8-K
Northwest Natural Holding Co (NWN)
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 5, 2025
Date of Report (Date of earliest event reported)
| 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<br>incorporation) | (I.R.S. Employer<br>Identification No.) | (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer<br>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 | |||||
| --- | --- | --- | --- | --- | --- |
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))
| Securities registered pursuant to Section 12(b) of the Act: | |||||||
|---|---|---|---|---|---|---|---|
| Registrant | Title of each class | Trading Symbol | Name of each exchange<br><br>on which registered | ||||
| Northwest Natural Holding Company | Common Stock | NWN | New York Stock Exchange | ||||
| Northwest Natural Gas Company | None | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| --- | --- | --- | |||||
| Northwest Natural Holding Company | Emerging growth company | ☐ | |||||
| