Background, Organization, and Summary of Significant Accounting Policies | Note 1 – Background, Organization, and Summary of Significant Accounting Policies Nature of Operations. Southwest Gas Holdings, Inc. (together with its subsidiaries, the “Company”) is a holding company, owning all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas distribution” segment), until April 22, 2024, all of the shares of common stock of Centuri Group, Inc. (“utility infrastructure services” segment), and until February 14, 2023, all of the shares of common stock of MountainWest Pipelines Holding Company (“MountainWest” or the “pipeline and storage” segment). References throughout this document to “Centuri” relate to Centuri Group, Inc., for periods prior to April 22, 2024, or subsequently, to Centuri Holdings, Inc. In December 2022, the Company announced that its Board of Directors (the “Board”) unanimously determined to take strategic actions to simplify the Company’s portfolio of businesses. These actions included entering into a definitive agreement to sell 100% of MountainWest to Williams Partners Operating LLC for $1.5 billion in total enterprise value, subject to certain adjustments. The sale closed on February 14, 2023. Also as part of this simplification strategy, the Company previously communicated that it would pursue a separation of Centuri. In April 2024, the Company and Centuri Holdings, Inc. announced the completion of an initial public offering of Centuri Holdings, Inc. common stock (the “Centuri IPO”). Following the Centuri IPO, the Company owns approximately 81% of Centuri. Through the first quarter of 2024 and leading up to the Centuri IPO, Centuri continued to be wholly owned by Southwest Gas Holdings, Inc. Centuri continues to be consolidated as part of these financial statements, and will continue to be consolidated until such time as the conditions for consolidation are no longer met. Centuri now makes separate filings with the Securities and Exchange Commission (the “SEC”) as a public company. The Company’s common stock continues to trade under the ticker symbol “SWX,” while Centuri’s common stock trades under the ticker symbol “CTRI.” See Note 8 - Centuri Separation . On October 15, 2024, the Company and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”) entered into an Amended and Restated Cooperation Agreement (the “Amended Agreement”), which amends, restates, supersedes, and replaces in its entirety the Amended and Restated Cooperation Agreement entered into on November 21, 2023. In accordance with the terms of the Amended Agreement, the Company agreed with the Icahn Group, among other things, to nominate Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno (collectively, the “Icahn Designees”) for election at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). In addition, the Amended Agreement provides that the standstill restrictions on the Icahn Group will remain in effect until, and the Amended Agreement will terminate upon, the later of (x) the conclusion of the 2025 Annual Meeting and (y) the earlier of (1) immediately following the time at which Mr. Teno (or any replacement designee for Mr. Teno) is no longer serving on the Company’s Board and (2) thirty days prior to the expiration of the advance notice deadline for submission of director nominees in connection with the Company’s 2026 Annual Meeting of Stockholders; provided, however, that the Amended Agreement will terminate automatically on the date on which the Board re-appoints as a director any former director of the Board, without the approval of a majority of the Icahn Designees. The Company further agreed with the Icahn Group to establish the record date for the 2025 Annual Meeting for a time within thirty days of March 4, 2025. Other than the foregoing, the material terms of the prior agreement remain unchanged. 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, highlighted by the continuation of a significant cash balance existing as of the end of the third quarter of 2024, reflective of the collection of gas costs under purchased gas cost mechanisms as a component of customer bills. While mechanisms exist in all states in which Southwest operates, which effectively and primarily decouple authorized operating cost recovery and profitability from the volume of natural gas sold, thereby also incentivizing energy conservation, results for the natural gas distribution segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures. Centuri is a strategic utility infrastructure services company dedicated to partnering with North America’s gas and electric providers to build and maintain the energy network that powers millions of homes across the United States (“U.S.”) and Canada. Centuri derives revenue primarily from installation, replacement, repair, and maintenance of energy networks. Centuri operates in the U.S., primarily as NPL, Neuco, Linetec, and Riggs Distler, and in Canada, primarily as NPL Canada. Utility infrastructure services activity is seasonal in many of Centuri’s operating areas. Peak periods are the summer and fall months in colder climate areas, such as the northeastern and midwestern U.S. and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round. Basis of Presentation. The condensed consolidated financial statements of Southwest Gas Holdings, Inc. and its subsidiaries, and of Southwest Gas Corporation (with its subsidiaries) included herein have been prepared pursuant to the rules and regulations of the SEC. The year-end 2023 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. 