|
|
|
||||||||||||||||||||
NORTHWEST NATURAL HOLDING COMPANY
|
|
NORTHWEST NATURAL GAS COMPANY
|
||||||||||||||||||||
(Exact name of registrant as specified in its charter)
|
|
(Exact name of registrant as specified in its charter)
|
||||||||||||||||||||
Oregon
|
82-4710680
|
|
Oregon
|
93-0256722
|
||||||||||||||||||
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
250 S.W. Taylor Street
|
|
250 S.W. Taylor Street
|
||||||||||||||||||||||
Portland
|
,
|
Oregon
|
97204
|
|
Portland
|
,
|
Oregon
|
97204
|
||||||||||||||||
(Address of principal executive offices)
|
(Zip Code)
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number:
|
(503)
|
226-4211
|
|
Registrant’s telephone number:
|
(503)
|
226-4211
|
Securities registered pursuant to Section 12(b) of the Act:
|
|||
Registrant
|
Title of each class
|
Trading Symbol
|
Name of each exchange
on which registered
|
Northwest Natural Holding Company
|
Common Stock
|
NWN
|
New York Stock Exchange
|
Northwest Natural Gas Company
|
None
|
|
|
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).
|
||||
Northwest Natural Holding Company
|
|
Emerging growth company
|
☐
|
|
Northwest Natural Gas Company
|
|
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 1.01
|
Entry into a Material Definitive Agreement.
|
Item 2.02
|
Regulation FD Disclosure.
|
Item 8.01
|
Other Events.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit
|
|
Description
|
|
|
|
|
||
|
||
104
|
|
Inline XBRL for the cover page of this Current Report on Form 8-K.
|
|
|
NORTHWEST NATURAL HOLDING COMPANY
|
|
|
(Registrant)
|
|
|
|
Dated:
|
March 2, 2020
|
/s/ Frank H. Burkhartsmeyer
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
NORTHWEST NATURAL GAS COMPANY
|
|
|
(Registrant)
|
|
|
|
Dated:
|
March 2, 2020
|
/s/ Frank H. Burkhartsmeyer
|
|
|
Senior Vice President and Chief Financial Officer
|
Mr. John Rigas
SENSA Holdings LLC
667 Madison Avenue #5
New York, NY 10065
|
Mr. Jack Bellinger
General Counsel
SENSA Holdings LLC
10000 Memorial Drive, Suite 200
Houston, TX 77024
|
Mr. John Thrash
SENSA Holdings LLC
667 Madison Avenue #5
New York NY 10065
|
|
|
|
|
|
|
By
|
|
|
|
|
|
John F. Thrash, Director
|
|
|
|
|
|
|
|
|
By
|
|
|
|
|
|
John Rigas, Director
|
|
|
|
Exhibit 99.1
|
•
|
Reported net income from continuing operations of $2.19 per share for 2019 and adjusted earnings1 from continuing operations of $2.41 per share, compared to net income from continuing operations of $2.33 per share for 2018
|
•
|
Added nearly 12,500 natural gas meters over the last 12 months equating to a 1.7% growth rate
|
•
|
Invested nearly $240 million in our natural gas infrastructure and began service at the North Mist facility
|
•
|
Scored first in the nation among large gas utilities in the 2019 J.D. Power Gas Utility Residential Customer Satisfaction Study
|
•
|
Completed NW Natural's first Washington general rate case in a decade
|
•
|
Filed an Oregon general rate case in December 2019 to recover costs and investments that strengthen and reinforce the natural gas system, provide necessary system maintenance and operational resiliency, and technology upgrades
|
•
|
Closed four water and wastewater utility transactions bringing our total connections to nearly 21,000
|
•
|
Increased the dividend for 64th consecutive year to an annual indicated dividend rate of $1.91 per share
|
•
|
Initiated 2020 earnings guidance in the range of $2.25 to $2.45 per share from continuing operations
|
1
|
Adjusted 2019 metrics are non-GAAP financial measures and exclude the regulatory pension disallowance of $10.5 million pre-tax or $6.6 million and $0.22 cents per share after-tax. See "Annual Results" and "Reconciliation to GAAP" for additional information.
|
•
|
Investments supporting customer growth and reliability of the distribution system as well as operating resiliency;
|
•
|
Replacement of key components of the Mist storage facility, which provides critical service during the peak winter months; and
|
•
|
Technology upgrades that enhance cybersecurity and critical customer interfacing systems.
