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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
Commission File Number 1-7850
SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)
California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $1 Par Value, 31,934,488 shares as of May 1, 2001.
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except par value)
MARCH 31, DECEMBER 31,
2001 2000
-------------- --------------
ASSETS (Unaudited)
Utility plant:
Gas plant $ 2,413,610 $ 2,369,697
Less: accumulated depreciation (746,030) (728,466)
Acquisition adjustments 3,029 3,124
Construction work in progress 43,143 41,727
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Net utility plant 1,713,752 1,686,082
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Other property and investments 94,159 91,685
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Current assets:
Cash and cash equivalents 41,344 19,955
Accounts receivable, net of allowances 162,207 135,609
Accrued utility revenue 32,973 57,873
Tax receivable, net - 13,394
Deferred purchased gas costs 158,547 92,064
Prepaids and other current assets 30,506 84,334
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Total current assets 425,577 403,229
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Deferred charges and other assets 49,216 51,341
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Total assets $ 2,282,704 $ 2,232,337
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CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 45,000,000 shares; issued
and outstanding - 31,892,816 and 31,710,004 shares) $ 33,523 $ 33,340
Additional paid-in capital 456,915 454,132
Retained earnings 73,244 45,995
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Total common equity 563,682 533,467
Redeemable preferred securities of Southwest Gas Capital I 60,000 60,000
Long-term debt, less current maturities 1,056,129 896,417
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Total capitalization 1,679,811 1,489,884
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Current liabilities:
Current maturities of long-term debt 8,143 8,139
Short-term debt - 131,000
Accounts payable 145,292 194,679
Customer deposits 29,335 29,039
Accrued taxes 33,472 -
Accrued interest 17,560 15,702
Deferred income taxes 52,382 48,965
Other current liabilities 34,014 54,006
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Total current liabilities 320,198 481,530
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Deferred income taxes and other credits:
Deferred income taxes and investment tax credits 205,304 204,168
Other deferred credits 77,391 56,755
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Total deferred income taxes and other credits 282,695 260,923
-------------- --------------
Total capitalization and liabilities $ 2,282,704 $ 2,232,337
============== ==============
The accompanying notes are an integral part of these statements.
2
SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
MARCH 31, MARCH 31,
----------------------------- -----------------------------
2001 2000 2001 2000
-------------- -------------- -------------- --------------
Operating revenues:
Gas operating revenues $ 447,220 $ 267,079 $ 1,050,852 $ 779,124
Construction revenues 40,278 29,736 173,918 146,532
-------------- -------------- -------------- --------------
Total operating revenues 487,498 296,815 1,224,770 925,656
-------------- -------------- -------------- --------------
Operating expenses:
Net cost of gas sold 279,707 123,504 550,914 317,649
Operations and maintenance 60,210 57,327 234,058 225,019
Depreciation and amortization 28,898 26,138 109,400 100,496
Taxes other than income taxes 8,719 7,673 30,865 28,071
Construction expenses 35,858 25,554 153,416 129,315
-------------- -------------- -------------- --------------
Total operating expenses 413,392 240,196 1,078,653 800,550
-------------- -------------- -------------- --------------
Operating income 74,106 56,619 146,117 125,106
-------------- -------------- -------------- --------------
Other income and (expenses):
Net interest deductions (20,239) (16,786) (74,124) (65,118)
Preferred securities distributions (1,369) (1,369) (5,475) (5,475)
Other income (deductions) 2,223 785 893 (1,072)
-------------- -------------- -------------- --------------
Total other income and (expenses) (19,385) (17,370) (78,706) (71,665)
-------------- -------------- -------------- --------------
Income before income taxes 54,721 39,249 67,411 53,441
Income tax expense 20,912 14,051 20,489 17,199
-------------- -------------- -------------- --------------
Net income $ 33,809 $ 25,198 $ 46,922 $ 36,242
============== ============== ============== ==============
Basic earnings per share $ 1.06 $ 0.81 $ 1.49 $ 1.17
============== ============== ============== ==============
Diluted earnings per share $ 1.05 $ 0.80 $ 1.48 $ 1.16
============== ============== ============== ==============
Dividends paid per share $ 0.205 $ 0.205 $ 0.82 $ 0.82
============== ============== ============== ==============
Average number of common shares outstanding 31,821 31,140 31,540 30,934
Average shares outstanding (assuming dilution) 32,069 31,302 31,765 31,186
The accompanying notes are an integral part of these statements.
