株探米国株
日本語 英語
エドガーで原本を確認する
00017339980000073020falsefalse00017339982023-08-032023-08-030001733998nwn:NorthwestNaturalGasCompanyMember2023-08-032023-08-03

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

August 3, 2023
Date of Report (Date of earliest event reported)

nwnholdingshza34.jpg
nwn4chza31.jpg
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) 
Commission file number  1-38681 Commission file number  1-15973
Oregon 82-4710680 Oregon 93-0256722
(State or other jurisdiction of
incorporation)
(I.R.S. Employer
Identification No.)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
250 SW Taylor Street 250 SW 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, including area code: (503) 226-4211 Registrant’s telephone number, including area code: (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
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 (see General Instruction A.2. below):
☐ 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).
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 2.02
Results of Operation and Financial Condition

On August 3, 2023, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or Northwest Natural Gas Company (NW Natural), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "continues," "could," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, continued expansion of service territories, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, including the construction of RNG facilities, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water and wastewater acquisitions, partnerships, and investment strategy and financial effects of water and wastewater acquisitions, expected growth and safety benefits of facility upgrade investments, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of COVID-19 and any resulting economic disruption therefrom, geopolitical uncertainty and other statements that are other than statements of historical facts.

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, COVID-19 risks, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, and environmental risks.




All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.

EXHIBIT INDEX
 
Exhibit
Description
104 Inline XBRL for the cover page of this Current Report on Form 8-K.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST NATURAL HOLDING COMPANY
(Registrant)
Dated: August 3, 2023 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, Chief Accounting Officer and Controller
NORTHWEST NATURAL GAS COMPANY
(Registrant)
Dated: August 3, 2023 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, Chief Accounting Officer and Controller



EX-99.1 2 a2023q2ex991pressreleasedo.htm EX-99.1 Document

nwnholdingslogohza26.jpg
Exhibit 99.1
        
For Immediate Release                                        
August 3, 2023

NW Natural Holdings Reports Second Quarter 2023 Results
PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including:
•Reported net income of $1.2 million ($0.03 per share) for the second quarter of 2023, compared to earnings of $1.7 million ($0.05 per share) for the same period in 2022
•Reported net income of $72.9 million ($2.03 per share) for the first six months of 2023, compared to earnings of $58.0 million ($1.77 per share) for the same period in 2022
•Added nearly 6,400 natural gas meters in the last 12 months for a growth rate of 0.8% as of June 30, 2023
•NW Natural Water closed its first water services transaction and signed a second
•Began operations at the Carbon Limestone RNG facility - the first of two facilities NW Natural Renewables is investing in with EDL
•Reaffirmed 2023 earnings guidance in the range of $2.55 to $2.75 per share

"The Company continues to perform well, and we're executing on our growth and decarbonization opportunities," said David H. Anderson, CEO of NW Natural Holdings. "Our mission is to continue providing utility services and renewable energy to customers safely, reliably, and affordably in a sustainable way to better the lives of the communities we serve."

For the second quarter of 2023, net income was $1.2 million (or $0.03 per share), compared to net income of $1.7 million (or $0.05 per share) for the same period in 2022. Results reflected higher operating costs, partially offset by new rates in Oregon and Washington for our natural gas utility.

Net income increased $15.0 million to $72.9 million (or $2.03 per share) for the first six months of 2023, compared to $58.0 million (or $1.77 per share) for the same period in 2022. Results reflected new rates in Oregon and Washington for our natural gas utility, customer growth and lower pension expense, partially offset by higher operations and maintenance expenses.



1



KEY EVENTS AND INITIATIVES

NW Natural Water Launches a Water Operations & Maintenance Service Business
NW Natural Water launched its services business in April by acquiring King Water Company in Washington and signing agreements with Hiland Water Corporation in May to acquire its services company and utility connections in Oregon. The two businesses support a combined 15,000 connections. This business provides operations and maintenance services to water and wastewater system owners and works to create value by leveraging shared personnel, technology and expertise to support delivery of clean, reliable water at a reasonable cost. The Hiland Water transaction is expected to close by the end of 2023. Upon closing outstanding transactions, NW Natural Water would serve approximately 170,000 people through more than 68,000 meters and provide operation and maintenance services to an additional 15,000 connections.

NW Natural Renewables' First Project Begins Operations
In August 2023, EDL announced that the Carbon Limestone RNG facility began operations. This is the first of two facilities NW Natural Renewables is investing in with EDL, a leading global producer of sustainable distributed energy. NW Natural Renewables has contracted to provide approximately $50 million toward the development of the two production facilities that are designed to convert landfill waste gases to RNG and connect that production to the existing regional pipeline networks. The second facility is expected to come online this fall.

