swx-20210805
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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) August 5, 2021

SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3797681-3881866
(State or other jurisdiction of incorporation or organization)  (Commission File Number) (I.R.S. Employer Identification No.)

8360 S. Durango Drive
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par ValueSWXNew York Stock Exchange
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     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.



Item 2.02        Results of Operations and Financial Condition.

On August 5, 2021, Southwest Gas Holdings, Inc. released summary financial information to the general public, including the investment community, regarding operating performance for the quarter and twelve months ended June 30, 2021. A copy of the associated 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99  Press Release and summary financial information dated August 5, 2021.





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 HOLDINGS, INC.
August 5, 2021/s/ LORI L. COLVIN
Lori L. Colvin
Vice President/Controller and Chief Accounting Officer
    
        






EXHIBIT INDEX

Exhibit
  No.
Description
99


Document


For Immediate Release
August 5, 2021

Southwest Gas Holdings, Inc. Announces Second Quarter 2021 Earnings
LAS VEGAS – Southwest Gas Holdings, Inc. (NYSE: SWX) announced consolidated earnings of $0.43 per diluted share for the second quarter of 2021, a $0.25 decrease from consolidated earnings of $0.68 per diluted share for the second quarter of 2020. Consolidated current-quarter results include $3.1 million, or $0.05 per share, in other income due to increases in the cash surrender value of company-owned life insurance (“COLI”) policies, while the prior-year quarter included $12 million of COLI-related income, or $0.22 per share. Consolidated net income was $25.1 million for the second quarter of 2021, compared to consolidated net income of $38 million for the second quarter of 2020. The natural gas segment had net income of $11.4 million for the second quarter of 2021 compared to net income of $11.9 million for the second quarter of 2020, while the utility infrastructure services segment had net income of $15.1 million in the second quarter of 2021 compared to net income of $26.3 million in the second quarter of 2020. 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.
Commenting on the performance and outlook of Southwest Gas Holdings, John P. Hester, President and Chief Executive Officer, said: “We are pleased that many communities we serve have continued to experience solid growth throughout these turbulent economic times. As new companies move in and industries expand, good incremental jobs are being added to our local economies. This further encourages migration from other parts of the country, increasing demand for energy and creating growth opportunities for our Company. We added 37,000 new utility customers over the past twelve months and continue to connect new customers to our expanded service territories in Mesquite and Spring Creek, Nevada.
“We are excited about the growth we also see in our infrastructure services business. Over the past twelve months, Centuri reached a new level of revenues - $2 billion. In June, we signed an agreement to purchase Riggs Distler & Company, Inc., which will expand our infrastructure services footprint in the Northeast and Mid-Atlantic regions of the country. This transformational acquisition brings exciting growth opportunities in 5G telecom and renewable power services; and expands our service offerings to current combination utility customers.”
For the twelve months ended June 30, 2021, consolidated net income was $264.2 million, or $4.60 per diluted share, compared to $207.6 million, or $3.76 per diluted share, for the twelve-month period ended June 30, 2020. The current twelve-month period includes an $18.5 million, or $0.32 per share, increase in the cash surrender values of COLI policies, while the prior-year period included COLI-related income of $2.9 million, or $0.05 per share. Natural gas segment net income was $193.7 million in the current twelve-month period compared to $152 million in the prior-year period. Utility infrastructure services segment net income was $73.1 million in the current twelve-month period and $57.6 million in the prior-year period.

