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Southwest Gas Holdings, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    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
Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that each registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that each registrant was required to submit such files).    Yes      No  
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Southwest Gas Holdings, Inc.:
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
  
Smaller reporting company  
 
 
 
 
 
Emerging growth company
 
  
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Southwest Gas Corporation:
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
  
Smaller reporting company  
 
 
 
 
 
Emerging growth company
 
  
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value, 54,324,289 shares as of July 31, 2019.
All of the outstanding shares of common stock ($1 par value) of Southwest Gas Corporation were held by Southwest Gas Holdings, Inc. as of July 31, 2019.
SOUTHWEST GAS CORPORATION MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION (H)(1)(a) and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH THE REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION H(2).

 
1
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


FILING FORMAT
This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Southwest Gas Holdings, Inc. and Southwest Gas Corporation. Except where the content clearly indicates otherwise, any reference in the report to “we,” “us” or “our” is to the holding company or the consolidated entity of Southwest Gas Holdings, Inc. and all of its subsidiaries, including Southwest Gas Corporation, which is a distinct registrant that is a wholly owned subsidiary of Southwest Gas Holdings, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.
Part I—Financial information in this Quarterly Report on Form 10-Q includes separate financial statements (i.e., balance sheets, statements of income, statements of comprehensive income, statements of cash flows, and statements of equity) for Southwest Gas Holdings, Inc. and Southwest Gas Corporation, in that order. The Notes to the Condensed Consolidated Financial Statements are presented on a combined basis for both entities. All Items other than Part I – Item 1 are combined for the reporting companies.


 
2
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except par value)
(Unaudited)
 
 
June 30, 2019
 
December 31, 2018
ASSETS
 
 
 
 
Utility plant:
 
 
 
 
Gas plant
 
$
7,404,724

 
$
7,134,239

Less: accumulated depreciation
 
(2,282,770
)
 
(2,234,029
)
Construction work in progress
 
248,270

 
193,028

Net utility plant
 
5,370,224

 
5,093,238

Other property and investments
 
761,652

 
623,551

Current assets:
 
 
 
 
Cash and cash equivalents
 
38,446

 
85,361

Accounts receivable, net of allowances
 
417,639

 
413,926

Accrued utility revenue
 
34,900

 
77,200

Income taxes receivable
 
15,190

 
14,653

Deferred purchased gas costs
 
58,240

 
4,928

Prepaid and other current assets
 
187,666

 
243,701

Total current assets
 
752,081

 
839,769

Noncurrent assets:
 
 
 
 
Goodwill
 
345,872

 
359,045

Deferred income taxes
 
1,021

 
1,264

Deferred charges and other assets
 
436,035

 
440,862

Total noncurrent assets
 
782,928

 
801,171

Total assets
 
$
7,666,885

 
$
7,357,729

CAPITALIZATION AND LIABILITIES
 
 
 
 
Capitalization:
 
 
 
 
Common stock, $1 par (authorized - 60,000,000 shares; issued and outstanding - 54,321,217 and 53,026,848 shares)
 
$
55,951

 
$
54,656

         Additional paid-in capital
 
1,409,923

 
1,305,769

Accumulated other comprehensive income (loss), net
 
(48,581
)
 
(52,668
)
Retained earnings
 
1,002,070

 
944,285

Total Southwest Gas Holdings, Inc. equity
 
2,419,363

 
2,252,042

Noncontrolling interest
 

 
(452
)
Total equity
 
2,419,363

 
2,251,590

Redeemable noncontrolling interest
 
83,182

 
81,831

Long-term debt, less current maturities
 
2,373,003

 
2,107,258

Total capitalization
 
4,875,548

 
4,440,679

Current liabilities:
 
 
 
 
         Current maturities of long-term debt
 
36,807

 
33,060

Short-term debt
 

 
152,000

Accounts payable
 
196,915

 
248,993

Customer deposits
 
69,165

 
67,940

Income taxes payable
 

 
1,083

Accrued general taxes
 
42,778

 
43,560

Accrued interest
 
21,431

 
21,369

Deferred purchased gas costs
 
89,734

 
79,762

Other current liabilities
 
269,674

 
290,878

Total current liabilities
 
726,504

 
938,645

Deferred income taxes and other credits:
 
 
 
 
Deferred income taxes and investment tax credits
 
563,478

 
529,201

Accumulated removal costs
 
389,000

 
383,000

Other deferred credits and other long-term liabilities
 
1,112,355

 
1,066,204

Total deferred income taxes and other credits
 
2,064,833

 
1,978,405

Total capitalization and liabilities
 
$
7,666,885

 
$
7,357,729

The accompanying notes are an integral part of these statements.

 
3
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Gas operating revenues
 
$
258,711

 
$
275,679

 
$
779,388

 
$
769,992

 
$
1,367,124

 
$
1,349,536

Utility infrastructure services revenues
 
454,300

 
395,204

 
767,162

 
655,221

 
1,634,226

 
1,409,263

Total operating revenues
 
713,011

 
670,883

 
1,546,550

 
1,425,213

 
3,001,350

 
2,758,799

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Net cost of gas sold
 
65,182

 
83,466

 
257,786

 
269,198

 
407,976

 
407,943

Operations and maintenance
 
105,293

 
105,435

 
211,538

 
207,786

 
410,145

 
398,051

Depreciation and amortization
 
70,342

 
61,307

 
147,881

 
123,785

 
273,308

 
244,176

Taxes other than income taxes
 
15,126

 
14,666

 
31,332

 
29,923

 
61,307

 
58,590

Utility infrastructure services expenses
 
402,199

 
352,671

 
702,664

 
611,623

 
1,478,730

 
1,296,629

Total operating expenses
 
658,142

 
617,545

 
1,351,201

 
1,242,315

 
2,631,466

 
2,405,389

Operating income
 
54,869

 
53,338

 
195,349

 
182,898

 
369,884

 
353,410

Other income and (expenses):
 
 
 
 
 
 
 
 
 
 
 
 
Net interest deductions
 
(26,831
)
 
(23,652
)
 
(53,228
)
 
(46,283
)
 
(103,616
)
 
(86,978
)
Other income (deductions)
 
1,146

 
(2,706
)
 
7,985

 
(7,040
)
 
(2,401
)
 
(9,270
)
Total other income and (expenses)
 
(25,685
)
 
(26,358
)
 
(45,243
)
 
(53,323
)
 
(106,017
)
 
(96,248
)
Income before income taxes
 
29,184

 
26,980

 
150,106

 
129,575

 
263,867

 
257,162

Income tax expense
 
6,352

 
5,429

 
31,890

 
29,730

 
63,844

 
50,501

Net income
 
22,832

 
21,551

 
118,216

 
99,845

 
200,023

 
206,661

Net income (loss) attributable to noncontrolling interests
 
776

 

 
1,351

 
(797
)
 
1,523

 
(650
)
Net income attributable to Southwest Gas Holdings, Inc.
 
$
22,056

 
$
21,551

 
$
116,865

 
$
100,642

 
$
198,500

 
$
207,311

Basic earnings per share
 
$
0.41

 
$
0.44

 
$
2.18

 
$
2.07

 
$
3.82

 
$
4.29

Diluted earnings per share
 
$
0.41

 
$
0.44

 
$
2.18

 
$
2.07

 
$
3.82

 
$
4.28

Average number of common shares
 
53,935

 
48,826

 
53,654

 
48,622

 
51,914

 
48,338

Average shares (assuming dilution)
 
54,003

 
48,880

 
53,716

 
48,671

 
51,977

 
48,387

The accompanying notes are an integral part of these statements.


 
4
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands of dollars)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Net income
 
$
22,832

 
$
21,551

 
$
118,216

 
$
99,845

 
$
200,023

 
$
206,661

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
 
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial gain (loss)
 

 

 

 

 
(15,524
)
 
(32,701
)
Amortization of prior service cost
 
242

 
254

 
483

 
508

 
990

 
922

Amortization of net actuarial loss
 
4,441

 
6,387

 
8,883

 
12,774

 
21,658

 
20,662

Regulatory adjustment
 
(4,064
)
 
(5,744
)
 
(8,128
)
 
(11,490
)
 
(2,895
)
 
8,212

Net defined benefit pension plans
 
619

 
897

 
1,238

 
1,792

 
4,229

 
(2,905
)
Forward-starting interest rate swaps (“FSIRS”):
 
 
 
 
 
 
 
 
 
 
 
 
Amounts reclassified into net income
 
636

 
636

 
1,271

 
1,271

 
2,541

 
2,308

Net forward-starting interest rate swaps
 
636

 
636

 
1,271

 
1,271

 
2,541

 
2,308

Foreign currency translation adjustments
 
787

 
(690
)
 
1,578

 
(1,601
)
 
169

 
(679
)
Total other comprehensive income (loss), net of tax
 
2,042

 
843

 
4,087

 
1,462

 
6,939

 
(1,276
)
Comprehensive income
 
24,874

 
22,394

 
122,303

 
101,307

 
206,962

 
205,385

Comprehensive income (loss) attributable to noncontrolling interests
 
776

 

 
1,351

 
(797
)
 
1,523

 
(668
)
Comprehensive income attributable to Southwest Gas Holdings, Inc.
 
$
24,098

 
$
22,394

 
$
120,952

 
$
102,104

 
$
205,439

 
$
206,053

The accompanying notes are an integral part of these statements.


 
5
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
 
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
CASH FLOW FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
Net income
 
$
118,216

 
$
99,845

 
$
200,023

 
$
206,661

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
147,881

 
123,785

 
273,308

 
244,176

Deferred income taxes
 
31,831

 
33,318

 
49,554

 
48,871

Changes in current assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable, net of allowances
 
(2,612
)
 
(12,704
)
 
(5,770
)
 
(57,196
)
Accrued utility revenue
 
42,300

 
44,000

 
(700
)
 
(600
)
Deferred purchased gas costs
 
(43,341
)
 
34,105

 
5,128

 
11,693

Accounts payable
 
(48,155
)
 
(44,465
)
 
8,088

 
25,943

Accrued taxes
 
(2,272
)
 
(17,350
)
 
3,123

 
(9,138
)
Other current assets and liabilities
 
54,988

 
(16,806
)
 
17,721

 
(45,399
)
Gains on sale
 
(831
)
 
(250
)
 
(2,284
)
 
(3,019
)
Changes in undistributed stock compensation
 
4,702

 
3,300

 
7,513

 
6,457

Equity AFUDC
 
(1,967
)
 
(586
)
 
(5,008
)
 
(1,773
)
Changes in other assets and deferred charges
 
(15,870
)
 
(5,122
)
 
(16,486
)
 
(15,870
)
Changes in other liabilities and deferred credits
 
(6,454
)
 
5,952

 
26,040

 
7,979

Net cash provided by operating activities
 
278,416

 
247,022

 
560,250

 
418,785

CASH FLOW FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
Construction expenditures and property additions
 
(471,578
)
 
(339,011
)
 
(898,481
)
 
(700,426
)
Acquisition of businesses, net of cash acquired
 
(19,533
)
 
(4,209
)
 
(266,697
)
 
(98,413
)
Changes in customer advances
 
9,483

 
8,158

 
14,788

 
9,911

Miscellaneous inflows
 
1,159

 
2,564

 
2,936

 
12,304

Net cash used in investing activities
 
(480,469
)
 
(332,498
)
 
(1,147,454
)
 
(776,624
)
CASH FLOW FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
Issuance of common stock, net
 
102,743

 
69,139

 
388,006

 
110,390

Dividends paid
 
(56,738
)
 
(48,985
)
 
(107,993
)
 
(96,166
)
Issuance of long-term debt, net
 
421,594

 
455,398

 
531,368

 
781,882

Retirement of long-term debt
 
(53,604
)
 
(100,776
)
 
(190,586
)
 
(379,704
)
Change in credit facility and commercial paper
 
(104,000
)
 
(102,000
)
 
(2,000
)
 
(44,000
)
Change in short-term debt
 
(152,000
)
 
(192,000
)
 
(22,500
)
 
20,000

Principal payments on finance lease obligations
 
(107
)
 
(316
)
 
(439
)
 
(723
)
Redemption of Centuri shares from noncontrolling parties
 

 

 

 
(23,000
)
Withholding remittance - share-based compensation
 
(1,856
)
 
(2,854
)
 
(2,112
)
 
(2,910
)
Other
 
(966
)
 
(898
)
 
(2,812
)
 
(2,936
)
Net cash provided by financing activities
 
155,066

 
76,708

 
590,932

 
362,833

Effects of currency translation on cash and cash equivalents
 
72

 
(124
)
 
(12
)
 
34

Change in cash and cash equivalents
 
(46,915
)
 
(8,892
)
 
3,716

 
5,028

Cash and cash equivalents at beginning of period
 
85,361

 
43,622

 
34,730

 
29,702

Cash and cash equivalents at end of period
 
$
38,446

 
$
34,730

 
$
38,446

 
$
34,730

Supplemental information:
 
 
 
 
 
 
 
 
Interest paid, net of amounts capitalized
 
$
49,996

 
$
40,082

 
$
96,476

 
$
76,843

Income taxes paid (received)
 
$
1,832

 
$
16,507

 
$
(13,454
)
 
$
19,137

The accompanying notes are an integral part of these statements.

 
6
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
 
2019
 
2018
 
2019
 
2018
Common stock shares
 
 
 
 
 
 
 
 
Beginning balances
53,391

 
48,337

 
53,026

 
48,090

 
 
Common stock issuances
930

 
789

 
1,295

 
1,036

 
Ending balances
54,321

 
49,126

 
54,321

 
49,126

Common stock amount
 
 
 
 
 
 
 
 
Beginning balances
$
55,021

 
$
49,967

 
$
54,656

 
$
49,720

 
 
Common stock issuances
930

 
789

 
1,295

 
1,036

 
Ending balances
55,951

 
50,756

 
55,951

 
50,756

Additional paid-in capital
 
 
 
 
 
 
 
 
Beginning balances
1,332,793

 
965,480

 
1,305,769

 
955,332

 
 
Common stock issuances
77,582

 
56,028

 
104,606

 
68,886

 
 
Change in ownership of noncontrolling interest
(452
)
 

 
(452
)
 
(2,710
)
 
Ending balances
1,409,923

 
1,021,508

 
1,409,923

 
1,021,508

Accumulated other comprehensive income (loss)
 
 
 
 
 
 
 
 
Beginning balances
(50,623
)
 
(56,363
)
 
(52,668
)
 
(47,682
)
 
 
Foreign currency exchange translation adjustment
787

 
(690
)
 
1,578

 
(1,601
)
 
 
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
619

 
897

 
1,238

 
1,792

 
 
FSIRS amounts reclassified to net income, net of tax
636

 
636

 
1,271

 
1,271

 
 
Reclassification of excess deferred taxes

 

 

 
(9,300
)
 
Ending balances
(48,581
)
 
(55,520
)
 
(48,581
)
 
(55,520
)
Retained earnings
 
 
 
 
 
 
 
 
Beginning balances
1,009,809

 
920,454

 
944,285

 
857,398

 
 
Net income
22,056

 
21,551

 
116,865

 
100,642

 
 
Dividends declared
(29,795
)
 
(25,730
)
 
(59,080
)
 
(51,065
)
 
 
Reclassification of excess deferred taxes

 

 

 
9,300

 
Ending balances
1,002,070

 
916,275

 
1,002,070

 
916,275

Total Southwest Gas Holdings, Inc. equity ending balances
2,419,363

 
1,933,019

 
2,419,363

 
1,933,019

Noncontrolling interest
 
 
 
 
 
 
 
 
Beginning balances
(452
)
 
(3,162
)
 
(452
)
 
(2,365
)
 
 
Net income (loss)

 

 

 
(797
)
 
 
Change in ownership of noncontrolling interest
452

 
2,710

 
452

 
2,710

 
Ending balances

 
(452
)
 

 
(452
)
Total equity ending balances
$
2,419,363

 
$
1,932,567

 
$
2,419,363

 
$
1,932,567

Dividends declared per common share
$
0.545

 
$
0.52

 
$
1.09

 
$
1.04

The accompanying notes are an integral part of these statements.

 
7
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
(Unaudited)
 
 
June 30, 2019
 
December 31, 2018
ASSETS
 
 
 
 
Utility plant:
 
 
 
 
Gas plant
 
$
7,404,724

 
$
7,134,239

Less: accumulated depreciation
 
(2,282,770
)
 
(2,234,029
)
Construction work in progress
 
248,270

 
193,028

Net utility plant
 
5,370,224

 
5,093,238

Other property and investments
 
127,211

 
116,146

Current assets:
 
 
 
 
Cash and cash equivalents
 
32,443

 
31,962

Accounts receivable, net of allowances
 
93,430

 
140,057

Accrued utility revenue
 
34,900

 
77,200

Income taxes receivable
 
12,713

 
13,444

Deferred purchased gas costs
 
58,240

 
4,928

Prepaid and other current assets
 
167,906

 
229,562

Total current assets
 
399,632

 
497,153

Noncurrent assets:
 
 
 
 
Goodwill
 
10,095

 
10,095

Deferred charges and other assets
 
417,231

 
424,952

Total noncurrent assets
 
427,326

 
435,047

Total assets
 
$
6,324,393

 
$
6,141,584

CAPITALIZATION AND LIABILITIES
 
 
 
 
Capitalization:
 
 
 
 
Common stock
 
$
49,112

 
$
49,112

         Additional paid-in capital
 
1,169,549

 
1,065,242

Accumulated other comprehensive income (loss), net
 
(46,540
)
 
(49,049
)
Retained earnings
 
776,101

 
717,155

Total equity
 
1,948,222

 
1,782,460

Long-term debt, less current maturities
 
2,011,559

 
1,818,669

Total capitalization
 
3,959,781

 
3,601,129

Current liabilities:
 
 
 
 
Short-term debt
 

 
152,000

Accounts payable
 
106,773

 
184,982

Customer deposits
 
69,165

 
67,940

Accrued general taxes
 
42,778

 
43,560

Accrued interest
 
21,258

 
20,243

Deferred purchased gas costs
 
89,734

 
79,762

Payable to parent
 
580

 
472

Other current liabilities
 
110,851

 
94,136

Total current liabilities
 
441,139

 
643,095

Deferred income taxes and other credits:
 
 
 
 
Deferred income taxes and investment tax credits, net
 
519,432

 
490,458

Accumulated removal costs
 
389,000

 
383,000

Other deferred credits and other long-term liabilities
 
1,015,041

 
1,023,902

Total deferred income taxes and other credits
 
1,923,473

 
1,897,360

Total capitalization and liabilities
 
$
6,324,393

 
$
6,141,584

The accompanying notes are an integral part of these statements.

