Financial Performance - Centuri reported Q2 2024 revenue of $672.1 million, a decrease of $133.7 million or 16.6% compared to Q2 2023[3]. - Net income attributable to common stock was $11.7 million, with diluted earnings per share of $0.14; adjusted net income was $17.0 million, or adjusted diluted earnings per share of $0.20[3]. - Adjusted EBITDA for Q2 2024 was $68.6 million, with an adjusted EBITDA margin of 10.2%[3]. - Full year 2024 revenue guidance is projected between $2.5 billion and $2.7 billion, with an adjusted EBITDA margin of 9.0% to 9.6%[7]. - Adjusted EBITDA for the fiscal three months ended June 30, 2024, was $68.6 million, down from $92.9 million in the same period of the prior year[28]. - Free Cash Flow for the fiscal three months ended June 30, 2024, was $48.6 million, compared to $64.4 million in the same period of the prior year[29]. - Free Cash Flow Conversion was 70.8% for the fiscal three months ended June 30, 2024, compared to 69.3% in the same period of the prior year[29]. - Adjusted Net Income for the fiscal three months ended June 30, 2024, was $16.99 million, compared to $25.02 million in the same period of the prior year[30]. - Total revenue for the fiscal three months ended June 30, 2024, was $672,075,000, a decrease of 16.5% compared to $805,779,000 for the same period in 2023[33]. - Adjusted diluted earnings per share for the fiscal three months ended June 30, 2024, was $0.20, down from $0.35 in the same period last year, representing a decline of 42.9%[31]. - Net income for the fiscal three months ended June 30, 2024, was $11,697,000, compared to $18,527,000 for the same period in 2023, a decrease of 36.8%[33]. - Gross profit for the fiscal three months ended June 30, 2024, was $60,504,000, down 32.8% from $89,972,000 in the same period last year[33]. - Operating income for the fiscal three months ended June 30, 2024, was $33,145,000, a decrease of 37.7% compared to $53,202,000 in the same period last year[33]. Segment Performance - The U.S. Gas segment revenue decreased by $51.2 million, or 13.1%, to $340.7 million compared to the prior year[8]. - The Canadian Gas segment revenue decreased by $7.1 million, or 14.8%, totaling $41.0 million, while gross profit increased to 22.8%[9]. - The Union Electric segment revenue decreased by $54.0 million, or 24.8%, to $164.2 million, primarily due to a decline in offshore wind revenue[10]. - Revenue from the Union Electric segment totaled $328.1 million, a decrease of $95.8 million, or 22.6%, compared to the prior year period[14]. - Revenue from the Non-Union Electric segment totaled $217.1 million, reflecting a decrease of $53.0 million, or 19.6%, compared to the prior year period[15]. - Gross profit as a percentage of revenue decreased to 7.1% for the Union Electric segment and 8.8% for the Non-Union Electric segment, down from 7.6% and 14.5% respectively in the prior year[14][15]. Strategic Initiatives - The company secured multi-year customer awards with an estimated revenue potential exceeding $400 million, resulting in a backlog of $4.7 billion at the end of Q2 2024[3]. - Cost reduction initiatives are expected to generate approximately $29 million in annualized savings starting in 2025[3]. - The company expects annual savings of $29 million from its review of corporate and operating company overhead[18]. - The company is well positioned to implement cost-focused initiatives while growing the business under the leadership of the incoming Interim CEO[18]. Leadership Changes - The company initiated a national search for a permanent CEO following the resignation of Bill Fehrman, with Paul Caudill appointed as Interim President and CEO[3][4]. Cash Flow and Assets - The company reported a net cash used in operating activities of $76,411,000 for the fiscal six months ended June 30, 2024, compared to $19,487,000 for the same period in 2023[37]. - Total assets as of June 30, 2024, were $2,221,620,000, an increase from $2,189,908,000 as of December 31, 2023[35]. - Current liabilities decreased to $353,534,000 as of June 30, 2024, from $420,612,000 as of December 31, 2023, a reduction of 16%[35]. - Cash and cash equivalents at the end of the period were $30,919,000, down from $33,407,000 at the beginning of the period[37]. - The company raised $330,343,000 from its initial public offering and private placement, net of offering costs paid[37].

