Forum Energy Technologies, Inc. (NYSE: FET) (“FET”) today announced that it has entered into a definitive agreement to acquire Variperm Energy Services (“Variperm”) for consideration of $150 million of cash and 2 million shares of FET’s common stock, reflecting a valuation of approximately 3.7x Variperm’s trailing twelve months EBITDA as of September 30, 2023. The transaction is expected to close in January 2024 and is subject to customary closing conditions and Canadian regulatory approval.
- 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.
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,|
|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||)||$||—|
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 net income decreased $3.0 million (or $0.09 per share) reflecting lower net income from NW Natural Holdings’ other businesses primarily as a result of higher interest expense and lower asset management revenues from NW Natural.
The following financial comparisons are for the first nine months of 2023 and 2022 with individual year-over-year drivers below presented on an after-tax basis using a statutory tax rate of 26.5% unless otherwise noted.
NW Natural Holdings’ year-to-date results are summarized by business segment in the table below:
|Nine Months Ended September 30,|
|In thousands, except per share data||Amount||Per Share||Amount||Per Share||Amount||Per Share|
|Natural Gas Distribution segment||$||47,520||$||1.32||$||32,531||$||0.97||$||14,989||$||0.35|
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 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.
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, 20238 a.m. PT (11 a.m. ET)|
|Phone Numbers:||United States 1-833-470-1428Canada 1-833-950-0062International 1-929-526-1599Passcode 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
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.
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.
|NORTHWEST NATURAL HOLDINGS|
|Consolidated Income Statement and Financial Highlights (Unaudited)|
|Third Quarter 2023|
|Three Months EndedSeptember 30,||Nine Months EndedSeptember 30,||Twelve Months EndedSeptember 30,|
|In thousands, except per share amounts, customer, and degree day data|
|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|
|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||$||78,895||23|
|Common shares outstanding:|
|Average diluted for period||36,214||34,939||35,980||33,539||35,814||32,911|
|End of period||36,576||35,098||36,576||35,098||36,576||35,098|
|Per share of common stock information:|
|Dividends paid per share||0.4850||0.4825||1.4550||1.4475||1.9400||1.9300|
|Book value, end of period||33.34||31.94||33.34||31.94||33.34||31.94|
|Market closing price, end of period||38.16||44.91||38.16||44.91||38.16||44.91|
|Capital structure, end of period:|
|Common stock equity||42.0||%||43.1||%||42.0||%||43.1||%||42.0||%||43.1||%|
|Short-term debt (including current maturities of long-term debt)||9.0||%||7.4||%||9.0||%||7.4||%||9.0||%||7.4||%|
|Natural Gas Distribution segment operating statistics:|
|Meters – end of period||795,754||790,511||0.7||%||795,754||790,511||0.7||%||795,754||790,511||0.7||%|
|Volumes in therms:|
|Residential and commercial sales||55,555||53,929||509,197||495,303||780,486||742,469|
|Industrial sales and transportation||103,139||104,632||348,912||360,197||474,460||491,743|
|Total volumes sold and delivered||158,694||158,561||858,109||855,500||1,254,946||1,234,212|
|Residential and commercial sales||$||98,327||$||78,459||$||705,016||$||552,858||$||1,033,528||$||812,729|
|Industrial sales and transportation||20,828||19,581||73,210||60,380||99,640||80,207|
|Other distribution revenues||737||351||3,715||1,367||4,292||1,796|
|Other regulated services||4,732||4,904||14,167||14,722||19,073||19,488|
|Total operating revenues||124,624||103,295||796,108||629,327||1,156,533||914,220|
|Less: Cost of gas||49,235||36,258||357,530||261,678||525,713||375,379|
|Less: Environmental remediation expense||1,032||975||8,547||7,945||12,991||11,791|
|Less: Revenue taxes||5,425||4,375||33,559||25,907||49,279||38,364|
|Average (25-year average)||10||9||1,629||1,640||2,675||2,692|
|Percent colder (warmer) than average weather||(100||)%||(100||)%||2||%||(3||)%||4||%||(6||)%|
|NORTHWEST NATURAL HOLDINGS|
|Consolidated Balance Sheets (Unaudited)||September 30,|
|Cash and cash equivalents||$||156,616||$||108,556|
|Accrued unbilled revenue||24,626||16,857|
|Allowance for uncollectible accounts||(2,312||)||(2,171||)|
|Other current assets||49,947||41,414|
|Total current assets||507,440||481,771|
|Property, plant, and equipment||4,468,602||4,207,328|
|Less: Accumulated depreciation||1,189,968||1,166,150|
|Total property, plant, and equipment, net||3,278,634||3,041,178|
|Operating lease right of use asset, net||71,477||73,145|
|Assets under sales-type leases||130,952||135,480|
|Other non-current assets||100,801||88,169|
|Total non-current assets||4,157,678||3,818,941|
|Liabilities and equity:|
|Current maturities of long-term debt||190,728||50,614|
|Operating lease liabilities||1,815||1,361|
|Other current liabilities||61,149||39,796|
|Total current liabilities||590,057||511,356|
|Deferred credits and other non-current liabilities:|
|Deferred tax liabilities||375,917||349,633|
|Pension and other postretirement benefit liabilities||145,991||160,196|
|Operating lease liabilities||77,475||78,469|
|Other non-current liabilities||127,219||110,825|
|Total deferred credits and other non-current liabilities||1,430,949||1,381,494|
|Accumulated other comprehensive loss||(4,979||)||(10,808||)|
|Total liabilities and equity||$||4,665,118||$||4,300,712|
|NORTHWEST NATURAL HOLDINGS|
|Consolidated Statements of Cash Flows (Unaudited)||Nine Months Ended September 30,|
|Adjustments to reconcile net income to cash provided by operations:|
|Regulatory amortization of gas reserves||2,532||4,527|
|Deferred income taxes||6,678||7,759|
|Qualified defined benefit pension plan (benefit) expense||(1,823||)||4,013|
|Deferred environmental expenditures, net||(14,887||)||(14,437||)|
|Environmental remediation expense||8,547||7,950|
|Asset optimization revenue sharing bill credits||(10,471||)||(41,102||)|
|Changes in assets and liabilities:|
|Income and other taxes||8,770||19,447|
|Deferred gas costs||(8,678||)||(1,785||)|
|Asset optimization revenue sharing||18,667||17,629|
|Cash provided by operating activities||301,503||165,961|
|Acquisitions, net of cash acquired||(3,248||)||(2,352||)|
|Cash used in investing activities||(250,520||)||(257,004||)|
|Proceeds from common stock issued, net||40,955||190,929|
|Long-term debt issued||330,000||290,000|
|Long-term debt retired||(50,000||)||—|
|Changes in other short-term debt, net||(187,200||)||(248,500||)|
|Cash dividend payments on common stock||(50,114||)||(46,434||)|
|Cash provided by financing activities||79,533||184,193|
|Increase in cash, cash equivalents and restricted cash||130,516||93,150|
|Cash, cash equivalents and restricted cash, beginning of period||40,964||27,120|
|Cash, cash equivalents and restricted cash, end of period||$||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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