Centuri Holdings Inc.

11/05/2026 | Press release | Distributed by Public on 11/05/2026 14:07

Quarterly Report for Quarter Ending September 27, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and corresponding notes in Item 1 - Financial Statements within Part I of this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 filed with the SEC on February 26, 2026 (our "2025 Annual Report").
Unless the context otherwise requires, references to "we," "us," "our," "the Company," 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 2025 Annual Report. See "Cautionary Note Regarding Forward-Looking Statements."
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 nine months of 2026 and 2025 ended on September 27, 2026 and September 28, 2025, respectively, and each period had 39 weeks. The third fiscal quarters of 2026 and 2025 each had 13 weeks.
Overview
Company Overview
We are a leading North American utility and energy infrastructure services company, and we partner with regulated utilities to maintain, upgrade and expand the energy network that powers millions of homes and businesses. We serve as a long-term strategic partner to, and an extension of, North America's electric, gas and combination utility providers, delivering a wide range of infrastructure solutions to ensure safe, reliable and environmentally sustainable energy operations. Our service offerings primarily consist of the modernization of utility infrastructure through the replacement, maintenance, retrofitting and installation of electric and natural gas distribution and utility-scale transmission networks and building capacity to meet current and future demands. We also serve complementary, attractive and growing end markets such as distributed power projects and data centers. Our essential services enable our customers to enhance the safety, reliability and environmental sustainability of the electric and natural gas networks that consumers rely upon to meet their essential and evolving energy needs. Our strategy is focused primarily on maintaining and growing services to our existing customers through master service agreements ("MSAs") and bid work, securing new customer relationships, providing services to select adjacent end-markets, expanding our geographic footprint further into the Southeastern and Midwestern United States and Canada, and diversifying our portfolio of work. Guided by our values and our unwavering commitment to serve as a long-term partner to customers and communities, our employees enable our customers to safely and reliably deliver electricity and natural gas and achieve their goals for environmental sustainability.
Separation from Southwest Gas Holdings
We completed an initial public offering ("IPO") in April 2024. Following the IPO, our former parent, Southwest Gas Holdings, Inc. ("Southwest Gas Holdings"), reduced its ownership interest through a series of secondary offerings and private placements which culminated in Southwest Gas Holdings no longer owning any equity interest in our Company effective September 5, 2025. Accordingly, we no longer qualify as a "controlled company" under the New York Stock Exchange rules.
Segment Information
We report under the following four reportable segments: (i) U.S. Gas Utility Services ("U.S. Gas"); (ii) Canadian Utility Services ("Canadian Operations"); (iii) Union Electric Utility Services ("Union Electric"); and (iv) Non-Union Electric Utility Services ("Non-Union Electric").
Acquisitions
In November 2025, we completed the acquisition of all of the equity interests in Connect Utility Services Corporation ("Connect"), a Canadian electric utility services provider. Connect's results are included in our Canadian Operations segment.
On July 20, 2026, we completed the acquisition of all of the equity interests in JJ White, Inc. ("JJ White"), a
Pennsylvania-based provider of industrial and commercial construction and maintenance services, for an estimated $58.0 million in total cash consideration. Total consideration reflects net working capital adjustments and other post-closing adjustments from the $62.0 million base purchase price. The acquisition of JJ White expanded our core union electric capabilities across the Northeast and Midwest. JJ White's results are included in our Union Electric segment.
Factors Affecting Our Results of Operations
Our financial results may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, regulatory or environmental influences, seasonality and severe weather events, rising interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Additionally, our results are impacted by fluctuations in the capital expenditure and maintenance budgets of our customers, which are subject to overall economic conditions; regulatory changes, such as the adoption of new laws or changes to permitting requirements; the introduction of new technologies; and our customers' capital resources, financial performance, and strategic plans. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.
During the second fiscal quarter of 2026, we reversed $9.0 million in revenue related to a legacy contract with the City of Chicago (the "City of Chicago reversal") within our U.S. Gas segment upon completing our initial analysis of a court order entered on April 20, 2026, which required us to reassess our estimates of variable consideration under the legacy contract in accordance with ASC 606. This reversal decreased gross profit by the same amount, resulted in a $2.3 million tax benefit and reduced net income by $6.7 million. Refer to "Note 15 - Commitments and Contingencies - Legal Proceedings" to the financial statements for further details.
Market Outlook and Trends
North America relies on electric and natural gas delivery infrastructure to maintain its dynamic economy, but existing infrastructure is subject to degradation and is often decades old. Governments have increased regulatory stringency and enacted legislation to support the necessary infrastructure investments in the sector, aimed at preventing disruption, enhancing safety and readying to meet current and future demands. Additionally, labor market constraints and a changing utility workforce have led utilities to become increasingly reliant on external outsourced utility infrastructure service providers, creating an overall growing market well-positioned for consolidation. We believe these trends represent a significant challenge for utilities, but also an opportunity for outsourced utility infrastructure services companies to build and maintain more efficient, sustainable infrastructure that can meet the energy needs of future generations.
