Commission
File Number
|
|
Exact name of registrant as specified in its charter and
principal office address and telephone number
|
|
State of
Incorporation
|
|
I.R.S.
Employer Identification No.
|
001-37976
|
|
Southwest Gas Holdings, Inc.
|
|
California
|
|
81-3881866
|
|
|
5241 Spring Mountain Road
|
|
|
|
|
|
|
Post Office Box 98510
|
|
|
|
|
|
|
Las Vegas, Nevada 89193-8510
|
|
|
|
|
|
|
(702) 876-7237
|
|
|
|
|
|
|
|
|
|
|
|
1-7850
|
|
Southwest Gas Corporation
|
|
California
|
|
88-0085720
|
|
|
5241 Spring Mountain Road
|
|
|
|
|
|
|
Post Office Box 98510
|
|
|
|
|
|
|
Las Vegas, Nevada 89193-8510
|
|
|
|
|
|
|
(702) 876-7237
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value
|
|
SWX
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|||
Emerging growth company
|
|
☐
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
x
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|||
Emerging growth company
|
|
☐
|
|
|
|
|
|
1
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
2
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Utility plant:
|
|
|
|
|
||||
Gas plant
|
|
$
|
7,268,255
|
|
|
$
|
7,134,239
|
|
Less: accumulated depreciation
|
|
(2,257,017
|
)
|
|
(2,234,029
|
)
|
||
Construction work in progress
|
|
204,370
|
|
|
193,028
|
|
||
Net utility plant
|
|
5,215,608
|
|
|
5,093,238
|
|
||
Other property and investments
|
|
716,722
|
|
|
623,551
|
|
||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
97,037
|
|
|
85,361
|
|
||
Accounts receivable, net of allowances
|
|
429,248
|
|
|
413,926
|
|
||
Accrued utility revenue
|
|
47,000
|
|
|
77,200
|
|
||
Income taxes receivable
|
|
14,069
|
|
|
14,653
|
|
||
Deferred purchased gas costs
|
|
65,242
|
|
|
4,928
|
|
||
Prepaid and other current assets
|
|
177,784
|
|
|
243,701
|
|
||
Total current assets
|
|
830,380
|
|
|
839,769
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Goodwill
|
|
364,482
|
|
|
359,045
|
|
||
Deferred income taxes
|
|
1,074
|
|
|
1,264
|
|
||
Deferred charges and other assets
|
|
441,166
|
|
|
440,862
|
|
||
Total noncurrent assets
|
|
806,722
|
|
|
801,171
|
|
||
Total assets
|
|
$
|
7,569,432
|
|
|
$
|
7,357,729
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
||||
Capitalization:
|
|
|
|
|
||||
Common stock, $1 par (authorized - 60,000,000 shares; issued and outstanding - 53,391,731 and 53,026,848 shares)
|
|
$
|
55,021
|
|
|
$
|
54,656
|
|
Additional paid-in capital
|
|
1,332,793
|
|
|
1,305,769
|
|
||
Accumulated other comprehensive income (loss), net
|
|
(50,623
|
)
|
|
(52,668
|
)
|
||
Retained earnings
|
|
1,009,809
|
|
|
944,285
|
|
||
Total Southwest Gas Holdings, Inc. equity
|
|
2,347,000
|
|
|
2,252,042
|
|
||
Noncontrolling interest
|
|
(452
|
)
|
|
(452
|
)
|
||
Total equity
|
|
2,346,548
|
|
|
2,251,590
|
|
||
Redeemable noncontrolling interest
|
|
82,406
|
|
|
81,831
|
|
||
Long-term debt, less current maturities
|
|
2,106,274
|
|
|
2,107,258
|
|
||
Total capitalization
|
|
4,535,228
|
|
|
4,440,679
|
|
||
Current liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
34,915
|
|
|
33,060
|
|
||
Short-term debt
|
|
188,000
|
|
|
152,000
|
|
||
Accounts payable
|
|
231,343
|
|
|
248,993
|
|
||
Customer deposits
|
|
68,593
|
|
|
67,940
|
|
||
Income taxes payable
|
|
—
|
|
|
1,083
|
|
||
Accrued general taxes
|
|
69,423
|
|
|
43,560
|
|
||
Accrued interest
|
|
31,439
|
|
|
21,369
|
|
||
Deferred purchased gas costs
|
|
72,213
|
|
|
79,762
|
|
||
Other current liabilities
|
|
278,552
|
|
|
290,878
|
|
||
Total current liabilities
|
|
974,478
|
|
|
938,645
|
|
||
Deferred income taxes and other credits:
|
|
|
|
|
||||
Deferred income taxes and investment tax credits
|
|
556,063
|
|
|
529,201
|
|
||
Accumulated removal costs
|
|
385,000
|
|
|
383,000
|
|
||
Other deferred credits and other long-term liabilities
|
|
1,118,663
|
|
|
1,066,204
|
|
||
Total deferred income taxes and other credits
|
|
2,059,726
|
|
|
1,978,405
|
|
||
Total capitalization and liabilities
|
|
$
|
7,569,432
|
|
|
$
|
7,357,729
|
|
|
3
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
||||||||
Gas operating revenues
|
|
$
|
520,677
|
|
|
$
|
494,313
|
|
|
$
|
1,384,092
|
|
|
$
|
1,334,019
|
|
Utility infrastructure services revenues
|
|
312,862
|
|
|
260,017
|
|
|
1,575,130
|
|
|
1,314,366
|
|
||||
Total operating revenues
|
|
833,539
|
|
|
754,330
|
|
|
2,959,222
|
|
|
2,648,385
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Net cost of gas sold
|
|
192,604
|
|
|
185,732
|
|
|
426,260
|
|
|
393,898
|
|
||||
Operations and maintenance
|
|
106,245
|
|
|
102,351
|
|
|
410,287
|
|
|
390,819
|
|
||||
Depreciation and amortization
|
|
77,539
|
|
|
62,478
|
|
|
264,273
|
|
|
240,951
|
|
||||
Taxes other than income taxes
|
|
16,206
|
|
|
15,257
|
|
|
60,847
|
|
|
58,421
|
|
||||
Utility infrastructure services expenses
|
|
300,465
|
|
|
258,952
|
|
|
1,429,202
|
|
|
1,215,959
|
|
||||
Total operating expenses
|
|
693,059
|
|
|
624,770
|
|
|
2,590,869
|
|
|
2,300,048
|
|
||||
Operating income
|
|
140,480
|
|
|
129,560
|
|
|
368,353
|
|
|
348,337
|
|
||||
Other income and (expenses):
|
|
|
|
|
|
|
|
|
||||||||
Net interest deductions
|
|
(26,397
|
)
|
|
(22,631
|
)
|
|
(100,437
|
)
|
|
(81,981
|
)
|
||||
Other income (deductions)
|
|
6,839
|
|
|
(4,334
|
)
|
|
(6,253
|
)
|
|
(9,374
|
)
|
||||
Total other income and (expenses)
|
|
(19,558
|
)
|
|
(26,965
|
)
|
|
(106,690
|
)
|
|
(91,355
|
)
|
||||
Income before income taxes
|
|
120,922
|
|
|
102,595
|
|
|
261,663
|
|
|
256,982
|
|
||||
Income tax expense
|
|
25,538
|
|
|
24,301
|
|
|
62,921
|
|
|
53,751
|
|
||||
Net income
|
|
95,384
|
|
|
78,294
|
|
|
198,742
|
|
|
203,231
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
575
|
|
|
(797
|
)
|
|
747
|
|
|
(393
|
)
|
||||
Net income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
94,809
|
|
|
$
|
79,091
|
|
|
$
|
197,995
|
|
|
$
|
203,624
|
|
Basic earnings per share
|
|
$
|
1.78
|
|
|
$
|
1.63
|
|
|
$
|
3.91
|
|
|
$
|
4.23
|
|
Diluted earnings per share
|
|
$
|
1.77
|
|
|
$
|
1.63
|
|
|
$
|
3.91
|
|
|
$
|
4.23
|
|
Average number of common shares
|
|
53,369
|
|
|
48,416
|
|
|
50,640
|
|
|
48,105
|
|
||||
Average shares (assuming dilution)
|
|
53,424
|
|
|
48,459
|
|
|
50,701
|
|
|
48,139
|
|
|
4
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
95,384
|
|
|
$
|
78,294
|
|
|
$
|
198,742
|
|
|
$
|
203,231
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss)
|
|
—
|
|
|
—
|
|
|
(15,524
|
)
|
|
(32,701
|
)
|
||||
Amortization of prior service cost
|
|
241
|
|
|
254
|
|
|
1,002
|
|
|
875
|
|
||||
Amortization of net actuarial loss
|
|
4,441
|
|
|
6,387
|
|
|
23,603
|
|
|
18,219
|
|
||||
Regulatory adjustment
|
|
(4,063
|
)
|
|
(5,746
|
)
|
|
(4,574
|
)
|
|
10,400
|
|
||||
Net defined benefit pension plans
|
|
619
|
|
|
895
|
|
|
4,507
|
|
|
(3,207
|
)
|
||||
Forward-starting interest rate swaps (“FSIRS”):
|
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified into net income
|
|
635
|
|
|
635
|
|
|
2,541
|
|
|
2,190
|
|
||||
Net forward-starting interest rate swaps
|
|
635
|
|
|
635
|
|
|
2,541
|
|
|
2,190
|
|
||||
Foreign currency translation adjustments
|
|
791
|
|
|
(911
|
)
|
|
(1,308
|
)
|
|
640
|
|
||||
Total other comprehensive income (loss), net of tax
|
|
2,045
|
|
|
619
|
|
|
5,740
|
|
|
(377
|
)
|
||||
Comprehensive income
|
|
97,429
|
|
|
78,913
|
|
|
204,482
|
|
|
202,854
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
575
|
|
|
(797
|
)
|
|
747
|
|
|
(389
|
)
|
||||
Comprehensive income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
96,854
|
|
|
$
|
79,710
|
|
|
$
|
203,735
|
|
|
$
|
203,243
|
|
|
5
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
95,384
|
|
|
$
|
78,294
|
|
|
$
|
198,742
|
|
|
$
|
203,231
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
77,539
|
|
|
62,478
|
|
|
264,273
|
|
|
240,951
|
|
||||
Deferred income taxes
|
|
24,923
|
|
|
23,228
|
|
|
52,736
|
|
|
49,372
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net of allowances
|
|
(15,562
|
)
|
|
8,858
|
|
|
(40,282
|
)
|
|
(68,978
|
)
|
||||
Accrued utility revenue
|
|
30,200
|
|
|
30,900
|
|
|
300
|
|
|
(1,400
|
)
|
||||
Deferred purchased gas costs
|
|
(67,863
|
)
|
|
(10,628
|
)
|
|
25,339
|
|
|
(36,330
|
)
|
||||
Accounts payable
|
|
(12,643
|
)
|
|
(48,497
|
)
|
|
47,632
|
|
|
26,762
|
|
||||
Accrued taxes
|
|
25,400
|
|
|
18,776
|
|
|
(5,331
|
)
|
|
491
|
|
||||
Other current assets and liabilities
|
|
47,848
|
|
|
(643
|
)
|
|
(5,582
|
)
|
|
(29,945
|
)