 
8
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Thousands of dollars)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Gas operating revenues
 
$
258,711

 
$
275,679

 
$
779,388

 
$
769,992

 
$
1,367,124

 
$
1,349,536

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Net cost of gas sold
 
65,182

 
83,466

 
257,786

 
269,198

 
407,976

 
407,943

Operations and maintenance
 
104,991

 
105,208

 
210,533

 
207,398

 
407,948

 
397,251

Depreciation and amortization
 
49,343

 
47,664

 
106,955

 
97,625

 
201,146

 
192,098

Taxes other than income taxes
 
15,126

 
14,666

 
31,332

 
29,923

 
61,307

 
58,590

Total operating expenses
 
234,642

 
251,004

 
606,606

 
604,144

 
1,078,377

 
1,055,882

Operating income
 
24,069

 
24,675

 
172,782

 
165,848

 
288,747

 
293,654

Other income and (expenses):
 
 
 
 
 
 
 
 
 
 
 
 
Net interest deductions
 
(23,345
)
 
(20,149
)
 
(46,444
)
 
(39,404
)
 
(88,780
)
 
(74,936
)
Other income (deductions)
 
1,592

 
(2,094
)
 
7,538

 
(6,697
)
 
(3,005
)
 
(9,036
)
Total other income and (expenses)
 
(21,753
)
 
(22,243
)
 
(38,906
)
 
(46,101
)
 
(91,785
)
 
(83,972
)
Income from continuing operations before income taxes
 
2,316

 
2,432

 
133,876

 
119,747

 
196,962

 
209,682

Income tax expense (benefit)
 
(1,053
)
 
(190
)
 
27,118

 
26,776

 
44,333

 
46,353

Net income
 
$
3,369

 
$
2,622

 
$
106,758

 
$
92,971

 
$
152,629

 
$
163,329

The accompanying notes are an integral part of these statements.


 
9
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands of dollars)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Net income
 
$
3,369

 
$
2,622

 
$
106,758

 
$
92,971

 
$
152,629

 
$
163,329

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
 
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial gain (loss)
 

 

 

 

 
(15,524
)
 
(32,701
)
Amortization of prior service cost
 
242

 
254

 
483

 
508

 
990

 
922

Amortization of net actuarial loss
 
4,441

 
6,387

 
8,883

 
12,774

 
21,658

 
20,662

Regulatory adjustment
 
(4,064
)
 
(5,744
)
 
(8,128
)
 
(11,490
)
 
(2,895
)
 
8,212

Net defined benefit pension plans
 
619

 
897

 
1,238

 
1,792

 
4,229

 
(2,905
)
Forward-starting interest rate swaps (“FSIRS”):
 
 
 
 
 
 
 
 
 
 
 
 
Amounts reclassified into net income
 
636

 
636

 
1,271

 
1,271

 
2,541

 
2,308

Net forward-starting interest rate swaps
 
636

 
636

 
1,271

 
1,271

 
2,541

 
2,308

Total other comprehensive income (loss), net of tax
 
1,255

 
1,533

 
2,509

 
3,063

 
6,770

 
(597
)
Comprehensive income
 
$
4,624

 
$
4,155

 
$
109,267

 
$
96,034

 
$
159,399

 
$
162,732

The accompanying notes are an integral part of these statements.


 
10
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
 
 
Six Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
CASH FLOW FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
Net Income
 
$
106,758

 
$
92,971

 
$
152,629

 
$
163,329

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
106,955

 
97,625

 
201,146

 
192,098

Deferred income taxes
 
28,183

 
27,371

 
43,811

 
47,666

Changes in current assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable, net of allowances
 
46,626

 
36,104

 
(9,787
)
 
(9,282
)
Accrued utility revenue
 
42,300

 
44,000

 
(700
)
 
(600
)
Deferred purchased gas costs
 
(43,341
)
 
34,105

 
5,128

 
11,693

Accounts payable
 
(74,787
)
 
(52,095
)
 
716

 
8,157

Accrued taxes
 
(52
)
 
(12,776
)
 
(6,008
)
 
430

Other current assets and liabilities
 
74,589

 
(24,366
)
 
7,511

 
(62,357
)
Changes in undistributed stock compensation
 
3,760

 
3,220

 
5,895

 
5,577

Equity AFUDC
 
(1,967
)
 
(586
)
 
(5,008
)
 
(1,773
)
Changes in other assets and deferred charges
 
(20,336
)
 
(5,490
)
 
(21,895
)
 
(16,607
)
Changes in other liabilities and deferred credits
 
(6,836
)
 
5,477

 
25,356

 
7,323

Net cash provided by operating activities
 
261,852

 
245,560

 
398,794

 
345,654

CASH FLOW FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
Construction expenditures and property additions
 
(365,251
)
 
(285,999
)
 
(762,121
)
 
(622,362
)
Changes in customer advances
 
9,483

 
8,158

 
14,788

 
9,911

Miscellaneous inflows (outflows)
 
(49
)
 
778

 
(813
)
 
2,165

Net cash used in investing activities
 
(355,817
)
 
(277,063
)
 
(748,146
)
 
(610,286
)
CASH FLOW FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
Contributions from parent
 
102,092

 
56,596

 
159,045

 
97,955

Dividends paid
 
(46,300
)
 
(43,000
)
 
(90,300
)
 
(84,601
)
Issuance of long-term debt, net
 
297,222

 
297,495

 
297,222

 
297,495

Change in credit facility and commercial paper
 
(104,000
)
 
(102,000
)
 
(2,000
)
 
(44,000
)
Change in short-term debt
 
(152,000
)
 
(191,000
)
 

 

Withholding remittance - share-based compensation
 
(1,856
)
 
(2,855
)
 
(2,111
)
 
(2,911
)
Other
 
(712
)
 
(779
)
 
(961
)
 
(850
)
Net cash provided by financing activities
 
94,446

 
14,457

 
360,895

 
263,088

 
 
 
 
 
 
 
 
 
Change in cash and cash equivalents
 
481

 
(17,046
)
 
11,543

 
(1,544
)
Cash and cash equivalents at beginning of period
 
31,962

 
37,946

 
20,900

 
22,444

Cash and cash equivalents at end of period
 
$
32,443

 
$
20,900

 
$
32,443

 
$
20,900

Supplemental information:
 
 
 
 
 
 
 
 
Interest paid, net of amounts capitalized
 
$
42,853

 
$
33,452

 
$
83,206

 
$
66,037

Income taxes paid (received)
 
$
(22
)
 
$
10,886

 
$
(16,764
)
 
$
3,013

The accompanying notes are an integral part of these statements.


 
11
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
 
2019
 
2018
 
2019
 
2018
Common stock shares
 
 
 
 
 
 
 
 
Beginning and ending balances
47,482

 
47,482

 
47,482

 
47,482

Common stock amount
 
 
 
 
 
 
 
 
Beginning and ending balances
$
49,112

 
$
49,112

 
$
49,112

 
$
49,112

Additional paid-in capital
 
 
 
 
 
 
 
 
Beginning balances
1,089,002

 
948,199

 
1,065,242

 
948,767

 
 
Share-based compensation
1,297

 
1,270

 
2,215

 
702

 
 
Contributions from Southwest Gas Holdings, Inc.
79,250

 
56,596

 
102,092

 
56,596

 
Ending balances
1,169,549

 
1,006,065

 
1,169,549

 
1,006,065

Accumulated other comprehensive income (loss)
 
 
 
 
 
 
 
 
Beginning balances
(47,795
)
 
(54,843
)
 
(49,049
)
 
(47,073
)
 
 
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
619

 
897

 
1,238

 
1,792

 
 
FSIRS amounts reclassified to net income, net of tax
636

 
636

 
1,271

 
1,271

 
 
Reclassification of excess deferred taxes

 

 

 
(9,300
)
 
Ending balances
(46,540
)
 
(53,310
)
 
(46,540
)
 
(53,310
)
Retained earnings
 
 
 
 
 
 
 
 
Beginning balances
797,584

 
736,676

 
717,155

 
659,193

 
 
Net income (loss)
3,369

 
2,622

 
106,758

 
92,971

 
 
Share-based compensation
(152
)
 
(172
)
 
(312
)
 
(338
)
 
 
Dividends declared to Southwest Gas Holdings, Inc.
(24,700
)
 
(22,000
)
 
(47,500
)
 
(44,000
)
 
 
Reclassification of excess deferred taxes

 

 

 
9,300

 
Ending balances
776,101

 
717,126

 
776,101

 
717,126

Total Southwest Gas Corporation equity ending balances
$
1,948,222

 
$
1,718,993

 
$
1,948,222

 
$
1,718,993

The accompanying notes are an integral part of these statements.

 
12
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 1 – Background, Organization, and Summary of Significant Accounting Policies
Nature of Operations. Southwest Gas Holdings, Inc. is a holding company, owning all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas operations” segment) and all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment). At the annual meeting of shareholders of Southwest Gas Holdings, Inc., held on May 2, 2019, shareholders voted to approve changing the state of incorporation for Southwest Gas Holdings, Inc. from California to Delaware. The reincorporation remains subject to certain regulatory approvals, which are currently pending.
Southwest is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Public utility rates, practices, facilities, and service territories of Southwest are subject to regulatory oversight. The timing and amount of rate relief can materially impact results of operations. Natural gas purchases and the timing of related recoveries can materially impact liquidity. Results for the natural gas operations segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures.
Centuri is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America’s gas and electric providers. Centuri derives revenue from installation, replacement, repair, and maintenance of energy distribution systems, and developing industrial construction solutions. Centuri operations are generally conducted under the business names of NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”), New England Utility Constructors, Inc. (“Neuco”) and Linetec Services, LLC (“Linetec”). Utility infrastructure services activity is seasonal in most of Centuri’s operating areas. Peak periods are the summer and fall months in colder climate areas, such as the northeastern and midwestern United States (“U.S”) and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round. In November 2017, Centuri acquired Neuco, thereby expanding its core services in the northeast region of the U.S. Additionally, in November 2018, Centuri expanded its operations in the southeast region of the U.S. through the acquisition of an 80% interest in Linetec. See Note 12 – Business Acquisitions for more information.
Basis of Presentation. The condensed consolidated financial statements for Southwest Gas Holdings, Inc. and subsidiaries (the “Company”) and Southwest included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end condensed balance sheet data was derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. No substantive change has occurred with regard to the Company’s business segments on the whole, or in the primary businesses comprising those segments as a result of the foregoing acquisitions of Neuco and Linetec.
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of normal recurring items and estimates necessary for a fair depiction of results for the interim periods, have been made. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the 2018 Annual Report to Shareholders, which is incorporated by reference into the 2018 Form 10-K.
Centuri, through its subsidiary, NPL, had historically held a 65% interest in a venture to market natural gas engine-driven heating, ventilating, and air conditioning technology and products. During the second quarter of 2018, an additional $1 million of capital was contributed by NPL, thereby increasing NPL’s ownership interest to 95%. During the second quarter of 2019, the remaining 5% ownership interest was assumed by NPL. The carrying amount of the noncontrolling interest has been adjusted with a corresponding charge to Additional paid-in capital on the Company’s Consolidated Balance Sheet.
Fair Value Measurements. Certain assets and liabilities are reported at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
U.S. GAAP states that a fair value measurement should be based on the assumptions that market participants would use in pricing the asset or liability and establishes a fair value hierarchy that ranks the inputs used to measure fair value by their reliability. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to fair values derived from unobservable inputs (Level 3 measurements). Financial assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.

 
13
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Level 2 – inputs other than quoted prices included within Level 1 that are observable for similar assets or liabilities, either directly or indirectly.
Level 3 – unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The Company primarily used quoted market prices and other observable market pricing information in valuing cash and cash equivalents, derivatives, long-term debt outstanding, and assets of the qualified pension plan and postretirement benefit plans required to be recorded and/or disclosed at fair value.
Other Property and Investments. Other property and investments on the Condensed Consolidated Balance Sheets includes (thousands of dollars):
 
June 30, 2019
 
December 31, 2018
Southwest Gas Corporation:
 
 
 
Net cash surrender value of COLI policies
$
125,491

 
$
114,405

Other property
1,720

 
1,741

Total Southwest Gas Corporation
127,211

 
116,146

Centuri property, equipment, and intangibles
952,120

 
792,191

Centuri accumulated depreciation/amortization
(332,683
)
 
(298,939
)
Other property
15,004

 
14,153

Total Southwest Gas Holdings, Inc.
$
761,652

 
$
623,551


Included in the table above are the net cash surrender values of company-owned life insurance (“COLI”) policies. These life insurance policies on members of management and other key employees are used by Southwest to indemnify itself against the loss of talent, expertise, and knowledge, as well as to provide indirect funding for certain nonqualified benefit plans.
Cash and Cash Equivalents. For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and financial instruments with original maturities of three months or less. Such investments are carried at cost, which approximates market value. Cash and cash equivalents for Southwest and the Company also include money market fund investments totaling approximately $19.6 million and $23.8 million, respectively, at June 30, 2019, and $18 million and $59.9 million, respectively, at December 31, 2018, which fall within Level 2 of the fair value hierarchy, due to the asset valuation methods used by money market funds.
Typical non-cash investing activities for Southwest include customer advances applied as contributions toward utility construction activity and capital expenditures that were not paid as of quarter end that are included in accounts payable. Amounts related to such activities were immaterial for the periods presented herein. Non-cash investing activities for the twelve months ended June 30, 2019 included $31.3 million of purchase consideration related to the Linetec acquisition by Centuri, in the form of liabilities incurred that remained unpaid as of June 30, 2019; such amounts are included in Other current liabilities on the Condensed Consolidated Balance Sheets of the Company. Also, see Recent Accounting Standards Updates and Note 4 – Leases for information related to right-of-use assets obtained in exchange for lease liabilities, which are non-cash investing and financing activities.
Intercompany Transactions. Centuri recognizes revenues generated from contracts with Southwest (see Note 10 – Segment Information). Centuri’s accounts receivable for these services are presented in the table below (thousands of dollars):
 
June 30, 2019
 
December 31, 2018
Centuri accounts receivable for services provided to Southwest
$
19,260

 
$
18,830


The accounts receivable balance, revenues, and associated profits are included in the condensed consolidated financial statements of the Company and Southwest and were not eliminated during consolidation in accordance with accounting treatment for rate-regulated entities.
Income Taxes. In 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA had significant impacts on the taxation of business entities, including specific provisions related to regulated public utilities. The more significant changes that impacted the Company and Southwest include the reduction in the corporate federal income tax rate from 35% to 21%, and limiting the utilization of net operating losses (“NOLs”) to 80% of taxable income, with the ability to indefinitely carryforward unutilized NOLs to reduce future taxable income.

 
14
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Prepaid and Other Current Assets. Prepaid and other current assets includes gas pipe materials and operating supplies of $62 million at June 30, 2019 and $56 million at December 31, 2018 (carried at weighted average cost), in addition to $52 million at June 30, 2019 and $74 million at December 31, 2018 related to a regulatory asset associated with the Arizona decoupling mechanism (an alternative revenue program).
Goodwill. Goodwill is assessed as of October 1st each year for impairment, or more frequently, if circumstances indicate an impairment to the carrying value of goodwill may have occurred. Management of the Company and Southwest considered its reporting units and segments and determined that its segments and reporting units remain consistent between periods presented below, and that no change was necessary with regard to the level at which goodwill is assessed for impairment. No impairment was deemed to have occurred in the first six months of 2019.
(Thousands of dollars)
Natural Gas
Operations
 
Utility Infrastructure
Services
 
Total Company
December 31, 2018
$
10,095

 
$
348,950

 
$
359,045

Measurement-period adjustments - Linetec acquisition (a)

 
(17,511
)
 
(17,511
)
Foreign currency translation adjustment

 
4,338

 
4,338

June 30, 2019
$
10,095

 
$
335,777

 
$
345,872

(a) See Note 12 – Business Acquisitions for details regarding Linetec measurement-period adjustments.
Other Current Liabilities. Other current liabilities for Southwest include $24.7 million and $23.5 million of dividends declared by Southwest Gas Corporation, but not yet paid to Southwest Gas Holdings, Inc. at June 30, 2019 and December 31, 2018, respectively. In addition, the balances in both periods include amounts payable under regulatory mechanisms in the next twelve months and miscellaneous other accrued liabilities.
Other Income (Deductions). The following table provides the composition of significant items included in Other income (deductions) in the Condensed Consolidated Statements of Income (thousands of dollars):
 
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended
 
June 30,
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Southwest Gas Corporation - natural gas operations segment:
 
 
 
 
 
 
 
 
 
 
 
Change in COLI policies
$
3,400

 
$
2,000

 
$
11,000

 
$
1,300

 
$
6,500

 
$
6,900

Interest income
1,822

 
1,377

 
3,419

 
2,795

 
6,644

 
4,401

Equity AFUDC
1,007

 
357

 
1,967

 
586

 
5,008

 
1,773

Other components of net periodic benefit cost
(3,765
)
 
(5,264
)
 
(7,530
)
 
(10,529
)
 
(18,060
)
 
(20,241
)
Miscellaneous income and (expense)
(872
)
 
(564
)
 
(1,318
)
 
(849
)
 
(3,097
)
 
(1,869
)
Southwest Gas Corporation - total other income (deductions)
1,592

 
(2,094
)
 
7,538

 
(6,697
)
 
(3,005
)
 
(9,036
)
Utility infrastructure services segment:
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
1

 

 
2

 
86

 
4

Foreign transaction gain (loss)
21

 
202

 
552

 
349

 
(19
)
 
(207
)
Miscellaneous income and (expense)
(498
)
 
(835
)
 
(154
)
 
(720
)
 
462

 
(69
)
Centuri - total other income (deductions)
(477
)
 
(632
)
 
398

 
(369
)
 
529

 
(272
)
Corporate and administrative
31

 
20

 
49

 
26

 
75

 
38

Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)
$
1,146

 
$
(2,706
)
 
$
7,985

 
$
(7,040
)
 
$
(2,401
)
 
$
(9,270
)
Included in the table above is the change in cash surrender values of COLI policies (including net death benefits recognized). Current tax regulations provide for tax-free treatment of life insurance (death benefit) proceeds. Therefore, changes in the cash surrender values of COLI policies, as they progress towards the ultimate death benefits, are also recorded without tax consequences. Refer also to Note 2 – Components of Net Periodic Benefit Cost.