NW Natural Renewables and EDL executed agreements designed to obtain a 20-year supply of RNG produced by the facilities for NW Natural Renewables. NW Natural Renewables has separately contracted to sell an equivalent amount of fixed-volume RNG supply to investment grade counterparties under long-term contracts. The revenues associated with these agreements are expected to start when the facilities begin commercial operations.

SECOND QUARTER RESULTS
We primarily operate through our natural gas distribution segment, which is operated through a regulated utility and principally engaged in the delivery of natural gas to customers in Oregon and southwest Washington. The segment also includes the portion of the Mist underground storage facility used to serve gas utility customers, the North Mist gas storage expansion, and RNG development and procurement for the utility.

Other business activities are reported through other results and primarily include Interstate Storage Services and third-party asset management services for the Mist facility in Oregon; NW Natural Water, which holds our water and wastewater utility operations and continues to pursue acquisitions in the water and wastewater sector; and NW Natural Renewables, which is a competitive renewable fuels business.

The following financial comparisons are for the second quarter of 2023 and 2022 with individual year-over-year drivers below presented on an after-tax basis using a statutory tax rate of 26.5% unless otherwise noted.

NW Natural Holdings' second quarter results are summarized by business segment in the table below:
Three Months Ended June 30,
2023 2022 Change
In thousands, except per share data Amount Per Share Amount Per Share Amount Per Share
Net income (loss):
Natural Gas Distribution segment
$ (271) $ (0.01) $ 157  $ —  $ (428) $ (0.01)
Other
1,515  0.04  1,558  0.05  (43) (0.01)
Consolidated $ 1,244  $ 0.03  $ 1,715  $ 0.05  $ (471) $ (0.02)
Diluted Shares
36,062  34,352  1,710 

Natural Gas Distribution Segment
Natural Gas Distribution segment net income decreased $0.4 million (or $0.01 per share) primarily reflecting higher operations expenses, partially offset by new rates in Oregon and Washington that went into effect on Nov. 1, 2022.

Margin increased $11.4 million primarily due to new rates, which contributed $7.6 million; a $2.4 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and the amortization of deferrals approved in the rate case contributed $1.2 million.



2



Operations and maintenance expense increased $8.4 million or 24% as a result of higher payroll costs; information technology costs; contractor labor; and the amortization of deferrals approved in the rate case, which is offset by revenues.

Depreciation and general taxes collectively increased by $3.2 million due to additional capital investments in the distribution system including several significant information technology projects that were placed into service in September 2022.

Other income, net reflected a benefit of $3.0 million primarily from lower pension expense, interest income from invested cash, and higher equity Allowance for Funds Used During Construction (AFUDC).

Interest expense increased $3.3 million due to higher debt balances.

YEAR-TO-DATE RESULTS
The following financial comparisons are for the first six months of 2023 and 2022 with individual year-over-year drivers below presented on an after-tax basis using a statutory tax rate of 26.5% unless otherwise noted.

NW Natural Holdings' year-to-date results are summarized by business segment in the table below:

Six Months Ended June 30,
2023 2022 Change
In thousands, except per share data Amount Per Share Amount Per Share Amount Per Share
Net income:
Natural Gas Distribution segment
$ 71,680  $ 2.00  $ 55,547  $ 1.70  $ 16,133  $ 0.30 
Other
1,235  0.03  2,407  0.07  (1,172) (0.04)
Consolidated $ 72,915  $ 2.03  $ 57,954  $ 1.77  $ 14,961  $ 0.26 
Diluted Shares
35,845  32,805  3,040 
Natural Gas Distribution Segment
Natural Gas Distribution segment net income increased $16.1 million (or $0.30 per share) reflecting new rates in Oregon and Washington that went into effect on Nov. 1, 2022, partially offset by higher operating expenses.

Margin increased $40.7 million primarily due to new rates, which contributed $27.1 million; the amortization of deferrals approved in the rate case contributed $5.1 million; a $4.1 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and customer growth of 0.8% over the last 12 months contributed $2.5 million.

Operations and maintenance expense increased $17.1 million or 23% as a result of higher payroll costs; the amortization of deferrals approved in the rate case, which is offset by revenues; information technology costs; contractor labor; and higher bad debt expense.

Depreciation and general taxes collectively increased by $6.5 million due to additional capital investments in the distribution system including several significant information technology projects that were placed into service in September 2022.

