form8k5916.htm
 




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 8-K
CURRENT REPORT


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

Date of Report (Date of earliest event reported) May 9, 2016



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


California
1-7850
88-0085720
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
     
5241 Spring Mountain Road
   
Post Office Box 98510
   
Las Vegas, Nevada
 
89193-8510
(Address of principal executive offices)
 
(Zip Code)


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

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 





 
 

 

Item 2.02    Results of Operations and Financial Condition.

On May 9, 2016, 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, 2016. A copy of the Company’s press release and summary financial information is attached hereto as Exhibit 99.

This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.


 
 

 


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.



 
SOUTHWEST GAS CORPORATION
   
   
   
Date: May 9, 2016
 
 
/s/ GREGORY J. PETERSON
 
Gregory J. Peterson
 
Vice President/Controller and
 
Chief Accounting Officer



 
 

 

EXHIBIT INDEX



Exhibit
     
No.
 
Description
 
       
99
 
Press Release and summary financial information dated May 9, 2016.
 


 
 

 

exhibit99.htm
 
 

 

May 9, 2016
Media Contact:  Sonya Headen, Las Vegas, NV (702) 364-3411
Shareholder Contact:  Ken Kenny, Las Vegas, NV (702) 876-7237
For Immediate Release


SOUTHWEST GAS CORPORATION
ANNOUNCES FIRST QUARTER 2016 EARNINGS

Las Vegas, Nev. – Southwest Gas Corporation (NYSE: SWX) reported consolidated earnings of $1.59 per basic share for the first quarter of 2016, a $0.05 increase from consolidated earnings of $1.54 per basic share for the first quarter of 2015.  Consolidated net income was $75.4 million for the first quarter of 2016, compared to consolidated net income of $72 million for the first quarter of 2015.  The natural gas segment had net income of $77.6 million in the first quarter of 2016 compared to net income of $78.9 million in the first quarter of 2015, while the construction services segment incurred a loss of $2.1 million in the current quarter compared to a loss of $6.9 million in the first quarter of 2015.  Due to the seasonal nature of the Company’s businesses, results for quarterly periods are not generally indicative of earnings for a complete twelve-month period.

According to John P. Hester, President and Chief Executive Officer, “We are pleased to report earnings per share of $1.59 for the first quarter of 2016, a $0.05 increase over the prior-year quarter.  We experienced solid results from our natural gas segment operations, though slightly under the results of the prior-year quarter.”  Hester added, “Favorable weather conditions helped our construction services segment to post revenues of $206 million and narrow the loss normally experienced during the first quarter.”  Hester concluded by saying, “We are also excited about hiring Paul Daily as our new construction services CEO; receiving recent approval of our Arizona holding

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company request; and filing an Arizona rate case application that requests a $32 million revenue increase and a simultaneous $42 million decrease in depreciation expense.  Our business strategy execution continues to drive value for our customers and shareholders alike.”

For the twelve months ended March 31, 2016, consolidated net income was $141.8 million, or $3.00 per basic share, compared to $142.3 million, or $3.06 per basic share, in the twelve-month period ended March 31, 2015.  Construction services results improved by $12.4 million between periods.

Natural Gas Operations Segment Results
First Quarter
Operating margin, defined as operating revenues less the cost of gas sold, increased $12 million between quarters.  New customers contributed $3 million in operating margin during the first quarter of 2016, as approximately 26,000 net new customers were added during the last twelve months.  Combined rate relief in the California jurisdiction and Paiute Pipeline Company provided $3 million in operating margin.  Operating margin attributable to the Nevada conservation and energy efficiency surcharge, which was implemented in January 2016, was $4 million.  Amounts collected through the surcharge do not impact net income as they also result in an increase in associated amortization expense.  Operating margin associated with infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues increased $2 million.

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Operations and maintenance expenses increased $5.3 million between quarters due primarily to general cost increases and the timing and scope of pipeline facility maintenance services.  In addition, expenses for pipeline integrity management and damage prevention programs increased $1.6 million.  On a combined basis, depreciation and general taxes increased $8.1 million, or 12%, between quarters.  Approximately one-half of the increase was due to amortization associated with the recovery of regulatory assets, as noted above.  The other half of the increased depreciation and general tax expense reflects the impacts of a 6% increase in average gas plant in service.

Other income and deductions decreased $847,000 between quarters primarily due to lower returns associated with the cash surrender values of company-owned life insurance (“COLI”) policies and a $223,000 decrease in interest income.

Twelve Months to Date

Operating margin increased $22 million between periods including $8 million attributable to customer growth and a combined $6 million of rate relief in the California jurisdiction and Paiute Pipeline Company.  Operating margin attributable to the Nevada conservation and energy efficiency surcharge implemented in January 2016 was $4 million (a corresponding increase is reflected in amortization expense).  Operating margin associated with infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues improved $4 million.

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Operations and maintenance expenses increased $21.7 million between periods primarily due to general cost increases, higher employee-related expenses including pension costs (approximately $5 million of which resulted in increased expense), and higher legal claims and expenses.  In addition, expenses for pipeline integrity management and damage prevention programs increased by $4.7 million.  Depreciation expense and general taxes (combined) increased $15.8 million, or 6%, primarily due to a 5% increase in average gas plant in service and $6 million of amortizations related to the recovery of regulatory assets.