 
15
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Recent Accounting Standards Updates.
Accounting pronouncements adopted in 2019:
In February 2016, the Financial Accounting Standards Board (“FASB”) issued the update “Leases (Topic 842).” Under the update, lessees were required to recognize a lease liability for the obligation to make lease payments, measured on a discounted basis; and a right-of-use asset for the right to use, or control the use of, a specified asset for the lease term. The Company and Southwest adopted Topic 842 in the first quarter of 2019 through an optional transition method, which was elected, permitting the application of the provisions of the standard at the adoption date, rather than to earlier comparative periods. As a result, the Company and Southwest have not recast prior periods to reflect the adoption of this standard. See Note 4 – Leases.
Accounting pronouncements that will be effective after 2019:
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 update “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The update requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The inputs currently used to estimate credit losses will still be used; however, they may be adapted to reflect the full amount of expected losses. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this update earlier as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating what impact, if any, this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.
In January 2017, the FASB issued ASU 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Currently, unless meeting the criteria for qualitative assessment only, an entity is required to perform a two-step test to determine the amount, if any, of goodwill impairment. In Step 1, an entity compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the entity performs Step 2 and compares the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit, requiring a hypothetical purchase price allocation to measure the amount of a goodwill impairment. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. Under the update, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment. The amount of any goodwill impairment calculated under the update could vary from the calculation under existing guidance, largely due to the consideration to be given to unrecognized differences between the fair value and carrying values of the other assets and liabilities in the reporting unit under the new guidance. The amendments should be applied on a prospective basis. The update is effective for fiscal and interim periods beginning after December 15, 2019. Early adoption has been permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Management is evaluating the impacts this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.
In August 2018, the FASB issued ASU 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The update generally aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement (that is a service contract) with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Once capitalized, the update requires the entity to expense the amount capitalized over the term of the hosting arrangement, including reasonably certain renewal periods. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the amendments in this update is permitted for interim and related annual fiscal periods after December 15, 2018. Management is evaluating the impacts this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.
In August 2018, the FASB issued ASU 2018-14 “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This update removes disclosures that are no longer considered cost-beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The update applies to all employers that sponsor defined benefit pension or other postretirement plans. The update is effective for fiscal years ending after December 15, 2020. Upon adoption, the Company and Southwest will modify their disclosures to conform to the requirements of the update.
In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The update is intended to improve the effectiveness of fair value measurement disclosures and removes the following disclosure requirements: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The update also modifies or clarifies for investments in certain entities that calculate net asset value, a

 
16
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


requirement to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse (in cases when the timing has been communicated or announced publicly). It also clarifies communication requirements about measurement uncertainty as of the reporting date. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if it would be a more reasonable and rational method to reflect the distribution of inputs to the measurements. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management is evaluating the impacts this update might have on its disclosures.


 
17
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 2 – Components of Net Periodic Benefit Cost
Southwest has a noncontributory qualified retirement plan with defined benefits covering substantially all employees and a separate unfunded supplemental retirement plan (“SERP”) which is limited to officers. Southwest also provides postretirement benefits other than pensions (“PBOP”) to its qualified retirees for health care, dental, and life insurance.
The service cost component of net periodic benefit costs included in the table below are components of an overhead loading process associated with the cost of labor. The overhead process ultimately results in allocation of that portion of overall net periodic benefit costs to the same accounts to which productive labor is charged. As a result, service costs become components of various accounts, primarily operations and maintenance expense, net utility plant, and deferred charges and other assets for both the Company and Southwest. The other components of net periodic benefit cost are reflected in Other income (deductions) on the Condensed Consolidated Statements of Income of each entity.
 
Qualified Retirement Plan
 
Period Ended June 30,
 
Three Months
 
Six Months
 
Twelve Months
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
(Thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
6,466

 
$
7,139

 
$
12,932

 
$
14,278

 
$
27,209

 
$
25,974

Interest cost
12,251

 
11,044

 
24,503

 
22,087

 
46,590

 
45,129

Expected return on plan assets
(15,061
)
 
(14,688
)
 
(30,122
)
 
(29,377
)
 
(59,500
)
 
(56,975
)
Amortization of net actuarial loss
5,589

 
8,028

 
11,178

 
16,057

 
27,236

 
28,059

Net periodic benefit cost
$
9,245

 
$
11,523

 
$
18,491

 
$
23,045

 
$
41,535

 
$
42,187

 
 
 
 
 
 
 
 
 
 
 
 
 
SERP
 
Period Ended June 30,
 
Three Months
 
Six Months
 
Twelve Months
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
(Thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
67

 
$
61

 
$
133

 
$
122

 
$
256

 
$
276

Interest cost
440

 
414

 
880

 
829

 
1,709

 
1,770

Amortization of net actuarial loss
255

 
376

 
510

 
751

 
1,261

 
1,472

Net periodic benefit cost
$
762

 
$
851

 
$
1,523

 
$
1,702

 
$
3,226

 
$
3,518

 
 
 
 
 
 
 
 
 
 
 
 
 
PBOP
 
Period Ended June 30,
 
Three Months
 
Six Months
 
Twelve Months
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
(Thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
319

 
$
369

 
$
638

 
$
737

 
$
1,374

 
$
1,471

Interest cost
762

 
687

 
1,524

 
1,374

 
2,898

 
2,990

Expected return on plan assets
(789
)
 
(930
)
 
(1,578
)
 
(1,860
)
 
(3,436
)
 
(3,539
)
Amortization of prior service costs
318

 
334

 
635

 
668

 
1,302

 
1,335

Net periodic benefit cost
$
610

 
$
460

 
$
1,219

 
$
919

 
$
2,138

 
$
2,257





 
18
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 3 – Revenue
The following information about the Company’s revenues is presented by segment. Southwest encompasses one segment – natural gas operations.
Natural Gas Operations Segment:
Gas operating revenues on the Condensed Consolidated Statements of Income of both the Company and Southwest include revenue from contracts with customers, which is shown below, disaggregated by customer type, and various categories of revenue:
 
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended
 
June 30,
 
June 30,
 
June 30,
(Thousands of dollars)
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Residential
$
164,873

 
$
166,702

 
$
582,101

 
$
511,313

 
$
958,008

 
$
867,338

Small commercial
50,184

 
55,653

 
139,794

 
143,596

 
251,281

 
254,966

Large commercial
11,123

 
13,134

 
25,085

 
28,574

 
49,703

 
54,577

Industrial/other
5,413

 
5,491

 
11,891

 
12,001

 
23,379

 
23,533

Transportation
21,815

 
20,719

 
46,717

 
44,773

 
88,934

 
88,842

Revenue from contracts with customers
253,408

 
261,699

 
805,588

 
740,257

 
1,371,305

 
1,289,256

Alternative revenue program revenues (deferrals)
3,392

 
10,393

 
(31,153
)
 
37,602

 
(22,776
)
 
67,046

Other revenues (a)
1,911

 
3,587

 
4,953

 
(7,867
)
 
18,595

 
(6,766
)
Total Gas operating revenues
$
258,711

 
$
275,679

 
$
779,388

 
$
769,992

 
$
1,367,124

 
$
1,349,536

(a) Comprised of various other revenue impacts, including $(1.1) million, $(2.9) million, and $(3.9) million for the three, six, and twelve months ending June 30, 2019, respectively; and, $1.6 million during the three months, and $(12.5) million in both the six and twelve months ending June 30, 2018 related to tax reform savings reserves/adjustments.
Utility Infrastructure Services Segment:
The following tables display Centuri’s revenue, reflected as Utility infrastructure services revenues on the Condensed Consolidated Statements of Income of the Company, representing revenue from contracts with customers disaggregated by service and contract types:
(Thousands of dollars)
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended
 
June 30,
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Service Types:
 
 
 
 
 
 
 
 
 
 
 
Gas infrastructure services
$
323,817

 
$
300,346

 
$
521,709

 
$
493,894

 
$
1,205,197

 
$
1,072,082

Electric power infrastructure services
61,366

 
3,994

 
113,667

 
9,396

 
136,900

 
19,350

Other
69,117

 
90,864

 
131,786

 
151,931

 
292,129

 
317,831

Total Utility infrastructure services revenues
$
454,300

 
$
395,204

 
$
767,162

 
$
655,221

 
$
1,634,226

 
$
1,409,263

(Thousands of dollars)
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended
 
June 30,
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Contract Types:
 
 
 
 
 
 
 
 
 
 
 
Master services agreement
$
375,860

 
$
290,075

 
$
611,515

 
$
484,539

 
$
1,229,388

 
$
1,014,517

Bid contract
78,440

 
105,129

 
155,647

 
170,682

 
404,838

 
394,746

Total Utility infrastructure services revenues
$
454,300

 
$
395,204

 
$
767,162

 
$
655,221

 
$
1,634,226

 
$
1,409,263

 
 
 
 
 
 
 
 
 
 
 
 
Unit priced contracts
$
355,487

 
$
329,236

 
$
591,172

 
$
526,557

 
$
1,323,034

 
$
1,102,335

Fixed priced contracts
4,426

 
27,025

 
42,965

 
52,566

 
107,697

 
138,658

Time and materials contracts
94,387

 
38,943

 
133,025

 
76,098

 
203,495

 
168,270

Total Utility infrastructure services revenues
$
454,300

 
$
395,204

 
$
767,162

 
$
655,221

 
$
1,634,226

 
$
1,409,263



 
19
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


The following table provides information about contracts receivable and revenue earned on contracts in progress in excess of billings (contract asset), which are both included within Accounts receivable, net of allowances, as well as amounts billed in excess of revenue earned on contracts (contract liability), which are included in Other current liabilities as of June 30, 2019 and December 31, 2018 on the Company’s Condensed Consolidated Balance Sheets:
(Thousands of dollars)
June 30, 2019
 
December 31, 2018
Contracts receivable, net
$
205,571

 
$
186,249

Revenue earned on contracts in progress in excess of billings
118,529

 
87,520

Amounts billed in excess of revenue earned on contracts
6,786

 
4,211


The revenue earned on contracts in progress in excess of billings (contract asset) primarily relates to Centuri’s rights to consideration for work completed but not billed and/or approved at the reporting date. These contract assets are transferred to contracts receivable when the rights become unconditional. The amounts billed in excess of revenue earned (contract liability) primarily relates to the advance consideration received from customers for which work has not yet been completed. The change in this contract liability balance from December 31, 2018 to June 30, 2019 is due to revenue recognized of $4.2 million that was included in this item as of January 1, 2019, after which time it became earned and the balance was reduced, and to increases due to cash received, net of revenue recognized during the period related to contracts that commenced during the period.
For contracts that have an original duration of one year or less, Centuri uses the practical expedient applicable to such contracts and does not consider/compute an interest component based on the time value of money. Further, because of the short duration of these contracts, Centuri has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize the revenue.
As of June 30, 2019, Centuri has eighteen contracts that had an original duration of more than one year. The aggregate amount of the transaction price allocated to the unsatisfied performance obligations of these contracts as of June 30, 2019 is $64.8 million. Centuri expects to recognize the remaining performance obligations over the next three years; however, the timing of that recognition is largely within the control of the customer, including when the necessary equipment and materials required to complete the work are provided by the customer.
Utility infrastructure services contracts receivable consists of the following:
(Thousands of dollars)
June 30, 2019
 
December 31, 2018
Billed on completed contracts and contracts in progress
$
207,057

 
$
184,100

Other receivables
1,863

 
2,588

Contracts receivable, gross
208,920

 
186,688

Allowance for doubtful accounts
(3,349
)
 
(439
)
Contracts receivable, net
$
205,571

 
$
186,249

 
 
 
 



 
20
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 4 – Leases
The Company and Southwest adopted FASB Topic 842 as of January 1, 2019. In association with the adoption, the Company recorded adjustments to its Condensed Consolidated Balance Sheet to record right-of-use (“ROU”) assets and lease liabilities of $58.4 million and $60.8 million, respectively. Included in those amounts, Southwest recorded $1.9 million related to both its ROU assets and lease liabilities. Neither the Company nor Southwest experienced a material impact to the Condensed Consolidated Statements of Income from the adoption and no cumulative-effect adjustment to the opening balance of retained earnings was recognized. Management elected to adopt the standard under the optional transition method (refer to Recent Accounting Standards Updates in Note 1 – Background, Organization, and Summary of Significant Accounting Policies), and elected the following Topic 842 practical expedients and accounting policy elections:
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.
Southwest and Centuri determine if an arrangement is a lease at inception. ROU assets represent the right to use an underlying asset for the lease term; lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of Southwest’s and Centuri’s leases do not provide an implicit interest rate, an incremental borrowing rate based on information available at commencement is used in determining the present value of lease payments; an implicit rate, if readily determinable, is used. Lease terms utilized in the computations may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.
Southwest’s leases are comprised primarily of operating leases of buildings, land, and equipment. Southwest has no finance leases and no significant short-term leases. Southwest’s leases have a remaining term of 1 to 10 years, some of which include options to extend the lease up to 3 years. Southwest is currently not a lessor in any significant lease arrangements. Southwest’s ROU assets are included in Gas plant, and its lease liabilities are included in, depending upon maturity, Other current liabilities or Other deferred credits and other long-term liabilities on the Company’s and Southwest’s Condensed Consolidated Balance Sheet as of June 30, 2019.
Centuri has operating and finance leases for corporate and field offices, construction equipment, and transportation vehicles. Centuri is currently not a lessor in any significant lease arrangements. Centuri’s leases have remaining lease terms of 1 to 14 years. Some of these include options to extend the leases, generally for optional terms of up to 5 years, and some include options to terminate the leases within 1 year. Centuri’s equipment leases may include variable payment terms in addition to the fixed lease payments if machinery is used in excess of the standard work periods. These variable payments are not probable of occurring under the current operating environment and have not been included in consideration of lease payments. Due to the seasonality of Centuri’s business, expense for short-term leases will fluctuate throughout the year with higher expense incurred during the warmer months. Short-term leases of Centuri are not accounted for under the provisions of Topic 842, as permitted. Centuri’s ROU assets are included in Other property and investments, and its lease liabilities for operating and finance leases are included, depending upon maturity, in Other current liabilities or Other deferred credits and other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2019.

 
21
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


The components of lease expense were as follows:
(Thousands of dollars)
Three Months Ended
Six Months Ended
 
June 30, 2019
June 30, 2019
Southwest:
 
 
Operating lease cost
$
409

$
815

 
 
 
Centuri:
 
 
Operating lease cost
$
3,238

$
6,043

 
 
 
Finance lease cost:
 
 
Amortization of ROU assets
$
34

$
69

Interest on lease liabilities
7

14

Total finance lease cost
41

83

Short-term lease cost
3,357

5,932

Total lease cost
$
7,045

$
12,873

 
 
 
Supplemental cash flow information related to leases for the six months ended June 30, 2019 was as follows:
(Thousands of dollars)
Southwest
 
Centuri
 
Consolidated Total
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
 
 
Operating cash flows from operating leases
$
671

 
$
5,293

 
$
5,964

Operating cash flows from finance leases

 
14

 
14

Financing cash flows from finance leases

 
107

 
107

 
 
 
 
 
 
ROU assets obtained in exchange for lease obligations:
 
 
 
 
 
Operating leases
$
901

 
$
8,968

 
$
9,869

Finance leases

 
339

 
339

 
 
 
 
 
 


 
22
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Supplemental information related to leases, including location in the Condensed Consolidated Balance Sheets, is as follows:
(Thousands of dollars)
June 30, 2019
Southwest:
 
Operating leases:
 
Net Utility Plant
$
2,072

 
 
Other current liabilities
$
897

Other deferred credits and other long-term liabilities
1,200

Total operating lease liabilities
$
2,097

 
 
Weighted average remaining lease term (in years)
3.81

Weighted average discount rate
3.36
%
 
 
Centuri:
 
Operating leases:
 
Other property and investments
$
60,301

 
 
Other current liabilities
7,965

Other deferred credits and other long-term liabilities
55,185

Total operating lease liabilities
$
63,150

 
 
Finance leases:
 
Other property and investments
$
854

 
 
Other current liabilities
314

Other deferred credits and other long-term liabilities
394

Total finance lease liabilities
$
708

 
 
Weighted average remaining lease term (in years)
 
Operating leases
9.07

Finance leases
1.84

 
 
Weighted average discount rate
 
Operating leases
4.08
%
Finance leases
5.90
%


 
23
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


The following are schedules of maturities of lease liabilities as of June 30, 2019:
(Thousands of dollars)
Operating leases
Southwest:
 
2020
$
1,018

2021
534

2022
213

2023
102

2024
78

Thereafter
287

Total lease payments
2,232

Less imputed interest
135

Total
$
2,097

 
 
(Thousands of dollars)
Operating leases
 
Finance leases
Centuri:
 
 
 
2020
$
10,714

 
$
349

2021
9,551

 
157

2022
8,736

 
168

2023
7,548

 
72

2024
5,992

 
35

Thereafter
34,239

 

Total lease payments
76,780

 
781

Less imputed interest
13,630

 
73

Total
$
63,150

 
$
708

 
 
 
 
As the Company and Southwest adopted Topic 842 using the optional transition method referred to in Note 1 – Background, Organization, and Summary of Significant Accounting Policies, the recent annual disclosure of rental and lease payments as of December 31, 2018 in accordance with Topic 840 is presented in the table below (thousands of dollars):
 
 
2018
 
2017
Southwest Gas Corporation
 
$
4,556

 
$
4,926

Centuri
 
59,491

 
62,310

Consolidated rental payments/lease expense
 
$
64,047

 
$
67,236


The following is a schedule of future minimum lease payments for operating leases (with initial or remaining terms in excess of one year) as of December 31, 2018 (thousands of dollars):
 
 
Southwest
 
Centuri
 
Consolidated Total
2019
 
$
898

 
$
10,053

 
$
10,951

2020
 
363

 
7,656

 
8,019

2021
 
299

 
5,760

 
6,059

2022
 
163

 
5,163

 
5,326

2023
 
79

 
3,681

 
3,760

Thereafter
 
177

 
10,511

 
10,688

Total minimum lease payments
 
$
1,979

 
$
42,824

 
$
44,803

 
 
 
 
 
 
 

As of December 31, 2018 Centuri leased certain construction equipment under capital leases arrangements which were not significant.