We regularly evaluate the impact of macroeconomic conditions on our business. During the fiscal nine months ended September 27, 2026, rising fuel, labor and material costs negatively impacted our results of operations where the timing and extent of cost recovery did not fully offset these increases. While we attempt to mitigate the impact of commodity price increases through our bid processes and price escalation provisions with our customers, our operating expenses and margins may continue to be negatively impacted if commodity prices remain at or exceed current levels.
During the first and second fiscal quarters of 2026, we incurred increased costs to scale up our field workforce in response to increased demand. While these costs moderated during the third fiscal quarter of 2026, we expect our labor-related costs will continue to be impacted by our investments in attracting and retaining skilled labor in this highly competitive environment for utility infrastructure services.
Generally, our contracts provide that the customer is responsible for supplying the materials for their projects. Fluctuations in the price or availability of materials and equipment that we or our customers utilize could impact (positively or negatively, as applicable) costs to complete projects or result in the postponement of projects. Although certain of our customers have experienced previous disruptions in their supply chain for certain project materials, most of our customers have generally been able to procure the necessary materials in a timely manner.
Our operations also depend on the availability of certain equipment to perform services. We believe we have taken steps to secure delivery of a sufficient amount of equipment and do not anticipate any significant disruptions with respect to our fleet in the near-term.
Demand for Services
Seasonality and severe weather events. The seasonal nature of the industry we serve affects demand for our services. Generally, our revenue is lowest during the first fiscal quarter of the year due to less favorable winter weather and related working conditions in many of the areas where we perform work. Revenue typically improves as more favorable weather
conditions occur during the summer and fall months. In cases of severe weather, such as following a regional storm, we may be engaged to perform restoration activities related to above-ground utility infrastructure, which typically results in higher margins due to higher equipment utilization and the absorption of fixed costs. Alternatively, these severe weather events can also delay projects, negatively impacting our results of operations. Severe weather events and the related impacts on our performance and results are not solely within the control of management and cannot always be predicted or mitigated.
Energy prices. Fluctuations in market prices for oil, gas and other energy sources can impact demand for our services. Such fluctuations can affect the level of activity in energy generation projects as well as pipeline construction projects. The availability of transportation and transmission capacity can also impact demand for our services, including energy generation, electric grid and pipeline construction projects.
Competition. The highly competitive nature of our industry can result in changes in the levels of activity, project mix and moreover the profitability of the services we provide. We compete with a number of regional and national utility infrastructure services companies for contracts and labor, and competitors may be awarded work that we seek, which could reduce our revenue and utilization levels.
Regulatory environment. Our results are affected by changes in the regulatory environment, including changes in energy and environmental laws, utility rate-making and capital recovery decisions, and permitting and approval timelines. These changes may create opportunities that increase demand for our services or, alternatively, may delay, reduce or increase the cost of customer projects, and we cannot predict their timing or effect on our results of operations. For example, utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement programs throughout the U.S., and we believe that we are well-positioned to serve the increased demand resulting from these programs. Additionally, customer investment in data center-related infrastructure intended to support the related increasing power demands represents a growing opportunity for us. Our ability to capitalize on these opportunities will depend in part on the pace of permitting and regulatory approval of these projects by our customers, which may be affected by, among other factors, developments at the federal, state and local levels in legislative, regulatory and community initiatives with respect to data centers or a slowdown, reprioritization or technological shift in artificial intelligence-related capital spending, which spending is currently driving demand for data centers. Postponement or a reduction in the scope of customer projects could affect the timing of our revenue and our results of operations. Our backlog includes data center-related projects only when we believe the applicable customer budgets have been approved and required permitting has been obtained.
Sustainability initiatives. Our services support customers' environmental goals, such as reducing methane emissions from pipeline leaks through pipe repair and replacement, hardening electric infrastructure to prevent damage from storms or otherwise, and assisting gas and electric customers with their renewable and sustainable energy infrastructure initiatives. We believe that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance.
Project Variability
Margins for our projects may vary from period to period due to changes in the volume or type of work performed and the pricing structure of our projects. Additionally, factors such as site conditions, project location, competition for skilled craft labor, labor shortages, weather events, environmental restrictions, regulatory delays, protests, political activity, legal challenges, or the performance of third parties may adversely impact our project performance.
In certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can impact our results of operations.
Inflation
Under the terms of a majority of our MSAs and other customer agreements, 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. Excluding fuel, our results for the third fiscal quarter of 2026 were not significantly impacted by increases in prices, including due to tariffs implemented by the Trump Administration.
Backlog
Backlog as of September 27, 2026 was approximately $6.2 billion, with approximately 81% 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.
