View:
United States securities and exchange commission logo
September 20, 2022
Gregory J. Peterson
Senior Vice President and Chief Financial Officer
Southwest Gas Holdings, Inc.
8360 S. Durango Drive
Post Office Box 98510
Las Vegas, Nevada 89193-8510
Re: Southwest Gas
Holdings, Inc.
Southwest Gas
Corporation
Form 10-K for the
Year Ended December 31, 2021
Filed March 1, 2022
Form 8-K filed
August 9, 2022
File Nos. 1-37976
and 1-07850
Dear Mr. Peterson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Item 1A. Risk Factors
The Company's operating results may be adversely impacted by prolonged
inflationary periods.,
page 17
1. We note your risk
factor indicating that your operating results may be adversely impacted
by prolonged
inflationary periods. Please update this risk factor in future filings if
recent
inflationary pressures
have materially impacted your operations. In this regard, identify
the types of
inflationary pressures you are facing and how your business has been
affected.
Gregory J. Peterson
FirstName LastNameGregory
Southwest Gas Holdings, Inc. J. Peterson
Comapany 20,
September NameSouthwest
2022 Gas Holdings, Inc.
September
Page 2 20, 2022 Page 2
FirstName LastName
Exhibit 13.01
Note 1. Background, Organization, and Summary of Significant Accounting
Policies
Goodwill, page 39
2. We note net income of the Utility Infrastructure Services segment
decreased $34.4 million
in 2021 compared to 2020. In addition, the net income of the segment
for the 6 months
ended June 30, 2022 declined to a loss of $18.7 million compared to
net income of $14.3
million for the six months ended June 30, 2021. We note you acquired
Riggs Distler in
August 2021, however you also disclose an increase in expenses due to
inflation, as well
as inefficiencies from equipment and facility utilization and
under-absorption of other
fixed costs due to reduced work from two large customers in 2021.
Given these reasons,
as well as the announcement to separate Centuri in March 2022, please
tell us the factors
considered to determine impairment of goodwill for the Utility
Infrastructure Services
segment was not required. Specifically, address the qualitative
factors outlined in ASC
350-20-35-3C to support your determination and tell us how you
determined it is not more
likely than not that the fair value of the reporting unit is less than
its carrying amounts and
therefore, the quantitative impairment test is unnecessary in
accordance with ASC 350-20-
35-3D. Last, given your announcement that you plan to separate Centuri
from Southwest
Gas Holdings, Inc. within the next nine to twelve months, please tell
us if you have
performed a quantitative analysis of the fair value of Centuri. If so,
to the extent the
estimated fair value was not substantially in excess of the carrying
value, please disclose
the percentage by which the fair value exceeded the carrying value in
management s
discussion and analysis.
Form 8-K filed August 9, 2022
Exhibit 99.01
Reconciliation of non-GAAP financial measures of Adjusted net income (loss) and
Adjusted
diluted earnings per share and their comparable GAA
3. We note you include a line item in your non-GAAP measures titled
Nonrecurring stand-
up costs associated with integrating Mountain West, net of tax.
Please tell us the types of
costs that are included in this adjustment and quantify the amounts
separately in your
response. To the extent you have included expenses that are normal,
recurring, cash
operating expenses necessary to operate your business, please remove
these adjustments
from future filings. Refer to Question 100.01 of the Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures.
4. In your non-GAAP reconciliations of adjusted net income, you present
adjustments net of
tax. Please revise to present the tax effects of non-GAAP adjustments
as a separate
adjustments and provide an explanation of how the tax impacts are
calculated. Refer to
Question 102.11 of the Compliance and Disclosure Interpretations on
Non-GAAP
Financial Measures.
Gregory J. Peterson
Southwest Gas Holdings, Inc.
September 20, 2022
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796
or Craig
Arakawa, Branch Chief, at (202) 551-3650 with any questions.
FirstName LastNameGregory J. Peterson Sincerely,
Comapany NameSouthwest Gas Holdings, Inc.
Division of
Corporation Finance
September 20, 2022 Page 3 Office of Energy &
Transportation
FirstName LastName