 
24
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 5 – Derivatives
In managing its natural gas supply portfolios, Southwest has historically entered into fixed- and variable-price contracts, which qualify as derivatives. Additionally, Southwest utilizes fixed-for-floating swap contracts (“Swaps”) to supplement its fixed-price contracts. The fixed-price contracts, firm commitments to purchase a fixed amount of gas in the future at a fixed price, qualify for the normal purchases and normal sales exception that is allowed for contracts that are probable of delivery in the normal course of business, and are exempt from fair value reporting. The variable-price contracts qualify as derivative instruments; however, because the contract prices are the prevailing prices at the future transaction dates, the contracts have no determinable fair value. The Swap contract prices are determined at the beginning of each month to reflect that month’s published first of month index price and are recorded at fair value. Southwest does not utilize derivative financial instruments for speculative purposes, nor does it have trading operations.
The fixed-price contracts and Swaps are utilized by Southwest under its volatility mitigation programs to effectively fix the price on a portion (up to 25% in the Arizona and California jurisdictions) of its natural gas supply portfolios. The maturities of the Swaps highly correlate to forecasted purchases of natural gas, with the longest maturity date of the Swaps being October 2020. Under such contracts, Southwest pays the counterparty a fixed rate and receives from the counterparty a floating rate per MMBtu (“dekatherm”) of natural gas. Only the net differential is actually paid or received. The differential is calculated based on the notional amounts under the contracts, which are detailed in the table below (thousands of dekatherms):
 
June 30, 2019
 
December 31, 2018
Contract notional amounts
17,309

 
13,387


The following table shows the amounts Southwest paid to and received from counterparties for settlements of matured Swaps:
 
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended
(Thousands of dollars)
June 30, 2019
 
June 30, 2019
 
June 30, 2019
Paid to counterparties
$
4,265

 
$
6,147

 
$
8,997

Received from counterparties
$

 
$
1,047

 
$
1,647


Pursuant to regulatory deferral accounting treatment for rate-regulated entities, unrealized gains and losses in fair value of the Swaps are recorded as a regulatory asset and/or liability. When the Swaps mature, any prior positions held are reversed and the settled position is recorded as an increase or decrease of purchased gas under the related purchase gas adjustment (“PGA”) mechanism in determining the deferred PGA balances. Neither changes in fair value nor settled amounts of Swaps have a direct effect on earnings or other comprehensive income, since following settlement, amounts are reflected in Net cost of gas sold at the same time they are included in Gas operating revenues through updates to the PGA component of rates.
Previously, Southwest entered into forward-starting interest rate swaps (“FSIRS”), the settled positions for which are immaterial and continue to be amortized from Accumulated other comprehensive income (loss) into interest expense.



 
25
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


The estimated fair value of Southwest’s Swaps were determined at June 30, 2019 and December 31, 2018 using futures settlement prices for the delivery of natural gas at Henry Hub adjusted by the price of future settlement bases, which reflect the difference between the price of natural gas at a given delivery basin and the Henry Hub pricing points. These Level 2 inputs are observable in the marketplace throughout the full term of the Swaps and have been credit-risk adjusted with no significant impact to the overall fair value measurement. The following table sets forth the fair value of the Swaps and their location in the Condensed Consolidated Balance Sheets for both the Company and Southwest (thousands of dollars). It also sets forth the location of regulatory assets or liabilities offsetting, dollar-for-dollar, the fair value of the Swaps (pursuant to Southwest’s rate-regulation):
Fair values of derivatives not designated as hedging instruments:
June 30, 2019
 
 
 
 
 
 
 
 
 
Swap Position
 
Instrument
 
Balance Sheet Location
 
Asset Derivatives
 
Liability Derivatives
 
Net Total
Offsetting Balance Sheet Location (Regulatory Asset/(Liability))
Swaps
 
Deferred charges and other assets
 
$
37

 
$
(6
)
 
$
31

Other deferred credits
Swaps
 
Other current liabilities
 
669

 
(6,309
)
 
(5,640
)
Prepaid and other current assets
Swaps
 
Other deferred credits
 

 
(1,314
)
 
(1,314
)
Deferred charges and other assets
Total
 
 
 
$
706

 
$
(7,629
)
 
$
(6,923
)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
Swap Position
 
Instrument
 
Balance Sheet Location
 
Asset Derivatives
 
Liability Derivatives
 
Net Total
Offsetting Balance Sheet Location (Regulatory Asset/(Liability))
Swaps
 
Prepaid and other current assets
 
$
243

 
$
(99
)
 
$
144

Other current liabilities
Swaps
 
Other current liabilities
 
1,595

 
(3,347
)
 
(1,752
)
Prepaid and other current assets
Swaps
 
Other deferred credits
 
141

 
(251
)
 
(110
)
Deferred charges and other assets
Total
 
 
 
$
1,979

 
$
(3,697
)
 
$
(1,718
)
 

Master netting arrangements exist with each counterparty that provide for the net settlement (in the settlement month) of all contracts through a single payment. As applicable, management has elected to reflect the net amounts in its balance sheets. There was no outstanding collateral associated with the Swaps during either period shown in the above table.
Note 6 – Common Stock
Only shares of the Company’s common stock are publicly traded on the New York Stock Exchange, under the ticker symbol “SWX.” Share-based compensation related to Southwest is based on stock awards of Southwest Gas Corporation to be issued in shares of Southwest Gas Holdings, Inc.
On May 8, 2019, the Company filed with the SEC an automatic shelf registration statement on Form S-3 (File No. 333-231297), which became effective upon filing, for the offer and sale of up to $300 million of common stock from time to time in at-the-market offerings under the prospectus included therein and in accordance with the Sales Agency Agreement, dated May 8, 2019, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). The following table provides the activity under the Equity Shelf Program for the quarter and life-to-date ended June 30, 2019:
Gross proceeds
$
74,999,771

Less: agent commissions
(749,998
)
Net proceeds
$
74,249,773

 
 
Number of shares sold
873,361

Weighted average price per share
$
85.87

As of June 30, 2019, the Company had up to $225,000,229 of common stock available for sale under the program. Net proceeds from the sales of shares of common stock under the Equity Shelf Program are intended for general corporate purposes, including the acquisition of property for the construction, completion, extension or improvement of pipeline systems and facilities located in and around the communities served by Southwest. Net proceeds during the six months ended June 30, 2019 were contributed to, and reflected in the records of, Southwest (as a capital contribution from Southwest Gas Holdings, Inc.).

 
26
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


During the quarter ended March 31, 2019, the Company sold approximately 278,000 shares of common stock under a previously effective equity shelf program. Those issuances reflected the remaining shares available under that previous program.
During the six months ended June 30, 2019, the Company issued approximately 76,000 shares of common stock through the Restricted Stock/Unit Plan and Management Incentive Plan.
Also during the six months ended June 30, 2019, the Company issued 67,000 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan (“DRSPP”), raising approximately $5.5 million.
On May 2, 2019, at the Company’s annual meeting of shareholders, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock available for issuance from 60,000,000 to 120,000,000. However, the Company has not filed such amendment to its Articles of Incorporation as it intends to cause such increase in availability of shares of common stock to take effect in connection with the Delaware reincorporation.
Note 7 – Long-Term Debt
Long-term debt is recognized in the Company’s and Southwest’s balance sheets generally at the carrying value of the obligations outstanding.  However, details surrounding the fair value and individual carrying values of instruments are discussed below or provided in the table that follows.
Southwest believes its revolving credit facility (including commercial paper) and the variable-rate Industrial Development Revenue Bonds (“IDRBs”) approximate their carrying values. The revolving credit facility and IDRBs are categorized as Level 1 due to Southwest’s ability to access similar debt arrangements at measurement dates with comparable terms, including variable/market rates. Additionally, the revolving credit facility is generally repaid quickly and the IDRBs have interest rates that reset frequently.
The fair values of Southwest’s debentures (which includes senior and medium-term notes) were determined utilizing a market-based valuation approach, where fair values are determined based on evaluated pricing data, such as broker quotes and yields for similar securities adjusted for observable differences. Significant inputs used in the valuation generally include benchmark yield curves, credit ratings, and issuer spreads. The external credit rating, coupon rate, and maturity of each security are considered in the valuation, as applicable. The fair values of debentures are categorized as Level 2 (observable market inputs based on market prices of similar securities). 
The Centuri secured revolving credit and term loan facility and Centuri’s other debt obligations (not actively traded) are categorized as Level 3, based on significant unobservable inputs to their fair values. Because Centuri’s debt is not publicly traded, fair values for the secured revolving credit and term loan facility and other debt obligations were based on a conventional discounted cash flow methodology and utilized current market pricing yield curves, across Centuri’s debt maturity spectrum, of other industrial bonds with an assumed credit rating comparable to the Company’s.

 
27
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


 
 
June 30, 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

 
$
127,030

 
$
125,000

 
$
126,213

Notes, 6.1%, due 2041
 
125,000

 
158,916

 
125,000

 
150,728

Notes, 3.875%, due 2022
 
250,000

 
257,128

 
250,000

 
254,195

Notes, 4.875%, due 2043
 
250,000

 
287,903

 
250,000

 
268,985

Notes, 3.8%, due 2046
 
300,000

 
296,868

 
300,000

 
267,030

Notes, 3.7%, due 2028
 
300,000

 
316,170

 
300,000

 
298,926

Notes, 4.15%, due 2049
 
300,000

 
315,426

 

 

8% Series, due 2026
 
75,000

 
96,803

 
75,000

 
93,827

Medium-term notes, 7.78% series, due 2022
 
25,000

 
27,774

 
25,000

 
27,497

Medium-term notes, 7.92% series, due 2027
 
25,000

 
31,660

 
25,000

 
30,016

Medium-term notes, 6.76% series, due 2027
 
7,500

 
9,064

 
7,500

 
8,651

Unamortized discount and debt issuance costs
 
(15,102
)
 
 
 
(11,807
)
 
 
 
 
1,767,398

 
 
 
1,470,693

 
 
Revolving credit facility and commercial paper
 
46,000

 
46,000

 
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
 
(1,839
)
 
 
 
(2,024
)
 
 
 
 
198,161

 
 
 
197,976

 
 
Less: current maturities
 

 
 
 

 
 
Long-term debt, less current maturities - Southwest Gas Corporation
 
$
2,011,559

 
 
 
$
1,818,669

 
 
Centuri:
 
 
 
 
 
 
 
 
Centuri term loan facility
 
$
253,120

 
$
259,002

 
$
255,959

 
$
260,135

Unamortized debt issuance costs
 
(1,270
)
 
 
 
(1,414
)
 
 
 
 
251,850

 
 
 
254,545

 
 
Centuri secured revolving credit facility
 
88,174

 
88,213

 

 

Centuri other debt obligations
 
58,227

 
59,440

 
67,104

 
67,053

Less: current maturities
 
(36,807
)
 
 
 
(33,060
)
 
 
Long-term debt, less current maturities - Centuri
 
$
361,444

 
 
 
$
288,589

 
 
Consolidated Southwest Gas Holdings, Inc.:
 
 
 
 
 
 
 
 
Southwest Gas Corporation long-term debt
 
$
2,011,559

 
 
 
$
1,818,669

 
 
Centuri long-term debt
 
398,251

 
 
 
321,649

 
 
Less: current maturities
 
(36,807
)
 
 
 
(33,060
)
 
 
Long-term debt, less current maturities - Southwest Gas Holdings, Inc.
 
$
2,373,003

 
 
 
$
2,107,258

 
 


 
28
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Southwest has a $400 million credit facility that is scheduled to expire in March 2022. Southwest designates $150 million of capacity related to the facility as long-term debt and has designated the remaining $250 million for working capital purposes. Interest rates for the credit facility are calculated at either the London Interbank Offered Rate (“LIBOR”) or an “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest’s senior unsecured debt rating. At June 30, 2019, the applicable margin is 1% for loans bearing interest with reference to LIBOR and 0% for loans bearing interest with reference to the alternative base rate. At June 30, 2019, $46 million was outstanding on the long-term portion (including $0 under the commercial paper program, discussed below) and no borrowings were outstanding on the short-term portion of this credit facility (see Note 8 – Short-Term Debt).
Southwest has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by Southwest’s current revolving credit facility and, therefore, does not represent additional borrowing capacity under the credit facility. Borrowings under the commercial paper program are designated as long-term debt. Interest rates for the program are calculated at the then current commercial paper rate. At June 30, 2019, as noted above, no borrowings were outstanding under the commercial paper program.
In May 2019, Southwest issued $300 million in 4.15% Senior Notes at a discount of 0.051%. The notes will mature in June 2049. The net proceeds were used to repay a portion of amounts then outstanding under its credit facility and commercial paper program.
In November 2018, Centuri, in association with the acquisition of Linetec, amended and restated its senior secured revolving credit and term loan facility, increasing the capacity from $450 million to $590 million; the amended facility is scheduled to expire in November 2023. This facility includes a revolving credit facility and a term loan facility. The line of credit portion of the facility is $325 million; amounts borrowed and repaid under the revolving credit facility are available to be re-borrowed. The term loan facility portion has a limit of approximately $265 million. The $590 million revolving credit and term loan facility is secured by substantially all of Centuri’s assets except those explicitly excluded under the terms of the agreement (including owned real estate and certain certificated vehicles). Centuri’s assets securing the facility at June 30, 2019 totaled $1.3 billion. At June 30, 2019, $341 million in borrowings were outstanding under the Centuri facility.
It is currently anticipated that LIBOR may be discontinued as a benchmark or reference rate after 2021. As of June 30, 2019, no borrowings were outstanding for the holding company under its credit facility (see Note 8 – Short-Term Debt), and therefore, there was no related indebtedness with reference to LIBOR. However, all of Southwest’s outstanding borrowings of $46 million noted above under its credit facility and approximately $215 million of Centuri’s indebtedness under its facility have interest rates with reference to LIBOR and credit facility maturity dates that extend beyond 2021. The outstanding amounts reflect approximately 2% of total Southwest long-term debt and 11% of long-term debt (including current maturities) for the Company overall. The Company intends to continue to monitor developments with respect to alternative rates and take appropriate steps, that will include Southwest and Centuri working with lenders to determine the appropriate alternative reference rate for variable rate indebtedness, in order to mitigate the impact of the discontinuation on financial condition and results of operations. However, at this time the Company and Southwest can provide no assurances as to the impact a LIBOR discontinuation will have on their financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.
Note 8 – Short-Term Debt
Southwest Gas Holdings, Inc. has a $100 million credit facility that is scheduled to expire in March 2022. There were no borrowings outstanding under this credit facility at June 30, 2019.
As discussed in Note 7 – Long-Term Debt, Southwest has a $400 million credit facility that is scheduled to expire in March 2022, of which $250 million has been designated by management for working capital purposes. Southwest had no short-term borrowings outstanding at June 30, 2019 under this facility.

 
29
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 9 – Other Comprehensive Income and Accumulated Other Comprehensive Income
The following information provides insight into amounts impacting the Company’s Other comprehensive income (loss), both before and after-tax impacts, within the Condensed Consolidated Statements of Comprehensive Income, which also impact Accumulated other comprehensive income (“AOCI”) in the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Equity. See Note 5 – Derivatives for additional information on the FSIRS.
Related Tax Effects Allocated to Each Component of Other Comprehensive Income (Loss)
(Thousands of dollars)
 
 
Three Months Ended June 30, 2019
 
Three Months Ended June 30, 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
 
$
318

 
$
(76
)
 
$
242

 
$
334

 
$
(80
)
 
$
254

Amortization of net actuarial (gain)/loss
 
5,844

 
(1,403
)
 
4,441

 
8,404

 
(2,017
)
 
6,387

Regulatory adjustment
 
(5,348
)
 
1,284

 
(4,064
)
 
(7,559
)
 
1,815

 
(5,744
)
Pension plans other comprehensive income
 
814

 
(195
)
 
619

 
1,179

 
(282
)
 
897

FSIRS (designated hedging activities):
 
 
 
 
 
 
 
 
 
 
 
 
Amounts reclassified into net income
 
836

 
(200
)
 
636

 
836

 
(200
)
 
636

FSIRS other comprehensive income
 
836

 
(200
)
 
636

 
836

 
(200
)
 
636

Total other comprehensive income - Southwest Gas Corporation
 
1,650

 
(395
)
 
1,255

 
2,015

 
(482
)
 
1,533

Foreign currency translation adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Translation adjustments
 
787

 

 
787

 
(690
)
 

 
(690
)
Foreign currency other comprehensive income (loss)
 
787

 

 
787

 
(690
)
 

 
(690
)
Total other comprehensive income - Southwest Gas Holdings, Inc.
 
$
2,437

 
$
(395
)
 
$
2,042

 
$
1,325

 
$
(482
)
 
$
843

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2019
 
Six Months Ended June 30, 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
 
$
635

 
$
(152
)
 
$
483

 
$
668

 
$
(160
)
 
$
508

Amortization of net actuarial (gain)/loss
 
11,688

 
(2,805
)
 
8,883

 
16,808

 
(4,034
)
 
12,774

Regulatory adjustment
 
(10,695
)
 
2,567

 
(8,128
)
 
(15,119
)
 
3,629

 
(11,490
)
Pension plans other comprehensive income
 
1,628

 
(390
)
 
1,238

 
2,357

 
(565
)
 
1,792

FSIRS (designated hedging activities):
 
 
 
 
 
 
 
 
 
 
 
 
Amounts reclassified into net income
 
1,672

 
(401
)
 
1,271

 
1,673

 
(402
)
 
1,271

FSIRS other comprehensive income
 
1,672

 
(401
)
 
1,271

 
1,673

 
(402
)
 
1,271

Total other comprehensive income - Southwest Gas Corporation
 
3,300

 
(791
)
 
2,509

 
4,030

 
(967
)
 
3,063

Foreign currency translation adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Translation adjustments
 
1,578

 

 
1,578

 
(1,601
)
 

 
(1,601
)
Foreign currency other comprehensive income (loss)
 
1,578

 

 
1,578

 
(1,601
)
 

 
(1,601
)
Total other comprehensive income - Southwest Gas Holdings, Inc.
 