Other income, net reflected a benefit of $5.7 million primarily from lower pension expense, interest income from invested cash, and higher equity AFUDC.

Interest expense increased $6.1 million due to higher debt balances.

Other
Other net income decreased $1.2 million (or $0.04 per share) reflecting lower net income from NW Natural Holding's other businesses as a result of higher interest expense, partially offset by higher net income from asset management revenues from NW Natural.



3



BALANCE SHEET AND CASH FLOWS
During the first six months of 2023, the Company generated $297.9 million in operating cash flows, compared to $196.6 million for the same period in 2022. The Company used $151.5 million in investing activities during the first six months of 2023 primarily for natural gas utility capital expenditures, compared to $169.7 million used in investing activities during the same period in 2022. Net cash used in financing activities was $32.2 million for the first six months of 2023, compared to $24.0 million used in financing activities during the same period in 2022. As of June 30, 2023, NW Natural Holdings held cash of $137.8 million.

2023 GUIDANCE AND LONG-TERM TARGETS
NW Natural Holdings is reaffirming 2023 earnings guidance in the range of $2.55 to $2.75 per share. This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or outcomes, or significant local, state or federal laws, legislation or regulations. NW Natural Holdings' long-term earnings per share growth rate target is 4% to 6% compounded annually from 2022 through 2027.
DIVIDEND DECLARED
The board of directors of NW Natural Holdings declared a quarterly dividend of 48.50 cents per share on the Company’s common stock. The dividend is payable on August 15, 2023 to shareholders of record on July 31, 2023. The Company's current indicated annual dividend rate is $1.94 per share. Future dividends are subject to board of director discretion and approval.

CONFERENCE CALL AND WEBCAST
As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its second quarter 2023 financial and operating results.
Date and Time:
Thursday, August 3, 2023
8 a.m. PT (11 a.m. ET)
Phone Numbers:
United States 1-833-470-1428
Canada 1-833-950-0062
International 1-929-526-1599
Passcode 812526
The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website and by dialing 1-866-813-9403 (U.S.), 1-226-828-7578 (Canada), and +44-204-525-0658 (international). The replay access code is 494549.

ABOUT NW NATURAL HOLDINGS
Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), is headquartered in Portland, Oregon and has been doing business for over 160 years in the Pacific Northwest. It owns NW Natural Gas Company (NW Natural), NW Natural Water Company (NW Natural Water), NW Natural Renewables Holdings (NW Natural Renewables), and other business interests.

We have a longstanding commitment to safety, environmental stewardship and the energy transition, and taking care of our employees and communities. NW Natural Holdings was recognized by Ethisphere® in 2022 and 2023 as one of the World’s Most Ethical Companies®. NW Natural consistently leads the industry with high J.D. Power & Associates customer satisfaction scores. Learn more in our latest ESG Report at nwnatural.com/about-us/the-company/sustainability.

NW Natural is a local distribution company that currently provides natural gas service to approximately 2.5 million people in more than 140 communities through more than 795,000 meters in Oregon and Southwest Washington with one of the most modern pipeline systems in the nation. NW Natural owns and operates 21.6 Bcf of underground gas storage capacity in Oregon.

NW Natural Water provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas and Arizona. Today NW Natural Water serves more than 158,000 people through nearly 64,000 meters and provides operation and maintenance services to an additional 10,000 connections. Learn more about our water business at nwnaturalwater.com.
 


4



NW Natural Renewables is a competitive business committed to leading in the energy transition by providing renewable fuels to support decarbonization in the utility, commercial, industrial and transportation sectors. Learn more at nwnaturalrenewables.com.

Additional information is available at nwnaturalholdings.com.

“World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC

Investor Contact:
Nikki Sparley
Phone: 503-721-2530
Email: nikki.sparley@nwnatural.com

Media Contact:
David Roy
Phone: 503-610-7157
Email: david.roy@nwnatural.com

Forward-Looking Statements
This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," “continues,” “could,” "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, continued expansion of service territories, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, including the construction of RNG facilities, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water and wastewater acquisitions, partnerships, and investment strategy and financial effects of water and wastewater acquisitions, expected growth and safety benefits of facility upgrade investments, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, geopolitical uncertainty and other statements that are other than statements of historical facts.

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, epidemics and pandemics risks, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, and environmental risks.


5




All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

NON-GAAP FINANCIAL MEASURES
In addition to presenting the results of operations and earnings amounts in total, certain financial measures are expressed in cents per share, which are non-GAAP financial measures. All references to EPS are on the basis of diluted shares. Such non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations. Our non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than how such measures are calculated in this report, limiting the usefulness of those measures for comparative purposes. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the tables above.