Other income decreased $6.7 million between periods.  The current period reflects a $900,000 decrease in COLI policy cash surrender values net of recognized death benefits, while the prior twelve-month period included $5.7 million of COLI-related income. Net interest deductions decreased $2.9 million between periods primarily due to the redemptions of $65 million of Industrial Development Revenue Bonds (“IDRBs”) in November 2014, $31.2 million of IDRBs in May 2015, and $20 million of IDRBs in September 2015.
Construction Services Segment Results
First Quarter
Revenues increased $25 million between quarters, due to incremental work that was able to be completed as a result of favorable weather conditions in several operating areas.  Construction expenses increased $18.5 million between quarters primarily due to the incremental work noted above.  However, the increase in these expenses overall was

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mitigated by construction expenses of the prior-year quarter that were impacted by a $5.6 million loss reserve on an industrial project in Canada.

Depreciation and amortization expense increased $823,000 between quarters due to depreciation on new equipment purchased to support incremental work.  Net interest deductions decreased $390,000 between quarters primarily due to a reduction in average outstanding borrowings.

Twelve Months to Date

Revenues increased $235 million between periods primarily due to additional pipe replacement work in the current period and to a full year of incremental revenues from the companies acquired in October 2014 ($72.5 million).  Favorable weather conditions in several operating areas during the first quarter of 2016 and the fourth quarter of 2015 provided an extended construction season.  Construction expenses increased $208 million between periods due to additional pipe replacement work during the twelve months ended March 31, 2016 and incremental construction costs associated with the acquired companies.

Depreciation and amortization expense increased $6.2 million between periods primarily due to amortization of intangible assets recognized from the acquisition and depreciation of equipment purchased to support the additional volume of work.  Net interest deductions increased $2 million between periods primarily due to higher outstanding borrowings associated with the acquisition in October 2014.

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Outlook for 2016 – 1stQuarter 2016 Update
Natural Gas Segment:
·  
Operating margin for 2016 is anticipated to benefit from customer growth (similar to 2015), infrastructure tracker mechanisms, expansion projects, and California attrition.  Combined, these items are expected to produce approximately 3% in incremental margin.  Additionally, new rates established to recover Nevada conservation and energy efficiency program costs are expected to increase margin by approximately $11 million, but will be offset by a similar increase in amortization expense.
·  
Operations and maintenance expense is expected to increase modestly as compared to 2015 due to increased general costs, pipeline integrity management and damage prevention programs, and costs associated with customer growth.  These increases will be mitigated by a decrease in pension costs.  Depreciation and general taxes should increase consistent with the growth in gas plant in service (approximately 5% to 6%) plus the amortization of Nevada conservation and energy efficiency program costs noted above.
·  
Operating income is expected to increase by 4% to 5% between years.
·  
Net interest deductions for 2016 are expected to be approximately $5 million to $7 million higher than 2015, primarily due to an anticipated increase in average outstanding debt associated with the financing of capital expenditures.
·  
Changes in cash surrender values of COLI policies will continue to be subject to volatility.  Management generally anticipates longer term normal increases in COLI cash surrender values to range from $3 million to $5 million on an annual basis.

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·  
Capital expenditures in 2016 are estimated at $460 million, in support of customer growth, system improvements, and accelerated pipe replacement programs.

Construction Services Segment:
·  
Centuri has a strong base of large utility clients (many with multi-year pipe replacement programs) that can sustain and grow its business.  Revenues for 2016 are anticipated to be 3% to 7% greater than 2015 levels.
·  
Operating income is expected to be approximately 5.5% to 6% of revenues.
·  
Based on the current interest rate environment, net interest deductions for 2016 are expected to be between $6.5 million and $7.5 million.
·  
These collective expectations are before consideration of the portion of earnings attributable to the noncontrolling interests.  Additionally, changes in foreign exchange rates could influence results.

Southwest Gas Corporation provides natural gas service to 1,964,000 customers in Arizona, Nevada, and California.

This press release may contain statements which constitute “forward-looking statements” within the meaning of the Private 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 timing and amount of rate relief, changes in rate design, customer growth rates, the effects of regulation/deregulation, the impacts of construction activity at Centuri, future earnings trends, seasonal patterns, and the impacts of stock market volatility.  In addition, the Company can provide no assurance that its discussions about future operating margin, operations and maintenance expenses, operating income, depreciation and general taxes, COLI cash surrender values, financing expenses, and capital expenditures of the natural gas segment will occur.  Likewise, the Company can provide no assurance that discussions regarding construction services segment revenues, operating income, and net interest deductions will transpire. The statements in this press release are made as of the

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date of this press release, even if subsequently made available by the Company on its Web site or otherwise.  The Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