$
4,878

 
$
(791
)
 
$
4,087

 
$
2,429

 
$
(967
)
 
$
1,462

 
 
 
 
 
 
 
 
 
 
 
 
 

 
30
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


 
 
Twelve Months Ended June 30, 2019
 
Twelve Months Ended June 30, 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
 
1,302

 
(312
)
 
990

 
1,335

 
(413
)
 
922

Amortization of net actuarial (gain)/loss
 
28,497

 
(6,839
)
 
21,658

 
29,531

 
(8,869
)
 
20,662

Regulatory adjustment
 
(3,809
)
 
914

 
(2,895
)
 
8,691

 
(479
)
 
8,212

Pension plans other comprehensive income (loss)
 
5,564

 
(1,335
)
 
4,229

 
(3,470
)
 
565

 
(2,905
)
FSIRS (designated hedging activities):
 
 
 
 
 
 
 
 
 
 
 
 
Amounts reclassified into net income
 
3,344

 
(803
)
 
2,541

 
3,345

 
(1,037
)
 
2,308

FSIRS other comprehensive income
 
3,344

 
(803
)
 
2,541

 
3,345

 
(1,037
)
 
2,308

Total other comprehensive income (loss) - Southwest Gas Corporation
 
8,908

 
(2,138
)
 
6,770

 
(125
)
 
(472
)
 
(597
)
Foreign currency translation adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Translation adjustments
 
169

 

 
169

 
(679
)
 

 
(679
)
Foreign currency other comprehensive income (loss)
 
169

 

 
169

 
(679
)
 

 
(679
)
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.
 
$
9,077

 
$
(2,138
)
 
$
6,939

 
$
(804
)
 
$
(472
)
 
$
(1,276
)
(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 June 30, 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 June 30, 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, and no repatriation of earnings anticipated, the Company is not recognizing a tax effect or presenting a tax expense or benefit for currency translation adjustments reported in Other comprehensive income (loss).
Approximately $2.5 million of realized losses (net of tax) related to the FSIRS, reported in Accumulated other comprehensive income (loss) at June 30, 2019, will be reclassified into interest expense within the next 12 months as the related interest payments on long-term debt occur.
The following table represents a rollforward of AOCI, presented on the Company’s Condensed Consolidated Balance Sheets (thousands of dollars):
 
 
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
 

 

 

 

 

 

 
1,578

 

 
1,578

 
1,578

Other comprehensive income (loss) before reclassifications
 

 

 

 

 

 

 
1,578

 

 
1,578

 
1,578

FSIRS amounts reclassified from AOCI (1)
 

 

 

 
1,672

 
(401
)
 
1,271

 

 

 

 
1,271

Amortization of prior service cost (2)
 
635

 
(152
)
 
483

 

 

 

 

 

 

 
483

Amortization of net actuarial loss (2)
 
11,688

 
(2,805
)
 
8,883

 

 

 

 

 

 

 
8,883

Regulatory adjustment (3)
 
(10,695
)
 
2,567

 
(8,128
)
 

 

 

 

 

 

 
(8,128
)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.
 
1,628

 
(390
)
 
1,238

 
1,672

 
(401
)
 
1,271

 
1,578

 

 
1,578

 
4,087

Ending Balance AOCI June 30, 2019
 
$
(53,599
)
 
$
12,864

 
$
(40,735
)
 
$
(7,638
)
 
$
1,833

 
$
(5,805
)
 
$
(2,041
)
 
$

 
$
(2,041
)
 
$
(48,581
)
(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).

 
31
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


(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.

The following table represents a rollforward of AOCI, presented on Southwest’s Condensed Consolidated Balance Sheets (thousands of dollars):
 
 
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)
 

 

 

 
1,672

 
(401
)
 
1,271

 
1,271

Amortization of prior service cost (7)
 
635

 
(152
)
 
483

 

 

 

 
483

Amortization of net actuarial loss (7)
 
11,688

 
(2,805
)
 
8,883

 

 

 

 
8,883

Regulatory adjustment (8)
 
(10,695
)
 
2,567

 
(8,128
)
 

 

 

 
(8,128
)
Net current period other comprehensive income attributable to Southwest Gas Corporation
 
1,628

 
(390
)
 
1,238

 
1,672

 
(401
)
 
1,271

 
2,509

Ending Balance AOCI June 30, 2019
 
$
(53,599
)
 
$
12,864

 
$
(40,735
)
 
$
(7,638
)
 
$
1,833

 
$
(5,805
)
 
$
(46,540
)
(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.
The following table represents amounts (before income tax impacts) included in AOCI (in the tables above), that have not yet been recognized in net periodic benefit cost (thousands of dollars):
 
 
June 30, 2019
 
December 31, 2018
Net actuarial (loss) gain
 
$
(423,676
)
 
$
(435,364
)
Prior service cost
 
(2,398
)
 
(3,033
)
Less: amount recognized in regulatory assets
 
372,475

 
383,170

Recognized in AOCI
 
$
(53,599
)
 
$
(55,227
)



 
32
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Note 10 – Segment Information
The Company has two reportable segments: natural gas operations and utility infrastructure services. Southwest has a single reportable segment that is referred to herein as the natural gas operations segment of the Company. In order to reconcile to net income as disclosed in the Condensed Consolidated Statements of Income, an Other column is included associated with impacts of corporate and administrative activities related to Southwest Gas Holdings, Inc. The following tables present revenues from external customers, intersegment revenues, and segment net income for the two reportable segments (thousands of dollars):
 
Natural Gas
Operations
 
Utility Infrastructure
Services
 
Other
 
Total
Three Months Ended June 30, 2019
 
 
 
 
 
 
 
Revenues from external customers
$
258,711

 
$
405,218

 
$

 
$
663,929

Intersegment revenues

 
49,082

 

 
49,082

Total
$
258,711

 
$
454,300

 
$

 
$
713,011

Segment net income (loss)
$
3,369

 
$
18,918

 
$
(231
)
 
$
22,056

 
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
Revenues from external customers
$
275,679

 
$
362,132

 
$

 
$
637,811

Intersegment revenues

 
33,072

 

 
33,072

Total
$
275,679

 
$
395,204

 
$

 
$
670,883

Segment net income (loss)
$
2,622

 
$
19,236

 
$
(307
)
 
$
21,551

 
 
 
 
 
 
 
 
 
Natural Gas
Operations
 
Utility Infrastructure
Services
 
Other
 
Total
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Revenues from external customers
$
779,388

 
$
679,407

 
$

 
$
1,458,795

Intersegment revenues

 
87,755

 

 
87,755

Total
$
779,388

 
$
767,162

 
$

 
$
1,546,550

Segment net income (loss)
$
106,758

 
$
10,887

 
$
(780
)
 
$
116,865

 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
Revenues from external customers
$
769,992

 
$
594,991

 
$

 
$
1,364,983

Intersegment revenues

 
60,230

 

 
60,230

Total
$
769,992

 
$
655,221

 
$

 
$
1,425,213

Segment net income (loss)
$
92,971

 
$
8,235

 
$
(564
)
 
$
100,642

 
 
 
 
 
 
 
 
 
Natural Gas
Operations
 
Utility Infrastructure
Services
 
Other
 
Total
Twelve Months Ended June 30, 2019
 
 
 
 
 
 
 
Revenues from external customers
$
1,367,124

 
$
1,470,787

 
$

 
$
2,837,911

Intersegment revenues

 
163,439

 

 
163,439

Total
$
1,367,124

 
$
1,634,226

 
$

 
$
3,001,350

Segment net income (loss)
$
152,629

 
$
47,629

 
$
(1,758
)
 
$
198,500

 
 
 
 
 
 
 
 
Twelve Months Ended June 30, 2018
 
 
 
 
 
 
 
Revenues from external customers
$
1,349,536

 
$
1,296,093

 
$

 
$
2,645,629

Intersegment revenues

 
113,170

 

 
113,170

Total
$
1,349,536

 
$
1,409,263

 
$

 
$
2,758,799

Segment net income (loss)
$
163,329

 
$
45,213

 
$
(1,231
)
 
$
207,311



 
33
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019



Note 11 – Redeemable Noncontrolling Interest
In connection with the acquisition of Linetec in November 2018, the previous owner retained a 20% equity interest in Linetec, the reduction of which is subject to certain rights based on the passage of time or upon the occurrence of certain triggering events. Effective January 2022, the Company has the right, but not the obligation, to purchase at fair value (subject to a floor) a portion of the interest held by the noncontrolling party, and in incremental amounts each year thereafter. The shares subject to the election accumulate (if earlier elections are not made) such that 100% of the interest retained by the noncontrolling party is subject to the election beginning in 2024. If the Company does not exercise its rights at each or any of the specified intervals, the noncontrolling party has the ability, but not the obligation, to exit their investment retained by requiring Centuri to purchase a similar portion of their interest up to the maximum cumulative amounts specified at each interval discussed above. The Company has determined that this noncontrolling interest is a redeemable noncontrolling interest and, in accordance with SEC guidance, is classified as mezzanine equity (temporary equity) in the Company’s Condensed Consolidated Balance Sheets.
Significant changes in the value of the redeemable noncontrolling interest, above a floor established at the acquisition date, are recognized as they occur, and the carrying value is adjusted as necessary at each reporting date. The fair value is estimated using a market approach that utilizes certain financial metrics from guideline public companies of similar industry and operating characteristics. However, the carrying value of the redeemable noncontrolling interest was greater than its fair value as of June 30, 2019, and no previous upward redemption value adjustments were made following the acquisition date. SEC guidance indicates that a redemption value adjustment would not be made under these circumstances. The following depicts the change to the balance of the redeemable noncontrolling interest:
(Thousands of dollars):
Redeemable Noncontrolling Interest
Balance, December 31, 2018
$
81,831

Net income attributable to redeemable noncontrolling interest
1,351

Balance, June 30, 2019
$
83,182


Note 12 – Business Acquisitions
In November 2018, the Company, through its subsidiaries, led principally by Centuri, completed the acquisition of an 80% interest in a privately held infrastructure services business, Linetec, with the remaining 20% retained by the seller. See the Company’s 2018 Form 10-K for additional information about this acquisition.
Assets acquired and liabilities assumed in the transaction were recorded, generally, at their acquisition date fair values. Transaction costs associated with the acquisition were expensed as incurred. The Company’s allocation of the purchase price was based on an evaluation of the appropriate fair values and represented management’s best estimate based on available data (including market data, data regarding customers of the acquired business, terms of acquisition-related agreements, analysis of historical and projected results, and other types of data). The analysis included consideration of types of intangibles that were acquired, including customer relationships, trade names, and customer contracts. Certain payments were estimated as of the acquisition date and will be adjusted when paid or as estimates change based on available data; the final purchase accounting has not yet been completed. Further refinement is expected to occur, including potential changes to income taxes and intangibles, as well as additional consideration payments held back. Subsequent to the acquisition date and through June 30, 2019, Centuri recorded a net reduction to the overall purchase price of $20.1 million related to the combined effects of a mutual tax election under Internal Revenue Code Section 338(h)(10), working capital adjustments, and other refinements to the valuation, which impacted the remaining unremitted consideration. In addition, approximately $19.5 million of previously unremitted consideration was paid during the three months ending June 30, 2019. As of that date, remaining unpaid consideration was $31.3 million.

 
34
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


The preliminary estimated fair values of assets acquired and liabilities assumed as of November 30, 2018, are as follows (millions of dollars):
 
 
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

 
(0.2
)
 
21.4

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

 
(17.5
)
 
171.0

Total assets acquired
 
426.6

 
(18.5
)
 
408.1

 
 
 
 
 
 
 
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

 
$
(20.1
)
 
$
306.5

 
 
 
 
 
 
 

The Company incurred and expensed acquisition costs of $6.9 million for the twelve months ended June 30, 2019 which are included in Utility infrastructure services expenses on the Company’s Condensed Consolidated Statement of Income. No acquisition-related costs were incurred during the three and six months ended June 30, 2019, and no significant impacts to earnings resulted from the measurement-period adjustments reflected above.
The preliminary allocation of the purchase price of Linetec was accounted for in accordance with applicable accounting guidance. Goodwill consists of the value associated with the assembled workforce, consolidation of operations, and the estimated economic value attributable to future opportunities related to the transaction. As the business of Linetec was deemed an asset purchase for tax purposes, the tax-basis goodwill is expected to be deductible for tax purposes. During 2019, values at the acquisition date were adjusted, as reflected in the table above, on the Company’s Condensed Consolidated Balance Sheets.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Southwest Gas Holdings, Inc. is a holding company that owns all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas operations” segment) and all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment). At the annual meeting of shareholders of Southwest Gas Holdings, Inc., held on May 2, 2019, shareholders voted to approve changing the state of incorporation of Southwest Gas Holdings, Inc. from California to Delaware. The reincorporation remains subject to certain regulatory approvals, which are currently pending, and we can provide no assurances as to the timing for such approvals. For more information about the reincorporation, please refer to Southwest Gas Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2019. Southwest Gas Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.”
Southwest is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Southwest is the largest distributor of natural gas in Arizona, selling and transporting natural gas in most of central and southern Arizona, including the Phoenix and Tucson metropolitan areas. Southwest is also the largest distributor of natural gas in Nevada, serving the majority of southern Nevada, including the Las Vegas metropolitan area, and portions of northern Nevada. In addition, Southwest distributes and transports natural gas for customers in portions of California, including the Lake Tahoe area and the high desert and mountain areas in San Bernardino County.
As of June 30, 2019, Southwest had 2,061,000 residential, commercial, industrial, and other natural gas customers, of which 1,098,000 customers were located in Arizona, 766,000 in Nevada, and 197,000 in California. Residential and small commercial customers represented over 99% of the total customer base. During the twelve months ended June 30, 2019, 53% of operating margin (gas operating revenues less the net cost of gas sold) was earned in Arizona, 36% in Nevada, and 11% in California. During

 
35
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


this same period, Southwest earned 84% of its operating margin from residential and small commercial customers, 3% from other sales customers, and 13% from transportation customers. These general patterns are expected to remain materially consistent for the foreseeable future.
Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Operating margin is a financial measure defined by management as gas operating revenues less the net cost of gas sold. However, operating margin is not specifically defined in accounting principles generally accepted in the United States (“U.S. GAAP”). Thus operating margin is considered a non-GAAP measure. Management uses this financial measure because natural gas operating revenues include the net cost of gas sold, which is a tracked cost that is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms. Fluctuations in the net cost of gas sold impact revenues on a dollar-for-dollar basis, but do not impact operating margin or operating income. Therefore, management believes operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest’s financial performance in a rate-regulated environment. The principal factors affecting changes in operating margin are general rate relief (including impacts of infrastructure trackers) and customer growth. Refer to the Summary Operating Results table for a reconciliation of revenues to operating margin.
The demand for natural gas is seasonal, with greater demand in the colder winter months and decreased demand in the warmer summer months. All of Southwest’s service territories have decoupled rate structures (alternative revenue programs), which are designed to eliminate the direct link between volumetric sales and revenue, thereby mitigating the impacts of weather variability and conservation on operating margin, allowing Southwest to pursue energy efficiency initiatives.
Centuri is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America’s gas and electric providers. Centuri derives revenue from installation, replacement, repair, and maintenance of energy distribution systems, and developing industrial construction solutions. Centuri operates in 26 major markets in the United States (“U.S.”), primarily as NPL, and in 2 major markets in Canada, primarily as NPL Canada. In November 2017, Centuri expanded its operations in the northeast region of the U.S. through the acquisition of New England Utility Constructors, Inc. (“Neuco”), and again in November 2018, in the southeast region of the U.S. through the acquisition of an 80% interest in Linetec Services, LLC (“Linetec”). Both companies were privately owned utility infrastructure services businesses prior to their acquisition.
Utility infrastructure services activity can be impacted by changes in infrastructure replacement programs of utilities, weather, and local and federal regulation (including tax rates and incentives). During the past few years, utilities have implemented or modified system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in a significant increase in multi-year utility system replacement projects throughout the U.S. Generally, Centuri revenues are lowest during the first quarter of the year due to less favorable winter weather conditions. Revenues typically improve as more favorable weather conditions occur during the summer and fall months. In certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can significantly impact operating results.
This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and the notes thereto, as well as MD&A, included in the 2018 Annual Report to Shareholders, which is incorporated by reference into the 2018 Form 10-K.