Backlog differs from remaining performance obligations disclosed in "Note 3 - Revenue and Related Balance Sheet Accounts" to the condensed consolidated financial statements, as remaining performance obligations are limited to contractually obligated revenue on our contracts that exceed one year, which is typically only bid projects, whereas backlog is inclusive of all contracts regardless of length and includes estimated future work over the contractual life of MSAs. Generally, customers are not contractually committed to specific volumes of work under MSAs, and MSAs may be terminated by either party upon notice. Revenue estimates for MSAs are based on historical customer trends. As backlog only includes revenue estimates over the contractual life of MSAs, backlog tends to fluctuate based on the timing of MSA renewals.
Projects included in backlog can be subject to delays or cancellation as a result of regulatory requirements, adverse weather conditions, customer requirements and other factors that could cause actual revenue to differ significantly from the estimates, or cause revenue to be realized in periods other than originally expected.
Results of Operations
Our results of operations, on a consolidated basis and by segment, for the fiscal three- and nine-month periods ended September 27, 2026 and September 28, 2025 are set forth and compared below.
Fiscal three months ended September 27, 2026 compared to the fiscal three months ended September 28, 2025
The following table summarizes our consolidated results of operations for the fiscal three months ended September 27, 2026, and September 28, 2025, including as a percentage of revenue, as well as the dollar and percentage change period-over-period.
Fiscal Three Months Ended Change
(dollars in thousands) September 27, 2026 September 28, 2025 $ %
Revenue, net $ 1,192,048 100.0 % $ 850,044 100.0 % $ 342,004 40.2 %
Cost of revenue (including depreciation) 1,078,657 90.5 % 772,084 90.8 % 306,573 39.7 %
Gross profit 113,391 9.5 % 77,960 9.2 % 35,431 45.4 %
Selling, general and administrative expenses 44,294 3.7 % 34,960 4.1 % 9,334 26.7 %
Amortization of intangible assets 8,066 0.7 % 6,685 0.8 % 1,381 20.7 %
Operating income 61,031 5.1 % 36,315 4.3 % 24,716 68.1 %
Interest expense, net 13,227 1.1 % 26,205 3.1 % (12,978) (49.5 %)
Other (income) expense, net (935) (0.1 %) 78 0.0 % (1,013) NM
Income before income taxes 48,739 4.1 % 10,032 1.2 % 38,707 385.8 %
Income tax expense 21,810 1.8 % 7,918 1.0 % 13,892 175.4 %
Net income 26,929 2.3 % 2,114 0.2 % 24,815 1,173.8 %
Net income attributable to noncontrolling interests 59 0.0 % 15 0.0 % 44 293.3 %
Net income attributable to common stock $ 26,870 2.3 % $ 2,099 0.2 % $ 24,771 1,180.1 %
NM - Percentage is not meaningful
Revenue and Gross Profit
The following table summarizes our revenue and gross profit for the periods indicated by segment as well as the dollar and percentage change from the prior year period. Gross profit margins are calculated by dividing gross profit by revenue. The discussion that follows highlights key revenue changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue.
Fiscal Three Months Ended Change
(dollars in thousands) September 27, 2026 September 28, 2025 $ %
Revenue:
U.S. Gas $ 576,046 48.3 % $ 412,407 48.5 % $ 163,639 39.7 %
Canadian Operations 98,498 8.3 % 74,153 8.8 % 24,345 32.8 %
Union Electric 354,001 29.7 % 214,499 25.2 % 139,502 65.0 %
Non-Union Electric 175,372 14.7 % 148,985 17.5 % 26,387 17.7 %
Eliminations (11,869) (1.0 %) - - % (11,869) NM
Consolidated revenue $ 1,192,048 100.0 % $ 850,044 100.0 % $ 342,004 40.2 %
Gross profit:
U.S. Gas $ 47,480 8.2 % $ 31,650 7.7 % $ 15,830 50.0 %
Canadian Operations 19,275 19.6 % 16,218 21.9 % 3,057 18.8 %
Union Electric 31,423 8.9 % 19,490 9.1 % 11,933 61.2 %
Non-Union Electric 15,213 8.7 % 10,602 7.1 % 4,611 43.5 %
Consolidated gross profit $ 113,391 9.5 % $ 77,960 9.2 % $ 35,431 45.4 %
NM - Percentage is not meaningful
•Revenue from our U.S. Gas segment totaled $576.0 million for the fiscal three months ended September 27, 2026, reflecting an increase of $163.6 million, or 39.7%, compared to the prior year period, primarily driven by new bid and MSA contracts. We also experienced additional volumes on existing MSAs during the current three-month period. As a percentage of revenue, gross profit increased to 8.2% in the current three-month period from 7.7% in the prior year three-month period, benefiting from increased productivity of crews and more efficient utilization of fixed overhead due to increased volumes.
•Revenue from our Canadian Operations segment totaled $98.5 million for the fiscal three months ended September 27, 2026, reflecting an increase of $24.3 million, or 32.8%, compared to the prior year three-month period. This increase was driven by the acquisition of Connect, which contributed approximately $26.1 million in revenue and $3.8 million in gross profit in the current year three-month period. As a percentage of revenue, gross profit decreased to 19.6% in the current three-month period as compared to 21.9% in the prior year three-month period, primarily due to the acquisition of Connect, which realizes slightly lower margins than the segment's legacy gas operations.