IPO and Financial Position - Centuri Group completed its IPO on April 22, 2024, selling 14,260,000 shares at an initial price of $21.00 per share, resulting in net proceeds of approximately $329.3 million after expenses[106]. - The company received total net proceeds of $329.3 million from the Centuri IPO, with $316.0 million used to pay down existing debt[154]. - As of March 31, 2024, the maximum amount outstanding on the combined credit facility was $1.117 billion, with $991.4 million on the term loan portion[162]. - The company amended its revolving credit facility to increase the maximum net leverage ratio to 5.75 to 1.00 through March 31, 2024[163]. Revenue and Segment Performance - Consolidated revenue for the first fiscal three months of 2024 was $528,023, a decrease of $125,270 or 19.2% compared to $653,293 in the same period of 2023[127]. - U.S. Gas segment revenue decreased by $32.8 million, or 12.6%, primarily due to unfavorable winter weather and the completion of a large project[129]. - Canadian Gas segment revenue decreased by $4.7 million, or 11.8%, attributed to a reduction in net volumes under existing MSAs[130]. - Union Electric segment revenue decreased by $41.8 million, or 20.3%, driven by a decline in offshore wind revenue and unfavorable winter weather conditions[131]. - Non-Union Electric segment revenue decreased by $40.0 million, or 29.3%, primarily due to a reduction in storm restoration services revenue[132]. - Revenue from Canadian operations accounted for approximately 8% of total revenue for both the fiscal three months ended March 31, 2024, and April 2, 2023[161]. Profitability and Expenses - Consolidated gross profit was $13,279, a decrease of $28,670 or 68.3% compared to $41,949 in the prior year[134]. - Selling, general and administrative expenses increased by $5.0 million, or 21.3%, due to higher strategic review and severance costs[138]. - Interest expense increased by $1,723, or 7.7%, primarily due to higher interest rates on variable-rate borrowings[140]. - Net loss attributable to common stock was $(25,058), an increase of $16,214 or 183.3% compared to $(8,844) in the prior year[127]. - For the fiscal three months ended March 31, 2024, the net loss was $25.2 million, compared to a net loss of $7.1 million for the same period in 2023, representing an increase in net loss of 254.8%[149]. - Adjusted EBITDA for the fiscal three months ended March 31, 2024, was $20.2 million, down from $49.2 million for the same period in 2023, reflecting a decrease of 58.9%[149]. - Adjusted EBITDA Margin as a percentage of revenue decreased to 3.8% for the fiscal three months ended March 31, 2024, compared to 7.5% for the same period in 2023[149]. Cash Flow and Capital Expenditures - Cash and cash equivalents decreased to $18.4 million as of March 31, 2024, from $33.4 million as of April 2, 2023[154]. - Net cash used in operating activities was $22.2 million for the fiscal three months ended March 31, 2024, compared to net cash provided of $51.9 million for the same period in 2023, a decrease of $74.1 million or 142.8%[158]. - Capital expenditures for the fiscal three months ended March 31, 2024, were $30.5 million, up from $23.2 million for the same period in 2023, an increase of 31.4%[159]. Operational Challenges and Market Position - Rising fuel, labor, and material costs have negatively impacted operations, with the company unable to fully pass these costs to customers[112]. - Inflationary pressures may impact operations, with the company attempting to recover costs through price adjustments in contracts[123]. - Seasonal demand fluctuations affect revenue, with typically lower revenue in the first quarter due to winter weather conditions[122]. - The company is positioned to benefit from increased demand for utility infrastructure services due to aging infrastructure and regulatory mandates[111]. - Centuri's services support environmental goals, including reducing methane emissions and enhancing electric infrastructure resilience[119]. - The company anticipates ongoing separation-related costs through at least fiscal year 2025 following its separation from Southwest Gas Holdings[108]. - The company has taken steps to secure equipment availability, mitigating potential disruptions in service delivery[115].

Financial Performance - Centuri reported first quarter 2024 consolidated revenue of $528.0 million, a decrease of 19.2% from $653.3 million in the first quarter of 2023[3]. - The net loss attributable to common stock for the first quarter of 2024 was $(25.1) million, compared to $(8.8) million in the prior year[2]. - Adjusted EBITDA for the first quarter of 2024 was $20.2 million, down from $49.2 million in the same period last year[2]. - Net loss for the fiscal three months ended March 31, 2024, was $25,233,000, compared to a net loss of $7,105,000 for the same period in 2023, representing an increase in loss of approximately 254%[17]. - Total revenue decreased to $528,023,000 for the fiscal three months ended March 31, 2024, down from $653,293,000 in the same period of 2023, reflecting a decline of about 19.2%[19]. - Adjusted EBITDA for the fiscal three months ended March 31, 2024, was $20,172,000, compared to $49,237,000 for the same period in 2023, indicating a decrease of approximately 59%[17]. - The adjusted EBITDA margin as a percentage of revenue was 3.8% for the fiscal three months ended March 31, 2024, down from 7.5% in the same period of 2023[17]. Segment Performance - The U.S. Gas segment revenue decreased by $32.8 million, or 12.6%, to $226.6 million due to unfavorable weather conditions[4]. - Revenue from the Union Electric segment fell by $41.8 million, or 20.3%, totaling $163.9 million, impacted by a decline in offshore wind revenue[6]. - The Non-Union Electric segment experienced a revenue drop of $40.0 million, or 29.3%, with revenue of $96.6 million, primarily due to reduced storm restoration services[7]. Cash Flow and Assets - Cash and cash equivalents decreased to $18,405,000 as of March 31, 2024, from $33,407,000 at the end of the previous period, representing a decline of approximately 44.9%[21]. - Net cash used in operating activities was $22,213,000 for the fiscal three months ended March 31, 2024, compared to net cash provided of $51,878,000 in the same period of 2023[23]. - Total assets decreased to $2,119,306,000 as of March 31, 2024, from $2,189,908,000 at the end of the previous period, indicating a reduction of about 3.2%[21]. Strategic Actions - Centuri completed an IPO on April 22, 2024, raising total net proceeds of $329.3 million, primarily used to pay down debt[2]. - The company paid $92.0 million to acquire the remaining 10% noncontrolling interest in Linetec Services, LLC in April 2024[2]. - Centuri received over $40 million in new awards from existing master service agreements customers during the quarter[2]. - The company reported strategic review costs of $3,877,000 for the fiscal three months ended March 31, 2024, compared to $91,000 in the same period of 2023, marking a significant increase[18]. - Capital expenditures for the fiscal three months ended March 31, 2024, were $30,499,000, an increase from $23,237,000 in the same period of 2023, reflecting a rise of approximately 31.2%[23]. Future Outlook - The company plans to hold its inaugural earnings conference call in August 2024, coinciding with the release of its second quarter 2024 financial results[8].

Table of Contents As filed with the Securities and Exchange Commission on April 8, 2024 Registration No. 333-278178 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Centuri Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 1623 93-1817741 (Primary Standard Industrial Classification Code Number) 19820 North 7th A ...

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Centuri Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 1623 93-1817741 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1 ...