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00017339980000073020falsefalse00017339982023-11-032023-11-030001733998nwn:NorthwestNaturalGasCompanyMember2023-11-032023-11-03

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

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

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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 November 3, 2023, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter ended September 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: November 3, 2023 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, and Chief Accounting Officer
NORTHWEST NATURAL GAS COMPANY
(Registrant)
Dated: November 3, 2023 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, and Chief Accounting Officer



EX-99.1 2 a2023q3ex991pressreleasedo.htm EX-99.1 Document


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Exhibit 99.1
        
For Immediate Release                                        
November 3, 2023

NW Natural Holdings Reports Third Quarter 2023 Results
PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including:
•Reported a net loss of $23.7 million ($0.65 per share) for the third quarter of 2023, compared to a net loss of $19.6 million ($0.56 per share) for the same period in 2022
•Reported net income of $49.2 million ($1.37 per share) for the first nine months of 2023, compared to earnings of $38.4 million ($1.14 per share) for the same period in 2022
•Added over 33,000 gas and water utility connections in the last 12 months for a growth rate of 4.0% as of September 30, 2023 mainly driven by strong water acquisitions
•Invested over $240 million in our utility systems in the first nine months of 2023 for continued safety and reliability
•Received approval in Oregon and Washington for new rates related to NW Natural's Purchased Gas Adjustment (PGA) mechanism, which includes estimated gas costs for the upcoming winter heating season. Residential rates in Oregon and Washington declined 9% and 14%, respectively
•Closed several acquisitions, notably a water utility in a high-growth suburb of Phoenix, Arizona and our second water services business headquartered in Oregon
•Increased our dividend for the 68th consecutive year to an annual indicated dividend rate of $1.95 per share
•Reaffirmed 2023 earnings guidance in the range of $2.55 to $2.75 per share

"We continue to execute on our strategy and growth opportunities," said David H. Anderson, CEO of NW Natural Holdings. "Customers are paying 8% less for their natural gas bill now than they did 15 years ago. We're excited to continue passing back gas cost savings to our customers and at the same time continue to invest in our system to meet customers' needs for today and tomorrow. Related to our water and wastewater utilities, we continue to close transactions and grow that business. I'm proud of our achievements and our long-term growth prospects."

For the third quarter of 2023, the Company reported a net loss of $23.7 million (or $0.65 per share), compared to a $19.6 million (or $0.56 per share) net loss for the same period in 2022. The third quarter reflects the seasonal nature of the gas utility's earnings where the majority of revenues are generated during the winter heating season in the first and fourth quarters each year. Results reflected lower asset management revenues and higher interest expense.

Net income increased $10.9 million to $49.2 million (or $1.37 per share) for the first nine months of 2023, compared to $38.4 million (or $1.14 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 and interest expense.

KEY EVENTS AND INITIATIVES

Water and Wastewater Utilities
In October 2023, NW Natural Water closed its acquisition of Rose Valley Water Company in Peoria, Arizona, a major suburb northwest of Phoenix. The acquisition adds 2,400 customers and provides NW Natural Water an opportunity to enter a high-growth region. In September 2023, we received regulatory approval from the Arizona Corporate Commission to acquire Truxton and Cerbat Water located in Kingman, Arizona. NW Natural Water expects to close the Truxton and Cerbat acquisition in the coming weeks adding nearly 1,400 water utility connections. Today NW Natural Water serves over 164,000 people through approximately 66,000 connections across five states.


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NW Natural Water Launches a Water Operations & Maintenance Services Business
The operations and maintenance services business portion of the Hiland Water transaction closed in October 2023. Hiland supports approximately 6,400 connections across Oregon. NW Natural Water now provides services to over 16,000 connections. NW Natural Water launched its services business in April 2023. 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.

THIRD 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 third 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' third quarter results are summarized by business segment in the table below:
Three Months Ended September 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
$ (24,160) $ (0.66) $ (23,016) $ (0.66) $ (1,144) $ — 
Other
473  0.01  3,429  0.10  (2,956) (0.09)
Consolidated $ (23,687) $ (0.65) $ (19,587) $ (0.56) $ (4,100) $ (0.09)
Diluted Shares
36,214  34,939  1,275 

Natural Gas Distribution Segment
Natural Gas Distribution segment net income decreased $1.1 million primarily reflecting higher operating expenses and interest expense, partially offset by new rates in Oregon and Washington that went into effect on Nov. 1, 2022 and higher interest income.