|
||||
Gains on sale
|
|
(233
|
)
|
|
(230
|
)
|
|
(1,706
|
)
|
|
(4,087
|
)
|
||||
Changes in undistributed stock compensation
|
|
3,188
|
|
|
1,861
|
|
|
7,438
|
|
|
6,638
|
|
||||
AFUDC
|
|
(960
|
)
|
|
(229
|
)
|
|
(4,358
|
)
|
|
(2,050
|
)
|
||||
Changes in other assets and deferred charges
|
|
(16,328
|
)
|
|
(1,845
|
)
|
|
(20,221
|
)
|
|
(16,941
|
)
|
||||
Changes in other liabilities and deferred credits
|
|
(2,782
|
)
|
|
18,244
|
|
|
17,420
|
|
|
20,965
|
|
||||
Net cash provided by operating activities
|
|
188,111
|
|
|
180,567
|
|
|
536,400
|
|
|
388,679
|
|
||||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Construction expenditures and property additions
|
|
(210,662
|
)
|
|
(154,542
|
)
|
|
(822,034
|
)
|
|
(662,401
|
)
|
||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(4,209
|
)
|
|
(247,164
|
)
|
|
(98,413
|
)
|
||||
Changes in customer advances
|
|
3,078
|
|
|
3,038
|
|
|
13,503
|
|
|
2,304
|
|
||||
Miscellaneous inflows
|
|
262
|
|
|
1,505
|
|
|
3,200
|
|
|
13,429
|
|
||||
Net cash used in investing activities
|
|
(207,322
|
)
|
|
(154,208
|
)
|
|
(1,052,495
|
)
|
|
(745,081
|
)
|
||||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock, net
|
|
25,879
|
|
|
11,220
|
|
|
369,061
|
|
|
52,375
|
|
||||
Dividends paid
|
|
(27,602
|
)
|
|
(23,839
|
)
|
|
(104,003
|
)
|
|
(94,572
|
)
|
||||
Centuri distribution to redeemable noncontrolling interest
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(204
|
)
|
||||
Issuance of long-term debt, net
|
|
29,666
|
|
|
335,382
|
|
|
259,456
|
|
|
716,165
|
|
||||
Retirement of long-term debt
|
|
(31,160
|
)
|
|
(21,102
|
)
|
|
(247,816
|
)
|
|
(312,308
|
)
|
||||
Change in credit facility and commercial paper
|
|
—
|
|
|
(111,000
|
)
|
|
111,000
|
|
|
24,000
|
|
||||
Change in short-term debt
|
|
36,000
|
|
|
(192,000
|
)
|
|
165,500
|
|
|
22,500
|
|
||||
Principal payments on finance lease obligations
|
|
(70
|
)
|
|
(165
|
)
|
|
(553
|
)
|
|
(946
|
)
|
||||
Redemption of Centuri shares from noncontrolling parties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,000
|
)
|
||||
Withholding remittance - share-based compensation
|
|
(1,838
|
)
|
|
(2,852
|
)
|
|
(2,096
|
)
|
|
(3,510
|
)
|
||||
Other
|
|
(53
|
)
|
|
(337
|
)
|
|
(2,460
|
)
|
|
(2,498
|
)
|
||||
Net cash provided by (used in) financing activities
|
|
30,822
|
|
|
(4,795
|
)
|
|
548,089
|
|
|
378,002
|
|
||||
Effects of currency translation on cash and cash equivalents
|
|
65
|
|
|
(71
|
)
|
|
(72
|
)
|
|
114
|
|
||||
Change in cash and cash equivalents
|
|
11,676
|
|
|
21,493
|
|
|
31,922
|
|
|
21,714
|
|
||||
Cash and cash equivalents at beginning of period
|
|
85,361
|
|
|
43,622
|
|
|
65,115
|
|
|
43,401
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
97,037
|
|
|
$
|
65,115
|
|
|
$
|
97,037
|
|
|
$
|
65,115
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
||||||||
Interest paid, net of amounts capitalized
|
|
$
|
15,850
|
|
|
$
|
13,294
|
|
|
$
|
89,118
|
|
|
$
|
74,949
|
|
Income taxes paid (received)
|
|
$
|
454
|
|
|
$
|
4,418
|
|
|
$
|
(2,743
|
)
|
|
$
|
8,264
|
|
|
6
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Utility plant:
|
|
|
|
|
||||
Gas plant
|
|
$
|
7,268,255
|
|
|
$
|
7,134,239
|
|
Less: accumulated depreciation
|
|
(2,257,017
|
)
|
|
(2,234,029
|
)
|
||
Construction work in progress
|
|
204,370
|
|
|
193,028
|
|
||
Net utility plant
|
|
5,215,608
|
|
|
5,093,238
|
|
||
Other property and investments
|
|
123,783
|
|
|
116,146
|
|
||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
75,148
|
|
|
31,962
|
|
||
Accounts receivable, net of allowances
|
|
170,471
|
|
|
140,057
|
|
||
Accrued utility revenue
|
|
47,000
|
|
|
77,200
|
|
||
Income taxes receivable
|
|
10,602
|
|
|
13,444
|
|
||
Deferred purchased gas costs
|
|
65,242
|
|
|
4,928
|
|
||
Prepaid and other current assets
|
|
165,382
|
|
|
229,562
|
|
||
Total current assets
|
|
533,845
|
|
|
497,153
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Goodwill
|
|
10,095
|
|
|
10,095
|
|
||
Deferred charges and other assets
|
|
423,495
|
|
|
424,952
|
|
||
Total noncurrent assets
|
|
433,590
|
|
|
435,047
|
|
||
Total assets
|
|
$
|
6,306,826
|
|
|
$
|
6,141,584
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
||||
Capitalization:
|
|
|
|
|
||||
Common stock
|
|
$
|
49,112
|
|
|
$
|
49,112
|
|
Additional paid-in capital
|
|
1,089,002
|
|
|
1,065,242
|
|
||
Accumulated other comprehensive income (loss), net
|
|
(47,795
|
)
|
|
(49,049
|
)
|
||
Retained earnings
|
|
797,584
|
|
|
717,155
|
|
||
Total equity
|
|
1,887,903
|
|
|
1,782,460
|
|
||
Long-term debt, less current maturities
|
|
1,818,959
|
|
|
1,818,669
|
|
||
Total capitalization
|
|
3,706,862
|
|
|
3,601,129
|
|
||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
188,000
|
|
|
152,000
|
|
||
Accounts payable
|
|
148,309
|
|
|
184,982
|
|
||
Customer deposits
|
|
68,593
|
|
|
67,940
|
|
||
Accrued general taxes
|
|
69,423
|
|
|
43,560
|
|
||
Accrued interest
|
|
30,398
|
|
|
20,243
|
|
||
Deferred purchased gas costs
|
|
72,213
|
|
|
79,762
|
|
||
Payable to parent
|
|
1,038
|
|
|
472
|
|
||
Other current liabilities
|
|
100,556
|
|
|
94,136
|
|
||
Total current liabilities
|
|
678,530
|
|
|
643,095
|
|
||
Deferred income taxes and other credits:
|
|
|
|
|
||||
Deferred income taxes and investment tax credits, net
|
|
517,124
|
|
|
490,458
|
|
||
Accumulated removal costs
|
|
385,000
|
|
|
383,000
|
|
||
Other deferred credits and other long-term liabilities
|
|
1,019,310
|
|
|
1,023,902
|
|
||
Total deferred income taxes and other credits
|
|
1,921,434
|
|
|
1,897,360
|
|
||
Total capitalization and liabilities
|
|
$
|
6,306,826
|
|
|
$
|
6,141,584
|
|
|
7
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gas operating revenues
|
|
$
|
520,677
|
|
|
$
|
494,313
|
|
|
$
|
1,384,092
|
|
|
$
|
1,334,019
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Net cost of gas sold
|
|
192,604
|
|
|
185,732
|
|
|
426,260
|
|
|
393,898
|
|
||||
Operations and maintenance
|
|
105,542
|
|
|
102,190
|
|
|
408,165
|
|
|
389,687
|
|
||||
Depreciation and amortization
|
|
57,612
|
|
|
49,961
|
|
|
199,467
|
|
|
190,688
|
|
||||
Taxes other than income taxes
|
|
16,206
|
|
|
15,257
|
|
|
60,847
|
|
|
58,421
|
|
||||
Total operating expenses
|
|
371,964
|
|
|
353,140
|
|
|
1,094,739
|
|
|
1,032,694
|
|
||||
Operating income
|
|
148,713
|
|
|
141,173
|
|
|
289,353
|
|
|
301,325
|
|
||||
Other income and (expenses):
|
|
|
|
|
|
|
|
|
||||||||
Net interest deductions
|
|
(23,099
|
)
|
|
(19,255
|
)
|
|
(85,584
|
)
|
|
(71,778
|
)
|
||||
Other income (deductions)
|
|
5,946
|
|
|
(4,603
|
)
|
|
(6,691
|
)
|
|
(9,747
|
)
|
||||
Total other income and (expenses)
|
|
(17,153
|
)
|
|
(23,858
|
)
|
|
(92,275
|
)
|
|
(81,525
|
)
|
||||
Income from continuing operations before income taxes
|
|
131,560
|
|
|
117,315
|
|
|
197,078
|
|
|
219,800
|
|
||||
Income tax expense
|
|
28,171
|
|
|
26,966
|
|
|
45,196
|
|
|
49,571
|
|
||||
Net income
|
|
$
|
103,389
|
|
|
$
|
90,349
|
|
|
$
|
151,882
|
|
|
$
|
170,229
|
|
|
8
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
103,389
|
|
|
$
|
90,349
|
|
|
$
|
151,882
|
|
|
$
|
170,229
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss)
|
|
—
|
|
|
—
|
|
|
(15,524
|
)
|
|
(32,701
|
)
|
||||
Amortization of prior service cost
|
|
241
|
|
|
254
|
|
|
1,002
|
|
|
875
|
|
||||
Amortization of net actuarial loss
|
|
4,441
|
|
|
6,387
|
|
|
23,603
|
|
|
18,219
|
|
||||
Regulatory adjustment
|
|
(4,063
|
)
|
|
(5,746
|
)
|
|
(4,574
|
)
|
|
10,400
|
|
||||
Net defined benefit pension plans
|
|
619
|
|
|
895
|
|
|
4,507
|
|
|
(3,207
|
)
|
||||
Forward-starting interest rate swaps (“FSIRS”):
|
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified into net income
|
|
635
|
|
|
635
|
|
|
2,541
|
|
|
2,190
|
|
||||
Net forward-starting interest rate swaps
|
|
635
|
|
|
635
|
|
|
2,541
|
|
|
2,190
|
|
||||
Total other comprehensive income (loss), net of tax
|
|
1,254
|
|
|
1,530
|
|
|
7,048
|
|
|
(1,017
|
)
|
||||
Comprehensive income
|
|
$
|
104,643
|
|
|
$
|
91,879
|
|
|
$
|
158,930
|
|
|
$
|
169,212
|
|
|
9
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Net Income
|
|
$
|
103,389
|
|
|
$
|
90,349
|
|
|
$
|
151,882
|
|
|
$
|
170,229
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
57,612
|
|
|
49,961
|
|
|
199,467
|
|
|
190,688
|
|
||||
Deferred income taxes
|
|
26,270
|
|
|
18,676
|
|
|
50,593
|
|
|
46,622
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net of allowances