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Natural Gas Operations Segment Results
Second Quarter
Operating margin increased $21 million between quarters. Approximately $2 million of incremental margin was attributable to customer growth from 37,000 first-time meter sets during the last twelve months, while rate relief added approximately $15 million of margin. Also contributing to the increase were late fees that were $1.8 million greater in the current quarter. A moratorium on such fees commenced in all of our territories in March 2020; however, resumption of the assessments in Arizona and Nevada occurred in April 2021. Amounts collected from and returned to customers associated with regulatory account balances, as well as differences in miscellaneous revenue and margin from customers outside the decoupling mechanisms, also impacted the variance between quarters.
Operations and maintenance expense increased $3.8 million, or 4%, between quarters primarily due to higher customer service-related costs, increased expenditures for pipeline damage prevention programs, and an increase in the service-related component of employee pension cost and other benefits. Depreciation and amortization increased $4.4 million, or 8%, between quarters due to a $549 million, or 7%, increase in average gas plant in service. Amortization related to regulatory account recoveries increased approximately $1.1 million between quarters. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure, as well as expenditures toward our new customer service system, which was placed in production in May 2021. Taxes other than income taxes increased $4 million between quarters due to an increase in Arizona property taxes.
Other income decreased $9 million between quarters primarily due to a decline in income associated with COLI policies. The current quarter reflects a $3.1 million increase in COLI policy cash surrender values and recognized death benefits, while the prior-year quarter reflected a $12 million increase. Amounts associated with the allowance for funds used during construction (“AFUDC”) are also lower in the current quarter. Offsetting these combined impacts is a decrease in the non-service-related components of employee pension and other postretirement benefit costs between quarters.
Income tax expense in both quarters includes the amortization of excess accumulated deferred income tax (“EADIT”) balances and the impacts of COLI cash surrender value increases, which are recognized without tax consequences.
Twelve Months to Date
Operating margin increased $54 million between the comparative twelve-month periods ended June 30, 2021 and 2020. Customer growth provided approximately $14 million, and combined rate relief provided $39 million of incremental operating margin. Offsetting these impacts was a reduction in late fees ($3.8 million) due to the pandemic-period moratorium on these fees from March 2020 through April 2021. Regulatory account balance surcharges impacted both periods, in addition to margin from customers outside the decoupling mechanisms.
Operations and maintenance expense decreased $803,000 between periods. Lower travel and in-person training costs in the COVID-19 environment and other cost saving initiatives by management more than offset higher levels of service-related pension and post-retirement benefit costs, expenditures for pipeline
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damage prevention programs associated with a growing infrastructure and customer base, and information technology and customer-related costs. Depreciation and amortization expense increased $17.1 million, or 8%, between periods due to a $604 million, or 8%, increase in average gas plant in service since the corresponding period in the prior year and a $1.2 million increase in regulatory amortization. Taxes other than income taxes increased $9 million between periods primarily due to an increase in property taxes in Arizona.
Other income increased $16.2 million between comparative twelve-month periods, reflective of the $18.5 million increase in COLI policy cash surrender values and recognized death benefits in the current period, while the prior-year period reflected a $2.9 million increase in values. 
Income tax expense in both periods reflects that COLI results are recognized without tax consequences, and the impacts of amortization of EADIT balances.
Utility Infrastructure Services Segment Results
Second Quarter
Utility infrastructure revenues increased $33.8 million in the second quarter of 2021 when compared to the prior-year quarter, primarily due to increased work under gas infrastructure blanket and bid contracts with certain customers in the central and eastern U.S. regions and Canada. Revenues from electric infrastructure services increased $2.4 million in the second quarter of 2021 when compared to the prior-year quarter, including an offsetting reduction in emergency restoration storm support services of $4 million due to the unpredictable nature of weather-related events. Storm restoration work typically generates a higher profit margin than core infrastructure services, due to improved operating efficiencies related to equipment utilization and absorption of fixed costs. Partially offsetting the increased revenues in the above noted regions was reduced work with two significant customers during the second quarter of 2021 (totaling $27 million), due to timing and mix of projects under each customer’s multi-year capital spending programs.
Utility infrastructure services expenses increased $48.4 million between quarters, primarily due to costs to complete gas infrastructure work. The significant reductions in revenue from major customers, as discussed above, had an unfavorable impact on profit margins due to reduced operating efficiencies from equipment and facility utilization and under-absorption of other fixed costs. The prior-year period was favorably impacted by certain customers’ response to COVID-19, which allowed for an increase in main line replacement work as compared to service-line related work, resulting in greater operating efficiencies. Higher fuel costs and equipment rental expense were also incurred due to the mix of work and in support of growth in our electric infrastructure business. Centuri recognized $1.8 million in wage and rent subsidies from the Canadian government amidst the continuing COVID-19 environment during the second quarter of 2021, compared to $3.4 million in subsidies received in the prior-year quarter. These subsidies were recorded as a reduction in utility infrastructure services expense. Also included in utility infrastructure services expenses were general and administrative costs, which increased $1 million in 2021 compared to 2020 (including approximately $600,000 in professional fees related to Centuri’s pending acquisition of Riggs Distler & Company).
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Depreciation and amortization increased $1.2 million between quarters, attributable to equipment purchased to support the growing volume of infrastructure work. Depreciation expense, relative to the revenues recorded, was generally consistent during the second quarter of 2021 compared to the prior-year quarter.
Net interest deductions decreased $600,000 between periods due to lower incremental borrowing rates associated with decreased outstanding borrowings under Centuri’s $590 million secured revolving credit and term loan facility.
Twelve Months to Date
Utility infrastructure revenues increased $200.5 million, or 11%, in the current twelve-month period when compared to the prior-year period, primarily due to incremental electric infrastructure revenues of $134.2 million from expansion of work with existing customers and securing work with new customers. Included in the incremental electric infrastructure revenues during the twelve-month period of 2021 was $86.5 million from emergency restoration services performed by Linetec following hurricane, tornado, and other storm damage to customers’ above-ground utility infrastructure in and around the Gulf Coast and eastern regions of the U.S., as compared to $13.6 million in similar services during the twelve-month period in 2020. Centuri’s revenues derived from storm-related services vary from period to period due to the unpredictable nature of weather-related events. The remaining increase in revenue was attributable to continued growth with existing gas infrastructure customers under master service and bid agreements.
Utility infrastructure services expenses increased $174 million between periods, largely due to incremental costs related to electric infrastructure work of $87.2 million, including costs associated with storm restoration work, and costs necessary for the completion of additional gas infrastructure work. Also included in utility infrastructure services expenses were general and administrative costs, which increased $19.5 million during the twelve-month period in 2021, when compared to 2020, due to higher payroll and operating costs associated with continued growth of the business and higher profit-based incentive compensation. Offsetting these increases were lower insurance costs from favorable claims experience under Centuri’s self-insurance programs. Gains on sale of equipment (reflected as an offset to utility infrastructure services expenses) were $5.6 million and $4.9 million for the twelve-month periods of 2021 and 2020, respectively.
Depreciation and amortization expense increased $6.1 million between periods primarily due to incremental depreciation ($4.3 million) related to assets supporting electric infrastructure services. The remaining increase is attributable to property and equipment purchased to support the growing volume of work being performed.
Net interest deductions decreased $5.1 million between periods primarily due to lower incremental borrowing rates associated with decreased outstanding borrowings under Centuri’s $590 million secured revolving credit and term loan facility.