3
SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
MARCH 31, MARCH 31,
----------------------------- ----------------------------
2001 2000 2001 2000
-------------- -------------- -------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 33,809 $ 25,198 $ 46,922 $ 36,242
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 28,898 26,138 109,400 100,496
Deferred income taxes 4,553 (1,388) 86,777 (11,008)
Changes in current assets and liabilities:
Accounts receivable, net of allowances (26,598) 4,059 (77,790) (993)
Accrued utility revenue 24,900 23,000 400 (373)
Deferred purchased gas costs (66,483) 4,916 (154,412) 18,933
Accounts payable (49,387) (9,869) 90,914 (1,213)
Accrued taxes 46,866 22,887 (30,026) (3,276)
Other current assets and liabilities 34,956 1,384 (11,345) 6,352
Other 22,853 1,097 21,412 3,106
-------------- -------------- -------------- -------------
Net cash provided by operating activities 54,367 97,422 82,252 148,266
-------------- -------------- -------------- -------------
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions (55,131) (45,776) (232,595) (229,597)
Other (2,879) (585) 1,629 1,170
-------------- -------------- -------------- -------------
Net cash used in investing activities (58,010) (46,361) (230,966) (228,427)
-------------- -------------- -------------- -------------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net 2,966 5,308 13,253 17,459
Dividends paid (6,523) (6,384) (25,854) (25,296)
Issuance of long-term debt, net 198,682 1,000 242,783 53,348
Retirement of long-term debt, net (2,093) (2,001) (8,234) (6,703)
Temporary changes in long-term debt (37,000) - (37,000) 33,000
Change in short-term debt (131,000) (55,600) (5,400) 4,680
-------------- -------------- -------------- -------------
Net cash provided by (used in) financing activities 25,032 (57,677) 179,548 76,488
-------------- -------------- -------------- -------------
Change in cash and cash equivalents 21,389 (6,616) 30,834 (3,673)
Cash at beginning of period 19,955 17,126 10,510 14,183
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Cash at end of period $ 41,344 $ 10,510 $ 41,344 10,510
============== ============== ============== =============
Supplemental information:
Interest paid, net of amounts capitalized $ 17,922 $ 16,475 $ 69,085 $ 63,417
Income taxes paid (received), net (16,602) 98 (29,704) 25,977
The accompanying notes are an integral part of these statements.
4
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS. Southwest Gas Corporation (the Company) is comprised of
two segments: natural gas operations (Southwest or the natural gas operations
segment) and construction services. Southwest purchases, transports and
distributes natural gas to customers in portions of Arizona, Nevada, and
California. The 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
sales are seasonal, peaking during the winter months. Variability in weather
from normal temperatures can materially impact results of operations. Natural
gas purchases and the timing of related recoveries can materially impact
liquidity. Northern Pipeline Construction Co. (Northern or the construction
services segment), a wholly owned subsidiary, is a full-service underground
piping contractor which provides utility companies with trenching and
installation, replacement, and maintenance services for energy distribution
systems.
BASIS OF PRESENTATION. The consolidated financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The preparation of the
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 at the date of the financial
statements and the reported amounts of revenue 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 presentation of the results for the interim periods, have
been made. It is suggested that these consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the 2000 Annual Report to Shareholders, which is incorporated by reference into
the 2000 Form 10-K.
INTERCOMPANY TRANSACTIONS. The construction services segment recognizes revenues
generated from contracts with Southwest (see Note 2 below). Accounts receivable
for these services were $6.4 million at March 31, 2001 and $5.2 million at
December 31, 2000. The accounts receivable balance, revenues, and associated
profits are included in the consolidated financial statements of the Company and
were not eliminated during consolidation in accordance with Statement of
Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation."
NOTE 2 - SEGMENT INFORMATION
The following tables list revenues from external customers, intersegment
revenues, and segment net income (thousands of dollars):
NATURAL GAS CONSTRUCTION
OPERATIONS SERVICES TOTAL
-------------- -------------- --------------
THREE MONTHS ENDED MARCH 31, 2001
Revenues from external customers $ 447,220 $ 25,141 $ 472,361
Intersegment revenues -- 15,137 15,137
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Total $ 447,220 $ 40,278 $ 487,498
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Segment net income $ 33,329 $ 480 $ 33,809
============== ============== ==============
THREE MONTHS ENDED MARCH 31, 2000
Revenues from external customers $ 267,079 $ 18,420 $ 285,499
Intersegment revenues -- 11,316 11,316
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Total $ 267,079 $ 29,736 $ 296,815
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Segment net income $ 24,364 $ 834 $ 25,198
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5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is principally engaged in the business of purchasing, transporting,
and distributing natural gas. Southwest is the largest distributor in Arizona,
selling and transporting natural gas in most of southern, central, and
northwestern Arizona, including the Phoenix and Tucson metropolitan areas.