|
|
(30,414
|
)
|
|
(28,201
|
)
|
|
(22,522
|
)
|
|
(29,031
|
)
|
||||
Accrued utility revenue
|
|
30,200
|
|
|
30,900
|
|
|
300
|
|
|
(1,400
|
)
|
||||
Deferred purchased gas costs
|
|
(67,863
|
)
|
|
(10,628
|
)
|
|
25,339
|
|
|
(36,330
|
)
|
||||
Accounts payable
|
|
(39,574
|
)
|
|
(34,564
|
)
|
|
18,398
|
|
|
14,717
|
|
||||
Accrued taxes
|
|
28,704
|
|
|
27,476
|
|
|
(17,504
|
)
|
|
12,683
|
|
||||
Other current assets and liabilities
|
|
81,625
|
|
|
3,163
|
|
|
(12,982
|
)
|
|
(47,905
|
)
|
||||
Changes in undistributed stock compensation
|
|
2,597
|
|
|
2,118
|
|
|
5,834
|
|
|
5,695
|
|
||||
AFUDC
|
|
(960
|
)
|
|
(229
|
)
|
|
(4,358
|
)
|
|
(2,050
|
)
|
||||
Changes in other assets and deferred charges
|
|
(18,238
|
)
|
|
(1,998
|
)
|
|
(23,289
|
)
|
|
(17,655
|
)
|
||||
Changes in other liabilities and deferred credits
|
|
(2,977
|
)
|
|
17,887
|
|
|
16,805
|
|
|
20,230
|
|
||||
Net cash provided by operating activities
|
|
170,371
|
|
|
164,910
|
|
|
387,963
|
|
|
326,493
|
|
||||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Construction expenditures and property additions
|
|
(163,636
|
)
|
|
(131,743
|
)
|
|
(714,762
|
)
|
|
(591,184
|
)
|
||||
Changes in customer advances
|
|
3,078
|
|
|
3,038
|
|
|
13,503
|
|
|
2,304
|
|
||||
Miscellaneous inflows (outflows)
|
|
(78
|
)
|
|
293
|
|
|
(357
|
)
|
|
2,250
|
|
||||
Net cash used in investing activities
|
|
(160,636
|
)
|
|
(128,412
|
)
|
|
(701,616
|
)
|
|
(586,630
|
)
|
||||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,359
|
|
||||
Contributions from parent
|
|
22,842
|
|
|
—
|
|
|
136,391
|
|
|
—
|
|
||||
Dividends paid
|
|
(23,500
|
)
|
|
(21,000
|
)
|
|
(89,500
|
)
|
|
(83,997
|
)
|
||||
Issuance of long-term debt, net
|
|
—
|
|
|
297,495
|
|
|
—
|
|
|
297,495
|
|
||||
Change in credit facility and commercial paper
|
|
—
|
|
|
(111,000
|
)
|
|
111,000
|
|
|
24,000
|
|
||||
Change in short-term debt
|
|
36,000
|
|
|
(191,000
|
)
|
|
188,000
|
|
|
—
|
|
||||
Withholding remittance - share-based compensation
|
|
(1,838
|
)
|
|
(2,852
|
)
|
|
(2,096
|
)
|
|
(3,510
|
)
|
||||
Other
|
|
(53
|
)
|
|
(298
|
)
|
|
(783
|
)
|
|
(371
|
)
|
||||
Net cash provided by (used in) financing activities
|
|
33,451
|
|
|
(28,655
|
)
|
|
343,012
|
|
|
274,976
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Change in cash and cash equivalents
|
|
43,186
|
|
|
7,843
|
|
|
29,359
|
|
|
14,839
|
|
||||
Cash and cash equivalents at beginning of period
|
|
31,962
|
|
|
37,946
|
|
|
45,789
|
|
|
30,950
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
75,148
|
|
|
$
|
45,789
|
|
|
$
|
75,148
|
|
|
$
|
45,789
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
||||||||
Interest paid, net of amounts capitalized
|
|
$
|
11,585
|
|
|
$
|
10,296
|
|
|
$
|
75,094
|
|
|
$
|
66,097
|
|
Income taxes paid (received)
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
(5,878
|
)
|
|
$
|
(7,816
|
)
|
|
10
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
11
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Southwest Gas Corporation:
|
|
|
|
||||
Net cash surrender value of COLI policies
|
$
|
122,048
|
|
|
$
|
114,405
|
|
Other property
|
1,735
|
|
|
1,741
|
|
||
Total Southwest Gas Corporation
|
123,783
|
|
|
116,146
|
|
||
Centuri property, equipment, and intangibles
|
894,739
|
|
|
792,191
|
|
||
Centuri accumulated depreciation/amortization
|
(316,832
|
)
|
|
(298,939
|
)
|
||
Other property
|
15,032
|
|
|
14,153
|
|
||
Total Southwest Gas Holdings, Inc.
|
$
|
716,722
|
|
|
$
|
623,551
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Centuri accounts receivable for services provided to Southwest
|
$
|
16,837
|
|
|
$
|
18,830
|
|
|
12
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
Natural Gas
Operations
|
|
Utility Infrastructure
Services
|
|
Total Company
|
||||||
December 31, 2018
|
$
|
10,095
|
|
|
$
|
348,950
|
|
|
$
|
359,045
|
|
Measurement Period Adjustment - Linetec acquisition
|
—
|
|
|
3,303
|
|
|
3,303
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
2,134
|
|
|
2,134
|
|
|||
March 31, 2019
|
$
|
10,095
|
|
|
$
|
354,387
|
|
|
$
|
364,482
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Southwest Gas Corporation - natural gas operations segment:
|
|
|
|
|
|
|
|
||||||||
Change in COLI policies
|
$
|
7,600
|
|
|
$
|
(700
|
)
|
|
$
|
5,100
|
|
|
$
|
6,800
|
|
Interest income
|
1,597
|
|
|
1,418
|
|
|
6,199
|
|
|
3,638
|
|
||||
Equity AFUDC
|
960
|
|
|
229
|
|
|
4,358
|
|
|
2,049
|
|
||||
Other components of net periodic benefit cost
|
(3,765
|
)
|
|
(5,265
|
)
|
|
(19,560
|
)
|
|
(19,834
|
)
|
||||
Miscellaneous income and (expense)
|
(446
|
)
|
|
(285
|
)
|
|
(2,788
|
)
|
|
(2,400
|
)
|
||||
Southwest Gas Corporation - total other income (deductions)
|
5,946
|
|
|
(4,603
|
)
|
|
(6,691
|
)
|
|
(9,747
|
)
|
||||
Utility infrastructure services segment:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
—
|
|
|
1
|
|
|
87
|
|
|
4
|
|
||||
Foreign transaction gain (loss)
|
531
|
|
|
147
|
|
|
162
|
|
|
(606
|
)
|
||||
Miscellaneous income and (expense)
|
344
|
|
|
115
|
|
|
125
|
|
|
956
|
|
||||
Centuri - total other income (deductions)
|
875
|
|
|
263
|
|
|
374
|
|
|
354
|
|
||||
Corporate and administrative
|
18
|
|
|
6
|
|
|
64
|
|
|
19
|
|
||||
Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)
|
$
|
6,839
|
|
|
$
|
(4,334
|
)
|
|
$
|
(6,253
|
)
|
|
$
|
(9,374
|
)
|
|
13
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
14
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
Qualified Retirement Plan
|
||||||||||||||
|
Period Ended March 31,
|
||||||||||||||
|
Three Months
|
|
Twelve Months
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Thousands of dollars)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
6,466
|
|
|
$
|
7,139
|
|
|
$
|
27,882
|
|
|
$
|
24,683
|
|
Interest cost
|
12,252
|
|
|
11,043
|
|
|
45,383
|
|
|
45,606
|
|
||||
Expected return on plan assets
|
(15,061
|
)
|
|
(14,689
|
)
|
|
(59,127
|
)
|
|
(56,086
|
)
|
||||
Amortization of net actuarial loss
|
5,589
|
|
|
8,029
|
|
|
29,675
|
|
|
26,032
|
|
||||
Net periodic benefit cost
|
$
|
9,246
|
|
|
$
|
11,522
|
|
|
$
|
43,813
|
|
|
$
|
40,235
|
|
|
|
|
|
|
|
|
|
||||||||
|
SERP
|
||||||||||||||
|
Period Ended March 31,
|
||||||||||||||
|
Three Months
|
|
Twelve Months
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Thousands of dollars)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
66
|
|
|
$
|
61
|
|
|
$
|
250
|
|
|
$
|
292
|
|
Interest cost
|
440
|
|
|
415
|
|
|
1,683
|
|
|
1,827
|
|
||||
Amortization of net actuarial loss
|
255
|
|
|
375
|
|
|
1,382
|
|
|
1,456
|
|
||||
Net periodic benefit cost
|
$
|
761
|
|
|
$
|
851
|
|
|
$
|
3,315
|
|
|
$
|
3,575
|
|
|
|
|
|
|
|
|
|
||||||||
|
PBOP
|
||||||||||||||
|
Period Ended March 31,
|
||||||||||||||
|
Three Months
|
|
Twelve Months
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Thousands of dollars)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
319
|
|
|
$
|
368
|
|
|
$
|
1,424
|
|
|
$
|
1,469
|
|
Interest cost
|
762
|
|
|
687
|
|
|
2,823
|
|
|
3,111
|
|
||||
Expected return on plan assets
|
(789
|
)
|
|
(930
|
)
|
|
(3,577
|
)
|
|
(3,448
|
)
|
||||
Amortization of prior service costs
|
317
|
|
|
334
|
|
|
1,318
|
|
|
1,335
|
|
||||
Net periodic benefit cost
|
$
|
609
|
|
|
$
|
459
|
|
|
$
|
1,988
|
|
|
$
|
2,467
|
|
|
15
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Thousands of dollars)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Residential
|
$
|
417,228
|
|
|
$
|
344,611
|
|
|
$
|
959,837
|
|
|
$
|
859,078
|
|
Small commercial
|
89,610
|
|
|
87,943
|
|
|
256,750
|
|
|
250,331
|
|
||||
Large commercial
|
13,962
|
|
|
15,440
|
|
|
51,714
|
|
|
54,224
|
|
||||
Industrial/other
|
6,478
|
|
|
6,510
|
|
|
23,457
|
|
|
23,085
|
|
||||
Transportation
|
24,902
|
|
|
24,054
|
|
|
87,838
|
|
|
89,081
|
|
||||
Revenue from contracts with customers
|
552,180
|
|
|
478,558
|
|
|
1,379,596
|
|
|
1,275,799
|
|
||||
Alternative revenue program revenues (deferrals)
|
(34,545
|
)
|
|
27,209
|
|
|
(15,775
|
)
|
|
66,788
|
|
||||
Other revenues (a)
|
3,042
|
|
|
(11,454
|
)
|
|
20,271
|
|
|
(8,568
|
)
|
||||
Total Gas operating revenues
|
$
|
520,677
|
|
|
$
|
494,313
|
|
|
$
|
1,384,092
|
|
|
$
|
1,334,019
|
|
(a)
|
Includes various other revenues which, in the periods presented ending March 31, 2018, were offset by a $14 million reserve against revenue associated with a tax reform savings adjustment.