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Outlook for 2021
Management affirms its estimated 2021 diluted earnings per share to be between $4.00 and $4.20. These expectations exclude results or costs that would be experienced upon Centuri completing its planned acquisition of Riggs Distler & Company, Inc.
Highlights of 2021 expectations (excluding the planned acquisition) are as follows:
Natural Gas Operations Segment:
Operating margin for 2021 is anticipated to benefit from customer growth (1.7%), rate relief in all three states in which we operate, expansion projects, and infrastructure tracker mechanisms. Combined, these items are expected to produce an increase in operating margin of 6% to 8%.
Total pension costs are expected to be relatively flat compared to 2020, but will be reflected as an increase in operations and maintenance cost of about $6 million, with a comparable decrease to other expense (associated with non-service-related pension costs).
Operating income is expected to increase 3% to 5%.
COLI earnings of $3 million to $5 million are included for full-year 2021 projections.
Capital expenditures in 2021 are estimated at approximately $700 million, in support of customer growth, system improvements, and pipe replacement programs.
Utility Infrastructure Services Segment (excluding the planned acquisition):
Centuri’s revenues for 2021 are expected to be 1% to 4% greater than the record 2020 amount (which included $82 million of emergency storm restoration services).
Operating income is expected to be approximately 5.3% to 5.8% of revenues.
Interest expense is expected to be $7 million to $8 million.
Net income expectations reflect earnings attributable to Southwest Gas Holdings, net of earnings attributable to noncontrolling interests (estimated between $5 million and $6 million). Changes in Canadian exchange rates could influence results.
Southwest Gas Holdings has two business segments:
Southwest Gas Corporation provides safe and reliable natural gas service to over 2 million customers in Arizona, Nevada, and California.
Centuri Group, Inc. 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 revenues primarily from installation, replacement, repair, and maintenance of energy distribution systems.