Southwest is also the largest distributor and transporter of natural gas in
Nevada, and serves the Las Vegas metropolitan area and northern Nevada. In
addition, Southwest distributes and transports natural gas in portions of
California, including the Lake Tahoe area in northern California and high desert
and mountain areas in San Bernardino County.
Southwest purchases, transports, and distributes natural gas to approximately
1,352,000 residential, commercial, industrial and other customers, of which 56
percent are located in Arizona, 35 percent are in Nevada, and 9 percent are in
California. During the twelve months ended March 31, 2001, Southwest earned 57
percent of operating margin in Arizona, 34 percent in Nevada, and 9 percent in
California. During this same period, Southwest earned 85 percent of operating
margin from residential and small commercial customers, 3 percent from other
sales customers, and 12 percent from transportation customers. These patterns
are similar to prior years and are expected to continue.
Northern is a full-service underground piping contractor which provides utility
companies with trenching and installation, replacement, and maintenance services
for energy distribution systems.
CAPITAL RESOURCES AND LIQUIDITY
The capital requirements and resources of the Company generally are determined
independently for the natural gas operations and construction services segments.
Each business activity is generally responsible for securing its own financing
sources. The capital requirements and resources of the construction services
segment are not material to the overall capital requirements and resources of
the Company.
Southwest continues to experience significant population growth throughout its
service territories. This growth has required large amounts of capital to
finance the investment in infrastructure, in the form of new transmission and
distribution plant, to satisfy consumer demand. For the twelve months ended
March 31, 2001, natural gas construction expenditures totaled $216 million.
Approximately 75 percent of these current-period expenditures represented new
construction and the balance represented costs associated with routine
replacement of existing transmission, distribution, and general plant. Cash
flows from operating activities of Southwest (net of dividends) provided $42
million for the twelve months ended March 31, 2001. Such cash flows were
unfavorably impacted by unusually high working capital requirements resulting
from gas costs that exceeded the amounts currently being recovered from
customers.
Southwest estimates construction expenditures during the three-year period
ending December 31, 2003 will be approximately $694 million. During the
three-year period, cash flow from operating activities (net of dividends) is
estimated to fund approximately 60 percent of the gas operations total
construction expenditures. The remaining cash requirements are expected to be
provided by external financing sources. The timing, types, and amounts of these
additional external financings will be dependent on a number of factors,
including conditions in the capital markets, timing and amounts of rate relief
and growth levels in Southwest service areas. These external financings may
include the issuance of both debt and equity securities, bank and other
short-term borrowings, and other forms of financing.
In February 2001, the Company issued $200 million in Notes, due 2011, bearing
interest at 8.375 %. The net proceeds from the sale of the Notes will be used to
finance the construction, completion, extension or improvement of the pipeline
systems and facilities located in and around the communities served by
Southwest. Those capital expenditures were originally funded, in part, with
short-term debt, which was repaid with the net proceeds of the Notes.
6
During the first quarter of 2001, Southwest continued to experience high gas
purchase prices relative to amounts recovered in rates for gas purchases. High
natural gas prices are expected to continue throughout the year. Southwest
generally defers over or under collections of gas costs to purchased gas
adjustment (PGA) accounts. At March 31, 2001, the combined balances in these
PGA accounts were $159 million. The balances will increase until recovery rates
are adjusted and amounts are recovered from customers, or prices paid for gas
purchases decline below levels embedded in sales rates. See RATES AND
REGULATORY PROCEEDINGS for the status of current PGA filings. Southwest
utilizes short-term borrowings to temporarily finance PGA balances. Southwest
has short-term borrowing capacity of $225 million, which is considered adequate
to meet anticipated needs.
RESULTS OF CONSOLIDATED OPERATIONS
Period Ended March 31,
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Three Months Twelve Months
----------------------------- ------------------------------
2001 2000 2001 2000
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Contribution to net income
- --------------------------
(Thousands of dollars)
Natural gas operations $ 33,329 $ 24,364 $ 42,873 $ 32,772
Construction services 480 834 4,049 3,470
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Net income $ 33,809 $ 25,198 $ 46,922 $ 36,242
=========== =========== =========== ==========
Earnings per share
- ------------------
Gas operations $ 1.05 $ 0.78 $ 1.36 $ 1.06
Construction services 0.01 0.03 0.13 0.11
----------- ----------- ----------- ----------
Consolidated $ 1.06 $ 0.81 $ 1.49 $ 1.17
=========== =========== =========== ==========
See separate discussion at RESULTS OF NATURAL GAS OPERATIONS.