|
(Thousands of dollars)
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service Types:
|
|
|
|
|
|
|
|
||||||||
Gas infrastructure services
|
$
|
197,893
|
|
|
$
|
193,527
|
|
|
$
|
1,128,048
|
|
|
$
|
938,342
|
|
Electric power infrastructure services
|
52,301
|
|
|
5,402
|
|
|
79,528
|
|
|
19,893
|
|
||||
Other
|
62,668
|
|
|
61,088
|
|
|
367,554
|
|
|
356,131
|
|
||||
Total Utility infrastructure services revenues
|
$
|
312,862
|
|
|
$
|
260,017
|
|
|
$
|
1,575,130
|
|
|
$
|
1,314,366
|
|
(Thousands of dollars)
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Contract Types:
|
|
|
|
|
|
|
|
||||||||
Master services agreement
|
$
|
235,655
|
|
|
$
|
194,464
|
|
|
$
|
1,143,603
|
|
|
$
|
932,804
|
|
Bid contract
|
77,207
|
|
|
65,553
|
|
|
431,527
|
|
|
381,562
|
|
||||
Total Utility infrastructure services revenues
|
$
|
312,862
|
|
|
$
|
260,017
|
|
|
$
|
1,575,130
|
|
|
$
|
1,314,366
|
|
|
|
|
|
|
|
|
|
||||||||
Unit priced contracts
|
$
|
235,686
|
|
|
$
|
197,322
|
|
|
$
|
1,296,783
|
|
|
$
|
1,013,642
|
|
Fixed priced contracts
|
38,538
|
|
|
25,541
|
|
|
130,295
|
|
|
137,724
|
|
||||
Time and materials contracts
|
38,638
|
|
|
37,154
|
|
|
148,052
|
|
|
163,000
|
|
||||
Total Utility infrastructure services revenues
|
$
|
312,862
|
|
|
$
|
260,017
|
|
|
$
|
1,575,130
|
|
|
$
|
1,314,366
|
|
|
16
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Contracts receivable, net
|
$
|
160,973
|
|
|
$
|
186,249
|
|
Revenue earned on contracts in progress in excess of billings
|
97,642
|
|
|
87,520
|
|
||
Amounts billed in excess of revenue earned on contracts
|
4,588
|
|
|
4,211
|
|
|
17
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
•
|
To use the “package”, which is a set of three practical expedients that must be elected as a package and applied consistently to all of Southwest’s and Centuri’s leases. These include: not reassessing whether any expired or existing contracts are or contain leases; not reassessing the lease classification for expired or existing leases (that is, existing operating and capital leases in accordance with current lease guidance will in each case be classified as operating and finance leases, respectively, under the updated guidance); and not reassessing initial direct costs for any existing leases.
|
•
|
To utilize the practical expedient to exclude all easements in place prior to January 1, 2019 from treatment under Topic 842. However, Southwest will evaluate new easements entered into after the effective date of the standard to determine if the arrangements should be accounted for as leases.
|
•
|
To make an accounting policy election by asset class to include both the lease and non-lease components (as defined in the guidance) as a single component.
|
•
|
To make an accounting policy election to not apply Topic 842 to short-term leases, as permitted.
|
•
|
To not elect to use hindsight in determining the lease term and in assessing impairment of ROU assets.
|
•
|
To utilize a portfolio approach to effectively account for the operating lease ROU assets and liabilities with regard to certain equipment leases at Centuri.
|
|
18
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
Three Months Ended
|
||
|
March 31, 2019
|
||
Southwest:
|
|
||
Operating lease cost
|
$
|
406
|
|
|
|
||
Centuri:
|
|
||
Operating lease cost
|
$
|
2,805
|
|
|
|
||
Finance lease cost:
|
|
||
Amortization of ROU assets
|
$
|
35
|
|
Interest on lease liabilities
|
7
|
|
|
Total finance lease cost
|
42
|
|
|
Short-term lease cost
|
2,575
|
|
|
Total lease cost
|
$
|
5,828
|
|
|
|
(Thousands of dollars)
|
Southwest
|
|
Centuri
|
|
Consolidated Total
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
||||||
Operating cash flows from operating leases
|
$
|
396
|
|
|
$
|
2,555
|
|
|
$
|
2,951
|
|
Operating cash flows from finance leases
|
—
|
|
|
7
|
|
|
7
|
|
|||
Financing cash flows from finance leases
|
—
|
|
|
51
|
|
|
51
|
|
|||
|
|
|
|
|
|
||||||
ROU assets obtained in exchange for lease obligations:
|
|
|
|
|
|
||||||
Operating leases
|
$
|
523
|
|
|
$
|
2,321
|
|
|
$
|
2,844
|
|
Finance leases
|
—
|
|
|
84
|
|
|
84
|
|
|||
|
|
|
|
|
|
|
19
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
March 31, 2019
|
||
Southwest:
|
|
||
Operating leases:
|
|
||
Net Utility Plant
|
$
|
1,977
|
|
|
|
||
Other current liabilities
|
$
|
745
|
|
Other deferred credits and other long-term liabilities
|
1,253
|
|
|
Total operating lease liabilities
|
$
|
1,998
|
|
|
|
||
Weighted average remaining lease term (in years)
|
4.22
|
|
|
Weighted average discount rate
|
3.39
|
%
|
|
|
|
||
Centuri:
|
|
||
Operating leases:
|
|
||
Other property and investments
|
$
|
57,267
|
|
|
|
||
Other current liabilities
|
7,178
|
|
|
Other deferred credits and other long-term liabilities
|
52,647
|
|
|
Total operating lease liabilities
|
$
|
59,825
|
|
|
|
||
Finance leases:
|
|
||
Other property and investments
|
$
|
639
|
|
|
|
||
Other current liabilities
|
256
|
|
|
Other deferred credits and other long-term liabilities
|
239
|
|
|
Total finance lease liabilities
|
$
|
495
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
||
Operating leases
|
9.33
|
|
|
Finance leases
|
1.63
|
|
|
|
|
||
Weighted average discount rate
|
|
||
Operating leases
|
4.08
|
%
|
|
Finance leases
|
5.84
|
%
|
|
20
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
Operating leases
|
||
Southwest:
|
|
||
2020
|
$
|
800
|
|
2021
|
556
|
|
|
2022
|
295
|
|
|
2023
|
124
|
|
|
2024
|
78
|
|
|
Thereafter
|
307
|
|
|
Total lease payments
|
2,160
|
|
|
Less imputed interest
|
162
|
|
|
Total
|
$
|
1,998
|
|
(Thousands of dollars)
|
Operating leases
|
|
Finance leases
|
||||
Centuri:
|
|
|
|
||||
2020
|
$
|
10,394
|
|
|
$
|
281
|
|
2021
|
9,327
|
|
|
128
|
|
||
2022
|
8,328
|
|
|
67
|
|
||
2023
|
7,645
|
|
|
38
|
|
||
2024
|
5,710
|
|
|
25
|
|
||
Thereafter
|
31,303
|
|
|
—
|
|
||
Total lease payments
|
72,707
|
|
|
539
|
|
||
Less imputed interest
|
12,882
|
|
|
44
|
|
||
Total
|
$
|
59,825
|
|
|
$
|
495
|
|
|
|
2018
|
|
2017
|
||||
Southwest Gas Corporation
|
|
$
|
4,556
|
|
|
$
|
4,926
|
|
Centuri
|
|
59,491
|
|
|
62,310
|
|
||
Consolidated rental payments/lease expense
|
|
$
|
64,047
|
|
|
$
|
67,236
|
|
|
21
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
||
Contract notional amounts
|
14,757
|
|
|
13,387
|
|
*
|
Represents the impact of regulatory deferral accounting treatment under U.S. GAAP for rate-regulated entities.