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, as of the date of the financial statements, as well as 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 statement of results for the interim periods, have been made. Centuri and the Company do not always have the same basis of presentation, which could result in differences between the amounts presented in the Company’s financial information related to Centuri, and amounts included in Centuri’s separate publicly filed financial information. During the three months ended September 30, 2024, Centuri entered into an agreement for the securitization of accounts receivable, which includes the consolidation of a newly formed special purpose entity, and the derecognition of accounts receivable that are sold, due to the lack of continuing involvement following their sale to a third party. Refer to Note 3 – Revenue for further details. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Southwest and the Company included in our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the first quarter of 2023, management identified a misstatement related to its accounting for the cost of gas sold at Southwest, thereby determining that Net cost of gas sold was overstated in 2021 and 2022 by $2.3 million and $5.7 million, respectively. Southwest made an adjustment in the first quarter of 2023 to reduce Net cost of gas sold and to increase its asset balance for Deferred purchased gas costs by $8 million. Also in the first quarter of 2023, the Company identified an approximately $21 million misstatement related to its initial estimation of the loss recorded upon reclassifying MountainWest as an asset held for sale during the year ended December 31, 2022. Consequently, the impairment loss for the year ended December 31, 2022 was understated by approximately $21 million, which was corrected in the first quarter of 2023. The Company (and Southwest, with respect to Net cost of gas sold) assessed, both quantitatively and qualitatively, the impact of these items on previously issued financial statements, concluding they were not material to any earlier period or to the period of correction. Other Property and Investments. Other property and investments on Southwest’s and the Company’s Condensed Consolidated Balance Sheets includes: (Thousands of dollars) September 30, 2024 December 31, 2023 Net cash surrender value of COLI policies $ 154,673 $ 146,546 Other property 4,501 6,112 Total Southwest Gas Corporation 159,174 152,658 Non-regulated property, equipment, and intangibles 1,718,709 1,752,094 Non-regulated accumulated provision for depreciation and amortization (725,942) (675,632) Other property and investments 41,121 37,220 Total Southwest Gas Holdings, Inc. $ 1,193,062 $ 1,266,340 Held for sale. In the first quarter of 2023, the Company and Southwest concluded certain assets associated with their previous corporate headquarters met the criteria to be classified as held for sale. As a result, the Company and Southwest reclassified approximately $27 million from Other property and investments to Current assets held for sale on their respective Condensed Consolidated Balance Sheets in the first quarter of 2023. Also in 2023, the Company and Southwest recorded an estimated loss of $5.2 million on the assets based upon an updated fair value less costs to sell. The sale was completed in January 2024. Cash and Cash Equivalents. Cash and cash equivalents of the Company include $173.4 million and $48.9 million of money market fund investments at September 30, 2024 and December 31, 2023, respectively. Of these amounts, $141.7 million and $38.6 million at September 30, 2024 and December 31, 2023, respectively, were held by Southwest. Noncash investing activities include capital expenditures that were not yet paid, thereby remaining in accounts payable, amounts related to which declined by approximately $28.1 million and $17 million for the Company and Southwest, respectively, during the nine months ended September 30, 2024; and declined approximately $39.6 million and $35.2 million during the nine months ended September 30, 2023, for the Company and Southwest, respectively. The Company and Southwest expanded their presentation in the first quarter 2024 to show the Change in short-term portion of credit facility and Repayment of short-term debt as separate line items within their Condensed Consolidated Statements of Cash Flows. The comparable prior-year period has been updated to reflect this change. Prepaid and other current assets. Prepaid and other current assets for the Company and Southwest include, among other things, materials and operating supplies of $77.5 million at September 30, 2024 and $83.4 million at December 31, 2023 (carried at weighted average cost). Goodwill. Goodwill is assessed as of October 1 each year for impairment, or more frequently, if circumstances indicate an impairment to the carrying value of goodwill may have occurred. The Company’s reporting units for goodwill are its operating segments, which are also its reportable segments. Since December 31, 2023, management qualitatively assessed whether events during the first nine months of 2024 indicated it was more likely than not that the fair value of our reporting units was less than their carrying value, which if the case, could be an indication of a goodwill impairment. Through management’s assessments, no impairment was deemed to have occurred in the continuing segments of the Company. Goodwill in the Natural Gas Distribution and Utility Infrastructure Services segments is