Margin increased $5.3 million primarily due to new rates, which contributed $4.0 million; a $0.8 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and customer growth of $0.6 million.

Operations and maintenance expense increased $5.5 million 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 $0.8 million.

Other income, net reflected a benefit of $3.2 million primarily from interest income from invested cash, higher equity Allowance for Funds Used During Construction (AFUDC), and lower pension expense.

Interest expense increased $3.3 million due to higher long-term debt balances and rates.

Other
Other net income decreased $3.0 million (or $0.09 per share) reflecting lower net income from NW Natural Holdings' other businesses primarily as a result of higher interest expense and lower asset management revenues from NW Natural.


1



YEAR-TO-DATE RESULTS
The following financial comparisons are for the first nine 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:

Nine Months Ended September 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
$ 47,520  $ 1.32  $ 32,531  $ 0.97  $ 14,989  $ 0.35 
Other
1,708  0.05  5,836  0.17  (4,128) (0.12)
Consolidated $ 49,228  $ 1.37  $ 38,367  $ 1.14  $ 10,861  $ 0.23 
Diluted Shares
35,980  33,539  2,441 
Natural Gas Distribution Segment
Natural Gas Distribution segment net income increased $15.0 million (or $0.35 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 $46.1 million primarily due to new rates, which contributed $36.2 million; a $4.8 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and customer growth over the last 12 months contributed $3.1 million.

Operations and maintenance expense increased $22.6 million as a result of higher payroll costs, information technology costs, contractor labor, higher bad debt expense, and the amortization of deferrals approved in the rate case, which is offset by revenues.

Depreciation and general taxes collectively increased by $7.3 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 $8.9 million primarily from lower pension expense, interest income from invested cash, and higher equity AFUDC.

Interest expense increased $9.4 million due to higher long-term debt balances and rates.

Other
Other net income decreased $4.1 million (or $0.12 per share) reflecting lower net income from NW Natural Holdings' other businesses as a result of higher interest expense.

BALANCE SHEET AND CASH FLOWS
During the first nine months of 2023, the Company generated $301.5 million in operating cash flows, compared to $166.0 million for the same period in 2022. The Company used $250.5 million in investing activities during the first nine months of 2023 primarily for natural gas utility capital expenditures, compared to $257.0 million used in investing activities during the same period in 2022. Net cash provided by financing activities was $79.5 million for the first nine months of 2023, compared to $184.2 million during the same period in 2022. As of September 30, 2023, NW Natural Holdings held cash of $156.6 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.


2



DIVIDEND DECLARED
The board of directors of NW Natural Holdings declared a quarterly dividend of 48.75 cents per share on the Company’s common stock. The dividend is payable on November 15, 2023 to shareholders of record on October 31, 2023. The Company's current indicated annual dividend rate is $1.95 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 third quarter 2023 financial and operating results.
Date and Time:
Friday, November 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 463956
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 243492.

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 over 164,000 people through approximately 66,000 meters and provides operation and maintenance services to an additional 16,000 connections. Learn more about our water business at nwnaturalwater.com.
 
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


3



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.

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.



4



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.



