Northwest Natural : Earnings Document

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, 2022

  OR

• ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to____________

NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter)NORTHWEST NATURAL GAS COMPANY (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	(I.R.S. Employer	(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)	incorporation or organization)	Identification No.)
250 SW Taylor Street	250 SW Taylor Street
Portland Oregon	97204

97204
(Address of principal executive offices)	(Zip Code)	(Address of principal executive offices)	(Zip Code)
Registrant's telephone number,	Registrant's telephone number,
including area code:	[phone]	including area code:	[phone]

Portland

Oregon

Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant	Title of each class	Trading Symbol	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 (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.

NORTHWEST NATURAL HOLDING COMPANYYes ☒ No ☐

NORTHWEST NATURAL GAS COMPANYYes

☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

NORTHWEST NATURAL HOLDING COMPANYYes ☒ No ☐

NORTHWEST NATURAL GAS COMPANYYes

☒

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

NORTHWEST NATURAL HOLDING COMPANY	NORTHWEST NATURAL GAS COMPANY
Large Accelerated Filer	☒	Large Accelerated Filer	☐
Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Non-accelerated Filer	☒
Smaller Reporting Company	☐	Smaller Reporting Company	☐
Emerging Growth 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

NORTHWEST NATURAL HOLDING COMPANY Yes ☐ No ☒ NORTHWEST NATURAL GAS COMPANY Yes ☐ No ☒

At April 27, 2022, 34,255,926 shares of Northwest Natural Holding Company's Common Stock (the only class of Common Stock) were outstanding. All shares of Northwest Natural Gas Company's Common Stock (the only class of Common Stock) outstanding were held by Northwest Natural Holding Company.

This combined Form 10-Q is separately filed by Northwest Natural Holding Company and Northwest Natural Gas Company. Information contained in this document relating to Northwest Natural Gas Company is filed by Northwest Natural Holding Company and separately by Northwest Natural Gas Company. Northwest Natural Gas Company makes no representation as to information relating to Northwest Natural Holding Company or its subsidiaries, except as it may relate to Northwest Natural Gas Company and its subsidiaries.

NORTHWEST NATURAL GAS COMPANY NORTHWEST NATURAL HOLDING COMPANY

For the Quarterly Period Ended March 31, 2022

TABLE OF CONTENTS

PART 1.	FINANCIAL INFORMATION	Page
Forward-Looking Statements	4
Item 1.	Unaudited Financial Statements:
Consolidated Statements of Comprehensive Income of Northwest Natural Holding Company for the	6
three months ended March 31, 2022 and 2021
Consolidated Balance Sheets of Northwest Natural Holding Company at March 31, 2022 and 2021 and	7
December 31, 2021
Consolidated Statements of Shareholders' Equity of Northwest Natural Holding Company for the three	9
months ended March 31, 2022 and 2021
Consolidated Statements of Cash Flows of Northwest Natural Holding Company for the three months	10
ended March, 2022 and 2021
Consolidated Statements of Comprehensive Income of Northwest Natural Gas Company for the three	11
months ended March 31, 2022 and 2021
Consolidated Balance Sheets of Northwest Natural Gas Company at March 31, 2022 and 2021 and	12
December 31, 2021
Consolidated Statements of Shareholder's Equity of Northwest Natural Gas Company for the three	14
months ended March 31, 2022 and 2021
Consolidated Statements of Cash Flows of Northwest Natural Gas Company for the three months	15
ended March 31, 2022 and 2021
Notes to Unaudited Consolidated Financial Statements	16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 6.	Exhibits	61
Signature	63

PART I. FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to the safe harbors created by such Act. Forward-looking statements can be identified by words such as anticipates, assumes, may, intends, plans, seeks, believes, estimates, expects, will, and similar references (including the negatives thereof) to future periods, although not all forward-looking statements contain these words. Examples of forward-looking statements include, but are not limited to, statements regarding the following:

• • plans, projections and predictions;

• • objectives, goals, visions or strategies;

• • assumptions, generalizations and estimates;

• • ongoing continuation of past practices or patterns;

• • future events or performance;

• • trends;

• • risks;

• • uncertainties;

• • timing and cyclicality;

• • economic conditions, including impacts of inflation and interest rates;

• • earnings and dividends;

• • capital expenditures and allocation;

• • capital markets or access to capital;

• • capital or organizational structure;

• • matters related to climate change and our role in decarbonization or a low-carbon future;

• • renewable natural gas, environmental attributes related thereto, and hydrogen;

• • our strategy to reduce greenhouse gas emissions and the efficacy of communicating that strategy to stakeholders and communities;

• • the policies and priorities of the current presidential administration and U.S. Congress;

• • growth;

• • customer rates;

• • pandemic and related illness or quarantine, including COVID-19 and related variants, economic conditions related thereto, the resumption of normal business operations, availability and acceptance of vaccinations, and potential future shutdowns;

• • labor relations and workforce succession;

• • commodity costs;

• • desirability and cost competitiveness of natural gas;

• • gas reserves;

• • operational performance and costs;

• • energy policy, infrastructure and preferences;

• • public policy approach and involvement;

• • efficacy of derivatives and hedges;

• • liquidity, financial positions, and planned securities issuances;

• • valuations;

• • project and program development, expansion, or investment;

• • business development efforts, including new business lines such as unregulated renewable natural gas, and acquisitions and integration thereof;

• • implementation and execution of our water strategy;

• • pipeline capacity, demand, location, and reliability;

• • adequacy of property rights and operations center development;

• • technology implementation and cybersecurity practices;

• • competition;

• • procurement and development of gas (including renewable natural gas) and water supplies;

• • estimated expenditures, supply chain and third party availability and impairment;

• • costs of compliance, and our ability to include those costs in rates;

• • customers bypassing our infrastructure;

• • credit exposures;

• • uncollectible account amounts;

• • rate or regulatory outcomes, recovery or refunds, and the availability of public utility commissions to take action;

• • impacts or changes of executive orders, laws, rules and regulations, or legal challenges related thereto;

• • tax liabilities or refunds, including effects of tax legislation;

• • levels and pricing of gas storage contracts and gas storage markets;

• • outcomes, timing and effects of potential claims, litigation, regulatory actions, and other administrative matters;

• • projected obligations, expectations and treatment with respect to, and the impact of new legislation on, retirement plans;

• • international, federal, state, and local efforts to regulate, in a variety of ways, greenhouse gas emissions, and the effects of those efforts;

• • geopolitical factors, such as the Russia/Ukraine conflict;

• • disruptions caused by social unrest, including related protests or disturbances;

• • availability, adequacy, and shift in mix, of gas and water supplies;

• • effects of new or anticipated changes in critical accounting policies or estimates;

• • approval and adequacy of regulatory deferrals;

• • effects and efficacy of regulatory mechanisms; and

• • environmental, regulatory, litigation and insurance costs and recoveries, and timing thereof.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, 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. Our actual results may differ materially from those contemplated by the forward-looking statements. We therefore caution you against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in NW Holdings' and NW Natural's 2021 Annual Report on Form 10-K, 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 Disclosures about Market Risk", respectively, and Part I of this report, Items 2 and 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", respectively.

Any forward-looking statement made in this report speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We 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.