 
36
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Executive Summary
The items discussed in this Executive Summary are intended to provide an overview of the results of the Company’s and Southwest’s operations. As needed, certain items are covered in greater detail in later sections of MD&A. As reflected in the table below, the natural gas operations segment accounted for an average of 78% of twelve-month-to-date consolidated net income over the past two years. As such, MD&A is primarily focused on that segment. Natural gas sales are seasonal, peaking during the winter months; therefore, results of operations for interim periods are not necessarily indicative of results for a full year.
Summary Operating Results
 
 
Period Ended June 30,
 
 
Three Months
 
Six Months
 
Twelve Months
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands, except per share amounts)
Contribution to net income
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas operations
 
$
3,369

 
$
2,622

 
$
106,758

 
$
92,971

 
$
152,629

 
$
163,329

Utility infrastructure services
 
18,918

 
19,236

 
10,887

 
8,235

 
47,629

 
45,213

Corporate and administrative
 
(231
)
 
(307
)
 
(780
)
 
(564
)
 
(1,758
)
 
(1,231
)
Net income
 
$
22,056

 
$
21,551

 
$
116,865

 
$
100,642

 
$
198,500

 
$
207,311

 
 
 
 
 
 
 
 
 
 
 
 
 
Average number of common shares
 
53,935

 
48,826

 
53,654

 
48,622

 
51,914

 
48,338

Basic earnings per share
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
0.41

 
$
0.44

 
$
2.18

 
$
2.07

 
$
3.82

 
$
4.29

Natural Gas Operations
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
 
 
 
 
 
 
 
 
 
 
 
 
Gas operating revenues
 
$
258,711

 
$
275,679

 
$
779,388

 
$
769,992

 
$
1,367,124

 
$
1,349,536

Less: Net cost of gas sold
 
65,182

 
83,466

 
257,786

 
269,198

 
407,976

 
407,943

Operating margin
 
$
193,529

 
$
192,213

 
$
521,602

 
$
500,794

 
$
959,148

 
$
941,593


2nd Quarter 2019 Overview
Natural gas operations highlights:

34,000 net new customers (1.7% growth rate) during the last 12 months
Other income improved $1.4 million from returns on Company-Owned Life Insurance policies
Filed for preapproval to expand service into Spring Creek, Nevada
$57 million Arizona general rate case filed in May 2019
Utility infrastructure services highlights:
 
Revenues increased $59.1 million (including $56.7 million from Linetec)
2nd quarter 2018 revenues included a $9 million settlement of a water pipe replacement project contract dispute
Depreciation and amortization expense includes an incremental $6 million due to the Linetec acquisition

 
37
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Natural Gas Operations
Quarterly Analysis
 
 
Three Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Gas operating revenues
 
$
258,711

 
$
275,679

Net cost of gas sold
 
65,182

 
83,466

Operating margin
 
193,529

 
192,213

Operations and maintenance expense
 
104,991

 
105,208

Depreciation and amortization
 
49,343

 
47,664

Taxes other than income taxes
 
15,126

 
14,666

Operating income
 
24,069

 
24,675

Other income (deductions)
 
1,592

 
(2,094
)
Net interest deductions
 
23,345

 
20,149

Income before income taxes
 
2,316

 
2,432

Income tax benefit
 
(1,053
)
 
(190
)
Contribution to consolidated net income
 
$
3,369

 
$
2,622

Contribution from natural gas operations to consolidated net income increased $747,000 between the second quarters of 2019 and 2018. The increase was primarily due to higher operating margin and Other income, partially offset by an increase in Depreciation and amortization and Net interest deductions.
Operating margin increased a net $1 million. Approximately $2 million of incremental margin was attributable to customer growth, as 34,000 net new customers were added during the last twelve months. Rate relief primarily in California and Nevada also added $2 million in incremental operating margin in the current period. Offsetting these increases were the regulatory impacts of tax reform and the effect of regulatory surcharges, including the return of greenhouse gas cap and trade revenue proceeds to California customers through a climate credit, which are offset against Depreciation and amortization expense.
Operations and maintenance expense remained relatively flat between periods as higher general cost increases were offset by decreases in pension and medical costs.
Depreciation and amortization expense increased $1.7 million, or 4%, between quarters primarily due to a $579 million, or 9%, increase in average gas plant in service for the current quarter as compared to the corresponding quarter a year ago, offset by the impact of regulatory program amortization, including the climate credit indicated above. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new infrastructure.
Other income (deductions) improved $3.7 million between quarters primarily due to an increase in income from company-owned life insurance (“COLI”) policies. The current quarter reflects a $3.4 million increase in COLI policy cash surrender values and recognized death benefits, while the prior-year quarter reflected $2 million of COLI-related income. Additionally, the non-service cost components of employee pension and other postretirement benefits improved $1.5 million between quarters.
Net interest deductions increased $3.2 million in the second quarter of 2019, as compared to the prior-year quarter, primarily due to the issuance of $300 million of senior notes in May 2019, higher borrowings outstanding under the revolving credit and term-loan facility leading up to the issuance of the senior notes, and the impacts of carrying costs on regulatory liability account balances.


 
38
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Natural Gas Operations
Six-Month Analysis
 
 
Six Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Gas operating revenues
 
$
779,388

 
$
769,992

Net cost of gas sold
 
257,786

 
269,198

Operating margin
 
521,602

 
500,794

Operations and maintenance expense
 
210,533

 
207,398

Depreciation and amortization
 
106,955

 
97,625

Taxes other than income taxes
 
31,332

 
29,923

Operating income
 
172,782

 
165,848

Other income (deductions)
 
7,538

 
(6,697
)
Net interest deductions
 
46,444

 
39,404

Income before income taxes
 
133,876

 
119,747

Income tax expense
 
27,118

 
26,776

Contribution to consolidated net income
 
$
106,758

 
$
92,971

Contribution from natural gas operations to consolidated net income increased $13.8 million between the first six months of 2019 and 2018. The increase was primarily due to rate relief, customer growth, and higher Other income, partially offset by increases in Operations and maintenance expense, Depreciation and amortization, and Net interest deductions.
Operating margin increased $21 million, including a $6 million increase attributable to customer growth. Rate relief primarily in California and Nevada added an additional $6 million in operating margin. In addition, regulatory surcharge recoveries, including those for California public purpose and energy efficiency programs, were higher in the current period, but were partially offset by the climate credit returned to California customers during the second quarter of 2019. Other changes in operating margin included miscellaneous revenues and margin from customers outside the decoupling mechanisms, and reductions for the regulatory impacts of U.S. tax reform in the current period, consisting of $4.7 million during the first quarter of 2019 in Arizona and $2.9 million reserved during the first six months of 2019 related to California.
Operations and maintenance expense increased $3.1 million between periods. Higher pipeline integrity management and damage prevention programs and other general cost increases were mitigated by decreases in pension and medical costs between periods.
Depreciation and amortization expense increased $9.3 million, or 10%, between periods primarily due to a $552 million, or 8%, increase in average gas plant in service for the period as compared to the corresponding period a year ago. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new infrastructure. Regulatory account amortizations, notably from California Public Purpose and environmental programs, were higher in the current period.
Other income (deductions) improved $14.2 million between periods primarily due to an increase in income from COLI policies. The current period reflects an $11 million increase in COLI policy cash surrender values and net death benefits, while the prior-year period reflected $1.3 million of COLI-related income. The non-service cost components of employee pension and other postretirement benefits improved $3 million between periods.
Net interest deductions increased $7 million between periods, primarily due to the issuance of $300 million of senior notes in March 2018 and issuance of $300 million of senior notes in May 2019, in addition to higher interest rates and borrowings outstanding under the revolving credit and term-loan facility throughout much of the current period.


 
39
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Natural Gas Operations
Twelve-Month Analysis
 
 
Twelve Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Gas operating revenues
 
$
1,367,124

 
$
1,349,536

Net cost of gas sold
 
407,976

 
407,943

Operating margin
 
959,148

 
941,593

Operations and maintenance expense
 
407,948

 
397,251

Depreciation and amortization
 
201,146

 
192,098

Taxes other than income taxes
 
61,307

 
58,590

Operating income
 
288,747

 
293,654

Other income (deductions)
 
(3,005
)
 
(9,036
)
Net interest deductions
 
88,780

 
74,936

Income before income taxes
 
196,962

 
209,682

Income tax expense
 
44,333

 
46,353

Contribution to consolidated net income
 
$
152,629

 
$
163,329

Contribution to consolidated net income from natural gas operations decreased by $10.7 million between the twelve-month periods ended June 2019 and June 2018. The decrease was primarily due to higher Operations and maintenance expense, Net interest deductions, and Depreciation and amortization expense, partially offset by rate relief and higher Other income.
Operating margin increased $18 million between periods. Customer growth provided $11 million and combined rate relief primarily in Nevada and California provided $7 million of incremental operating margin. Other, mostly offsetting, impacts resulted from recoveries of regulatory assets, infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues, as well as the regulatory impacts of U.S. tax reform and California climate credits.
Operations and maintenance expense increased $10.7 million, or 3% between periods primarily due to higher general costs and expenditures for pipeline damage prevention programs.
Depreciation and amortization expense increased $9 million, or 5%, between periods primarily due to a $520 million, or 8%, increase in average gas plant in service for the current period as compared to the prior period. The expense increase reflects an offsetting reduction in regulatory amortization between periods, including the impacts of climate credits returned to California customers.
Taxes other than income taxes increased $2.7 million, or 5%, between periods primarily due to higher property taxes associated with net plant additions.
Other income (deductions) improved $6 million between the twelve-month periods ended June 2019 and June 2018 primarily due to higher interest income and over $3 million related to the equity component of the allowance for funds used during construction (“AFUDC”) as a result of increased construction expenditures and higher AFUDC rates. Additionally, the non-service cost components of employee pension and other postretirement benefits improved in the current period by $2 million.
Net interest deductions increased $13.8 million between periods primarily due to higher interest associated with the issuance of $300 million of senior notes in March 2018 and $300 million of senior notes in May 2019, in addition to higher interest rates and average outstanding balances under Southwest’s credit facility.

 
40
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Utility Infrastructure Services
Quarterly Analysis
 
 
Three Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Utility infrastructure services revenues
 
$
454,300

 
$
395,204

Operating expenses:
 

 

Utility infrastructure services expenses
 
402,199

 
352,671

Depreciation and amortization
 
20,999

 
13,643

Operating income
 
31,102

 
28,890

Other income (deductions)
 
(477
)
 
(632
)
Net interest deductions
 
3,457

 
3,308

Income before income taxes
 
27,168

 
24,950

Income tax expense
 
7,474

 
5,714

Net income
 
19,694

 
19,236

Net income attributable to noncontrolling interest
 
776

 

Contribution to consolidated net income attributable to Centuri
 
$
18,918

 
$
19,236

In November 2018, Centuri acquired Linetec. The table above, therefore, includes results for Linetec only in the 2019 period, including $56.7 million of revenue and $3.1 million of net income attributable to Linetec during the three months ended June 30, 2019.
Utility infrastructure services revenues increased $59.1 million in the second quarter of 2019 when compared to the prior-year quarter, primarily due to the incremental revenues contributed by Linetec. In addition, revenue increased due to a higher volume of pipe replacement work under existing master services agreements and bid contracts, primarily in the eastern regions of the United States and in Canada. Revenue for 2018 included a $9 million negotiated settlement of an outstanding contract dispute associated with a water pipe replacement project.
Utility infrastructure services expenses increased $49.5 million in the second quarter of 2019 when compared to the prior-year quarter due primarily to $45.1 million of Linetec expenses and costs to complete additional pipe replacement work in the current-year quarter.
Depreciation and amortization expense increased $7.4 million between quarters. Approximately $6 million of the increase was attributable to the Linetec acquisition, including amortization of finite-lived intangible assets and depreciation of property and equipment of $1.2 million and $4.8 million, respectively, for the second quarter 2019. The remaining increase in depreciation was attributable to additional equipment purchased to support the growing volume of work being performed.


 
41
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Utility Infrastructure Services
Six-Month Analysis
 
 
Six Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Utility infrastructure services revenues
 
$
767,162

 
$
655,221

Operating expenses:
 
 
 
 
Utility infrastructure services expenses
 
702,664

 
611,623

Depreciation and amortization
 
40,926

 
26,160

Operating income
 
23,572

 
17,438

Other income (deductions)
 
398

 
(369
)
Net interest deductions
 
6,726

 
6,504

Income before income taxes
 
17,244

 
10,565

Income tax expense
 
5,006

 
3,127

Net income
 
12,238

 
7,438

Net income (loss) attributable to noncontrolling interest
 
1,351

 
(797
)
Contribution to consolidated net income attributable to Centuri
 
$
10,887

 
$
8,235

In November 2018, Centuri acquired Linetec. The table above, therefore, includes results for Linetec only in the 2019 period, including $104.3 million of revenue and $5.4 million of net income attributable to Linetec during the first six months of 2019.
Utility infrastructure services revenues increased $111.9 million during the first six months of 2019 when compared to the same period in the prior year, primarily due to the incremental revenues contributed by Linetec. In addition, revenue increased due to a higher volume of pipe replacement work under new and existing blanket and bid contracts, primarily in the eastern regions of the United States and in Canada.
Utility infrastructure services expenses increased $91 million during the first six months of 2019 when compared to the same prior-year period due to $83.1 million of Linetec expenses and costs to complete additional pipe replacement work, in addition to higher labor and equipment costs incurred to complete work during inclement weather conditions in the current period. Partially offsetting these increases were reductions in direct construction costs from changes in the mix of work with certain customers in the current year.
Depreciation and amortization expense increased $14.8 million between periods. Approximately $11.8 million of the increase is due to the Linetec acquisition, including amortization of finite-lived intangible assets and depreciation of property and equipment of $2.1 million and $9.7 million, respectively, in the current period. The remaining increase in depreciation was attributable to additional equipment purchased to support the growing volume of work being performed.


 
42
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Results of Utility Infrastructure Services
Twelve-Month Analysis
 
 
Twelve Months Ended
 
 
June 30,
 
 
2019
 
2018
 
 
(Thousands of dollars)
Utility infrastructure services revenues
 
$
1,634,226

 
$
1,409,263

Operating expenses:
 

 

Utility infrastructure services expenses
 
1,478,730

 
1,296,629

Depreciation and amortization
 
72,162

 
52,078

Operating income
 
83,334

 
60,556

Other income (deductions)
 
529

 
(272
)
Net interest deductions
 
14,412

 
11,357

Income before income taxes
 
69,451

 
48,927

Income tax expense
 
20,299

 
4,364

Net income
 
49,152

 
44,563

Net income (loss) attributable to noncontrolling interest
 
1,523

 
(650
)
Contribution to consolidated net income attributable to Centuri
 
$
47,629

 
$
45,213

Results for Linetec have been included in the table above during the period following the November 2018 acquisition date, including $118.4 million of revenue and $6.1 million of net income reflected in the twelve-month period ended in June 2019. Furthermore, in November 2017, Centuri acquired Neuco. Results for Neuco have been included following its acquisition date, including $155.8 million and $65.4 million of revenue, and $21.5 million and $5.2 million of net income, in each case, respectively, during the comparative twelve-month periods ended in June 2019 and 2018.
Utility infrastructure services revenues increased $225 million overall in the twelve-month period ended June 2019 compared to the twelve-month period ended June 2018, primarily due to the combined $208.8 million in incremental revenue noted above for Linetec and Neuco. In addition, revenue increased due to higher volume of pipe replacement work under new and existing blanket and bid contracts, primarily in the central United States, and certain non-routine projects (including customer-requested support during strike-related and emergency response situations primarily in the second half of 2018).
Revenue for the twelve-month period in 2018 included a $9 million negotiated settlement of an outstanding contract dispute from 2017 associated with a water pipe replacement project.
Utility infrastructure services expenses increased $182.1 million between periods, primarily due to related expenses for Linetec and Neuco of $93.2 million and $50.2 million, respectively, and additional replacement work and higher labor-related operating expenses to support growth in operations. Net gains on sale of equipment (reflected as an offset to Utility infrastructure services expenses) were $2.3 million and $3 million for the twelve-month periods of 2019 and 2018, respectively.
Depreciation and amortization expense increased $20.1 million between the current and prior-year periods. The increase was attributable to the incremental depreciation and amortization related to certain tangible and intangible assets recognized as a result of the Linetec and Neuco acquisitions, as well as increased depreciation on additional property and equipment purchased to support the growing volume of work being performed.
Net interest deductions increased $3.1 million between periods due primarily to interest expense and amortization of debt issuance costs associated with incremental borrowings under the $590 million secured revolving credit and term loan facility (primarily related to the Neuco and Linetec acquisitions), partially offset by lower borrowing rates on variable rate debt.
Income tax expense during the twelve-month period ending June 30, 2018 was favorably impacted by approximately $12 million of one-time tax benefits related to the remeasurement of Centuri’s deferred tax liabilities when U.S. tax reform was enacted in December 2017.

 
43
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019



Rates and Regulatory Proceedings
Southwest is subject to the regulation of the Arizona Corporation Commission (the “ACC”), the Public Utilities Commission of Nevada (the “PUCN”), the California Public Utilities Commission (the “CPUC”), and the Federal Energy Regulatory Commission (the “FERC”).
General Rate Relief and Rate Design
Rates charged to customers vary according to customer class and rate jurisdiction and are set by the individual state and federal regulatory commissions that govern Southwest’s service territories. Southwest makes periodic filings for rate adjustments as the cost of providing service (including the cost of natural gas purchased) changes, and as additional investments in new or replacement pipeline and related facilities are made. Rates are intended to provide for recovery of all commission-approved costs and a reasonable return on investment. The mix of fixed and variable components in rates assigned to various customer classes (rate design) can significantly impact cash flows of Southwest. Management has worked with its regulatory commissions in designing rate structures that strive to provide affordable and reliable service to its customers while mitigating the volatility in prices to customers and stabilizing returns to investors. Such rate structures were in place in all of Southwest’s operating areas during all periods for which results of natural gas operations are disclosed above.
Arizona Jurisdiction
Arizona General Rate Case. On May 1, 2019, Southwest filed a general rate case application to update the cost of service to reflect recent U.S. tax reform changes, including the return to customers of approximately $20.6 million of excess deferred income taxes, and capital investments of approximately $670 million, including post-test year additions, which include the southern Arizona LNG facility discussed below. Overall, the request includes an increase in revenue of approximately $57 million, including a proposed 10.3% return on equity relative to a capital structure of 51.1% equity. The request also includes the retention of a fully decoupled rate design, other previously approved regulatory mechanisms, and a new infrastructure tracking mechanism for specific plastic pipe. The request includes a proposal for a renewable natural gas program that authorizes Southwest to purchase renewable natural gas for its customers and to recover the cost as part of its purchased gas adjustment mechanism. A hearing in this matter is anticipated during the first quarter of 2020.
Delivery Charge Adjustment. The annual Delivery Charge Adjustment (“DCA”) is filed each April, which along with other reporting requirements, contemplates a rate to recover the over- or under-collected margin tracker amounts based on the balance at the end of the preceding calendar year. The DCA that was filed in April 2018 reflected the December 31, 2017 balance of approximately $40 million. Following a brief administrative delay, Southwest updated its request to instead include the balance at December 31, 2018 of $73 million. The ACC approved a surcharge to recover approximately $69 million, the difference of which relates to a one-time modification to reflect one-time benefits attributable to the impact of recent landmark U.S. tax reform on the decoupled balance existing at the enactment date of such reform. The updated rate became effective in May 2019.
Tax Reform. In February 2018, the ACC directed all Arizona utilities to address tax savings from the enactment of U.S. tax reform beginning January 1, 2018, through one of various means. In April 2018, Southwest filed an application with the ACC, requesting approval for a tax refund process or, in the alternative, the authority to file a general rate case to reflect tax reform. Ultimately, Southwest was instructed to refund customers a one-time credit to reflect the tax savings from January through July 2018, effective with Southwest’s August 2018 billing cycles. In addition, effective August 2018, per-therm surcredits were established and are effective until new cost-of-service rates are implemented following the conclusion of the general rate case filed in May 2019. These undertakings are expected to refund $20 million annually, as compared to rate levels established in the previously concluded general rate case effective April 2017. Through June 2019, Southwest has reflected relevant proportional amounts associated with the annualized $20 million as a reduction in revenue and is tracking monthly differences between amounts expected to be returned and amounts actually returned to customers, which has resulted in a liability balance of approximately $200,000 as of June 30, 2019. See related discussion above with regard to the DCA.
Liquefied Natural Gas (“LNG”) Facility. In January 2014, Southwest filed an application with the ACC seeking preapproval to construct, operate, and maintain a 233,000 dekatherm LNG facility in southern Arizona. This facility is intended to enhance service reliability and flexibility related to natural gas deliveries in the southern Arizona area by providing a local storage option, to be operated by Southwest and connected directly to its distribution system. A modified ACC order in December 2016, following land purchase and bid solicitation for the engineering, procurement, and construction of the facility, granted approval for construction and deferral of costs not to exceed $80 million. Construction began during the third quarter of 2017 and is currently in the testing phase. It is expected to be completed and available for use during the winter of 2019/2020. Through June 2019, Southwest has incurred approximately $68 million in capital expenditures toward the project (including land acquisition costs).