•Revenue from our Union Electric segment totaled $354.0 million for the fiscal three months ended September 27, 2026, reflecting an increase of $139.5 million, or 65.0%, compared to the prior year period. This increase was driven primarily by the acquisition of JJ White and an increase in industrial and electric bid revenue. JJ White contributed approximately $86.4 million in revenue and $7.6 million in gross profit during the current year period. As a percentage of revenue, gross profit decreased to 8.9% in the current period compared to 9.1% in the prior year period.
•Revenue from our Non-Union Electric segment totaled $175.4 million for the fiscal three months ended September 27, 2026, reflecting an increase of $26.4 million, or 17.7%, compared to the prior year period. Storm restoration services revenue increased by $18.5 million and the related gross profit increased $5.1 million between periods. As a percentage of revenue, Non-Union Electric gross profit increased to 8.7% in the current period compared to 7.1% in the prior year period driven by the profitability of storm restoration work.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $9.3 million, or 26.7%, in the fiscal three months ended September 27, 2026 compared to the prior year three-month period, while decreasing as a percentage of revenue. Within selling, general and administrative expenses in the current three-month period, we incurred $3.4 million in acquisition costs, $3.2 million in severance, and $1.7 million in strategy implementation and other non-recurring professional fees. In
the prior year three-month period, we incurred $2.3 million in non-recurring separation costs. Newly acquired companies also contributed $1.4 million in incremental selling, general and administrative expenses in the current year period. The remainder of the increase between periods was attributable to increased compensation, insurance costs, professional fees, and other general overhead costs.
Interest Expense, Net
The decrease of $13.0 million in interest expense, net in the fiscal three months ended September 27, 2026 compared to the prior year three-month period was primarily due to the $8.3 million in costs related to the refinance of our credit facility included in the prior year three-month period. Additionally, we maintained a lower average debt balance in the current year three-month period, and incurred lower interest rates on outstanding variable-rate borrowings as compared to the prior year three-month period.
Income Tax
Our effective tax rate for the fiscal three months ended September 27, 2026 and September 28, 2025 was 44.7% and 78.9%, respectively. For the current year period, discrete tax items impacting the current year period effective tax rate were primarily due to acquisition costs and severance costs (the majority of both were not deductible). Discrete tax items impacting the prior year period effective tax rate were primarily due to fees incurred in refinancing our debt and fees incurred in separating from Southwest Gas Holdings. Effective tax rates for both periods were impacted by the effect of U.S. tax on certain earnings of our foreign operations under the global intangible low-taxed income ("GILTI") provisions of the Internal Revenue Code and the disproportionate amount of non-deductible expenses in relation to income before income taxes.
Fiscal nine months ended September 27, 2026 compared to fiscal nine months ended September 28, 2025
The following table summarizes our consolidated results of operations for the fiscal nine-month periods ended September 27, 2026 and September 28, 2025, including as a percentage of revenue, as well as the dollar and percentage change between fiscal years.
Fiscal Nine Months Ended Change
(dollars in thousands) September 27, 2026 September 28, 2025 $ %
Revenue, net $ 2,877,208 100.0 % $ 2,124,177 100.0 % $ 753,031 35.5 %
Cost of revenue (including depreciation) 2,658,917 92.4 % 1,958,088 92.2 % 700,829 35.8 %
Gross profit 218,291 7.6 % 166,089 7.8 % 52,202 31.4 %
Selling, general and administrative expenses 114,228 4.0 % 90,294 4.3 % 23,934 26.5 %
Amortization of intangible assets 23,625 0.8 % 20,034 0.9 % 3,591 17.9 %
Operating income 80,438 2.8 % 55,761 2.6 % 24,677 44.3 %
Interest expense, net 37,769 1.3 % 62,314 2.9 % (24,545) (39.4 %)
Other (income) expense, net (1,116) 0.0 % 205 0.0 % (1,321) NM
Income (loss) before income taxes 43,785 1.5 % (6,758) (0.3 %) 50,543 NM
Income tax expense 20,193 0.7 % 973 0.1 % 19,220 1,975.3 %
Net income (loss) 23,592 0.8 % (7,731) (0.4 %) 31,323 NM
Net income attributable to noncontrolling interests 150 0.0 % 54 0.0 % 96 177.8 %
Net income (loss) attributable to common stock $ 23,442 0.8 % $ (7,785) (0.4 %) $ 31,227 NM
NM - Percentage is not meaningful
Revenue and Gross Profit
The following table summarizes our revenue and gross profit for the periods indicated by segment, as well as the dollar and percentage change from the prior year period. Gross profit margins are calculated by dividing gross profit by revenue. The discussion that follows highlights key revenue changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue.
