Current Report on Form 8-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

Form 8-K/A
CURRENT REPORT

     
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2003
     

SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)

     
California
(State or other jurisdiction of
incorporation or organization)


5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada

(Address of principal executive offices)
1-7850
(Commission
File Number)
88-0085720
(I.R.S. Employer
Identification No.)


89193-8510
(Zip Code)


Registrant's telephone number, including area code: (702) 876-7237








Item 7.  Financial Statements and Exhibits.

(c)   Exhibit

99    Press Release dated April 29, 2003.

Item 9.  Regulation FD Disclosure (the following discussion is furnished under “Item 12. Results of Operations and Financial
              Condition”).

The Summary Unaudited Operating Results included in the Form 8-K furnished on April 29, 2003 inadvertently contained operating results for the quarters and twelve months ended March 31, 2002 and 2001. This Form 8-K/A includes Summary Unaudited Operating Results for the quarters and twelve months ended March 31, 2003 and 2002. The revised version of the 8-K is set forth below in its entirety.

In accordance with SEC Release Nos. 33-8216 and 34-47583, the following information, required to be furnished under “Item 12. Results of Operations and Financial Condition,” is furnished under “Item 9. Regulation FD Disclosure.”

On April 29, 2003, Southwest Gas Corporation (the Company) released summary financial information to the general public, including the investment community, regarding the Company’s operating performance for the quarter and twelve months ended March 31, 2003. A copy of the Company’s press release is attached hereto as Exhibit 99.

This Form 8-K/A and the attached exhibit are provided under Item 12 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.




SOUTHWEST GAS CORPORATION
SUMMARY UNAUDITED OPERATING RESULTS

(In thousands, except per share amounts)


THREE MONTHS ENDED
MARCH 31,

TWELVE MONTHS ENDED
MARCH 31,

2003
2002
2003
2002
Results of Consolidated Operations                    
Contribution to net income - gas operations   $ 25,336   $ 42,487   $ 22,077   $ 41,784  
Contribution to net income - construction services    203    409    4,531    4,459  




Net income   $ 25,539   $ 42,896   $ 26,608   $ 46,243  




Earnings per share - gas operations   $ 0.75   $ 1.31   $ 0.66   $ 1.29  
Earnings per share - construction services    0.01    0.01    0.14    0.14  




Basic earnings per share   $ 0.76   $ 1.32   $ 0.80   $ 1.43  




Diluted earnings per share   $ 0.76   $ 1.30   $ 0.80   $ 1.42  




Average outstanding common shares    33,438    32,620    33,155    32,319  
Average shares outstanding (assuming dilution)    33,659    32,871    33,428    32,596  
                 
Results of Natural Gas Operations  
Gas operating revenues   $ 359,983   $ 456,205   $ 1,019,678   $ 1,202,087  
Net cost of gas sold    193,472    274,663    482,188    672,503  




Operating margin    166,511    181,542    537,490    529,584  
Operations and maintenance expense    66,057    65,302    264,943    258,118  
Depreciation and amortization    29,323    27,802    116,696    106,656  
Taxes other than income taxes    9,300    9,020    34,845    33,081  




Operating income    61,831    79,418    121,006    131,729  
Other income (expense)    (268 )  9,697    (6,857 )  15,415  




Income before interest and income taxes    61,563    89,115    114,149    147,144  
Net interest deductions    19,949    18,635    79,819    77,606  
Preferred securities distributions    1,369    1,369    5,475    5,475  
Income tax expense    14,909    26,624    6,778    22,279  




Contribution to net income - gas operations   $ 25,336   $ 42,487   $ 22,077   $ 41,784  







SOUTHWEST GAS CORPORATION
SELECTED STATISTICAL DATA
MARCH 31, 2003

FINANCIAL STATISTICS

Market value to book value per share at quarter end 110%  
Twelve months to date return on equity -- total company 4.5%  
                                                              -- gas segment 4.0%  
Common stock dividend yield at quarter end 4.0%  

GAS OPERATIONS SEGMENT

Rate Jurisdiction Authorized
Rate Base
(In thousands)
Authorized
Rate of
Return
Authorized
Return on
Common
Equity

Arizona (1)     $ 688,202    9.20 %  11.00 %
Southern Nevada (1)    457,314    8.78  10.64
Northern Nevada (1)    91,936    9.02  10.21
Southern California    69,486    9.94  11.35
Northern California    28,849    10.02  11.35
Paiute Pipeline Company (1)    75,059    9.69  11.60

    (1)        Estimated amounts based on rate case settlements.

SYSTEM THROUGHPUT BY CUSTOMER CLASS

THREE MONTHS ENDED
MARCH 31,

TWELVE MONTHS ENDED
MARCH 31,

(In dekatherms)
2003
2002
2003
2002
Residential   27,099,374   30,165,439   55,755,384   58,600,067  
Small commercial  10,195,593   11,115,423   27,107,252   27,853,892  
Large commercial  2,723,256   4,044,807   10,828,438   12,602,841  
Industrial / Other  4,302,800   5,877,443   20,830,898   27,645,410  
Transportation  31,118,602   29,693,417   133,940,099   120,809,281  

Total system throughput  75,439,625   80,896,529   248,462,071   247,511,491  

HEATING DEGREE DAY COMPARISON 

Actual  932   1,155   1,688   1,922  
Ten-year average  1,079   1,106   1,935   1,972  




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 hereunto duly authorized.