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


QUARTER ENDED MARCH 31,
 
2016
   
2015
 
             
Consolidated Operating Revenues
  $ 731,248     $ 734,220  
                 
Net Income
  $ 75,446     $ 71,983  
                 
Average Number of Common Shares Outstanding
    47,437       46,612  
                 
Basic Earnings Per Share
  $ 1.59     $ 1.54  
                 
Diluted Earnings Per Share
  $ 1.58     $ 1.53  
                 
TWELVE MONTHS ENDED MARCH 31,
   2016      2015  
                 
Consolidated Operating Revenues
  $ 2,460,653     $ 2,247,531  
                 
Net Income
  $ 141,780     $ 142,326  
                 
Average Number of Common Shares Outstanding
    47,196       46,537  
                 
Basic Earnings Per Share
  $ 3.00     $ 3.06  
                 
Diluted Earnings Per Share
  $ 2.98     $ 3.03  

-end-
 
 

 



SOUTHWEST GAS CORPORATION
 
SUMMARY UNAUDITED OPERATING RESULTS
 
(In thousands, except per share amounts)
 
                         
                         
                         
   
THREE MONTHS ENDED
   
TWELVE MONTHS ENDED
 
   
MARCH 31,
   
MARCH 31,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Results of Consolidated Operations
                       
  Contribution to net income - gas operations
  $ 77,583     $ 78,921     $ 110,287     $ 123,194  
  Contribution to net income (loss) - construction services
    (2,137 )     (6,938 )     31,493       19,132  
  Net income
  $ 75,446     $ 71,983     $ 141,780     $ 142,326  
                                 
  Basic earnings per share
  $ 1.59     $ 1.54     $ 3.00     $ 3.06  
  Diluted earnings per share
  $ 1.58     $ 1.53     $ 2.98     $ 3.03  
                                 
  Average outstanding common shares
    47,437       46,612       47,196       46,537  
  Average shares outstanding (assuming dilution)
    47,763       47,036       47,562       46,986  
                                 
                                 
                                 
                                 
Results of Natural Gas Operations
                               
  Gas operating revenues
  $ 525,100     $ 553,115     $ 1,426,624     $ 1,448,709  
  Net cost of gas sold
    213,600       253,762       523,647       567,741  
  Operating margin
    311,500       299,353       902,977       880,968  
  Operations and maintenance expense
    100,797       95,510       398,486       376,834  
  Depreciation and amortization
    60,745       53,675       220,525       206,336  
  Taxes other than income taxes
    14,013       12,997       50,409       48,793  
  Operating income
    135,945       137,171       233,557       249,005  
  Other income (deductions)
    1,755       2,602       1,445       8,155  
  Net interest deductions
    16,230       16,096       64,229       67,168  
  Income before income taxes
    121,470       123,677       170,773       189,992  
  Income tax expense
    43,887       44,756       60,486       66,798  
  Contribution to net income - gas operations
  $ 77,583     $ 78,921     $ 110,287     $ 123,194  

 
 

 


 
 

 

SOUTHWEST GAS CORPORATION
 
SELECTED STATISTICAL DATA
 
MARCH 31, 2016
 
                         
                         
FINANCIAL STATISTICS
                       
Market value to book value per share at quarter end
    189 %                  
Twelve months to date return on equity  -- total company
    9.0 %                  
                                                                 -- gas segment
    7.4 %                  
Common stock dividend yield at quarter end
    2.7 %                  
Customer to employee ratio at quarter end (gas segment)
 
892 to 
                 
                           
GAS OPERATIONS SEGMENT
                         
                 
Authorized
     
   
Authorized
   
Authorized
 
Return on
     
   
Rate Base
   
Rate of
 
Common
     
Rate Jurisdiction
 
(In thousands)
 
Return
 
Equity
     
Arizona
  $ 1,070,117       8.95 %     9.50
 
 
Southern Nevada
    825,190       6.46       10.00        
Northern Nevada
    115,933       7.88       9.30        
Southern California
    159,277       6.83       10.10        
Northern California
    67,620       8.18       10.10        
South Lake Tahoe
    25,389       8.18       10.10        
Paiute Pipeline Company (1)
    87,158       8.46       11.00        
                               
(1) Estimated amounts based on rate case settlement.
                       
                               
                               
SYSTEM THROUGHPUT BY CUSTOMER CLASS
                       
   
THREE MONTHS ENDED
   
TWELVE MONTHS ENDED
 
   
MARCH 31,
   
MARCH 31,
 
(In dekatherms)
    2016       2015       2016       2015  
Residential
    34,322,078       28,944,670       70,919,475       61,365,262  
Small commercial
    11,324,782       10,269,944       29,566,621       27,619,668  
Large commercial
    2,758,243       2,850,363       9,136,298       9,360,399  
Industrial / Other
    850,265       817,831       3,129,701       3,274,770  
Transportation
    23,397,589       20,171,973       106,796,356       89,842,626  
Total system throughput
    72,652,957       63,054,781       219,548,451       191,462,725  
                                 
                                 
HEATING DEGREE DAY COMPARISON
                               
Actual
    957       722       1,724       1,320  
Ten-year average
    1,021       1,044       1,752       1,783  
                                 
                                 
Heating degree days for prior periods have been recalculated using the current period customer mix.