included in the respective Condensed Consolidated Balance Sheets as follows: (Thousands of dollars) Natural Gas Utility Infrastructure Total Company December 31, 2023 $ 11,155 $ 778,574 $ 789,729 Foreign currency translation adjustment — (2,134) (2,134) September 30, 2024 $ 11,155 $ 776,440 $ 787,595 Other Current Liabilities . Management recognizes in its balance sheets various liabilities that are expected to be settled through future cash payment within the next twelve months, including amounts payable under regulatory mechanisms, customary accrued expenses for employee compensation and benefits, declared but unpaid dividends, and miscellaneous other accrued liabilities. Other current liabilities for the Company include $44.5 million and $44.4 million of dividends declared as of September 30, 2024 and December 31, 2023, respectively. Also included in the balance for the Company and Southwest was $33.5 million and $87.6 million in accrued purchased gas costs as of September 30, 2024 and December 31, 2023, respectively. Other Income (Deductions). The following table provides the composition of significant items included in Other income (deductions) in Southwest’s and the Company’s Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended (Thousands of dollars) 2024 2023 2024 2023 Southwest Gas Corporation: Change in COLI policies $ 3,200 $ (1,500) $ 7,800 $ 4,800 Interest income 8,736 13,249 27,649 40,235 Equity AFUDC 1,874 — 5,548 — Other components of net periodic benefit cost 4,131 5,097 12,392 15,290 Miscellaneous expense (1,276) (2,309) (4,413) (8,603) Southwest Gas Corporation - total other income (deductions) 16,665 14,537 48,976 51,722 Centuri, MountainWest, and Southwest Gas Holdings, Inc.: Foreign transaction gain (loss) (5) 18 (6) (399) Equity AFUDC — — — 82 Equity in earnings (loss) of unconsolidated investments 127 142 (30) 591 Miscellaneous income and (expense) 37 (50) 935 466 Corporate and administrative (66) (183) (57) 66 Southwest Gas Holdings, Inc. - total other income (deductions) $ 16,758 $ 14,464 $ 49,818 $ 52,528 Interest income primarily relates to Southwest’s regulatory asset balances, including its deferred purchased gas cost mechanisms, the combined balance of which ranged from an asset balance of $687 million as of September 30, 2023 to a net liability balance of $180 million as of September 30, 2024. I nterest income is earned on asset balances and interest expense is incurred on liability balances. Refer also to Note 2 – Components of Net Periodic Benefit Cost for details regarding Other components of net periodic benefit cost. Noncontrolling Interest . In connection with the Centuri IPO, the Company recorded a noncontrolling intere st as part of equity in the Condensed Consolidated Balance Sheet (associated with the interests held by the new investors in Centuri), and recognized the excess of the fair value of the Centuri IPO proceeds over the carrying value of the noncontrolling interest, in addition to a portion of Accumulated other comprehensive loss relevant to the proportional interest of the noncontrolling parties in Centuri, within Additional paid-in capital. The Condensed Consolidated Statements of Income include multiple components of comprehensive income attributable to noncontrolling interests following the Centuri IPO. These amounts, including those distinguishable from net income attributed to these parties, are separately presented in the Condensed Consolidated Statements of Equity. Refer also to Note 8 - Centuri Separation . Redeemable Noncontrolling Interests . Separate from the noncontrolling ownership interests in Centuri, in connection with the earlier acquisition of Linetec, by Centuri, in November 2018, the previous Linetec owner initially retained a 20% equity interest in that entity, with redemption of that interest being subject to certain rights based on the passage of time or upon the occurrence of certain triggering events. Effective in 2022, the Company, through Centuri, had the right, but not the obligation, to purchase at fair value (subject to a floor) a portion of the interest held by the previous Linetec owner, and in incremental amounts each year thereafter. In March 2022, the parties agreed to a partial redemption, reducing the noncontrolling interest to 15%, and in March 2023, agreed to a partial 5% redemption (of the 15% then remaining). In April 2023, Centuri paid $39.9 million to the previous Linetec owner, thereby reducing the balance continuing to be redeemable at that time to 10% under the terms of the original agreement. In March 2024, the parties entered into an agreement to redeem the remaining 10% equity interest for $92 million, which resulted in Centuri owning all of the equity interest in Linetec as of March 31, 2024. Centuri paid the total amount payable under the terms of the redemption agreement in April 2024. Separately, certain members of Riggs Distler management hold a 1.41% interest in Drum Parent, Inc. (“Drum”), the parent of Riggs Distler, which is redeemable, subject to certain rights based on the passage of time or upon the occurrence of certain triggering events. A portion of the redeemable noncontrolling interest was funded through promissory notes made to noncontrolling interest holders bearing interest at the prime rate plus 2%. During the first quarter of 2024, Centuri forgave all outstanding promissory notes and unpaid interest owed from the Riggs Distler noncontrolling interest holders and in exchange, obtained a 0.47% portion of the equity interest in Drum that had been funded through these