $3,365 in the previous year[34] - Interest expense for the fiscal year ended December 29, 2024, was $90,515, slightly down from $97,476 in the previous year[34] Profitability Metrics - Gross profit for the fiscal year ended December 29, 2024, was $220,672, down from $273,442 in the previous year, representing a decline of 19.2%[39] - Operating income for the fiscal year ended December 29, 2024, was $86,783, a significant improvement from an operating loss of $77,564 in the previous year[39] Capital Expenditures - Capital expenditures for the fiscal year ended December 29, 2024, were $99,333, down from $106,650 in the previous year, indicating a reduction of 6.2%[43] Shareholder Information - The weighted average diluted shares outstanding increased to 88,609 for the fiscal quarter ended December 29, 2024, compared to 71,666 for the same period in the previous year[39]

Core Insights - Centuri Holdings, Inc. is under investigation for possible securities fraud, with a potential class action being considered for affected investors [1][2] - The company reported Q2 financial results that missed market expectations, with a Non-GAAP EPS of $0.20, falling short by $0.02, and quarterly revenue of $643.39 million, a 17.0% decline year-over-year, missing analyst estimates by $117.03 million [3] Financial Performance - Q2 2024 Non-GAAP EPS was $0.20, missing expectations by $0.02 [3] - Quarterly revenue was $643.39 million, representing a 17.0% decline compared to the same period last year [3] - Revenue missed analyst estimates by $117.03 million [3] IPO Information - Centuri went public on April 18, 2024, offering 12.4 million shares at $21 per share [3]