Fiscal Nine Months Ended Change
(dollars in thousands) September 27, 2026 September 28, 2025 $ %
Revenue:
U.S. Gas $ 1,350,065 46.9 % $ 946,935 44.6 % $ 403,130 42.6 %
Canadian Operations 239,964 8.3 % 169,048 8.0 % 70,916 42.0 %
Union Electric 782,237 27.2 % 572,206 26.9 % 210,031 36.7 %
Non-Union Electric 516,811 18.0 % 435,988 20.5 % 80,823 18.5 %
Eliminations (11,869) (0.4 %) - - % (11,869) NM
Consolidated revenue $ 2,877,208 100.0 % $ 2,124,177 100.0 % $ 753,031 35.5 %
Gross profit:
U.S. Gas $ 61,792 4.6 % $ 43,218 4.6 % $ 18,574 43.0 %
Canadian Operations 41,417 17.3 % 32,782 19.4 % 8,635 26.3 %
Union Electric 69,852 8.9 % 46,658 8.2 % 23,194 49.7 %
Non-Union Electric 45,230 8.8 % 43,431 10.0 % 1,799 4.1 %
Consolidated gross profit $ 218,291 7.6 % $ 166,089 7.8 % $ 52,202 31.4 %
NM - Percentage is not meaningful
•Revenue from our U.S. Gas segment totaled $1,350.1 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $403.1 million, or 42.6%, compared to the prior year period. This increase was driven by new bid and MSA contracts as well as increased MSA volumes on existing contracts. There was no change in gross profit as a percentage of revenue in the fiscal nine months ended September 27, 2026 from the prior year period. Profitability in the current year nine-month period was negatively impacted by the $9.0 million City of Chicago reversal. Excluding this reversal, profitability improved from the prior year nine-month period, primarily reflecting more efficient performance, partially offset by costs associated with scaling up new work and increased fuel costs.
•Revenue from our Canadian Operations segment totaled $240.0 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $70.9 million, or 42.0%, compared to the prior year period. The increase was driven by the acquisition of Connect, which contributed approximately $71.6 million in revenue and $9.6 million in gross profit in the current year period. As a percentage of revenue, gross profit decreased to 17.3% in the fiscal nine months ended September 27, 2026 compared to 19.4% in the prior year period. This decrease was primarily driven by Connect, which realizes slightly lower margins than the segment's legacy gas operations.
•Revenue from our Union Electric segment totaled $782.2 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $210.0 million, or 36.7%, compared to the prior year period. This increase was driven by the acquisition of JJ White and an increase in industrial and electric bid revenue. JJ White contributed approximately $86.4 million in revenue and $7.6 million in gross profit during the current year period. As a percentage of revenue, gross profit increased to 8.9% in the fiscal nine months ended September 27, 2026 compared to 8.2% in the prior year period. Gross profit margin for the current year period was positively impacted by a favorable change in estimated costs to complete on an offshore wind project that is nearing completion.
•Revenue from our Non-Union Electric segment totaled $516.8 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $80.8 million, or 18.5%, compared to the prior year period. Storm restoration services revenue increased $21.7 million, and the related gross profit increased $2.3 million. As a percentage of revenue, gross profit decreased to 8.8% in the fiscal nine months ended September 27, 2026 compared to 10.0% in the prior year period, largely due to the elevated fuel costs and, to a lesser extent, ramp-up inefficiencies experienced on a new MSA in the first fiscal quarter.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $23.9 million, or 26.5% in the fiscal nine months ended September 27, 2026, while decreasing slightly as a percentage of revenue. Within selling, general and administrative expenses in the current period, we incurred $4.8 million in acquisition costs, $3.3 million in strategy implementation and other non-recurring professional fees, and $3.2 million in severance for administrative positions. In the prior year period, we incurred $5.5 million in non-recurring separation-related costs and $1.4 million in non-recurring one-time professional fees.
Year-over-year, bonus and stock-based compensation increased approximately $5.9 million and salaries increased approximately $3.4 million in the fiscal nine months ended September 27, 2026 as compared to the prior year period. Additionally, newly acquired companies contributed approximately $2.8 million in incremental selling, general and administrative expenses in the current year period. We also experienced increased insurance costs, professional fees, and other general overhead costs.
Interest Expense, Net
Interest expense, net decreased by $24.5 million in the fiscal nine months ended September 27, 2026 compared to the prior year period due to a reduced average debt balance and lower interest rates on outstanding variable-rate borrowings. Additionally, the prior year period included $8.3 million in costs related to the refinance of our credit facility.