|
|
22
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
March 31, 2019
|
|
|
|
Asset
|
|
Liability
|
|
|
||||||
Instrument
|
|
Balance Sheet Location
|
|
Derivatives
|
|
Derivatives
|
|
Net Total
|
||||||
Swaps
|
|
Other current liabilities
|
|
$
|
805
|
|
|
$
|
(4,472
|
)
|
|
$
|
(3,667
|
)
|
Swaps
|
|
Other deferred credits
|
|
60
|
|
|
(809
|
)
|
|
(749
|
)
|
|||
Total
|
|
|
|
$
|
865
|
|
|
$
|
(5,281
|
)
|
|
$
|
(4,416
|
)
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
Asset
|
|
Liability
|
|
|
||||||
Instrument
|
|
Balance Sheet Location
|
|
Derivatives
|
|
Derivatives
|
|
Net Total
|
||||||
Swaps
|
|
Prepaid and other current assets
|
|
$
|
243
|
|
|
$
|
(99
|
)
|
|
$
|
144
|
|
Swaps
|
|
Other current liabilities
|
|
1,595
|
|
|
(3,347
|
)
|
|
(1,752
|
)
|
|||
Swaps
|
|
Other deferred credits
|
|
141
|
|
|
(251
|
)
|
|
(110
|
)
|
|||
Total
|
|
|
|
$
|
1,979
|
|
|
$
|
(3,697
|
)
|
|
$
|
(1,718
|
)
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||
(Thousands of dollars)
|
March 31, 2019
|
|
March 31, 2019
|
||||
Paid to counterparties
|
$
|
1,882
|
|
|
$
|
5,948
|
|
Received from counterparties
|
$
|
1,047
|
|
|
$
|
1,653
|
|
March 31, 2019
|
|
|
|
|
||
Instrument
|
|
Balance Sheet Location
|
|
Net Total
|
||
Swaps
|
|
Prepaid and other current assets
|
|
$
|
3,667
|
|
Swaps
|
|
Deferred charges and other assets
|
|
749
|
|
|
|
|
|
|
|
||
December 31, 2018
|
|
|
|
|
||
Instrument
|
|
Balance Sheet Location
|
|
Net Total
|
||
Swaps
|
|
Other current liabilities
|
|
$
|
(144
|
)
|
Swaps
|
|
Prepaid and other current assets
|
|
1,752
|
|
|
Swaps
|
|
Deferred charges and other assets
|
|
110
|
|
|
23
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
(Thousands of dollars)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets at fair value:
|
|
|
|
||||
Prepaid and other current assets - Swaps
|
$
|
—
|
|
|
$
|
144
|
|
Liabilities at fair value:
|
|
|
|
||||
Other current liabilities - Swaps
|
(3,667
|
)
|
|
(1,752
|
)
|
||
Other deferred credits - Swaps
|
(749
|
)
|
|
(110
|
)
|
||
Net Assets (Liabilities)
|
$
|
(4,416
|
)
|
|
$
|
(1,718
|
)
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross proceeds
|
$
|
23,073,149
|
|
|
$
|
9,199,661
|
|
|
$
|
99,023,464
|
|
|
$
|
50,976,456
|
|
Less: agent commissions
|
(230,731
|
)
|
|
(91,997
|
)
|
|
(990,234
|
)
|
|
(509,765
|
)
|
||||
Net proceeds
|
$
|
22,842,418
|
|
|
$
|
9,107,664
|
|
|
$
|
98,033,230
|
|
|
$
|
50,466,691
|
|
|
|
|
|
|
|
|
|
||||||||
Number of shares sold
|
277,829
|
|
|
137,300
|
|
|
1,286,234
|
|
|
643,007
|
|
||||
Weighted average price per share
|
$
|
83.05
|
|
|
$
|
67.00
|
|
|
$
|
76.99
|
|
|
$
|
79.28
|
|
|
24
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
25
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Market
Value
|
|
Carrying
Amount
|
|
Market
Value
|
||||||||
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Debentures:
|
|
|
|
|
|
|
|
|
||||||||
Notes, 4.45%, due 2020
|
|
$
|
125,000
|
|
|
$
|
126,990
|
|
|
$
|
125,000
|
|
|
$
|
126,213
|
|
Notes, 6.1%, due 2041
|
|
125,000
|
|
|
154,294
|
|
|
125,000
|
|
|
150,728
|
|
||||
Notes, 3.875%, due 2022
|
|
250,000
|
|
|
255,015
|
|
|
250,000
|
|
|
254,195
|
|
||||
Notes, 4.875%, due 2043
|
|
250,000
|
|
|
277,683
|
|
|
250,000
|
|
|
268,985
|
|
||||
Notes, 3.8%, due 2046
|
|
300,000
|
|
|
283,635
|
|
|
300,000
|
|
|
267,030
|
|
||||
Notes, 3.7%, due 2028
|
|
300,000
|
|
|
306,465
|
|
|
300,000
|
|
|
298,926
|
|
||||
8% Series, due 2026
|
|
75,000
|
|
|
95,128
|
|
|
75,000
|
|
|
93,827
|
|
||||
Medium-term notes, 7.78% series, due 2022
|
|
25,000
|
|
|
27,715
|
|
|
25,000
|
|
|
27,497
|
|
||||
Medium-term notes, 7.92% series, due 2027
|
|
25,000
|
|
|
30,824
|
|
|
25,000
|
|
|
30,016
|
|
||||
Medium-term notes, 6.76% series, due 2027
|
|
7,500
|
|
|
8,845
|
|
|
7,500
|
|
|
8,651
|
|
||||
Unamortized discount and debt issuance costs
|
|
(11,641
|
)
|
|
|
|
(11,807
|
)
|
|
|
||||||
|
|
1,470,859
|
|
|
|
|
1,470,693
|
|
|
|
||||||
Revolving credit facility and commercial paper
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
||||
Industrial development revenue bonds:
|
|
|
|
|
|
|
|
|
||||||||
Variable-rate bonds:
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt Series A, due 2028
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2003 Series A, due 2038
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2008 Series A, due 2038
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2009 Series A, due 2039
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
Unamortized discount and debt issuance costs
|
|
(1,900
|
)
|
|
|
|
(2,024
|
)
|
|
|
||||||
|
|
198,100
|
|
|
|
|
197,976
|
|
|
|
||||||
Less: current maturities
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Long-term debt, less current maturities - Southwest Gas Corporation
|
|
$
|
1,818,959
|
|
|
|
|
$
|
1,818,669
|
|
|
|
||||
Centuri:
|
|
|
|
|
|
|
|
|
||||||||
Centuri term loan facility
|
|
$
|
254,534
|
|
|
$
|
257,579
|
|
|
$
|
255,959
|
|
|
$
|
260,135
|
|
Unamortized debt issuance costs
|
|
(1,343
|
)
|
|
|
|
(1,414
|
)
|
|
|
||||||
|
|
253,191
|
|
|
|
|
254,545
|
|
|
|
||||||
Centuri secured revolving credit facility
|
|
6,361
|
|
|
6,363
|
|
|
—
|
|
|
—
|
|
||||
Centuri other debt obligations
|
|
62,678
|
|
|
63,365
|
|
|
67,104
|
|
|
67,053
|
|
||||
Less: current maturities
|
|
(34,915
|
)
|
|
|
|
(33,060
|
)
|
|
|
||||||
Long-term debt, less current maturities - Centuri
|
|
$
|
287,315
|
|
|
|
|
$
|
288,589
|
|
|
|
||||
Consolidated Southwest Gas Holdings, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation long-term debt
|
|
$
|
1,818,959
|
|
|
|
|
$
|
1,818,669
|
|
|
|
||||
Centuri long-term debt
|
|
322,230
|
|
|
|
|
321,649
|
|
|
|
||||||
Less: current maturities
|
|
(34,915
|
)
|
|
|
|
(33,060
|
)
|
|
|
||||||
Long-term debt, less current maturities - Southwest Gas Holdings, Inc.
|
|
$
|
2,106,274
|
|
|
|
|
$
|
2,107,258
|
|
|
|
|
26
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
27
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Southwest Gas Holdings, Inc. Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||
(In thousands, except per share amounts)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Non-controlling Interest
|
|
|
|
Redeemable Noncontrolling Interest
(Temporary Equity)
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|
|||||||||||||||||||||
December 31, 2018
|
|
53,026
|
|
|
$
|
54,656
|
|
|
$
|
1,305,769
|
|
|
$
|
(52,668
|
)
|
|
$
|
944,285
|
|
|
$
|
(452
|
)
|
|
$
|
2,251,590
|
|
|
$
|
81,831
|
|
Common stock issuances
|
|
365
|
|
|
365
|
|
|
27,024
|
|
|
|
|
|
|
|
|
27,389
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
94,809
|
|
|
|
|
94,809
|
|
|
575
|
|
||||||||||||
Foreign currency exchange translation adjustment
|
|
|
|
|
|
|
|
791
|
|
|
|
|
|
|
791
|
|
|
|
|||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
|
|
|
|
|
|
619
|
|
|
|
|
|
|
619
|
|
|
|
|||||||||||||
FSIRS amounts reclassified to net income, net of tax
|
|
|
|
|
|
|
|
635
|
|
|
|
|
|
|
635
|
|
|
|
|||||||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Common: $0.545 per share
|
|
|
|
|
|
|
|
|
|
(29,285
|
)
|
|
|
|
(29,285
|
)
|
|
|
|||||||||||||
March 31, 2019
|
|
53,391
|
|
|
$
|
55,021
|
|
|
$
|
1,332,793
|
|
|
$
|
(50,623
|
)
|
|
$
|
1,009,809
|
|
|
$
|
(452
|
)
|
|
$
|
2,346,548
|
|
|
$
|
82,406
|
|
|
|
Southwest Gas Holdings, Inc. Equity
|
|
|
|
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Non-controlling Interest
|
|
|
|||||||||||||||
(In thousands, except per share amounts)
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
December 31, 2017
|
|
48,090
|
|
|
$
|
49,720
|
|
|
$
|
955,332
|
|
|
$
|
(47,682
|
)
|
|
$
|
857,398
|
|
|
$
|
(2,365
|
)
|
|
$
|
1,812,403
|
|
Common stock issuances
|
|
247
|
|
|
247
|
|
|
10,148
|
|
|
|
|
|
|
|
|
10,395
|
|
|||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
79,091
|
|
|
(797
|
)
|
|
78,294
|
|
||||||||||
Foreign currency exchange translation adjustment
|
|
|
|
|
|
|
|
(911
|
)
|
|
|
|
|
|
(911
|
)
|
|||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
|
|
|
|
|
|
895
|
|
|
|
|
|
|
895
|
|
|||||||||||
FSIRS amounts reclassified to net income, net of tax
|
|
|
|
|
|
|
|
635
|
|
|
|
|
|
|
635
|
|
|||||||||||
Reclassification of excess deferred taxes (a)
|
|
|
|
|
|
|
|
(9,300
|
)
|
|
9,300
|
|
|
|
|
—
|
|
||||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Common: $0.52 per share
|
|
|
|
|
|
|
|
|
|
(25,335
|
)
|
|
|
|
(25,335
|
)
|
|||||||||||
March 31, 2018
|
|
48,337
|
|
|
$
|
49,967
|
|
|
$
|
965,480
|
|
|
$
|
(56,363
|
)
|
|
$
|
920,454
|
|
|
$
|
(3,162
|
)
|
|
$
|
1,876,376
|
|
(a)
|
Reclassification for the release of excess deferred taxes as a result of the adoption of ASU No. 2018-02 “Income Statement—Reporting Comprehensive Income—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which permitted release of excess amounts created following the December 2017 enactment of U.S. tax reform.