Construction services earnings per share for the three months ended March 31,
2001 were $0.02 lower when compared to the same period in 2000. The decrease
resulted from favorable weather conditions during the first quarter of 2000 that
were not experienced in 2001. Construction services earnings per share for the
twelve months ended March 31, 2001 were $0.02 higher than earnings per share for
the prior twelve-month period. The increase was the result of additional
contracts obtained during the current period.
The following table sets forth the ratios of earnings to fixed charges for the
Company:
For the Twelve Months Ended
------------------------------------------
March 31, December 31,
2001 2000
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Ratio of earnings to fixed charges 1.75 1.60
Earnings are defined as the sum of pretax income plus fixed charges. Fixed
charges consist of all interest expense including capitalized interest,
one-third of rent expense (which approximates the interest component of such
expense), preferred securities distributions, and amortized debt costs.
7
RESULTS OF NATURAL GAS OPERATIONS
Quarterly Analysis
- ------------------
Three Months Ended
March 31,
------------------------------
2001 2000
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(Thousands of dollars)
Gas operating revenues $ 447,220 $ 267,079
Net cost of gas sold 279,707 123,504
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Operating margin 167,513 143,575
Operations and maintenance expense 60,210 57,327
Depreciation and amortization 25,644 23,416
Taxes other than income taxes 8,719 7,673
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Operating income 72,940 55,159
Other income 1,976 270
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Income before interest and income taxes 74,916 55,429
Net interest deductions 19,775 16,387
Preferred securities distributions 1,369 1,369
Income tax expense 20,443 13,309
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Contribution to consolidated net income $ 33,329 $ 24,364
=========== ===========
Contribution from natural gas operations improved $9 million in the first
quarter of 2001 compared to the same period a year ago. The increase was
principally the result of higher operating margin partially offset by increased
operating expenses and financing costs.
Operating margin increased $24 million, or 17 percent compared to the same
period a year ago. Differences in heating demand caused by weather variations
between periods resulted in an $18 million margin increase. During the first
quarter of 2001, operating margin from weather-sensitive customers was $6
million higher than expected due to colder-than-normal weather conditions.
Operating margin for the first quarter of 2000 was nearly $12 million lower than
it would have been under normal conditions, as Southwest experienced the warmest
February in ten years. Customer growth contributed $6 million of incremental
operating margin, as the Company served 62,000, or five percent, more customers
than a year ago.
Operations and maintenance expense increased $2.9 million, or five percent,
reflecting general increases in labor and maintenance costs. Depreciation
expense and general taxes increased $3.3 million, or 11 percent, as a result of
construction activities. Average gas plant in service increased $170 million, or
eight percent, as compared to the first quarter of 2000. The increase reflects
ongoing capital expenditures for the upgrade of existing operating facilities
and the expansion of the system to accommodate continued customer growth.
Net interest deductions increased $3.4 million, or 21 percent, due to additional
borrowings to finance construction expenditures and to finance purchased gas
costs in excess of amounts recovered from customers.
8
Twelve-Month Analysis
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Twelve Months Ended
March 31,
------------------------------
2001 2000
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(Thousands of dollars)
Gas operating revenues $ 1,050,852 $ 779,124
Net cost of gas sold 550,914 317,649
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Operating margin 499,938 461,475
Operations and maintenance expense 234,058 225,019
Depreciation and amortization 96,917 89,759
Taxes other than income taxes 30,865 28,071
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Operating income 138,098 118,626
Other income (expense) (59) (2,772)
----------- -----------
Income before interest and income taxes 138,039 115,854
Net interest deductions 72,280 63,352
Preferred securities distributions 5,475 5,475
Income tax expense 17,411 14,255
----------- -----------
Contribution to consolidated net income $ 42,873 $ 32,772
=========== ===========
Contribution to consolidated net income improved $10.1 million in the current
twelve-month period compared to the same period a year ago. The increase was the
result of higher operating margin and improved other income (expense), partially
offset by increased operating expenses and financing costs.
Operating margin increased $38 million, or eight percent, between periods.
Differences in heating demand, caused by weather which was 13 percent colder
than during the prior period, resulted in a $21 million increase in operating
margin. Customer growth contributed $17 million in incremental margin.
Operations and maintenance expense increased $9 million, or four percent,
reflecting general increases in labor and maintenance costs along with
incremental operating expenses associated with providing service to a steadily
growing customer base.
Depreciation expense and general taxes increased $10 million, or eight percent,
as a result of additional plant in service. Average gas plant in service for the
current twelve-month period increased $171 million, or eight percent, compared
to the corresponding period a year ago. This was attributable to the upgrade of
existing operating facilities and the expansion of the system to accommodate new
customers.