6



NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Second Quarter 2023
Three Months Ended Six Months Ended Twelve Months Ended
In thousands, except per share amounts, customer, and degree day data June 30, June 30, June 30,
2023 2022 Change 2023 2022 Change 2023 2022 Change
Operating revenues $ 237,859  $ 194,960  22% $ 700,282  $ 545,261  28% $ 1,192,374  $ 940,798  27%
Operating expenses:
Cost of gas 102,433  79,720  28 308,182  225,308  37 512,509  364,219  41
Operations and maintenance 66,819  53,175  26 138,636  110,660  25 252,643  212,649  19
Environmental remediation 2,140  2,267  (6) 7,515  6,970  8 12,934  11,622  11
General taxes 10,889  8,989  21 25,108  21,093  19 45,046  39,443  14
Revenue taxes 9,185  8,240  11 28,227  21,600  31 48,453  38,005  27
Depreciation 31,293  28,110  11 62,758  56,539  11 122,926  113,832  8
Other operating expenses 1,257  920  37 2,505  1,914  31 4,212  4,064  4
Total operating expenses 224,016  181,421  23 572,931  444,084  29 998,723  783,834  27
Income from operations 13,843  13,539  2 127,351  101,177  26 193,651  156,964  23
Other income (expense), net 6,618  226  2,828 8,224  (728) (1230) 10,155  (7,148) (242)
Interest expense, net 18,974  11,580  64 37,270  23,102  61 67,415  45,434  48
Income before income taxes 1,487  2,185  (32) 98,305  77,347  27 136,391  104,382  31
Income tax expense 243  470  (48) 25,390  19,393  31 35,127  26,555  32
Net income $ 1,244  $ 1,715  (27) $ 72,915  $ 57,954  26 $ 101,264  $ 77,827  30
Common shares outstanding:
Average diluted for period 36,062  34,352  35,845  32,805  35,557  31,799 
End of period 36,065  34,754  36,065  34,754  36,065  34,754 
Per share of common stock information:
Diluted earnings $ 0.03  $ 0.05  $ 2.03  $ 1.77  $ 2.85  $ 2.45 
Dividends paid per share 0.4850  0.4825  0.9700  0.9650  1.9375  1.9275 
Book value, end of period 34.39  32.77  34.39  32.77  34.39  32.77 
Market closing price, end of period 43.05  53.10  43.05  53.10  43.05  53.10 
Capital structure, end of period:
Common stock equity 44.0  % 47.3  % 44.0  % 47.3  % 44.0  % 47.3  %
Long-term debt 46.0  % 43.4  % 46.0  % 43.4  % 46.0  % 43.4  %
Short-term debt (including current maturities of long-term debt) 10.0  % 9.3  % 10.0  % 9.3  % 10.0  % 9.3  %
Total 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  %
Natural Gas Distribution segment operating statistics:
Meters - end of period 796,792  790,438  0.8% 796,792  790,438  0.8% 796,792  790,438  0.8%
Volumes in therms:
Residential and commercial sales 122,977  147,447  453,642  441,374  778,860  744,137 
Industrial sales and transportation 113,389  121,106  245,773  255,565  475,953  492,743 
Total volumes sold and delivered 236,366  268,553  699,415  696,939  1,254,813  1,236,880 
Operating Revenues
Residential and commercial sales $ 194,382  $ 159,792  $ 606,689  $ 474,399  $ 1,013,660  $ 806,249 
Industrial sales and transportation 23,238  19,526  52,382  40,799  98,393  74,626 
Other distribution revenues 1,368  409  2,978  1,016  3,906  1,737 
Other regulated services 4,726  4,907  9,435  9,818  19,245  19,355 
Total operating revenues 223,714  184,634  671,484  526,032  1,135,204  901,967 
Less: Cost of gas 102,490  79,776  308,295  225,420  512,736  364,443 
Less: Environmental remediation expense 2,140  2,272  7,515  6,970  12,934  11,622 
Less: Revenue taxes 9,159  8,208  28,134  21,532  48,229  37,827 
Margin, net $ 109,925  $ 94,378  $ 327,540  $ 272,110  $ 561,305  $ 488,075 
Degree days:
Average (25-year average) 296  305  1,619  1,631  2,674  2,692 
Actual 273  374  (27)% 1,658  1,591  4% 2,779  2,526  10%
Percent colder (warmer) than average weather (8) % 23  % % (2) % % (6) %