|
•
|
$12.2 million increase in margin;
|
•
|
$6.3 million increase in operations and maintenance expense;
|
•
|
$11.2 million increase in other expense; and
|
•
|
$5.4 million decrease in income tax expense.
|
|
2019
|
|
2018
|
|
Change
|
|||||||||||||||
In thousands, except per share data
|
Amount
|
Per Share
|
|
Amount
|
Per Share
|
|
Amount
|
Per Share
|
||||||||||||
Net income from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas distribution segment
|
$
|
60,828
|
|
$
|
2.04
|
|
|
$
|
57,491
|
|
$
|
1.99
|
|
|
$
|
3,337
|
|
$
|
0.05
|
|
Regulatory pension disallowance, net
|
6,588
|
|
0.22
|
|
|
—
|
|
—
|
|
|
6,588
|
|
0.22
|
|
||||||
Adjusted natural gas distribution segment1
|
$
|
67,416
|
|
$
|
2.26
|
|
|
$
|
57,491
|
|
$
|
1.99
|
|
|
$
|
9,925
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
$
|
4,483
|
|
$
|
0.15
|
|
|
$
|
9,820
|
|
$
|
0.34
|
|
|
$
|
(5,337
|
)
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated
|
$
|
65,311
|
|
$
|
2.19
|
|
|
$
|
67,311
|
|
$
|
2.33
|
|
|
$
|
(2,000
|
)
|
$
|
(0.14
|
)
|
Adjusted consolidated1
|
71,899
|
|
2.41
|
|
|
67,311
|
|
2.33
|
|
|
4,588
|
|
0.08
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted Shares
|
|
29,859
|
|
|
|
28,873
|
|
|
|
986
|
|
1
|
Adjusted 2019 natural gas distribution segment and adjusted consolidated net income from continuing operations are non-GAAP financial measures and exclude the effects of a regulatory disallowance of NW Natural's pension balancing account of $6.6 million after-tax (or $10.5 million pre-tax). See "Reconciliation to GAAP" for additional information.
|
|
2019
|
|
2018
|
|
Change
|
|||||||||||||||
In thousands, except per share data
|
Amount
|
Per Share
|
|
Amount
|
Per Share
|
|
Amount
|
Per Share
|
||||||||||||
Net income from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas distribution segment
|
$
|
37,980
|
|
$
|
1.25
|
|
|
$
|
32,561
|
|
$
|
1.12
|
|
|
$
|
5,419
|
|
$
|
0.13
|
|
Other
|
368
|
|
0.01
|
|
|
4,222
|
|
0.15
|
|
|
(3,854
|
)
|
(0.14
|
)
|
||||||
Net income from continuing operations
|
$
|
38,348
|
|
$
|
1.26
|
|
|
$
|
36,783
|
|
$
|
1.27
|
|
|
$
|
1,565
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted Shares
|
|
30,521
|
|
|
|
28,940
|
|
|
|
1,581
|
|
Date and Time:
|
Monday, March 2
8 a.m. PT (11 a.m. ET)
|
|
|
Phone Numbers:
|
United States: 1-866-267-6789
Canada: 1-855-669-9657
International: 1-412-902-4110
|
NORTHWEST NATURAL HOLDINGS
|
|
|
|
||||
Consolidated Balance Sheets (Unaudited)
|
As of December 31,
|
||||||
In thousands
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,648
|
|
|
$
|
12,633
|
|
Accounts receivable
|
67,137
|
|
|
66,970
|
|
||
Accrued unbilled revenue
|
56,192
|
|
|
57,827
|
|
||
Allowance for uncollectible accounts
|
(673
|
)
|
|
(977
|
)
|
||
Regulatory assets
|
41,929
|
|
|
41,930
|
|
||
Derivative instruments
|
6,802
|
|
|
9,001
|
|
||
Inventories
|
43,985
|
|
|
44,149
|
|
||
Gas reserves
|
15,278
|
|
|
16,647
|
|
||
Income taxes receivable
|
256
|
|
|
6,000
|
|
||
Other current assets
|
38,004
|
|
|
28,472
|
|
||
Discontinued operations - current assets
|
15,134
|
|
|
13,269
|
|
||
Total current assets
|
293,692
|
|
|
295,921
|
|
||
Non-current assets:
|
|
|
|
||||
Property, plant, and equipment
|
3,476,746
|
|
|