|
|
28
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Southwest Gas Corporation Equity
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
|
|||||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
December 31, 2018
|
|
47,482
|
|
|
$
|
49,112
|
|
|
$
|
1,065,242
|
|
|
$
|
(49,049
|
)
|
|
$
|
717,155
|
|
|
$
|
1,782,460
|
|
Net income
|
|
|
|
|
|
|
|
|
|
103,389
|
|
|
103,389
|
|
|||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
|
|
|
|
|
|
619
|
|
|
|
|
619
|
|
|||||||||
FSIRS amounts reclassified to net income, net of tax
|
|
|
|
|
|
|
|
635
|
|
|
|
|
635
|
|
|||||||||
Stock-based compensation (a)
|
|
|
|
|
|
918
|
|
|
|
|
(160
|
)
|
|
758
|
|
||||||||
Dividends declared to Southwest Gas Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
(22,800
|
)
|
|
(22,800
|
)
|
|||||||||
Contributions from Southwest Gas Holdings, Inc.
|
|
|
|
|
|
22,842
|
|
|
|
|
|
|
22,842
|
|
|||||||||
March 31, 2019
|
|
47,482
|
|
|
$
|
49,112
|
|
|
$
|
1,089,002
|
|
|
$
|
(47,795
|
)
|
|
$
|
797,584
|
|
|
$
|
1,887,903
|
|
|
|
Southwest Gas Corporation Equity
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
|
|||||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
December 31, 2017
|
|
47,482
|
|
|
$
|
49,112
|
|
|
$
|
948,767
|
|
|
$
|
(47,073
|
)
|
|
$
|
659,193
|
|
|
$
|
1,609,999
|
|
Net income
|
|
|
|
|
|
|
|
|
|
90,349
|
|
|
90,349
|
|
|||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
|
|
|
|
|
|
895
|
|
|
|
|
895
|
|
|||||||||
FSIRS amounts reclassified to net income, net of tax
|
|
|
|
|
|
|
|
635
|
|
|
|
|
635
|
|
|||||||||
Reclassification of excess deferred taxes (b)
|
|
|
|
|
|
|
|
(9,300
|
)
|
|
9,300
|
|
|
—
|
|
||||||||
Stock-based compensation (a)
|
|
|
|
|
|
(568
|
)
|
|
|
|
(166
|
)
|
|
(734
|
)
|
||||||||
Dividends declared to Southwest Gas Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
(22,000
|
)
|
|
(22,000
|
)
|
|||||||||
March 31, 2018
|
|
47,482
|
|
|
$
|
49,112
|
|
|
$
|
948,199
|
|
|
$
|
(54,843
|
)
|
|
$
|
736,676
|
|
|
$
|
1,679,144
|
|
(a)
|
Stock-based compensation is based on stock awards of Southwest Gas Corporation to be issued in shares of Southwest Gas Holdings, Inc.
|
(b)
|
Reclassification for the release of excess deferred taxes as a result of the adoption of ASU No. 2018-02, which permitted release of excess amounts created following the December 2017 enactment of U.S. tax reform.
|
|
29
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
or Benefit (1)
|
|
Net-of-
Tax
Amount
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
or Benefit (1)
|
|
Net-of-
Tax
Amount
|
||||||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
|
$
|
317
|
|
|
$
|
(76
|
)
|
|
$
|
241
|
|
|
$
|
334
|
|
|
$
|
(80
|
)
|
|
$
|
254
|
|
Amortization of net actuarial (gain)/loss
|
|
5,844
|
|
|
(1,403
|
)
|
|
4,441
|
|
|
8,404
|
|
|
(2,017
|
)
|
|
6,387
|
|
||||||
Regulatory adjustment
|
|
(5,347
|
)
|
|
1,284
|
|
|
(4,063
|
)
|
|
(7,560
|
)
|
|
1,814
|
|
|
(5,746
|
)
|
||||||
Pension plans other comprehensive income
|
|
814
|
|
|
(195
|
)
|
|
619
|
|
|
1,178
|
|
|
(283
|
)
|
|
895
|
|
||||||
FSIRS (designated hedging activities):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified into net income
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
837
|
|
|
(202
|
)
|
|
635
|
|
||||||
FSIRS other comprehensive income
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
837
|
|
|
(202
|
)
|
|
635
|
|
||||||
Total other comprehensive income - Southwest Gas Corporation
|
|
1,650
|
|
|
(396
|
)
|
|
1,254
|
|
|
2,015
|
|
|
(485
|
)
|
|
1,530
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Translation adjustments
|
|
791
|
|
|
—
|
|
|
791
|
|
|
(911
|
)
|
|
—
|
|
|
(911
|
)
|
||||||
Foreign currency other comprehensive income (loss)
|
|
791
|
|
|
—
|
|
|
791
|
|
|
(911
|
)
|
|
—
|
|
|
(911
|
)
|
||||||
Total other comprehensive income - Southwest Gas Holdings, Inc.
|
|
$
|
2,441
|
|
|
$
|
(396
|
)
|
|
$
|
2,045
|
|
|
$
|
1,104
|
|
|
$
|
(485
|
)
|
|
$
|
619
|
|
|
|
Twelve Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
or Benefit (1)
|
|
Net-of-
Tax
Amount
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
or Benefit (1)
|
|
Net-of-
Tax
Amount
|
||||||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain/(loss)
|
|
$
|
(20,426
|
)
|
|
$
|
4,902
|
|
|
$
|
(15,524
|
)
|
|
$
|
(43,027
|
)
|
|
$
|
10,326
|
|
|
$
|
(32,701
|
)
|
Amortization of prior service cost
|
|
1,318
|
|
|
(316
|
)
|
|
1,002
|
|
|
1,335
|
|
|
(460
|
)
|
|
875
|
|
||||||
Amortization of net actuarial (gain)/loss
|
|
31,057
|
|
|
(7,454
|
)
|
|
23,603
|
|
|
27,488
|
|
|
(9,269
|
)
|
|
18,219
|
|
||||||
Regulatory adjustment
|
|
(6,020
|
)
|
|
1,446
|
|
|
(4,574
|
)
|
|
10,515
|
|
|
(115
|
)
|
|
10,400
|
|
||||||
Pension plans other comprehensive income (loss)
|
|
5,929
|
|
|
(1,422
|
)
|
|
4,507
|
|
|
(3,689
|
)
|
|
482
|
|
|
(3,207
|
)
|
||||||
FSIRS (designated hedging activities):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified into net income
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
3,345
|
|
|
(1,155
|
)
|
|
2,190
|
|
||||||
FSIRS other comprehensive income
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
3,345
|
|
|
(1,155
|
)
|
|
2,190
|
|
||||||
Total other comprehensive income (loss) - Southwest Gas Corporation
|
|
9,273
|
|
|
(2,225
|
)
|
|
7,048
|
|
|
(344
|
)
|
|
(673
|
)
|
|
(1,017
|
)
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Translation adjustments
|
|
(1,308
|
)
|
|
—
|
|
|
(1,308
|
)
|
|
640
|
|
|
—
|
|
|
640
|
|
||||||
Foreign currency other comprehensive income (loss)
|
|
(1,308
|
)
|
|
—
|
|
|
(1,308
|
)
|
|
640
|
|
|
—
|
|
|
640
|
|
||||||
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.
|
|
$
|
7,965
|
|
|
$
|
(2,225
|
)
|
|
$
|
5,740
|
|
|
$
|
296
|
|
|
$
|
(673
|
)
|
|
$
|
(377
|
)
|
(1)
|
Tax amounts are calculated using a 24% rate following the December 22, 2017 enactment date of U.S. tax reform. For periods prior to the enactment date (and included in specific line items of the tables for the twelve months ended March 31, 2018), tax amounts were calculated using a 38% rate. The tax effect of before-tax amounts remaining in the balance of Accumulated other comprehensive income (loss) as of March 31, 2019 is effectively computed using a 24% tax rate overall. With regard to foreign currency translation adjustments, the Company has elected to indefinitely reinvest the earnings of Centuri’s Canadian subsidiaries in Canada, thus preventing deferred taxes on such earnings. As a result of this assertion, the Company is not recognizing any tax effect or presenting a tax expense or benefit for the currency translation adjustment amount reported in Other comprehensive income (loss), as repatriation of earnings is not anticipated.
|
|
30
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Defined Benefit Plans
|
|
FSIRS
|
|
Foreign Currency Items
|
|
|
||||||||||||||||||||||||||||||||
|
|
Before-Tax
|
|
Tax
(Expense)
Benefit (4,5)
|
|
After-Tax (5)
|
|
Before-Tax
|
|
Tax
(Expense)
Benefit (4,5)
|
|
After-Tax (5)
|
|
Before-Tax
|
|
Tax
(Expense)
Benefit
|
|
After-Tax
|
|
AOCI
|
||||||||||||||||||||
Beginning Balance AOCI December 31, 2018
|
|
$
|
(55,227
|
)
|
|
$
|
13,254
|
|
|
$
|
(41,973
|
)
|
|
$
|
(9,310
|
)
|
|
$
|
2,234
|
|
|
$
|
(7,076
|
)
|
|
$
|
(3,619
|
)
|
|
$
|
—
|
|
|
$
|
(3,619
|
)
|
|
$
|
(52,668
|
)
|
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|
—
|
|
|
791
|
|
|
791
|
|
||||||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|
—
|
|
|
791
|
|
|
791
|
|
||||||||||
FSIRS amounts reclassified from AOCI (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
635
|
|
||||||||||
Amortization of prior service cost (2)
|
|
317
|
|
|
(76
|
)
|
|
241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||||||||
Amortization of net actuarial loss (2)
|
|
5,844
|
|
|
(1,403
|
)
|
|
4,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
||||||||||
Regulatory adjustment (3)
|
|
(5,347
|
)
|
|
1,284
|
|
|
(4,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,063
|
)
|
||||||||||
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.
