Discontinued operations

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

On May 31, 2023, the Company completed the separation of Knife River, its former construction materials and contracting segment, into a new publicly-traded company. The separation was achieved through the Company's pro-rata distribution of approximately 90 percent of the outstanding shares of Knife River to the Company's common stockholders. To effect the separation, the Company distributed to its stockholders one share of Knife River common stock for every four shares of the Company's common stock held on May 22, 2023, the record date for the distribution, with the Company retaining approximately 10 percent, or 5.7 million shares of Knife River common stock immediately following the separation. In November 2023, the Company completed the tax-free exchange of its retained shares.

As a result of the separation, the historical results of operations are shown in discontinued operations, net of tax, other than allocated general corporate overhead costs of the Company, which do not meet the criteria for income (loss) from discontinued operations.

On April 25, 2023, Knife River issued $425.0 million of senior notes, pursuant to an indenture, due in 2031 to qualified institutional buyers. Knife River also entered into a new credit agreement which provided a revolving credit facility in an initial amount of up to $350.0 million and a senior secured term loan facility in an amount up to $275.0 million. The net proceeds from the notes offering, revolving credit facility and the term loan were used to repay $825.0 million of Knife River's intercompany obligations owed to Centennial. Centennial used the entirety of these proceeds from Knife River to repay a portion of its existing third-party indebtedness.

As a result of the separation, the Company retained legal ownership of 538,921 shares of the Company's common stock that were historically owned by a subsidiary of Knife River and recorded in treasury stock at cost. Following the separation, the 538,921 treasury shares were retired.

The Company provided to Knife River and Knife River provided to the Company transition services in accordance with the TSA entered into on May 31, 2023. For the three and nine months ended September 30, 2024, the Company received $39,000 and $1.5 million, respectively, and paid $15,000 and $155,000, respectively, for these related activities. For the three and nine months ended September 30, 2023, the Company received $1.3 million and $1.9 million, respectively, and paid $407,000 and $684,000, respectively, for these related activities. The majority of the transition services were to be provided for a period of one year, however, no longer than two years after the separation.

Separation related costs of $204,000 and $342,000, net of tax, were incurred during the three and nine months ended September 30, 2024, respectively. Separation related costs of $1.0 million and $47.1 million, net of tax, were incurred during the three and nine months ended September 30, 2023, respectively. Separation costs incurred are presented in Discontinued operations, net of tax in the Consolidated Statements of Income. These charges primarily relate to transaction and third-party support costs, one-time business separation fees and related tax charges.

The Company had no assets or liabilities related to the discontinued operations of Knife River on its balance sheet as of September 30, 2024 and 2023 and December 31, 2023.

The reconciliation of the major classes of income and expense constituting pretax loss from discontinued operations to the after-tax loss from discontinued operations on the Consolidated Statements of Income were as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(In thousands)
Operating revenues	$	—	$	—	$	—	$	735,259
Operating expenses	270		1,447		431		769,407
Operating (loss) income	(270)		(1,447)		(431)		(34,148)
Other income	—		—		—		2,382
Interest expense	—		(66)		—		37,545
Loss from discontinued operations before income taxes	(270)		(1,381)		(431)		(69,311)
Income tax (benefit) expense	(2,726)		1,908		(2,750)		(3,559)
Discontinued operations, net of tax	$	2,456	$	(3,289)	$	2,319	$	(65,752)