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NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Third Quarter 2023
Three Months Ended Nine Months Ended Twelve Months Ended
In thousands, except per share amounts, customer, and degree day data September 30, September 30, September 30,
2023 2022 Change 2023 2022 Change 2023 2022 Change
Operating revenues $ 141,479  $ 116,839  21% $ 841,761  $ 662,100  27% $ 1,217,014  $ 956,190  27%
Operating expenses:
Cost of gas 49,180  36,105  36 357,362  261,413  37 525,584  375,058  40
Operations and maintenance 61,524  50,745  21 200,160  161,405  24 263,422  216,065  22
Environmental remediation 1,032  980  5 8,547  7,950  8 12,986  11,796  10
General taxes 10,577  9,572  10 35,685  30,665  16 46,051  39,954  15
Revenue taxes 5,523  4,437  24 33,750  26,037  30 49,539  38,551  29
Depreciation 30,061  29,026  4 92,819  85,565  8 123,961  114,420  8
Other operating expenses 1,159  901  29 3,664  2,815  30 4,470  3,918  14
Total operating expenses 159,056  131,766  21 731,987  575,850  27 1,026,013  799,762  28
Income (loss) from operations (17,577) (14,927) 18 109,774  86,250  27 191,001  156,428  22
Other income (expense), net 5,004  1,636  206 13,228  908  1357 13,523  (3,296) (510)
Interest expense, net 19,406  13,054  49 56,676  36,156  57 73,767  47,313  56
Income (loss) before income taxes (31,979) (26,345) 21 66,326  51,002  30 130,757  105,819  24
Income tax expense (benefit) (8,292) (6,758) 23 17,098  12,635  35 33,593  26,924  25
Net income (loss) $ (23,687) $ (19,587) 21 $ 49,228  $ 38,367  28 $ 97,164  $ 78,895  23
Common shares outstanding:
Average diluted for period 36,214  34,939  35,980  33,539  35,814  32,911 
End of period 36,576  35,098  36,576  35,098  36,576  35,098 
Per share of common stock information:
Diluted earnings $ (0.65) $ (0.56) $ 1.37  $ 1.14  $ 2.71  $ 2.40 
Dividends paid per share 0.4850  0.4825  1.4550  1.4475  1.9400  1.9300 
Book value, end of period 33.34  31.94  33.34  31.94  33.34  31.94 
Market closing price, end of period 38.16  44.91  38.16  44.91  38.16  44.91 
Capital structure, end of period:
Common stock equity 42.0  % 43.1  % 42.0  % 43.1  % 42.0  % 43.1  %
Long-term debt 49.0  % 49.5  % 49.0  % 49.5  % 49.0  % 49.5  %
Short-term debt (including current maturities of long-term debt) 9.0  % 7.4  % 9.0  % 7.4  % 9.0  % 7.4  %
Total 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  %
Natural Gas Distribution segment operating statistics:
Meters - end of period 795,754  790,511  0.7% 795,754  790,511  0.7% 795,754  790,511  0.7%
Volumes in therms:
Residential and commercial sales 55,555  53,929  509,197  495,303  780,486  742,469 
Industrial sales and transportation 103,139  104,632  348,912  360,197  474,460  491,743 
Total volumes sold and delivered 158,694  158,561  858,109  855,500  1,254,946  1,234,212 
Operating Revenues
Residential and commercial sales $ 98,327  $ 78,459  $ 705,016  $ 552,858  $ 1,033,528  $ 812,729 
Industrial sales and transportation 20,828  19,581  73,210  60,380  99,640  80,207 
Other distribution revenues 737  351  3,715  1,367  4,292  1,796 
Other regulated services 4,732  4,904  14,167  14,722  19,073  19,488 
Total operating revenues 124,624  103,295  796,108  629,327  1,156,533  914,220 
Less: Cost of gas 49,235  36,258  357,530  261,678  525,713  375,379 
Less: Environmental remediation expense 1,032  975  8,547  7,945  12,991  11,791 
Less: Revenue taxes 5,425  4,375  33,559  25,907  49,279  38,364 
Margin, net $ 68,932  $ 61,687  $ 396,472  $ 333,797  $ 568,550  $ 488,686 
Degree days:
Average (25-year average) 10  1,629  1,640  2,675  2,692 
Actual —  —  —% 1,658  1,591  4% 2,779  2,522  10%
Percent colder (warmer) than average weather (100) % (100) % % (3) % % (6) %