notes. This comprises most of the change noted below as redemption of Drum interests during the first nine months of 2024. Additionally, during the first quarter of 2024, Centuri reached an agreement to purchase 0.13% of the noncontrolling interest in Drum for $0.8 million, the majority of which was accrued in March 2024 and ultimately paid in April 2024. The remaining noncontrolling interest in Drum outstanding as of September 30, 2024 was 0.81%, with Centuri owning over 99% of Drum following these events. Significant changes in the value of the redeemable noncontrolling interests, above a floor determined at the establishment 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. Valuation adjustments also impact retained earnings, as reflected in the Company’s Condensed Consolidated Statement of Equity, but do not impact net income. The following depicts changes to the balances of the redeemable noncontrolling interests: (Thousands of dollars) Linetec Drum Total Balance, December 31, 2023 $ 91,978 $ 12,689 $ 104,667 Net income (loss) attributable to redeemable noncontrolling interests (193) 63 (130) Redemption value adjustments 194 — 194 Redemption of redeemable noncontrolling interest (91,979) (5,046) (97,025) Balance, September 30, 2024 $ — $ 7,706 $ 7,706 Earnings Per Share. Basic earnings per share (“EPS”) in each period of this report were calculated by dividing net income attributable to Southwest Gas Holdings, Inc. by the weighted-average number of shares during those periods. Diluted EPS includes additional weighted-average common stock equivalents (performance share units and restricted stock units). Unless otherwise noted, the term “Earnings Per Share” refers to Basic EPS. A reconciliation of the denominator used in Basic and Diluted EPS calculations is shown in the following table: Three Months Ended September 30, Nine Months Ended (In thousands) 2024 2023 2024 2023 Weighted average basic shares 71,880 71,626 71,816 70,488 Effect of dilutive securities: Restricted stock units (1) 206 225 178 188 Weighted average diluted shares 72,086 71,851 71,994 70,676 (1) The number of securities included 165,000 and 189,000 performance share units during the three months ended September 30, 2024 and September 30, 2023, the total of which was derived by assuming that target performance will be achieved during the relevant performance period. During the nine months ended September 30, 2024 and September 30, 2023, respectively, the number of securities included 148,000 and 160,000 performance share units, the total of which was derived by assuming that target performance will be achieved during the relevant performance period. Income Taxes. The Company’s effective tax rate was (421.1)% for the three months ended September 30, 2024, compared to (47.1)% for the corresponding period in 2023, primarily due to pre-tax income differences, the amortization of excess deferred income taxes, and corporate-owned life insurance (“COLI”). The Company’s effective tax was 14.8% for the nine months ended September 30, 2024, compared to 28.2% for the corresponding period in 2023, primarily due to amortization of excess deferred income taxes, nondeductible costs associated with the Centuri IPO, and the MountainWest sale in 2023, which included the impact of book versus tax basis differences related to that transaction. The tax impacts of further separation of Centuri will depend on the ultimate separation path (See Note 8 - Centuri Separation ). Southwest’s effective tax rate was 113.0% for the three months ended September 30, 2024, compared to 65.3% for the corresponding period in 2023 primarily due to pre-tax income differences, the amortization of excess deferred income taxes, and the impacts of COLI. Southwest’s effective tax rate was 14.2% for the nine months ended September 30, 2024, compared to 12.9% in the corresponding period in 2023 primarily due to the amortization of excess accumulated deferred income taxes and COLI. In April 2023, the Internal Revenue Service issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting that taxpayers may use to determine whether expenditures to repair, maintain, replace, or improve natural gas transmission and distribution property must be capitalized for tax purposes. The Company intends to adopt this change in tax accounting method with its 2024 U.S. federal income tax return filing in 2025, and it expects the safe harbor method to increase tax repair deductions. The effects of the change in method are not expected to be material to the financial statements overall, as this change will result in an increase in a deferred tax liability offset by a net operating loss position deferred tax asset. Recent Accounting Standards Updates. Recently issued accounting pronouncement that will be effective in 2024 and later periods: In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The update, among other amendments, requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, as well as an amount and description of the composition of other segment items to reconcile to segment profit or loss. The update also requires the title and position of the entity’s CODM to be disclosed, and extends certain annual disclosures to interim periods. The provisions of the update are effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company and Southwest expect that the adoption of this guidance will only impact disclosures, with no impact on results of operations, cash flows, or financial condition. Recently issued accounting pronouncement that will be effective after 2024: |