7



NORTHWEST NATURAL HOLDINGS
Consolidated Balance Sheets (Unaudited) June 30,
In thousands 2023 2022
Assets:
Current assets:
Cash and cash equivalents $ 137,759  $ 17,209 
Accounts receivable 73,930  68,583 
Accrued unbilled revenue 21,924  18,060 
Allowance for uncollectible accounts (3,297) (1,356)
Regulatory assets 111,819  92,803 
Derivative instruments 12,423  60,652 
Inventories 67,502  65,983 
Other current assets 35,797  36,060 
Total current assets 457,857  357,994 
Non-current assets:
Property, plant, and equipment 4,391,993  4,129,236 
Less: Accumulated depreciation 1,181,230  1,150,555 
Total property, plant, and equipment, net 3,210,763  2,978,681 
Regulatory assets 307,999  301,855 
Derivative instruments 2,118  9,121 
Other investments 104,330  96,027 
Operating lease right of use asset, net 72,096  73,754 
Assets under sales-type leases 132,045  136,673 
Goodwill 152,670  70,714 
Other non-current assets 96,827  75,699 
Total non-current assets 4,078,848  3,742,524 
Total assets $ 4,536,705  $ 4,100,518 
Liabilities and equity:
Current liabilities:
Short-term debt $ 41,000  $ 222,700 
Current maturities of long-term debt 240,714  351 
Accounts payable 101,369  135,364 
Taxes accrued 12,217  11,324 
Interest accrued 11,443  7,425 
Regulatory liabilities 61,546  97,277 
Derivative instruments 42,135  15,918 
Operating lease liabilities 1,732  1,315 
Other current liabilities 58,777  47,624 
Total current liabilities 570,933  539,298 
Long-term debt 1,294,578  1,045,530 
Deferred credits and other non-current liabilities:
Deferred tax liabilities 380,058  355,470 
Regulatory liabilities 672,215  658,925 
Pension and other postretirement benefit liabilities 147,063  162,511 
Derivative instruments 25,212  9,475 
Operating lease liabilities 77,951  78,826 
Other non-current liabilities 128,417  111,704 
Total deferred credits and other non-current liabilities 1,430,916  1,376,911 
Equity:
Common stock 831,135  767,826 
Retained earnings 414,398  381,963 
Accumulated other comprehensive loss (5,255) (11,010)
Total equity 1,240,278  1,138,779 
Total liabilities and equity $ 4,536,705  $ 4,100,518 


8



NORTHWEST NATURAL HOLDINGS
Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30,
In thousands 2023 2022
Operating activities:
Net income $ 72,915  $ 57,954 
Adjustments to reconcile net income to cash provided by operations:
Depreciation 62,758  56,539 
Regulatory amortization of gas reserves 1,678  2,984 
Deferred income taxes 8,610  10,659 
Qualified defined benefit pension plan (benefit) expense (1,129) 2,882 
Deferred environmental expenditures, net (9,732) (9,608)
Environmental remediation expense 7,515  6,970 
Asset optimization revenue sharing bill credits (10,471) (41,102)
Other 14,068  9,961 
Changes in assets and liabilities:
Receivables, net 163,965  96,453 
Inventories 20,084  (8,721)
Income and other taxes 14,834  17,241 
Accounts payable (48,935) (13,728)
Deferred gas costs (16,370) 2,607 
Asset optimization revenue sharing 12,056  3,929 
Decoupling mechanism (9,554) 9,669 
Cloud-based software (7,229) (414)
Other, net 22,791  (7,711)
Cash provided by operating activities 297,854  196,564 
Investing activities:
Capital expenditures (144,863) (167,696)
Acquisitions, net of cash acquired (3,249) — 
Purchase of equity method investment (1,000) — 
Other (2,428) (1,991)
Cash used in investing activities (151,540) (169,687)
Financing activities:
Proceeds from common stock issued, net 22,072  174,053 
Long-term debt issued 200,000  692 
Changes in other short-term debt, net (217,200) (166,800)
Cash dividend payments on common stock (33,293) (30,311)
Other (3,774) (1,596)
Cash used in financing activities (32,195) (23,962)
Increase in cash, cash equivalents and restricted cash 114,119  2,915 
Cash, cash equivalents and restricted cash, beginning of period 40,964  27,120 
Cash, cash equivalents and restricted cash, end of period $ 155,083  $ 30,035 
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization $ 36,376  $ 22,867 
Income taxes paid, net of refunds 12,163  1,086 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 137,759  $ 17,209 
Restricted cash included in other current and non-current assets 17,324  12,826 
Cash, cash equivalents and restricted cash $ 155,083  $ 30,035 


9