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NORTHWEST NATURAL HOLDINGS
Consolidated Balance Sheets (Unaudited) September 30,
In thousands 2023 2022
Assets:
Current assets:
Cash and cash equivalents $ 156,616  $ 108,556 
Accounts receivable 51,999  50,850 
Accrued unbilled revenue 24,626  16,857 
Allowance for uncollectible accounts (2,312) (2,171)
Regulatory assets 108,525  104,830 
Derivative instruments 23,454  62,710 
Inventories 94,585  98,725 
Other current assets 49,947  41,414 
Total current assets 507,440  481,771 
Non-current assets:
Property, plant, and equipment 4,468,602  4,207,328 
Less: Accumulated depreciation 1,189,968  1,166,150 
Total property, plant, and equipment, net 3,278,634  3,041,178 
Regulatory assets 312,665  301,660 
Derivative instruments 6,188  8,008 
Other investments 104,562  96,569 
Operating lease right of use asset, net 71,477  73,145 
Assets under sales-type leases 130,952  135,480 
Goodwill 152,399  74,732 
Other non-current assets 100,801  88,169 
Total non-current assets 4,157,678  3,818,941 
Total assets $ 4,665,118  $ 4,300,712 
Liabilities and equity:
Current liabilities:
Short-term debt $ 71,000  $ 141,000 
Current maturities of long-term debt 190,728  50,614 
Accounts payable 99,326  118,274 
Taxes accrued 17,120  18,080 
Interest accrued 13,940  11,086 
Regulatory liabilities 88,376  111,551 
Derivative instruments 46,603  19,594 
Operating lease liabilities 1,815  1,361 
Other current liabilities 61,149  39,796 
Total current liabilities 590,057  511,356 
Long-term debt 1,424,572  1,287,006 
Deferred credits and other non-current liabilities:
Deferred tax liabilities 375,917  349,633 
Regulatory liabilities 683,262  663,547 
Pension and other postretirement benefit liabilities 145,991  160,196 
Derivative instruments 21,085  18,824 
Operating lease liabilities 77,475  78,469 
Other non-current liabilities 127,219  110,825 
Total deferred credits and other non-current liabilities 1,430,949  1,381,494 
Equity:
Common stock 851,288  786,094 
Retained earnings 373,231  345,570 
Accumulated other comprehensive loss (4,979) (10,808)
Total equity 1,219,540  1,120,856 
Total liabilities and equity $ 4,665,118  $ 4,300,712 


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NORTHWEST NATURAL HOLDINGS
Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30,
In thousands 2023 2022
Operating activities:
Net income $ 49,228  $ 38,367 
Adjustments to reconcile net income to cash provided by operations:
Depreciation 92,819  85,565 
Regulatory amortization of gas reserves 2,532  4,527 
Deferred income taxes 6,678  7,759 
Qualified defined benefit pension plan (benefit) expense (1,823) 4,013 
Deferred environmental expenditures, net (14,887) (14,437)
Environmental remediation expense 8,547  7,950 
Asset optimization revenue sharing bill credits (10,471) (41,102)
Other 18,079  16,640 
Changes in assets and liabilities:
Receivables, net 182,297  114,755 
Inventories (6,484) (41,463)
Income and other taxes 8,770  19,447 
Accounts payable (39,695) (30,010)
Deferred gas costs (8,678) (1,785)
Asset optimization revenue sharing 18,667  17,629 
Decoupling mechanism (12,328) 7,124 
Cloud-based software (12,316) (17,332)
Other, net 20,568  (11,686)
Cash provided by operating activities 301,503  165,961 
Investing activities:
Capital expenditures (242,747) (251,842)
Acquisitions, net of cash acquired (3,248) (2,352)
Other (4,525) (2,810)
Cash used in investing activities (250,520) (257,004)
Financing activities:
Proceeds from common stock issued, net 40,955  190,929 
Long-term debt issued 330,000  290,000 
Long-term debt retired (50,000) — 
Changes in other short-term debt, net (187,200) (248,500)
Cash dividend payments on common stock (50,114) (46,434)
Other (4,108) (1,802)
Cash provided by financing activities 79,533  184,193 
Increase in cash, cash equivalents and restricted cash 130,516  93,150 
Cash, cash equivalents and restricted cash, beginning of period 40,964  27,120 
Cash, cash equivalents and restricted cash, end of period $ 171,480  $ 120,270 
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization $ 51,970  $ 31,774 
Income taxes paid, net of refunds 18,963  2,106 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 156,616  $ 108,556 
Restricted cash included in other current and non-current assets 14,864  11,714 
Cash, cash equivalents and restricted cash $ 171,480  $ 120,270 


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