|
|
814
|
|
|
(195
|
)
|
|
619
|
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
791
|
|
|
—
|
|
|
791
|
|
|
2,045
|
|
||||||||||
Ending Balance AOCI March 31, 2019
|
|
$
|
(54,413
|
)
|
|
$
|
13,059
|
|
|
$
|
(41,354
|
)
|
|
$
|
(8,474
|
)
|
|
$
|
2,033
|
|
|
$
|
(6,441
|
)
|
|
$
|
(2,828
|
)
|
|
$
|
—
|
|
|
$
|
(2,828
|
)
|
|
$
|
(50,623
|
)
|
(1)
|
The FSIRS reclassification amounts are included in Net interest deductions on the Company’s Condensed Consolidated Statements of Income.
|
(2)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 2 – Components of Net Periodic Benefit Cost for additional details).
|
(3)
|
The regulatory adjustment represents the portion of the activity above that is expected to be recovered through rates in the future (the related regulatory asset is included in Deferred charges and other assets on the Company’s Condensed Consolidated Balance Sheets).
|
(4)
|
Tax amounts are calculated using a 24% rate.
|
(5)
|
The beginning balances depict amounts attributable to the individual components of AOCI (Defined Benefit Plans and FSIRS) following the adoption of ASU No. 2018-02, with no impact to the total balance of AOCI resulting from the depiction.
|
|
31
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Defined Benefit Plans
|
|
FSIRS
|
|
|
||||||||||||||||||||||
|
|
Before-Tax
|
|
Tax
(Expense)
Benefit (9,10)
|
|
After-Tax (10)
|
|
Before-Tax
|
|
Tax
(Expense)
Benefit (9,10)
|
|
After-Tax (10)
|
|
AOCI
|
||||||||||||||
Beginning Balance AOCI December 31, 2018
|
|
$
|
(55,227
|
)
|
|
$
|
13,254
|
|
|
$
|
(41,973
|
)
|
|
$
|
(9,310
|
)
|
|
$
|
2,234
|
|
|
$
|
(7,076
|
)
|
|
$
|
(49,049
|
)
|
FSIRS amounts reclassified from AOCI (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
635
|
|
|||||||
Amortization of prior service cost (7)
|
|
317
|
|
|
(76
|
)
|
|
241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|||||||
Amortization of net actuarial loss (7)
|
|
5,844
|
|
|
(1,403
|
)
|
|
4,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|||||||
Regulatory adjustment (8)
|
|
(5,347
|
)
|
|
1,284
|
|
|
(4,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,063
|
)
|
|||||||
Net current period other comprehensive income attributable to Southwest Gas Corporation
|
|
814
|
|
|
(195
|
)
|
|
619
|
|
|
836
|
|
|
(201
|
)
|
|
635
|
|
|
1,254
|
|
|||||||
Ending Balance AOCI March 31, 2019
|
|
$
|
(54,413
|
)
|
|
$
|
13,059
|
|
|
$
|
(41,354
|
)
|
|
$
|
(8,474
|
)
|
|
$
|
2,033
|
|
|
$
|
(6,441
|
)
|
|
$
|
(47,795
|
)
|
(6)
|
The FSIRS reclassification amounts are included in Net interest deductions on Southwest’s Condensed Consolidated Statements of Income.
|
(7)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 2 – Components of Net Periodic Benefit Cost for additional details).
|
(8)
|
The regulatory adjustment represents the portion of the activity above that is expected to be recovered through rates in the future (the related regulatory asset is included in Deferred charges and other assets on Southwest’s Condensed Consolidated Balance Sheets).
|
(9)
|
Tax amounts are calculated using a 24% rate.
|
(10)
|
The beginning balances depict amounts attributable to the individual components of AOCI (Defined Benefit Plans and FSIRS) following the adoption of ASU No. 2018-02, with no impact to the total balance of AOCI resulting from the depiction.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Net actuarial (loss) gain
|
|
$
|
(429,520
|
)
|
|
$
|
(435,364
|
)
|
Prior service cost
|
|
(2,716
|
)
|
|
(3,033
|
)
|
||
Less: amount recognized in regulatory assets
|
|
377,823
|
|
|
383,170
|
|
||
Recognized in AOCI
|
|
$
|
(54,413
|
)
|
|
$
|
(55,227
|
)
|
|
32
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
Natural Gas
Operations
|
|
Utility Infrastructure
Services
|
|
Other
|
|
Total
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
520,677
|
|
|
$
|
274,189
|
|
|
$
|
—
|
|
|
$
|
794,866
|
|
Intersegment revenues
|
—
|
|
|
38,673
|
|
|
—
|
|
|
38,673
|
|
||||
Total
|
$
|
520,677
|
|
|
$
|
312,862
|
|
|
$
|
—
|
|
|
$
|
833,539
|
|
Segment net income (loss)
|
$
|
103,389
|
|
|
$
|
(8,031
|
)
|
|
$
|
(549
|
)
|
|
$
|
94,809
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
494,313
|
|
|
$
|
232,859
|
|
|
$
|
—
|
|
|
$
|
727,172
|
|
Intersegment revenues
|
—
|
|
|
27,158
|
|
|
—
|
|
|
27,158
|
|
||||
Total
|
$
|
494,313
|
|
|
$
|
260,017
|
|
|
$
|
—
|
|
|
$
|
754,330
|
|
Segment net income (loss)
|
$
|
90,349
|
|
|
$
|
(11,001
|
)
|
|
$
|
(257
|
)
|
|
$
|
79,091
|
|
|
|
|
|
|
|
|
|
||||||||
|
Natural Gas
Operations
|
|
Utility Infrastructure
Services
|
|
Other
|
|
Total
|
||||||||
Twelve Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
1,384,092
|
|
|
$
|
1,427,701
|
|
|
$
|
—
|
|
|
$
|
2,811,793
|
|
Intersegment revenues
|
—
|
|
|
147,429
|
|
|
—
|
|
|
147,429
|
|
||||
Total
|
$
|
1,384,092
|
|
|
$
|
1,575,130
|
|
|
$
|
—
|
|
|
$
|
2,959,222
|
|
Segment net income (loss)
|
$
|
151,882
|
|
|
$
|
47,947
|
|
|
$
|
(1,834
|
)
|
|
$
|
197,995
|
|
Twelve Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
1,334,019
|
|
|
$
|
1,211,345
|
|
|
$
|
—
|
|
|
$
|
2,545,364
|
|
Intersegment revenues
|
—
|
|
|
103,021
|
|
|
—
|
|
|
103,021
|
|
||||
Total
|
$
|
1,334,019
|
|
|
$
|
1,314,366
|
|
|
$
|
—
|
|
|
$
|
2,648,385
|
|
Segment net income (loss)
|
$
|
170,229
|
|
|
$
|
34,693
|
|
|
$
|
(1,298
|
)
|
|
$
|
203,624
|
|
|
33
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
Redeemable
Noncontrolling Interest |
||
(Thousands of dollars):
|
|
||
Balance, December 31, 2018
|
$
|
81,831
|
|
Net income attributable to redeemable noncontrolling interest
|
575
|
|
|
Balance, March 31, 2019
|
$
|
82,406
|
|
|
|
|
|
Acquisition Date
|
|
Measurement Period Adjustments
|
|
Revised Acquisition Date
|
||||||
Cash and cash equivalents
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Accounts receivable
|
|
32.8
|
|
|
(0.5
|
)
|
|
32.3
|
|
|||
Revenue earned on contracts in progress in excess of billings
|
|
21.6
|
|
|
1.7
|
|
|
23.3
|
|
|||
Prepaid expenses and other current assets
|
|
1.1
|
|
|
0.2
|
|
|
1.3
|
|
|||
Property and equipment
|
|
89.4
|
|
|
(0.5
|
)
|
|
88.9
|
|
|||
Intangible assets
|
|
89.3
|
|
|
—
|
|
|
89.3
|
|
|||
Goodwill
|
|
188.5
|
|
|
3.3
|
|
|
191.8
|
|
|||
Total assets acquired
|
|
426.6
|
|
|
4.2
|
|
|
430.8
|
|
|||
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||
Accrued liabilities
|
|
6.9
|
|
|
1.6
|
|
|
8.5
|
|
|||
Deferred compensation and related accrued taxes
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|||
Redeemable noncontrolling interest
|
|
81.7
|
|
|
—
|
|
|
81.7
|
|
|||
Total liabilities assumed and noncontrolling interest
|
|
100.0
|
|
|
1.6
|
|
|
101.6
|
|
|||
Net assets acquired
|
|
$
|
326.6
|
|
|
$
|
2.6
|
|
|
$
|
329.2
|
|
|
|
|
|
|
|
|
|
34
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
35
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
36
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Period Ended March 31,
|
||||||||||||||
|
|
Three Months
|
|
Twelve Months
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Contribution to net income
|
|
|
|
|
|
|
|
|
||||||||
Natural gas operations
|
|
$
|
103,389
|
|
|
$
|
90,349
|
|
|
$
|
151,882
|
|
|
$
|
170,229
|
|
Utility infrastructure services
|
|
(8,031
|
)
|
|
(11,001
|
)
|
|
47,947
|
|
|
34,693
|
|
||||
Corporate and administrative
|
|
(549
|
)
|
|
(257
|
)
|
|
(1,834
|
)
|
|
(1,298
|
)
|
||||
Net income
|
|
$
|
94,809
|
|
|
$
|
79,091
|
|
|
$
|
197,995
|
|
|
$
|
203,624
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average number of common shares
|
|
53,369
|
|
|
48,416
|
|
|
50,640
|
|
|
48,105
|
|
||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
1.78
|
|
|
$
|
1.63
|
|
|
$
|
3.91
|
|
|
$
|
4.23
|
|
Natural Gas Operations
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
|
|
|
|
|
|
|
|
|
||||||||
Gas operating revenues
|
|
$
|
520,677
|
|
|
$
|
494,313
|
|
|
$
|
1,384,092
|
|
|
$
|
1,334,019
|
|
Less: Net cost of gas sold
|
|
192,604
|
|
|
185,732
|
|
|
426,260
|
|
|
393,898
|
|
||||
Operating margin
|
|
$
|
328,073
|
|
|
$
|
308,581
|
|
|
$
|
957,832
|
|
|
$
|
940,121
|
|
•
|
32,000 net new customers (1.6% growth rate) during the last 12 months
|
•
|
Operating margin increased $19 million
|
•
|
Other income improved $8.3 million from returns on Company-Owned Life Insurance policies
|
•
|
$57 million Arizona general rate case filed in May 2019
|
•
|
Revenues increased $52.8 million (including $47.6 million from Linetec)
|
•
|
Quarterly net loss improved by $3 million
|
|
37
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Thousands of dollars)
|
||||||
Gas operating revenues
|
|
$
|
520,677
|
|
|
$
|
494,313
|
|
Net cost of gas sold