3,414,490
|
|
||
Less: accumulated depreciation
|
1,037,847
|
|
|
993,118
|
|
||
Total property, plant, and equipment, net
|
2,438,899
|
|
|
2,421,372
|
|
||
Gas reserves
|
48,394
|
|
|
66,197
|
|
||
Regulatory assets
|
343,146
|
|
|
371,786
|
|
||
Derivative instruments
|
3,337
|
|
|
725
|
|
||
Other investments
|
63,333
|
|
|
63,558
|
|
||
Operating lease right of use asset
|
2,950
|
|
|
—
|
|
||
Assets under sales-type leases
|
146,310
|
|
|
—
|
|
||
Goodwill
|
49,929
|
|
|
8,954
|
|
||
Other non-current assets
|
38,464
|
|
|
14,149
|
|
||
Total non-current assets
|
3,134,762
|
|
|
2,946,741
|
|
||
Total assets
|
$
|
3,428,454
|
|
|
$
|
3,242,662
|
|
Liabilities and equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
149,100
|
|
|
$
|
217,620
|
|
Current maturities of long-term debt
|
75,109
|
|
|
29,989
|
|
||
Accounts payable
|
113,370
|
|
|
115,878
|
|
||
Taxes accrued
|
11,971
|
|
|
11,023
|
|
||
Interest accrued
|
7,451
|
|
|
7,306
|
|
||
Regulatory liabilities
|
44,657
|
|
|
47,436
|
|
||
Derivative instruments
|
2,000
|
|
|
12,381
|
|
||
Operating lease liabilities
|
2,101
|
|
|
—
|
|
||
Other current liabilities
|
62,705
|
|
|
54,492
|
|
||
Discontinued operations - current liabilities
|
13,709
|
|
|
12,959
|
|
||
Total current liabilities
|
482,173
|
|
|
509,084
|
|
||
Long-term debt
|
805,955
|
|
|
706,247
|
|
||
Deferred credits and other non-current liabilities:
|
|
|
|
|
|||
Deferred tax liabilities
|
295,643
|
|
|
280,463
|
|
||
Regulatory liabilities
|
625,717
|
|
|
611,560
|
|
||
Pension and other postretirement benefit liabilities
|
228,129
|
|
|
221,886
|
|
||
Derivative instruments
|
609
|
|
|
3,025
|
|
||
Operating lease liabilities
|
841
|
|
|
—
|
|
||
Other non-current liabilities
|
123,388
|
|
|
147,763
|
|
||
Total deferred credits and other non-current liabilities
|
1,274,327
|
|
|
1,264,697
|
|
||
Equity:
|
|
|
|
||||
Common stock
|
558,282
|
|
|
457,640
|
|
||
Retained earnings
|
318,450
|
|
|
312,182
|
|
||
Accumulated other comprehensive loss
|
(10,733
|
)
|
|
(7,188
|
)
|
||
Total equity
|
865,999
|
|
|
762,634
|
|
||
Total liabilities and equity
|
$
|
3,428,454
|
|
|
$
|
3,242,662
|
|
NORTHWEST NATURAL HOLDINGS
|
|
|
|
||||
Consolidated Statements of Cash Flows (Unaudited)
|
Year Ended December 31,
|
||||||
In thousands
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
61,735
|
|
|
$
|
64,569
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
||||
Depreciation and amortization
|
91,496
|
|
|
85,156
|
|
||
Regulatory amortization of gas reserves
|
19,172
|
|
|
16,684
|
|
||
Deferred income taxes
|
6,317
|
|
|
14,356
|
|
||
Qualified defined benefit pension plan expense
|
16,497
|
|
|
8,108
|
|
||
Contributions to qualified defined benefit pension plans
|
(10,970
|
)
|
|
(15,540
|
)
|
||
Deferred environmental expenditures, net
|
(16,226
|
)
|
|
(14,528
|
)
|
||
Environmental remediation expense
|
12,337
|
|
|
11,127
|
|
||
Regulatory revenue deferral from the TCJA
|
853
|
|
|
7,929
|
|
||
Regulatory disallowance of pension costs
|
10,500
|
|
|
—
|
|
||
Other
|
13,907
|
|
|
1,596
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables, net
|
5,844
|
|
|
181
|
|
||
Inventories
|
(5,969
|
)
|
|
3,207
|
|
||
Income and other taxes
|
4,528
|
|
|
(16,904