Forward-Looking Statements: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements regarding Southwest Gas Holdings, Inc. (the “Company”) and the Company’s expectations or intentions regarding the future. These forward-looking statements can often be identified by the use of words such as “will”, “predict”, “continue”, “forecast”, “expect”, “believe”, “anticipate”, “outlook”, “could”, “target”, “project”, “intend”, “plan”, “seek”, “estimate”, “should”, “may” and “assume”, as well as variations of such words and similar expressions referring to the future, and include (without limitation) statements regarding expectations of continuing growth in 2021. In addition, the statements under the heading
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“Outlook for 2021” that are not historic, constitute forward-looking statements. 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, tax reform and related regulatory decisions, 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, operating income, pension costs, COLI results, and capital expenditures of the natural gas segment will occur. Likewise, the Company can provide no assurance that discussions regarding utility infrastructure services segment revenues, operating income as a percentage of revenues, interest expense, and noncontrolling interest amounts will transpire, nor assurance regarding acquisitions or their impacts, including management’s plans related thereto, such as that currently planned in regard to Riggs. Because of these and other factors, the Company can provide no assurances that estimates of 2021 earnings per share will be realized. Factors that could cause actual results to differ also include (without limitation) those discussed under the heading “Risk Factors” in Southwest Gas Holdings, Inc.’s most recent Annual Report on Form 10-K and in the Company’s and Southwest Gas Corporation’s current and periodic reports filed from time to time with the SEC. The statements in this press release are made as of the 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.

Non-GAAP Measures. Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Gas cost is a tracked cost, which is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms, impacting revenues and net cost of gas sold on a dollar-for-dollar basis, thereby having no impact on Southwest’s profitability. Therefore, management routinely uses operating margin, defined as operating revenues less the net cost of gas sold, in its analysis of Southwest’s financial performance. Operating margin also forms a basis for Southwest’s various regulatory decoupling mechanisms. Operating margin is not, however, specifically defined in accounting principles generally accepted in the United States (“U.S. GAAP”) and is considered a non-GAAP measure. Management believes supplying information regarding operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest’s financial performance in a rate-regulated environment. (Refer to the Southwest Gas Holdings, Inc. Consolidated Earnings Digest for a reconciliation of revenues to operating margin.)
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SOUTHWEST GAS HOLDINGS, INC. CONSOLIDATED EARNINGS DIGEST
(In thousands, except per share amounts)
QUARTER ENDED JUNE 30,
20212020
Consolidated Operating Revenues$821,421 $757,247 
Net Income applicable to Southwest Gas Holdings$25,119 $37,965 
Weighted Average Common Shares58,607 55,462 
Basic Earnings Per Share$0.43 $0.68 
Diluted Earnings Per Share$0.43 $0.68 
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
Natural Gas Segment Revenues$292,796 $262,434 
Less: Net Cost of Gas Sold76,496 67,473 
Operating Margin$216,300 $194,961 
SIX MONTHS ENDED JUNE 30,
20212020
Consolidated Operating Revenues$1,707,328 $1,593,567 
Net Income applicable to Southwest Gas Holdings$142,412 $110,507 
Weighted Average Common Shares58,106 55,386 
Basic Earnings Per Share$2.45 $2.00 
Diluted Earnings Per Share$2.45 $1.99 
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
Natural Gas Segment Revenues$814,728 $765,261 
Less: Net Cost of Gas Sold232,517 228,294 
Operating Margin$582,211 $536,967 
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TWELVE MONTHS ENDED JUNE 30,
20212020
Consolidated Operating Revenues$3,412,634 $3,166,934 
Net Income applicable to Southwest Gas Holdings$264,229 $207,578 
Weighted Average Common Shares57,348 55,105 
Basic Earnings Per Share$4.61 $3.77 
Diluted Earnings Per Share$4.60 $3.76 
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
Natural Gas Segment Revenues$1,400,052 $1,354,812 
Less: Net Cost of Gas Sold347,060 355,672 
Operating Margin$1,052,992 $999,140 