Income Tax
Our effective tax rate for the fiscal nine-month periods ended September 27, 2026 and September 28, 2025 was 46.1% and (14.4%), respectively. For the current year nine-month period, discrete tax items impacting the effective tax rate were primarily due to the City of Chicago reversal and strategy implementation costs, as well as acquisition costs and severance costs (the majority of both were not deductible). Discrete tax items impacting the prior year nine-month period effective tax rate were primarily due to fees incurred in refinancing our debt and fees incurred in separating from Southwest Gas Holdings. Effective tax rates for both periods were impacted by U.S. tax on certain earnings of our foreign operations under the global intangible low-taxed income ("GILTI") provisions of the Internal Revenue Code and the disproportionate amount of non-deductible expenses in relation to income (loss) before income taxes.
Non-GAAP Financial Measures
We prepare and present our financial statements in accordance with GAAP. However, management believes that EBIT, Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT Margin, 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 of results. Management also believes that providing these non-GAAP measures helps investors evaluate the Company's operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Because these non-GAAP measures, as defined, exclude some, but not all, items that affect comparable GAAP financial measures, these non-GAAP measures may not be comparable to similarly titled measures of other companies. Management believes that, due to the non-recurring nature of the previously reported City of Chicago reversal, its exclusion from certain non-GAAP financial measures provides investors with a better understanding of the current performance of the business.
EBIT is defined as earnings before interest and taxes. Adjusted EBIT is defined as EBIT, adjusted for (i) non-cash stock-based compensation, (ii) acquisition costs, (iii) separation-related costs, (iv) strategy implementation costs, (v) severance costs, (vi) other professional fees and (vii) the City of Chicago reversal. Adjusted EBITDA is defined as Adjusted EBIT, adjusted to remove depreciation and amortization. Adjusted EBIT Margin is defined as the percentage derived from dividing Adjusted EBIT by revenue. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.
Management believes that EBIT, Adjusted EBIT, and Adjusted EBITDA help investors gain an understanding of the factors affecting our ongoing cash earnings from which capital investments are made and debt is serviced, and that Adjusted EBIT and Adjusted EBITDA provide additional insight by removing certain expenses that are non-recurring or non-operational in nature. Management believes that Adjusted EBIT Margin and Adjusted EBITDA Margin are useful for
the same reasons as Adjusted EBIT and Adjusted EBITDA, respectively, and also provide an additional understanding of how Adjusted EBIT and Adjusted EBITDA, respectively, are impacted by factors other than changes in revenue.
Adjusted Net Income is defined as net income (loss) adjusted for (i) separation-related costs, (ii) strategy implementation costs, (iii) severance costs, (iv) amortization of intangible assets, (v) other professional fees, (vi) City of Chicago reversal, (vii) loss on debt modification and extinguishment, (viii) non-cash stock-based compensation, (ix) acquisition costs and (x) 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.
Using EBIT, Adjusted EBIT, and Adjusted EBITDA as performance measures has material limitations as compared to net income (loss), or other financial measures as defined under GAAP, as they exclude certain recurring items, which may be meaningful to investors. These metrics all exclude interest expense net of interest income; however, as we have borrowed money to finance transactions and operations, or invested available cash to generate interest income, interest expense and interest income are elements of our cost structure and can affect our ability to generate revenue and returns for our stockholders. Further, these metrics exclude income taxes; however, as we are organized as a corporation, the payment of taxes is a necessary element of our operations. Adjusted EBITDA also excludes depreciation and amortization; however, as we use capital and intangible assets to generate revenue, depreciation and amortization are necessary elements of our costs and ability to generate revenue. As a result of these exclusions, the metrics from which they are excluded have material limitations compared to net income (loss). When using these metrics as a performance measure, management compensates for these limitations by comparing them to net income (loss) in each period, to allow for the comparison of the performance of the underlying core operations with the overall performance of the Company on a full-cost, after-tax basis.
As to certain of the items related to these non-GAAP measures: (i) non-cash stock-based compensation varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted; (ii) acquisition costs vary from period to period depending on the level of our acquisition activity; (iii) separation-related costs represent expenses incurred post-IPO in connection with the separation and stand up of Centuri as its own public company, including costs incurred in association with Southwest Gas Holdings' sale of its holdings of our common stock, which are not reflective of our ongoing operations and will not recur given that Centuri is fully separated from Southwest Gas Holdings; (iv) strategy implementation costs represent non-recurring consulting fees incurred in connection with implementing the Company's new long-term strategy announced on May 6, 2026; (v) severance costs related to non-recurring leadership restructuring; (vi) other professional fees are non-recurring costs associated with certain one-time events; (vii) the City of Chicago reversal relates to a non-recurring reversal of revenue on a legacy contract; and (viii) loss on debt modification and extinguishment represents non-recurring professional fees expensed as part of our credit facility refinance as well as the non-cash write-off of unamortized debt issuance costs associated with debt extinguishments. The most comparable GAAP financial measures and information reconciling the GAAP and non-GAAP financial measures are set forth below.