 
44
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


COYL Program. Southwest received approval, in connection with its 2010 Arizona general rate case, to implement a program to conduct leak surveys, and if leaks were present, to replace and relocate service lines and meters for Arizona customers whose meters were set off from the customer’s home, representing a non-traditional configuration. “Phase II” of the COYL program included the replacement of non-leaking COYLs. The surcharge is revised annually as the program progresses. In the annual filing made in February 2019, Southwest requested to increase its surcharge revenue by $3.2 million (to $6.7 million overall) related to the revenue requirement associated with $26.6 million in capital projects completed under both phases during 2018. The Commission Staff issued a report and recommendation to the ACC that the COYL program, including the pending request, be reviewed in conjunction with Southwest’s pending general rate case, resolution of which is expected in the second quarter of 2020.
Vintage Steel Pipe (“VSP”) Program. Southwest received approval, in connection with its 2016 Arizona general rate case, to implement a VSP replacement program. Southwest currently has approximately 6,000 miles of pre-1970s vintage steel pipe in Arizona. Southwest proposed to start replacing the pipe on an accelerated basis and to recover the costs through an annual surcharge filing that is made in February of each year. The surcharge is designed to be revised annually as the program progresses. Southwest replaced approximately 119 miles of vintage steel pipe during 2018 totaling approximately $100 million, and is targeting a similar amount for projects during 2019. In the February 2019 VSP filing, Southwest requested to increase its surcharge revenue by $9.5 million (to $11.9 million) related to 2018 expenditures. The Commission Staff issued a report and recommendation to the ACC that the VSP program, including the pending request, be reviewed in conjunction with Southwest’s pending general rate case, resolution of which is expected in the second quarter of 2020.
Customer Data Modernization Initiative. Southwest is embarking on an initiative to replace both its customer service system and gas transaction system, which are collectively referred to as the Customer Data Modernization Initiative (the “CDMI”). In March 2019, Southwest filed an application with the ACC seeking an accounting order which, if approved, would authorize Southwest to track and defer all costs associated with the CDMI to mitigate adverse financial implications associated with this significant multi-year project. Total cost for the CDMI is estimated at $174 million, approximately $96 million of which would be allocable to the Arizona rate jurisdiction. The initiative is currently expected to be completed during the third quarter of 2021. Resolution of this request is expected before the end of 2019.
California Jurisdiction
California General Rate Case. As part of the most recent Southwest general rate case application, with rates effective June 2014, the CPUC authorized an overall revenue increase of $7.1 million, a Post-Test Year (“PTY”) Ratemaking Mechanism, which allowed for attrition increases of 2.75% annually for 2015 to 2018, a depreciation reduction as requested, a limited COYL inspection program for schools, and an Infrastructure Reliability and Replacement Adjustment Mechanism (“IRRAM”) to recover the costs associated with the new limited COYL program. The CPUC decision also provided for a two-way pension balancing account to track differences between authorized and actual pension funding amounts.
In December 2016, Southwest filed to modify the most recent general rate case decision to extend the current rate case cycle by two years, including extension of the annual 2.75% PTY attrition adjustments for 2019 and 2020, which was approved by the CPUC in June 2017. Southwest expects to file a general rate case application in the third quarter of 2019.
Tax Reform. In its 2017 decision approving Southwest’s request to extend the filing date of its next general rate case, the CPUC also directed Southwest to track income tax expenses resulting from mandatory or elective changes in tax law, procedure, or policy. The purpose is to identify differences between Southwest’s authorized income tax expenses and its actual incurred income tax expenses, the result of which would be reviewed in Southwest’s next general rate case. Through the second quarter of 2019, Southwest reflected $2.9 million as a reserve for amounts attributable to the impact of U.S. tax reform on the ratemaking revenue requirement. Southwest does not currently anticipate making an ad hoc filing in advance of the next general rate case filing to implement rate changes resulting from U.S. tax reform.
Attrition Filing. In November 2018, Southwest made its latest annual PTY attrition filing, requesting annual revenue increases of $2 million in southern California, $542,000 in northern California, and $271,000 for South Lake Tahoe. This filing was approved in December 2018 and rates were made effective in January 2019. At the same time, rates were updated to recover the regulatory asset associated with the revenue decoupling mechanism, or margin tracker.
Greenhouse Gas (“GHG”) Compliance. California Assembly Bill Number 32 and the regulations promulgated by the California Air Resources Board, require Southwest, as a covered entity, to comply with all applicable requirements associated with California GHG emissions reporting and the California Cap and Trade Program. The CPUC issued a decision in March 2018 adopting an allocation methodology to distribute the net revenues or costs for years 2015-2017 beginning in the second quarter of 2018. Southwest began amortizing its then existing net cost balance over a 12-month period with recovery rates effective July 2018 for all applicable rate schedules. In addition, for years 2019-2020, the decision directed the adoption of an allocation methodology to distribute the revenue proceeds through a California Climate Credit to active residential customers in April of each year, following

 
45
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


initial required credits in October 2018. GHG compliance costs recovered through rates (including transportation customer rates) have no impact on earnings overall.
Customer Data Modernization Initiative. As discussed above for Arizona, Southwest is embarking on an initiative to replace both its customer service system and its gas transaction system, collectively referred to as its CDMI. On April 26, 2019, Southwest filed an application with the CPUC seeking authority to establish a two-way, interest bearing balancing account to record costs associated with the CDMI to mitigate adverse financial implications associated with this significant multi-year project. Total cost for the CDMI is estimated at $174 million, approximately $19 million of which would be allocable to the California rate jurisdiction. Resolution of this request is expected in the first quarter of 2020.
Nevada Jurisdiction
Nevada General Rate Case. Southwest filed its most recent general rate case with the PUCN in May 2018 and updated the request following the certification period ending in July 2018. The filing requested a statewide overall revenue increase of approximately $29.7 million.
The PUCN issued a rate case decision in December 2018, which authorized a return on equity (“ROE”) of 9.25% relative to the Company’s proposed capital structure of 49.66% equity applicable to both southern and northern Nevada and provided for an overall revenue increase of $9.5 million in southern Nevada and a revenue decrease in northern Nevada of $2 million. New rates associated with the PUCN’s decision became effective in January 2019.
The rate relief was lower than the amounts requested due to several factors, including the 9.25% granted return on equity, as opposed to a requested 10.3%, and the exclusion from rates at this time of costs attributable to several software applications, albeit allowing the Company to request recovery in its next general rate case filing. In response to the PUCN’s decision, management filed a Petition for Reconsideration (the “Petition”) of several rate case issues in January 2019. The PUCN Staff also filed a Petition for Reconsideration requesting several technical clarifications on the rate case decision with respect to how to calculate the intended results of the decision. The PUCN, in turn, issued a decision regarding both petitions in February 2019 that modified certain parts of the original order, but granted no further rate relief. The modified final decision resulted in a revenue increase of $9.2 million in southern Nevada and a revenue decrease in northern Nevada of $2.1 million. The decision included a reduction in depreciation expense of $800,000 and overall, resulted in a net increase in revenues of $7.1 million and an increase in operating income of $7.9 million. The resulting modified rates became effective March 2019. Management decided to seek judicial review of the Commission’s rate order, the resolution of which is expected by the end of 2019.
General Revenues Adjustment. As part of the Annual Rate Adjustment (“ARA”) filing in 2018, the PUCN authorized rate adjustments associated with the General Revenues Adjustment (“GRA”), to recover $5.6 million from customers during 2019. The continuation of the GRA was affirmed as part of the December 2018 rate case decision. While there is no impact to net income overall from this rate adjustment, operating cash flows will increase as the associated regulatory asset balance is recovered. In June 2019, Southwest made its 2019 ARA filing in which it requested to update the GRA to reflect the current over-collected balances in both southern and northern Nevada. The proposal would provide a decrease in cash flows of approximately $8 million in southern Nevada and an increase of approximately $2 million in northern Nevada, but have no impact to operating margin or earnings overall. Proposed changes related to the 2019 ARA will be considered by the Commission during the fourth quarter 2019, with rates effective January 2020.
Infrastructure Replacement Mechanism. In 2014, the PUCN approved final rules for the GIR mechanism which defers and recovers certain costs associated with accelerated replacement of qualifying infrastructure that would not otherwise currently provide incremental revenues. Associated with the replacement of various types of pipe infrastructure under the mechanism (Early Vintage Plastic Pipe (“EVPP”), COYL, and VSP), generally on an annual basis, Southwest files a GIR “Advance Application” in May and a “Rate Application,” generally in October. In June 2018, Southwest filed its Advance Application requesting authorization to replace qualifying infrastructure with projects totaling $228 million to be completed over a three-year period (2019-2021), with a total annualized revenue requirement (following the three-year replacement period) of approximately $21.7 million. Historically, Southwest has requested approval of projects on an annual basis; however, it requested to move to a multi-year approval process for projects to improve operational flexibility and enhance coordination with contractors and governmental agencies. The PUCN issued a decision limiting its approval to the 2019 projects, resulting in an approval of $34.3 million for projects to be completed in 2019 (EVPP $9.3 million, COYL $1.3 million, and VSP $23.7 million).
The Rate Application is generally filed each October to reset the GIR recovery surcharge related to previously approved and completed projects, with new rates becoming effective each January. During the third quarter of 2018, management proposed to adjust the GIR surcharge rate as part of the rate case in lieu of filing a separate application, which was approved and implemented in January 2019. It is expected to result in incremental annual margin of approximately $6 million.

 
46
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Conservation and Energy Efficiency (“CEE”). The PUCN allows deferral (and later recovery) of approved conservation and energy efficiency costs, recovery rates for which are adjusted in the annual rate adjustment filing. As part of the 2018 ARA filing, Southwest requested and received modified rates, effective January 2019, which are expected to result in annualized margin decreases of $4.1 million in southern Nevada and $58,000 in northern Nevada. There is, however, no anticipated impact to net income overall from these changes as amortization expense is reduced by approximately the same amounts. In June 2019, Southwest made its 2019 ARA filing which proposes annualized margin increases of $3.2 million and $880,000 in southern and northern Nevada, respectively. These changes, if approved, would have no impact on earnings overall as amounts would also be reflected in amortization expense. Proposed changes related to the 2019 ARA will be considered by the Commission during the fourth quarter 2019, with rates effective January 2020.
Expansion and Economic Development Legislation. In January 2016, final regulations were approved by the PUCN associated with legislation (“SB 151”) previously introduced and signed into law in Nevada. The legislation authorized natural gas utilities to expand their infrastructure to provide service to unserved and underserved areas in Nevada.
In November 2017, Southwest filed for preapproval of a project to extend service to Mesquite, Nevada, in accordance with the SB 151 regulations. Ultimately, the PUCN issued an order approving Southwest’s proposal to expand natural gas infrastructure to Mesquite, including a capital investment of approximately $28 million and the construction of approximately 37 miles of distribution pipeline (including the approach main). The cost is expected to be recovered through volumetric rates from all southern Nevada customers (including new customers in Mesquite). The annual revenue requirement associated with the project is approximately $2.8 million. Southwest conducted preliminary design work and began serving certain customers with an approved virtual pipeline network in February 2019, which provides temporary natural gas supply using portions of the approved distribution system and compressed natural gas tanks. It is estimated that permitting and construction of the approach main to bring the permanent supply to Mesquite and construction of the remaining approved distribution system could take approximately two years to complete.
In June 2019, Southwest filed for preapproval to construct the infrastructure necessary to expand natural gas service to Spring Creek, Nevada, and implement a cost recovery methodology to timely recover the associated revenue requirement consistent with the SB 151 regulations. Proposed expansion to the Spring Creek area near Elko, Nevada, consists of an approach main, two regulator stations, and interior backbone plus the extension of the distribution system from the interior backbone system. This area has a population of approximately 16,500, with approximately 20 percent of the existing 5,000 potential customers expressing interest in taking natural gas service, if available. The total capital investment is estimated to be $61.9 million. Economic feasibility would be subject to cost recovery afforded under the SB 151 regulations. Resolution of this request is expected in the first quarter of 2020.
Customer Data Modernization Initiative. As indicated in the other jurisdictions, Southwest is embarking on an initiative to replace both its customer service system and gas transaction system, collectively referred to as the CDMI. In March 2019, Southwest filed a request seeking authority to establish a regulatory asset to defer the revenue requirement related to the CDMI to mitigate the financial attrition associated with this significant multi-year project. Of the total $174 million estimated cost of the CDMI, approximately $59 million would be allocable to the Nevada rate jurisdictions. Resolution of this request is expected before the end of 2019.
Federal Energy Regulatory Commission (“FERC”) Jurisdiction
General Rate Case. Paiute Pipeline Company (“Paiute”), a wholly owned subsidiary of Southwest, filed a general rate case application with the FERC May 31, 2019 to update the cost of service to reflect recent U.S. tax reform changes, capital investments and other changes in its cost of service since its last general rate case. The request includes an increase in revenue of approximately $7 million, including a proposed 14.84% return on equity relative to a hypothetical capital structure of 56% equity. Paiute is also proposing to continue its current rate structure for its customer categories. Paiute requested rates associated with this filing to be put in place July 1, 2019; however, the rate increase request was suspended until December 2019. It is not uncommon for suspension/delay to occur related to requests for increases, in order to permit the FERC time to review the proposed changes. Rate decreases associated with the Elko Incremental Facilities Charge; 2010 Expansion Incremental Facilities Surcharge; and the 2015 Elko Area Expansion Incremental Facilities Surcharge were placed into effect July 1, 2019.
Tax Reform.  The FERC issued a Notice of Proposed Rulemaking (“NOPR”) on whether the federal income tax changes from U.S. tax reform cause pipeline rates to no longer be just and reasonable. The NOPR provided for pipelines to file a FERC Form No. 501‑G to evaluate the impact of tax reform on their revenue requirement. In July 2018, the FERC issued a final rule (Order No. 849), effective in September 2018, adopting procedures for determining which jurisdictional pipelines may be collecting unjust and unreasonable rates in light of tax reform. Paiute filed its Form No. 501-G in the fourth quarter of 2018. Two of Paiute’s shippers requested that FERC evaluate Paiute’s rates and/or take action to ensure that Paiute’s customers are afforded the relief contemplated in Order No. 849. The FERC terminated Paiute’s 501‑G proceeding since Paiute filed its general rate case application on May 31,

 
47
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


2019. In November 2018, Southwest Gas Transmission Company (“SGTC”), also a FERC-regulated subsidiary of Southwest, filed an uncontested, prepackaged settlement in lieu of filing the FERC Form No. 501-G, with no material impacts overall. FERC issued an Order approving the settlement in December 2018, and new rates became effective in January 2019.
PGA Filings
The rate schedules in all of Southwest’s service territories contain provisions that permit adjustment to rates as the cost of purchased gas changes. These deferred energy provisions and purchased gas adjustment clauses are collectively referred to as “PGA” clauses. Differences between gas costs recovered from customers and amounts paid for gas by Southwest result in over- or under-collections. At June 30, 2019, under-collections in northern and southern Nevada resulted in an asset of $58.2 million and over-collections in Arizona and California resulted in a liability of $89.7 million on the Company’s and Southwest’s Condensed Consolidated Balance Sheets. During the third quarter of 2018, a $49 million refund was received by Southwest from El Paso Natural Gas, L.L.C. (“EPNG”) as part of a rate case settlement, the majority of which related to Southwest’s transmission service into Arizona and resulted in the recognition of amounts received being payable to customers in association with Deferred purchased gas costs. This amount is included in the over-collected balance noted above. In October 2018, Southwest filed an application with the ACC requesting an alternate methodology for refunding the EPNG funds allocated to the Arizona rate jurisdiction customers, which would have involved offsetting sizable amounts receivable from Arizona customers under the DCA mechanism. This proposal was offered as an alternative to refunding the amounts through the PGA in order to provide administrative efficiency. Ultimately, the ACC considered the EPNG issue separately and approved, effective May 1, 2019, the return of the EPNG rate case settlement dollars as a special per-therm PGA credit, which is expected to be in place for approximately twelve months.
Filings to change rates in accordance with PGA clauses are subject to audit by state regulatory commission staffs. PGA changes impact cash flows but have no direct impact on profit margin. However, gas cost deferrals and recoveries can impact comparisons between periods of individual consolidated income statement components. These include Gas operating revenues, Net cost of gas sold, Net interest deductions, and Other income (deductions).
The following table presents Southwest’s outstanding PGA balances receivable/(payable) (thousands of dollars):
 
 
June 30, 2019
 
December 31, 2018
 
June 30, 2018
Arizona
 
$
(87,692
)
 
$
(72,878
)
 
$
(9,167
)
Northern Nevada
 
9,967

 
4,928

 
(4,555
)
Southern Nevada
 
48,273

 
(5,951
)
 
(7,364
)
California
 
(2,041
)
 
(933
)
 
(5,279
)
 
 
$
(31,493
)
 
$
(74,834
)
 