###
For shareholders information, contact:
For media information, contact:
Ken Kenny
Sean Corbett
(702) 876-7237
(702) 876-7219
ken.kenny@swgas.com
sean.corbett@swgas.com




SOUTHWEST GAS HOLDINGS, INC.
SUMMARY UNAUDITED OPERATING RESULTS
(In thousands, except per share amounts)
Three Months Ended
June 30,
Six Months Ended June 30,Twelve Months Ended June 30,
202120202021202020212020
Results of Consolidated Operations
Contribution to net income - gas operations$11,413 $11,942 $130,128 $95,541 $193,705 $151,954 
Contribution to net income - utility infrastructure services15,116 26,267 14,257 16,063 73,056 57,581 
Corporate and administrative(1,410)(244)(1,973)(1,097)(2,532)(1,957)
Net income$25,119 $37,965 $142,412 $110,507 $264,229 $207,578 
Basic earnings per share$0.43 $0.68 $2.45 $2.00 $4.61 $3.77 
Diluted earnings per share$0.43 $0.68 $2.45 $1.99 $4.60 $3.76 
Weighted average common shares58,607 55,462 58,106 55,386 57,348 55,105 
Weighted average diluted shares58,710 55,532 58,197 55,448 57,440 55,171 
Results of Natural Gas Operations
Gas operating revenues$292,796 $262,434 $814,728 $765,261 $1,400,052 $1,354,812 
Net cost of gas sold76,496 67,473 232,517 228,294 347,060 355,672 
Operating margin216,300 194,961 582,211 536,967 1,052,992 999,140 
Operations and maintenance expense103,137 99,320 209,272 202,408 413,246 414,049 
Depreciation and amortization57,631 53,198 126,329 117,923 243,701 226,588 
Taxes other than income taxes19,338 15,342 40,025 31,720 71,765 62,716 
Operating income36,194 27,101 206,585 184,916 324,280 295,787 
Other income (deductions)(1,165)7,838 (615)(12,698)5,493 (10,719)
Net interest deductions24,175 23,991 46,341 49,049 98,440 97,631 
Income before income taxes10,854 10,948 159,629 123,169 231,333 187,437 
Income tax expense (benefit)(559)(994)29,501 27,628 37,628 35,483 
Contribution to net income - gas operations$11,413 $11,942 $130,128 $95,541 $193,705 $151,954 



FINANCIAL STATISTICS
Market value to book value per share at quarter end137 %
Twelve months to date return on equity-- total company9.8 %
-- gas segment8.5 %
Common stock dividend yield at quarter end3.6 %
Customer to employee ratio at quarter end (gas segment)943 to 1

GAS OPERATIONS SEGMENT
Authorized Rate Base
(In thousands)
Authorized Rate of ReturnAuthorized Return on Common Equity
Rate Jurisdiction
Arizona$1,930,612 7.03 %9.10 %
Southern Nevada 1,325,236 6.52 9.25 
Northern Nevada 154,966 6.75 9.25 
Southern California 285,691 7.11 10.00 
Northern California 92,983 7.44 10.00 
South Lake Tahoe 56,818 7.44 10.00 
Paiute Pipeline Company (1)
135,460 8.30 11.80 
(1) Estimated amounts based on 2019/2020 rate case settlement.

SYSTEM THROUGHPUT BY CUSTOMER CLASS
Six Months Ended June 30,Twelve Months Ended June 30,
(In dekatherms)2021202020212020
Residential53,186,709 53,100,735 80,153,947 80,003,135 
Small commercial18,710,957 17,481,457 30,545,852 30,877,471 
Large commercial5,097,014 4,790,057 9,431,159 9,561,611 
Industrial / Other2,258,237 2,797,858 4,775,736 4,817,976 
Transportation46,391,744 43,826,522 100,892,830 95,269,525 
Total system throughput125,644,661 121,996,629 225,799,524 220,529,718 

HEATING DEGREE DAY COMPARISON
Actual
1,2341,2431,7561,774
Ten-year average
1,1631,1751,6611,675
Heating degree days for prior periods have been recalculated using the current period customer mix.