|
|
192,604
|
|
|
185,732
|
|
||
Operating margin
|
|
328,073
|
|
|
308,581
|
|
||
Operations and maintenance expense
|
|
105,542
|
|
|
102,190
|
|
||
Depreciation and amortization
|
|
57,612
|
|
|
49,961
|
|
||
Taxes other than income taxes
|
|
16,206
|
|
|
15,257
|
|
||
Operating income
|
|
148,713
|
|
|
141,173
|
|
||
Other income (deductions)
|
|
5,946
|
|
|
(4,603
|
)
|
||
Net interest deductions
|
|
23,099
|
|
|
19,255
|
|
||
Income before income taxes
|
|
131,560
|
|
|
117,315
|
|
||
Income tax expense
|
|
28,171
|
|
|
26,966
|
|
||
Contribution to consolidated net income
|
|
$
|
103,389
|
|
|
$
|
90,349
|
|
|
38
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Twelve Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Thousands of dollars)
|
||||||
Gas operating revenues
|
|
$
|
1,384,092
|
|
|
$
|
1,334,019
|
|
Net cost of gas sold
|
|
426,260
|
|
|
393,898
|
|
||
Operating margin
|
|
957,832
|
|
|
940,121
|
|
||
Operations and maintenance expense
|
|
408,165
|
|
|
389,687
|
|
||
Depreciation and amortization
|
|
199,467
|
|
|
190,688
|
|
||
Taxes other than income taxes
|
|
60,847
|
|
|
58,421
|
|
||
Operating income
|
|
289,353
|
|
|
301,325
|
|
||
Other income (deductions)
|
|
(6,691
|
)
|
|
(9,747
|
)
|
||
Net interest deductions
|
|
85,584
|
|
|
71,778
|
|
||
Income before income taxes
|
|
197,078
|
|
|
219,800
|
|
||
Income tax expense
|
|
45,196
|
|
|
49,571
|
|
||
Contribution to consolidated net income
|
|
$
|
151,882
|
|
|
$
|
170,229
|
|
|
39
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Thousands of dollars)
|
||||||
Utility infrastructure services revenues
|
|
$
|
312,862
|
|
|
$
|
260,017
|
|
Operating expenses:
|
|
|
|
|
||||
Utility infrastructure services expenses
|
|
300,465
|
|
|
258,952
|
|
||
Depreciation and amortization
|
|
19,927
|
|
|
12,517
|
|
||
Operating income (loss)
|
|
(7,530
|
)
|
|
(11,452
|
)
|
||
Other income (deductions)
|
|
875
|
|
|
263
|
|
||
Net interest deductions
|
|
3,269
|
|
|
3,196
|
|
||
Loss before income taxes
|
|
(9,924
|
)
|
|
(14,385
|
)
|
||
Income tax benefit
|
|
(2,468
|
)
|
|
(2,587
|
)
|
||
Net loss
|
|
(7,456
|
)
|
|
(11,798
|
)
|
||
Net income (loss) attributable to noncontrolling interest
|
|
575
|
|
|
(797
|
)
|
||
Contribution to consolidated net income (loss) attributable to Centuri
|
|
$
|
(8,031
|
)
|
|
$
|
(11,001
|
)
|
|
40
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
Twelve Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Thousands of dollars)
|
||||||
Utility infrastructure services revenues
|
|
$
|
1,575,130
|
|
|
$
|
1,314,366
|
|
Operating expenses:
|
|
|
|
|
||||
Utility infrastructure services expenses
|
|
1,429,202
|
|
|
1,215,959
|
|
||
Depreciation and amortization
|
|
64,806
|
|
|
50,263
|
|
||
Operating income
|
|
81,122
|
|
|
48,144
|
|
||
Other income (deductions)
|
|
374
|
|
|
354
|
|
||
Net interest deductions
|
|
14,263
|
|
|
9,678
|
|
||
Income before income taxes
|
|
67,233
|
|
|
38,820
|
|
||
Income tax expense
|
|
18,539
|
|
|
4,520
|
|
||
Net income
|
|
48,694
|
|
|
34,300
|
|
||
Net income (loss) attributable to noncontrolling interest
|
|
747
|
|
|
(393
|
)
|
||
Contribution to consolidated net income attributable to Centuri
|
|
$
|
47,947
|
|
|
$
|
34,693
|
|
|
41
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
42
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
43
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
44
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
45
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Arizona
|
|
$
|
(72,213
|
)
|
|
$
|
(72,878
|
)
|
|
$
|
11,687
|
|
Northern Nevada
|
|
12,962
|
|
|
4,928
|
|
|
2,993
|
|
|||
Southern Nevada
|
|
51,221
|
|
|
(5,951
|
)
|
|
4,059
|
|
|||
California
|
|
1,059
|
|
|
(933
|
)
|
|
(371
|
)
|
|||
|
|
$
|
(6,971
|
)
|
|
$
|
(74,834
|
)
|
|
$
|
18,368
|
|
|
46
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
47
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
48
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
49
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
50
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
51
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
|
Form 10-Q
|
SOUTHWEST GAS CORPORATION
|
|
March 31, 2019
|
|
Southwest Gas Holdings, Inc.
|
(Registrant)
|
|
/s/ LORI L. COLVIN
|
Lori L. Colvin
|
Vice President/Controller and Chief Accounting Officer
|
|
Southwest Gas Corporation
|
(Registrant)
|
|
/s/ LORI L. COLVIN
|
Lori L. Colvin
|
Vice President/Controller and Chief Accounting Officer
|
|
52
|
|
•
|
Retain key executives for the long-term.
|
•
|
Connect long-term compensation to Centuri’s long-term strategy.
|
•
|
Incentivize key executives to act like owners.
|
Level of Performance
|
Performance-Based Award
|
Time-Based Award
|
Total Award
|
|
Below Threshold
(‐5% three‐year decline in EV)
|
0%
|
$28,5001
|
$28,500
|
|
Threshold
(6.1% three‐year growth in EV)
|
$17,5002
(25% payout)
|
$31,8303
|
$49,330
|
|
Target
(15.8% three‐year growth in EV)
|
$70,0004
(100% payout)
|
$34,7405
|
$104,740
|
|
Maximum
(33.1% three‐year growth in EV)
|
$140,0006
(200% payout)
|
$39,9307,8
|
$179,930
|
(a)
|
construe and interpret the LTIP and apply its provisions;
|
(b)
|
promulgate, amend and rescind rules and regulations relating to the administration of the LTIP;
|
(c)
|
authorize any person to execute, on behalf of the Centuri, any instrument required to carry out the purposes of the LTIP;
|
(d)
|
determine minimum or maximum Awards and payouts under the LTIP;
|
(e)
|
select, subject to the limitations set forth in the LTIP, those employees who shall be participants;
|
(f)
|
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the LTIP and any instrument or agreement relating to the LTIP; and
|
(g)
|
exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the LTIP.
|
3.
|
Miscellaneous.
|
3.13
|
Claims Procedures
|
3.14
|
Limitation on Claims and Venue.
|
Performance
|
Award
|
||
|
Annual
|
3-Year
|
|
|
>10.0%
|
>33.1%
|
200%
|
Maximum
|
10.0%
|
33.1%
|
200%
|
|
9.5%
|
31.4%
|
190%
|
|
9.0%
|
29.7%
|
180%
|
|
8.5%
|
27.9%
|
170%
|
|
8.0%
|
26.2%
|
160%
|
|
7.5%
|
24.5%
|
150%
|
|
7.0%
|
22.8%
|
140%
|
|
6.5%
|
21.0%
|
130%
|
|
6.0%
|
19.3%
|
120%
|
|
5.5%
|
17.6%
|
110%
|
Target
|
5.0%
|
15.8%
|
100%
|
|
4.5%
|
14.1%
|
87.5%
|
|
4.0%
|
12.5%
|
75%
|
|
3.5%
|
10.9%
|
62.5%
|
|
3.0%
|
9.3%
|
50%
|
|
2.5%
|
7.7%
|
37.5%
|
Threshold
|
2.0%
|
6.1%
|
25%
|
<Threshold
|
<2.0%
|
<6.1%
|
0%
|
4.1
|
Plan Administrator Powers.
|
(1)
|
Specify the Plan rights and obligations of a Participating Employer; and
|
(2)
|
Allow for the orderly operation of the Plan when there is one or more Participating Employers.
|
•
|
Time Based Shares (___%): ______ Shares
|
•
|
Performance Based Shares (___%): _____ Shares
|
6.
|
Forfeiture of Shares.
|
7.
|
Removal of Restrictions.
|
8.
|
Credit of Dividend Equivalents.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southwest Gas Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
|
|
/s/ JOHN P. HESTER
|
|
John P. Hester
|
|
President and Chief Executive Officer
|
|
Southwest Gas Holdings, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southwest Gas Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
/s/ GREGORY J. PETERSON
|
|
Gregory J. Peterson
|
|
Senior Vice President/Chief Financial Officer
|
|
Southwest Gas Holdings, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southwest Gas Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
|
|
/s/ JOHN P. HESTER
|
|
John P. Hester
|
|
President and Chief Executive Officer
|
|
Southwest Gas Corporation
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southwest Gas Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a.)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b.)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c.)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d.)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
/s/ GREGORY J. PETERSON
|
|
Gregory J. Peterson
|
|
Senior Vice President/Chief Financial Officer
|
|
Southwest Gas Corporation
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
|
|
|
/s/ John P. Hester
|
|
John P. Hester
President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
|
|
|
/s/ Gregory J. Peterson
|
|
Gregory J. Peterson
Senior Vice President/Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Southwest Gas Corporation at the dates and for the periods indicated.
|
|
|
|
/s/ John P. Hester
|
|
John P. Hester
President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Southwest Gas Corporation at the dates and for the periods indicated.
|
|
|
|
/s/ Gregory J. Peterson
|
|
Gregory J. Peterson
Senior Vice President/Chief Financial Officer
|