|
)
|
||
Accounts payable
|
(16,485
|
)
|
|
16,792
|
|
||
Interest accrued
|
145
|
|
|
526
|
|
||
Deferred gas costs
|
(23,471
|
)
|
|
(14,395
|
)
|
||
Decoupling mechanism
|
18,661
|
|
|
4,497
|
|
||
Other, net
|
(4,285
|
)
|
|
(3,945
|
)
|
||
Discontinued operations
|
712
|
|
|
(645
|
)
|
||
Cash provided by operating activities
|
185,298
|
|
|
168,771
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(223,471
|
)
|
|
(214,636
|
)
|
||
Acquisitions, net of cash acquired
|
(56,786
|
)
|
|
(873
|
)
|
||
Leasehold improvement expenditures
|
(18,812
|
)
|
|
(4,415
|
)
|
||
Other
|
(2,885
|
)
|
|
1,898
|
|
||
Discontinued operations
|
(1,827
|
)
|
|
573
|
|
||
Cash used in investing activities
|
(303,781
|
)
|
|
(217,453
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from stock options exercised
|
2,015
|
|
|
1,546
|
|
||
Proceeds from common stock issued
|
92,956
|
|
|
—
|
|
||
Long-term debt issued
|
175,000
|
|
|
50,000
|
|
||
Long-term debt retired
|
(30,000
|
)
|
|
(97,000
|
)
|
||
Change in short-term debt
|
(68,520
|
)
|
|
163,274
|
|
||
Cash dividend payments on common stock
|
(53,339
|
)
|
|
(51,311
|
)
|
||
Stock purchases related to acquisitions
|
—
|
|
|
(7,951
|
)
|
||
Other
|
(2,614
|
)
|
|
(715
|
)
|
||
Cash provided by financing activities
|
115,498
|
|
|
57,843
|
|
||
Increase (decrease) in cash and cash equivalents
|
(2,985
|
)
|
|
9,161
|
|
||
Cash and cash equivalents, beginning of period
|
12,633
|
|
|
3,472
|
|
||
Cash and cash equivalents, end of period
|
$
|
9,648
|
|
|
$
|
12,633
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid, net of capitalization
|
$
|
41,231
|
|
|
$
|
35,324
|
|
Income taxes paid (refunded), net
|
(96
|
)
|
|
27,370
|
|
NORTHWEST NATURAL HOLDINGS
|
||||||||||||||
Reconciliation to GAAP (Unaudited)
|
||||||||||||||
Annual Results 2019
|
||||||||||||||
|
|
Twelve Months Ended December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
In thousands, except per share data
|
|
Amount
|
Per Share
|
|
Amount
|
Per Share
|
||||||||
CONSOLIDATED
|
|
|
|
|
|
|
||||||||
GAAP net income from continuing operations
|
|
$
|
65,311
|
|
$
|
2.19
|
|
|
$
|
67,311
|
|
$
|
2.33
|
|
Regulatory pension disallowance
|
|
10,500
|
|
0.35
|
|
|
—
|
|
—
|
|
||||
Income tax effect of regulatory disallowance1
|
|
(3,912
|
)
|
(0.13
|
)
|
|
—
|
|
—
|
|
||||
Adjusted net income from continuing operations
|
|
$
|
71,899
|
|
$
|
2.41
|
|
|
$
|
67,311
|
|
$
|
2.33
|
|
|
|
|
|
|
|
|
||||||||
Diluted shares
|
|
|
29,859
|
|
|
|
28,873
|
|
||||||
|
|
|
|
|
|
|
||||||||
NATURAL GAS DISTRIBUTION SEGMENT
|
|
|
|
|
|
|
||||||||
GAAP net income
|
|
$
|
60,828
|
|
$
|
2.04
|
|
|
$
|
57,491
|
|
$
|
1.99
|
|
Regulatory pension disallowance
|
|
10,500
|
|
0.35
|
|
|
—
|
|
—
|
|
||||
Income tax effect of regulatory disallowance1
|
|
(3,912
|
)
|
(0.13
|
)
|
|
—
|
|
—
|
|
||||
Adjusted net income
|
|
$
|
67,416
|
|
$
|
2.26
|
|
|
$
|
57,491
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
1
|
Regulatory disallowance related to the pension balancing account was recognized in the first quarter of 2019. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5% and reducing the disallowance by $1.1 million of deferred taxes specifically associated with the pension balancing account.
|