SEC Comment Letter 0000000000-24-003094 to Centuri Holdings, Inc. (CTRI)
Centuri Holdings, Inc.
Date: March 21, 2024 · CIK: 0001981599 · Accession: 0000000000-24-003094
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 21, 2024 William Fehrman Chief Executive Officer Centuri Holdings, Inc. 19820 North 7th Avenue, Suite 120 Phoenix, AZ 85027 Re:Centuri Holdings, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 1, 2024 CIK No. 0001981599 Dear William Fehrman: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 19, 2023 letter. Amendment No. 1 to Draft Registration Statement on Form S-1 Prospectus Summary Our Industry, page 5 1.We note your disclosure that according to the Edison Electric Institute, total capital expenditures more than doubled from $74 billion to $168 billion between 2010 and 2025 among the major public investor-owned U.S. electric utilities. Please revise to disclose the date that such information was published and clarify the extent to which this information is forecasted information.
FirstName LastNameWilliam Fehrman Comapany NameCenturi Holdings, Inc. March 21, 2024 Page 2 FirstName LastName William Fehrman Centuri Holdings, Inc. March 21, 2024 Page 2 Management Executive Officers and Directors, page 120 2.Please revise to disclose the period during which Karen Haller has served as President and Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of Southwest Gas Corporation. Centuri Group, Inc. Audited Consolidated Financial Statements 8. Goodwill and Intangible Assets, page F-26 3.We note that you recorded significant goodwill impairment charges related to the Riggs Distler reporting unit in both fiscal 2022 and 2023. Please address the following points: •Provide a description of the facts and circumstances leading to the impairments in each year to comply with ASC 350-20-50-2(a). •Tell us how you considered the goodwill impairments and their underlying triggers in assessing potential impairment of the intangible and long lived assets at Riggs Distler. •Please discuss the impairments in your results of operations within management's discussion and analysis. Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: John Hensley
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United States securities and exchange commission logo
March 21, 2024
William Fehrman
Chief Executive Officer
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re:Centuri Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 1, 2024
CIK No. 0001981599
Dear William Fehrman:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
October 19, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Industry, page 5
1.We note your disclosure that according to the Edison Electric Institute, total capital
expenditures more than doubled from $74 billion to $168 billion between 2010 and 2025
among the major public investor-owned U.S. electric utilities. Please revise to disclose the
date that such information was published and clarify the extent to which this information
is forecasted information.
FirstName LastNameWilliam Fehrman
Comapany NameCenturi Holdings, Inc.
March 21, 2024 Page 2
FirstName LastName
William Fehrman
Centuri Holdings, Inc.
March 21, 2024
Page 2
Management
Executive Officers and Directors, page 120
2.Please revise to disclose the period during which Karen Haller has served as President and
Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of
Southwest Gas Corporation.
Centuri Group, Inc. Audited Consolidated Financial Statements
8. Goodwill and Intangible Assets, page F-26
3.We note that you recorded significant goodwill impairment charges related to the Riggs
Distler reporting unit in both fiscal 2022 and 2023. Please address the following points:
•Provide a description of the facts and circumstances leading to the impairments
in each year to comply with ASC 350-20-50-2(a).
•Tell us how you considered the goodwill impairments and their underlying triggers in
assessing potential impairment of the intangible and long lived assets at Riggs
Distler.
•Please discuss the impairments in your results of operations within management's
discussion and analysis.
Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: John Hensley