$
(26,365
)
Capital Resources and Liquidity
Historically, cash on hand and cash flows from operations have provided a substantial portion of cash used in investing activities (primarily for construction expenditures and property additions). In recent years, the Company has accelerated pipe replacement activities to fortify system integrity and reliability, notably in association with gas infrastructure replacement programs as discussed previously. This accelerated activity has necessitated the issuance of both debt and equity securities to supplement cash flows from operations. The Company endeavors to maintain an appropriate balance of equity and debt to maintain strong investment-grade credit ratings, which should minimize interest costs.
Cash Flows
Southwest Gas Holdings, Inc.:
Operating Cash Flows. Cash flows provided by consolidated operating activities increased $31 million in the first six months of 2019 as compared to the same period of 2018. The improvements in cash flows included an increase in net income, benefits from depreciation, and impacts of working capital components overall, offset by reduction/return of amounts under purchased gas adjustment mechanisms.
Investing Cash Flows. Cash used in consolidated investing activities increased $148 million in the first six months of 2019 as compared to the same period of 2018. The change was primarily due to increased construction expenditures in the natural gas operations segment, including scheduled and accelerated replacement activity, as well as the remittance of a portion of purchase consideration previously held back in association with the recent acquisition of Linetec (see Note 12 – Business Acquisitions).
Financing Cash Flows. Net cash provided by consolidated financing activities increased $78 million in the first six months of 2019 as compared to the same period of 2018. The increase was primarily due to the issuance of common stock under both an earlier equity registration and a recent Equity Shelf Program initiated in May 2019, in addition to higher payments in the prior year by Southwest of short-term balances under its revolving credit facility. Borrowing and repayment of long-term debt

 
48
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


arrangements were generally aligned between periods, as the recent issuance by Southwest of $300 million in Senior Notes resulted in an initial reduction of outstanding long-term borrowings under its revolving credit facility. See Note 6 – Common Stock and Note 7 – Long-Term Debt.
The Company received approximately $74.2 million in net stock proceeds during the second quarter of 2019 under its Equity Shelf Program. Also during the three months ended June 30, 2019, the Company issued 32,000 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan (“DRSPP”), raising approximately $2.8 million. It also issued the $23 million under an earlier equity shelf program during the first quarter of 2019.
The capital requirements and resources of the Company generally are determined independently for the natural gas operations and utility infrastructure services segments. Each business activity is generally responsible for securing its own external debt financing sources. However, the holding company may raise funds through stock issuance or other external financing sources in support of each business segment, as discussed in Note 6 – Common Stock.
Southwest Gas Corporation:
Operating Cash Flows. Cash flows provided by operating activities increased $16 million in the first six months of 2019 as compared to the same period of 2018. The increase in operating cash flows was attributable to an increase in net income, benefits from depreciation, and the impacts of working capital components overall. Offsetting those increases were the impacts related to deferred purchased gas costs noted above.
Investing Cash Flows. Cash used in investing activities increased $79 million in the first six months of 2019 as compared to the same period of 2018. The change was primarily due to additional construction expenditures, as indicated above.
Financing Cash Flows. Net cash provided by financing activities increased $80 million in the first six months of 2019 as compared to the same period of 2018. The increase was primarily due to an increase in capital contributions from Southwest Gas Holdings, Inc. compared to the prior-period, and higher payments in the prior year related to short-term balances under Southwest’s revolving credit facility. As indicated above, Southwest utilized funds from its $300 million Senior Notes in May 2019 to initially reduce amounts outstanding under its revolving credit facility and commercial paper program.
Gas Segment Construction Expenditures and Financing
During the twelve-month period ended June 30, 2019, construction expenditures for the natural gas operations segment were $762 million. The majority of these expenditures represented costs associated with scheduled and accelerated replacement of existing transmission, distribution, and general plant. Cash flows from operating activities of Southwest were $399 million during this time and provided approximately 47% of construction expenditures and dividend requirements.
Management estimates natural gas segment construction expenditures during the three-year period ending December 31, 2021 will be approximately $2.1 billion. Of this amount, approximately $710 million is scheduled to be incurred in 2019. Southwest plans to continue to request regulatory support as necessary and appropriate to accelerate projects that improve system flexibility and reliability (including replacement of early vintage plastic and steel pipe). Southwest may expand existing, or initiate new, programs. Significant replacement activities are expected to continue well beyond the next few years. See also Rates and Regulatory Proceedings for discussion of Nevada infrastructure, Arizona COYL and VSP programs, the Arizona LNG facility, and Spring Creek in Nevada. During the three-year period, cash flows from operating activities of Southwest are expected to provide approximately 45% to 50% of the funding for gas operations total construction expenditures and dividend requirements. Any additional cash requirements are expected to be provided by existing credit facilities, equity contributions from the Company, and/or other external financing sources. The timing, types, and amounts of any additional external financings will be dependent on a number of factors, including the cost of gas purchases, conditions in the capital markets, timing and amounts of rate relief, timing differences between U.S. federal taxes embedded in customer rates and amounts implemented under tax reform, as well as growth levels in Southwest’s service areas and earnings. External financings could include the issuance of debt securities, bank and other short-term borrowings, and other forms of financing.
In May 2019, Southwest issued $300 million in 4.15% Senior Notes at a discount of 0.051%. The notes will mature in June 2049. A portion of the proceeds were used to repay amounts then outstanding under Southwest’s credit facility and commercial paper program.
In May 2019, the Company filed with the SEC an automatic shelf registration statement for the offer and sale of up to $300 million of common stock from time to time in at-the-market offerings under the prospectus included therein in accordance with the Sales Agency Agreement, dated May 8, 2019, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). The Company issued $75 million under this multi-year program during the second quarter of 2019.

 
49
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


In March 2018, Southwest issued $300 million in 3.7% Senior Notes at a discount of 0.185%. The notes will mature in April 2028. The proceeds were used to repay amounts then outstanding under the revolving portion of its credit facility and under the commercial paper program.
In March 2017, the Company filed an earlier automatic shelf registration statement with the SEC for the offer and sale of up to $150 million of common stock from time to time in at-the-market offerings under the related prospectus and sales agency agreement. The Company issued the full capacity of this equity program, concluding during the quarter ended March 31, 2019.
During the twelve months ended June 30, 2019, 1,410,663 shares were issued in at-the-market offerings at an average price of $84.02 per share with gross proceeds of $118.5 million, agent commissions of $1.2 million, and net proceeds of $117.3 million under the Company’s equity shelf programs noted above. See Note 6 – Common Stock for more information.
Bonus Depreciation
In 2017, with the enactment of U.S. tax reform, the bonus depreciation deduction percentage changed from 50% to 100% for “qualified property” placed in service after September 27, 2017 and before 2023. The bonus depreciation tax deduction phases out starting in 2023, by 20% for each of the five following years. Qualified property excludes most public utility property. The Company estimates bonus depreciation will defer the payment of approximately $30 million ($4 million of which relates to utility operations) of federal income taxes for 2019.
Dividend Policy
Dividends are payable on the Company’s common stock at the discretion of the Board of Directors (the “Board”). In setting the dividend rate, the Board currently targets a payout ratio of 55% to 65% of consolidated earnings per share and considers, among other factors, current and expected future earnings levels, our ongoing capital expenditure plans and expected external funding needs, in addition to our ability to maintain strong credit ratings and liquidity. The Company has paid dividends on its common stock since 1956 and has increased that dividend each year since 2007. In February 2019, the Board elected to increase the quarterly dividend from $0.52 to $0.545 per share, representing a 4.8% increase, effective with the June 2019 payment.
Liquidity
Liquidity refers to the ability of an enterprise to generate sufficient amounts of cash through its operating activities and external financing to meet its cash requirements. Several general factors (some of which are out of the control of the Company) that could significantly affect liquidity in future years include: variability of natural gas prices, changes in the ratemaking policies of regulatory commissions, regulatory lag, customer growth in the natural gas segment’s service territories, the ability to access and obtain capital from external sources, interest rates, changes in income tax laws, pension funding requirements, inflation, and the level of earnings. Natural gas prices and related gas cost recovery rates, as well as plant investment, have historically had the most significant impact on liquidity.
On an interim basis, Southwest defers over- or under-collections of gas costs to PGA balancing accounts. In addition, Southwest uses this mechanism to either refund amounts over-collected or recoup amounts under-collected as compared to the price paid for natural gas during the period since the last PGA rate change went into effect. At June 30, 2019, the combined balance in the PGA accounts totaled an over-collection of $31 million, which included the payment received from the EPNG rate case settlement of $49 million, to be refunded to customers. See PGA Filings for more information.
Southwest Gas Holdings, Inc. has a credit facility with a borrowing capacity of $100 million that expires in March 2022. The Company intends to utilize this facility for short-term financing needs. At June 30, 2019, no borrowings were outstanding under this facility.
Southwest has a credit facility, with borrowing capacity of $400 million, which expires in March 2022. Southwest designates $150 million of the facility for long-term borrowing needs and the remaining $250 million for working capital purposes. The maximum amount outstanding on the long-term portion of the credit facility (including a commercial paper program, as noted below) during the first six months of 2019 was $150 million. As of June 30, 2019, $46 million was outstanding under the long-term portion of the facility. The maximum amount outstanding on the short-term portion of the credit facility during the first six months of 2019 was $216 million. As of June 30, 2019, no borrowings were outstanding on the short-term portion of this credit facility. The credit facility can be used as necessary to meet liquidity requirements, including temporarily financing under-collected PGA balances, if any, or meeting the refund needs of over-collected balances. This credit facility has been adequate for Southwest’s working capital needs outside of funds raised through operations and other types of external financing. As indicated, any additional cash requirements would include the existing credit facility, equity contributions from the Company, and/or other external financing sources.

 
50
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Southwest has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by Southwest’s current revolving credit facility and, therefore, does not represent additional borrowing capacity. Any borrowing under the commercial paper program during 2019 will be designated as long-term debt. Interest rates for the commercial paper program are calculated at the current commercial paper rate during the borrowing term. At June 30, 2019, there were no borrowings outstanding under this program.
Centuri has a senior secured revolving credit and term loan facility with borrowing capacity of $590 million (refer to Note 7 – Long-Term Debt). The line of credit portion of the facility is $325 million; amounts borrowed and repaid under the revolving credit facility are available to be re-borrowed. The term loan facility portion has a limit of approximately $265 million. The $590 million credit and term loan facility expires in November 2023. The $590 million revolving credit and term loan facility is secured by substantially all of Centuri’s assets except those explicitly excluded under the terms of the agreement (including owned real estate and certain certificated vehicles). Centuri assets securing the facility at June 30, 2019 totaled $1.3 billion. The maximum amount outstanding on the revolving credit facility during the first six months of 2019 was $88 million, which was the same amount outstanding at June 30, 2019. As of June 30, 2019, there was $253 million outstanding on the term loan facility portion. Also at June 30, 2019, there was approximately $216 million, net of letters of credit, available under the line of credit.
It is currently anticipated that LIBOR may be discontinued as a benchmark or reference rate after 2021. As of June 30, 2019, $0 borrowings were outstanding for the holding company under its credit facility (see Note 8 – Short-Term Debt), and therefore, there was no related indebtedness with reference to LIBOR. However, all of Southwest’s outstanding borrowings of $46 million under its credit facility and approximately $215 million of Centuri’s indebtedness under its facility have interest rates with reference to LIBOR and credit facility maturity dates that extend beyond 2021. The outstanding amounts reflect approximately 2% of total Southwest long-term debt and 11% of long-term debt (including current maturities) for the Company overall. The Company intends to continue to monitor developments with respect to alternative rates and take appropriate steps, that will include Southwest and Centuri working with lenders to determine the appropriate alternative reference rate for variable rate indebtedness, in order to mitigate the impact of the discontinuation on financial condition and results of operations. However, at this time the Company and Southwest can provide no assurances as to the impact a LIBOR discontinuation will have on their financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.


 
51
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


Forward-Looking Statements
This quarterly report contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”). All statements other than statements of historical fact included or incorporated by reference in this quarterly report are forward-looking statements, including, without limitation, statements regarding the Company’s plans, objectives, goals, intentions, projections, strategies, future events or performance, negotiations, and underlying assumptions. The words “may,” “if,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “continue,” “forecast,” “intend,” “endeavor,” “promote,” “seek,” and similar words and expressions are generally used and intended to identify forward-looking statements. For example, statements regarding operating margin patterns, customer growth, the composition of our customer base, price volatility, seasonal patterns, payment of debt, interest savings, the Company’s COLI strategy, replacement market and new construction market, expected impacts of valuation adjustments associated with the redeemable noncontrolling interest in Linetec, the impacts of the U.S. tax reform including disposition in regulatory proceedings and bonus depreciation tax deductions, the impact of recent PHMSA rulemaking, the amounts and timing for completion of estimated future construction expenditures, including the LNG facility in southern Arizona, plans to pursue infrastructure programs or programs under SB151 legislation, forecasted operating cash flows and results of operations, net earnings impacts from gas infrastructure replacement surcharges, funding sources of cash requirements, amounts generally expected to be reflected in 2019 or future period revenues from regulatory rate proceedings including amounts requested from the recently filed Arizona general rate case, the approved recovery of the Arizona DCA balance, the outcome of judicial review of the recently concluded Nevada rate case, the anticipated timing of the Company’s reincorporation in Delaware, rates and surcharges, PGA, and other rate adjustments, sufficiency of working capital and current credit facilities, bank lending practices, the Company’s views regarding its liquidity position, ability to raise funds and receive external financing capacity and the intent and ability to issue various financing instruments and stock under the December 2017 shelf registration statement or otherwise, future dividend increases and the Board’s current target dividend payout ratio, pension and postretirement benefits, certain impacts of tax acts, the effect of any rate changes or regulatory proceedings, contract or construction change order negotiations, impacts of accounting standard updates, infrastructure replacement mechanisms and COYL programs, statements regarding future gas prices, gas purchase contracts and derivative financial instruments, recoverability of regulatory assets, the impact of certain legal proceedings, and the timing and results of future rate hearings, including the multi-jurisdictional filings for recovery of the CDMI, and approvals are forward-looking statements. All forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act.
A number of important factors affecting the business and financial results of the Company could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, customer growth rates, conditions in the housing market, the ability to recover costs through the PGA mechanisms or other regulatory assets, the effects of regulation/deregulation, governmental or regulatory policy regarding natural gas or alternative energy, the regulatory support for ongoing infrastructure programs, the timing and amount of rate relief, the timing and methods determined by regulators to refund amounts to customers resulting from U.S. tax reform, changes in rate design, variability in volume of gas or transportation service sold to customers, changes in gas procurement practices, changes in capital requirements and funding, the impact of conditions in the capital markets on financing costs, the impact of variable rate indebtedness associated with a discontinuance of LIBOR including in relation to amounts of indebtedness then outstanding, changes in construction expenditures and financing, changes in operations and maintenance expenses, effects of pension expense forecasts, accounting changes and regulatory treatment related thereto, currently unresolved and future liability claims, changes in pipeline capacity for the transportation of gas and related costs, results of Centuri bid work, Centuri’s projections about the acquired business’ earnings (including accretion within the first twelve months) and future acquisition-related costs, impacts of changes in value of the redeemable noncontrolling interest if at other than fair value, resolution of events subject to cash consideration held back associated with representations, warranties, and other estimates including working capital adjustments related to the Linetec acquisition and impacts from final purchase accounting related thereto, Centuri utility infrastructure expenses, differences between actual and originally expected outcomes of Centuri bid or other fixed-price construction agreements, outcomes from contract and change order negotiations, ability to successfully procure new work, impacts from work awarded or failing to be awarded from significant customers, the mix of work awarded, the amount of work awarded to Centuri following the lifting of work stoppages or reduction, acquisitions, and management’s plans related thereto, competition, our ability to raise capital in external financings, our ability to continue to remain within the ratios and other limits subject to our debt covenants, and ongoing evaluations in regard to goodwill and other intangible assets. In addition, the Company can provide no assurance that its discussions regarding certain trends relating to its financing and operating expenses will continue or cease to continue in future periods. For additional information on the risks associated with the Company’s business, see Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Annual Report on Form 10‑K for the year ended December 31, 2018.


 
52
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


All forward-looking statements in this quarterly report are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. We caution you not to unduly rely on any forward-looking statement(s).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Item 7A. Quantitative and Qualitative Disclosures about Market Risk in the 2018 Annual Report on Form 10-K filed with the SEC. No material changes have occurred related to the disclosures about market risk.
ITEM 4. CONTROLS AND PROCEDURES
Management of Southwest Gas Holdings, Inc. and Southwest Gas Corporation has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in their respective reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to management of each company, including each respective Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and benefits of controls must be considered relative to their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the control. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Based on the most recent evaluation, as of June 30, 2019, management of Southwest Gas Holdings, Inc., including the Chief Executive Officer and Chief Financial Officer, believes the Company’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2019 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
Based on the most recent evaluation, as of June 30, 2019, management of Southwest Gas Corporation, including the Chief Executive Officer and Chief Financial Officer, believes Southwest’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.
There have been no changes in Southwest’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2019 that have materially affected, or are likely to materially affect Southwest’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is named as a defendant in various legal proceedings. The ultimate dispositions of these proceedings are not presently determinable; however, it is the opinion of management that none of this litigation individually or in the aggregate will have a material adverse impact on the Company’s financial position or results of operations.
ITEMS 1A through 3. None.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable.
ITEM 5. OTHER INFORMATION None.

 
53
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


ITEM 6. EXHIBITS
The following documents are filed, or furnished, as applicable, as part of this report on Form 10-Q:
Exhibit 4.01
 
 
 
 
Exhibit 4.02
 
 
 
 
Exhibit 4.03
 
 
 
 
Exhibit 31.01
-
 
 
 
Exhibit 31.02
-
 
 
 
Exhibit 32.01
-
 
 
 
Exhibit 32.02
-
 
 
 
Exhibit 101.INS
-
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
 
 
Exhibit 101SCH
-
XBRL Schema Document
 
 
 
Exhibit 101.CAL
-
XBRL Calculation Linkbase Document
 
 
 
Exhibit 101.DEF
-
XBRL Definition Linkbase Document
 
 
 
Exhibit 101.LAB
-
XBRL Label Linkbase Document
 
 
 
Exhibit 101.PRE
-
XBRL Presentation Linkbase Document


 
54
 

SOUTHWEST GAS HOLDINGS, INC.
  
Form 10-Q
SOUTHWEST GAS CORPORATION
  
June 30, 2019


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Southwest Gas Holdings, Inc.
(Registrant)
Date: August 7, 2019
 
/s/ LORI L. COLVIN
Lori L. Colvin
Vice President/Controller and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Southwest Gas Corporation
(Registrant)
Date: August 7, 2019
 
/s/ LORI L. COLVIN
Lori L. Colvin
Vice President/Controller and Chief Accounting Officer


 
55