EBIT, Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents reconciliations of net income (loss) to EBIT, Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:
Fiscal Three Months Ended Fiscal Nine Months Ended
(dollars in thousands) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Net income (loss) $ 26,929 $ 2,114 $ 23,592 $ (7,731)
Interest expense, net 13,227 26,205 37,769 62,314
Income tax expense 21,810 7,918 20,193 973
EBIT 61,966 36,237 81,554 55,556
Non-cash stock-based compensation 2,232 2,143 8,543 5,893
Acquisition costs 3,430 - 4,826 -
Separation-related costs - 2,343 - 5,518
Strategy implementation costs 1,036 - 2,712 -
Severance costs 3,745 - 3,745 -
Other professional fees 629 - 629 1,379
City of Chicago reversal - - 8,953 -
Adjusted EBIT 73,038 40,723 110,962 68,346
Depreciation expense
26,939 27,805 81,686 82,901
Amortization of intangible assets
8,066 6,685 23,625 20,034
Adjusted EBITDA $ 108,043 $ 75,213 $ 216,273 $ 171,281
Adjusted EBIT Margin (% of revenue) 6.1 % 4.8 % 3.9 % 3.2 %
Adjusted EBITDA Margin (% of revenue) 9.1 % 8.8 % 7.5 % 8.1 %
Adjusted Net Income:
The following table presents reconciliations of net income (loss) to Adjusted Net Income for the specified periods:
Fiscal Three Months Ended Fiscal Nine Months Ended
(dollars in thousands) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Net income (loss) $ 26,929 $ 2,114 $ 23,592 $ (7,731)
Separation-related costs - 2,343 - 5,518
Strategy implementation costs 1,036 - 2,712 -
Severance costs 3,745 - 3,745 -
Amortization of intangible assets 8,066 6,685 23,625 20,034
Other professional fees 629 - 629 1,379
City of Chicago reversal - - 8,953 -
Loss on debt modification and extinguishment - 8,240 - 8,240
Non-cash stock-based compensation 2,232 2,143 8,543 5,893
Acquisition costs 3,430 - 4,826 -
Income tax impact of adjustments(1)
(3,576) (4,853) (11,702) (10,267)
Adjusted Net Income $ 42,491 $ 16,672 $ 64,923 $ 23,066
(1)Calculated based on a blended statutory tax rate of 25%, except for certain nondeductible severance costs and acquisition costs.
Liquidity and Capital Resources
Sources and Uses of Liquidity
Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of September 27, 2026 and December 28, 2025, cash and cash equivalents were $42.0 million and $126.6 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.
We evaluate our working capital requirements on a regular basis and regularly monitor financial markets and assess general economic conditions for possible impacts to our financial position. Our capital requirements may change to the extent we identify acquisition opportunities, if we experience difficulties collecting amounts due from customers, increase our working capital in connection with new or existing customer programs or repay certain credit facilities.
Cash Flows
The following table presents a summary of our cash flows:
Fiscal Nine Months Ended
(dollars in thousands) September 27, 2026 September 28, 2025
Net cash used in operating activities $ (42,630) $ (5,769)
Net cash used in investing activities $ (103,262) $ (64,161)
Net cash provided by financing activities $ 61,801 $ 36,953
Operating Activities
Cash flows provided by operating activities are impacted by changes in the timing of demand for our services and related operating margins but can also be affected by working capital needs. Working capital is primarily affected by changes in accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, accrued expenses, contract liabilities, and income tax accounts, which are primarily related to changes in revenue and related costs of revenue. These working capital balances are affected by changes in revenue resulting from the timing and volume of work performed, variability in the timing of customer billings and collections of receivables, as well as settlement of payables and other liabilities.
Net cash used in operating activities for the fiscal nine months ended September 27, 2026 was $42.6 million, compared to $5.8 million for the fiscal nine months ended September 28, 2025, representing a decrease in operating cash flows of $36.8 million. The year-over-year decrease primarily reflected increased working capital associated with revenue growth and the timing of customer billings and collections, partially offset by improved net income and increased advance billings from customers. The most significant factors were:
•Net income: Our net income improved $31.3 million from the prior year period.
•Accounts receivable and contract assets: Cash flow decreased $94.2 million, primarily reflecting higher accounts receivable and contract asset balances associated with revenue growth and the timing of billings and collections. This increase included certain bid projects for which billings are subject to completion of milestones and certain MSAs for which customer approval is contractually required before invoices can be issued. These requirements can result in a timing difference between revenue recognition and billing and collection, particularly during periods of higher work volumes. Partially offsetting this impact was the sale of an additional $40.0 million in accounts receivable under the Securitization Facility in the current year period.
•Contract liabilities: Cash flow increased $25.8 million, as certain new projects led to advance billings to customers.
Investing Activities
Net cash used in investing activities was $103.3 million in the fiscal nine months ended September 27, 2026 compared to $64.2 million for the fiscal nine months ended September 28, 2025, an increase of $39.1 million.
The construction industry is capital intensive, and we expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal nine months ended September 27, 2026 and September 28, 2025, we had capital expenditures of $70.8 million and $68.7 million, respectively.