Date: April 29, 2003
SOUTHWEST GAS CORPORATION



/s/ ROY R. CENTRELLA

Roy R. Centrella
Vice President/Controller and
Chief Accounting Officer




EXHIBIT INDEX



Exhibit
    No.    
  Description

99   Press release dated April 29, 2003.



EXHIBIT 99

April 29, 2003
Media Contact: Roger Buehrer, Las Vegas, NV (702) 876-7132,
Shareholder Contact: Ken Kenny, Las Vegas, NV (702) 876-7237
SWX-NYSE
For Immediate Release

SOUTHWEST GAS CORPORATION
ANNOUNCES FIRST QUARTER EARNINGS

Las Vegas — Southwest Gas Corporation announced consolidated earnings of $0.76 per share for the first three months of 2003, a $0.56 decrease from the $1.32 per share earned during the first quarter of 2002. Consolidated net income was $25.5 million, compared to $42.9 million in the prior period.

According to Michael O. Maffie, President and Chief Executive Officer, “As we disclosed last week, operating results were significantly impacted by unseasonably warm temperatures during the first quarter of 2003. While the eastern half of the United States was extremely cold and wet, Nevada experienced its warmest January on record and Arizona its second warmest. Warm temperatures continued through March. Although we can’t control the weather, we continue to monitor the expenses associated with our growing business. Cost curbing initiatives have been implemented and we recently completed a debt refinancing – seizing an opportunity in the current low interest rate environment.”

For the twelve months ended March 31, 2003, consolidated net income was $26.6 million, or $0.80 per share, compared to $46.2 million, or $1.43 per share, during the twelve-month period ended March 31, 2002.

-more-



Natural Gas Operations Segment Results

First Quarter

Operating margin, defined as operating revenues less the cost of gas sold, decreased $15 million, or eight percent, in the first quarter of 2003 compared to the first quarter of 2002. The extreme warm temperatures in Arizona and southern Nevada caused a $20 million reduction in margin, which was partially offset by an incremental $5 million contribution from customer growth. The Company added 59,000 customers during the last 12 months, an increase of four percent.

Operating expenses for the quarter increased $2.6 million, or three percent, compared to the first quarter of 2002. The impact of general cost increases and costs associated with the continued expansion and upgrading of the gas system to accommodate customer growth were mitigated by cost-saving management initiatives. Net financing costs increased $1.3 million, or seven percent, between periods primarily due to an increase in average debt outstanding. In late March 2003, the Company refinanced $130 million of debt to take advantage of the low interest rate environment. The associated savings will be reflected in future periods.

Other income declined $10 million resulting from a one-time pretax gain of $8.9 million on the sale of undeveloped property in northern Arizona, recognized in the first quarter of 2002, and a reduction in interest income between quarters.

-more-

Twelve Months to Date

Operating margin increased $8 million between periods. Customer growth contributed an incremental $20 million while rate relief granted during the fourth quarter of 2001 added $18 million. Differences in heating demand caused by weather variations between periods resulted in a $30 million margin decrease as warmer-than-normal temperatures were experienced during both periods. During the current period, operating margin was negatively impacted by $38 million, and in the prior period, the negative impact was $8 million.

Operating expenses increased $18.6 million, or five percent, reflecting incremental costs associated with servicing additional customers. Net financing costs increased $2.2 million, or three percent, due primarily to incremental borrowings to finance construction expenditures.

Other income decreased $22.3 million between periods. Included in the prior period was the $8.9 million gain on sale of property discussed previously and a $3 million pretax gain on the sale of certain assets recognized during the fourth quarter of 2001. Charges totaling $2.7 million associated with a settled regulatory issue in California and $2.1 million of incremental merger-related litigation costs recognized in 2002 are included in the current period. Interest income earned primarily on the unrecovered balance of deferred purchased gas costs declined $4.2 million between periods.

-more-

Southwest Gas Corporation provides natural gas service to approximately 1,470,000 customers in Arizona, Nevada and California. Its service territory is centered in the fastest-growing region of the country.

This press release may contain statements which constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). All such 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, the impact of weather variations on customer usage, customer growth rates, natural gas prices, the effects of regulation/deregulation, the timing and amount of rate relief, changes in gas procurement practices, changes in capital requirements and funding, the impact of conditions in the capital markets on financing costs, acquisitions, and competition.

-more-




SOUTHWEST GAS CONSOLIDATED EARNINGS DIGEST
(In thousands, except per share amounts)


QUARTER ENDED MARCH 31,
2003
2002
Consolidated Operating Revenues     $ 403,285   $ 499,501  
Net Income   $ 25,539   $ 42,896  
Average Number of Common Shares Outstanding    33,438    32,620  
Basic Earnings Per Share   $ 0.76   $ 1.32  
Diluted Earnings Per Share   $ 0.76   $ 1.30  

TWELVE MONTHS ENDED MARCH 31,
2003
2002
Consolidated Operating Revenues     $ 1,224,693   $ 1,408,691  
Net Income   $ 26,608   $ 46,243  
Average Number of Common Shares Outstanding    33,155    32,319  
Basic Earnings Per Share   $ 0.80   $ 1.43  
Diluted Earnings Per Share   $ 0.80   $ 1.42  


-end-