Other income (expense) improved $2.7 million in the current twelve-month period
compared to the same period a year ago. The prior period included costs
associated with the now terminated merger agreement with ONEOK, Inc. of $5
million, partially offset by a $1.6 million litigation settlement recorded in
April 1999 by a non-construction, non-utility subsidiary.
Net interest deductions increased $8.9 million, or 14 percent, resulting
primarily from additional borrowings to finance construction expenditures and to
finance purchased gas costs in excess of amounts recovered from customers.
During the current twelve-month period, the Company recognized $5 million, or
$0.16 per share, of income tax benefits associated with the favorable resolution
of certain federal income tax issues, and the statutory closure of open federal
tax years. The prior twelve-month period included $2.1 million, or $0.07 per
share, of such income tax benefits.
9
RATES AND REGULATORY PROCEEDINGS
ARIZONA GENERAL RATE CASE. In May 2000, Southwest filed a general rate
application with the Arizona Corporation Commission (ACC) seeking approval to
increase operating margin by $37.1 million, or nine percent, annually for its
Arizona rate jurisdiction. Southwest sought rate relief for increased operating
costs, changes in financing costs, declining average residential usage, and
improvements and additions to the distribution system.
In February 2001, Southwest entered into a negotiated settlement proposal
(Settlement) with the ACC Staff and the Residential Utility Consumer Office. In
April 2001, the ACC indicated that additional information was needed before new
rates could be approved and did not accept the Settlement. As a result, the
application for new rates will proceed to a hearing. Southwest will supplement
the record in the case currently on file with additional information requested
by the ACC to further support the initial application for an annual operating
margin increase of $37.1 million. ACC hearings are expected to begin shortly.
A decision by the ACC is expected during the third quarter of 2001.
NEVADA PGA FILINGS. In January 2001, Southwest submitted an out-of-cycle PGA
filing with the Public Utilities Commission of Nevada (PUCN) as a result of the
run-up in natural gas prices experienced through December 2000. This filing
would result in annual revenue increases of $59 million, or 28 percent, in
southern Nevada, and $28.2 million, or 37 percent, in northern Nevada, if
approved in full. PUCN hearings related to this filing are expected to begin in
June 2001. A decision by the PUCN is expected during the third quarter of 2001.
In October 2000, Southwest submitted an out-of-cycle PGA filing with the PUCN to
recover gas costs incurred through September 2000. This filing was approved
effective January 2001. In a related order issued May 2001, the PUCN directed
that Southwest meet with PUCN staff and the Bureau of Consumer Protection in the
third quarter of 2001 to establish guidelines for Southwest to follow in
constructing its Nevada gas supply portfolio for coming years. The guidelines
are expected to include a requirement to utilize financial options to mitigate
future price risks.
FORWARD-LOOKING STATEMENTS
This report contains 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, natural gas prices, the effects of
regulation/deregulation, the timing and amount of rate relief, changes in
capital requirements and funding, resolution of the pending litigation,
acquisitions and competition.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
Litigation is pending in the United States District Court for the Southern
District of California (99 cv 1891-L (JAH)) and the United States District Court
of Arizona (Civ `99 1294 PHX ROS, Civ `00 0119 PHX VAM, Civ '00 0452 PHX RGS,
Civ '00 1775 PHX ROS and Civ '00 1812 PHX ROS) relating to the now terminated
acquisition of the Company by ONEOK, Inc. and the rejection of competing offers
from Southern Union Company. This litigation is described in Item 3, "Legal
Proceedings" in the 2000 Form 10-K filed with the Securities and Exchange
Commission. There have been no new material developments related to these
proceedings.
Other Proceedings
- -----------------
The Company has been named as defendant in various other legal proceedings. The
ultimate dispositions of these proceedings are not presently determinable;
however, it is the opinion of management that none of this litigation will have
a material adverse impact on the financial position or results of operations of
the Company.
10
ITEM 2-5. NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following document is filed as part of this report on
Form 10-Q:
Exhibit 12.1 - Computation of Ratios of Earnings to Fixed
Charges.
(b) Reports on Form 8-K
On April 26, 2001, the Company reported summary financial
information for the quarter and twelve months ended March 31,
2001 pursuant to Item 9 of Form 8-K.
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 thereunto duly authorized.
Southwest Gas Corporation
-------------------------------------------
(Registrant)
Date: May 14, 2001
/s/ Edward A. Janov
-------------------------------------------
Edward A. Janov
Vice President and Chief Accounting Officer
11