These items were partially offset by proceeds from the sale of property and equipment of $22.5 million and $4.6 million for the fiscal nine-month periods ended September 27, 2026 and September 28, 2025, respectively. Proceeds from the sale of property and equipment for the fiscal nine months ended September 27, 2026 included approximately $18.7 million in proceeds from sale-leaseback transactions.
For the fiscal nine months ended September 27, 2026, cash outflows for acquisitions, net of cash acquired, was $53.0 million, $51.6 million of which related to the JJ White acquisition, with the remainder relating to post-closing adjustments on the Connect acquisition.
Financing Activities
Net cash provided by financing activities was $61.8 million for the fiscal nine months ended September 27, 2026, compared to $37.0 million for the fiscal nine months ended September 28, 2025, an increase of $24.8 million. The increase was primarily attributable to higher net borrowings on our credit facility, including borrowings used to fund the acquisition of JJ White.
Foreign Operations
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. Revenue from our Canadian operations was approximately 8% of total revenue for both the fiscal nine-month periods ended September 27, 2026 and September 28, 2025. 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.
Credit and Securitization Facilities
Term Loan and Revolving Credit Facility
On July 9, 2025, we signed the sixth amendment to our second amended and restated credit agreement to refinance and replace in full our existing term loan facility with an $800 million term loan facility, $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. This amendment also increased the maximum principal amount of our senior secured revolving credit facility from $400 million to $450 million. On January 12, 2026, we entered into the seventh amendment to our amended and restated credit agreement, which (i) repriced the term loan, (ii) decreased the fixed margin for SOFR loans from 2.25% to 2.00% and (iii) decreased the fixed margin for base rate loans from 1.25% to 1.00%. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed. Our term loan facility is set to mature on July 9, 2032, and our revolving credit facility is set to mature on July 9, 2030.
The obligations under our amended and restated 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 $2.6 billion as of September 27, 2026.
During the fiscal nine months ended September 27, 2026, the maximum amount outstanding on the combined facility was $796.4 million, at which point $616.0 million was outstanding on the term loan portion of the facility. As of September 27, 2026 and December 28, 2025, $178.6 million and $91.2 million, respectively, was outstanding on the revolving credit facility, in addition to $616.0 million that was outstanding on the term loan portion of the facility as of both September 27, 2026 and December 28, 2025. Also, as of September 27, 2026 and December 28, 2025, there was approximately $220.7 million and $302.4 million, respectively, net of outstanding letters of credit, of unused capacity under the line of credit. We had $74.3 million of unused letters of credit available as of September 27, 2026 and $68.6 million as of December 28, 2025.
We were required to maintain a leverage ratio of 4.50 to 1.00 for quarters ending prior to September 30, 2026, and are required to maintain a leverage ratio of 4.00 to 1.00 for quarters ending on or after September 30, 2026. We are also required to maintain an interest coverage ratio of greater than a minimum of 2.50 to 1.00. We are currently in compliance with all of our financial covenants under the revolving credit facility.
The applicable margin for our revolving credit facility ranges from 1.25% to 2.25% for SOFR and Canadian Overnight Repo Rate Average ("CORRA") loans and from 0.25% to 1.25% for base rate loans, depending on our net leverage ratio. The term loan facility has a fixed margin of 1.00% for base rate loans and 2.00% for SOFR loans.
Accounts Receivable Securitization
On September 20, 2024, we entered into a three-year, $125.0 million Receivables Purchase Agreement (as amended, the "Securitization Facility") with PNC Bank, National Association ("PNC"), as administrative agent, to improve cash flows from trade accounts receivable and to pay down our existing debt. In May 2026, we amended the Securitization Facility to, among other things, increase the capacity to $165.0 million. Under the Securitization Facility, certain of our designated subsidiaries have sold or contributed, and will continue to sell or contribute, their accounts receivable and contract assets generated in the ordinary course of their business and certain related assets to the indirect, wholly owned bankruptcy-remote Special Purpose Entity ("SPE") we created specifically for this purpose. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. We account for accounts receivable sold to the banking counterparty as a sale of financial assets and have derecognized the accounts receivable from our condensed consolidated balance sheet for the current period.
The total outstanding balance of accounts receivable that had been sold and derecognized was $165.0 million as of September 27, 2026. We had no unused capacity on the Securitization Facility as of September 27, 2026.
Equipment Term Loans
As of September 27, 2026, we had six U.S. equipment term loans with initial amounts totaling approximately $150.0 million, with certain owned equipment used as collateral. The loans are serviced in U.S. dollars.
Recently Issued Accounting Pronouncements
Refer to "Note 2 - Basis of Presentation and Recent Accounting Pronouncements" to our condensed consolidated financial statements for a discussion of recent accounting standards and pronouncements.
Critical Accounting Policies and Estimates
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 2025 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 nine months ended September 27, 2026, there were no material changes in our critical accounting estimates or policies.
Centuri Holdings Inc. published this content on November 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 05, 2026 at 20:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]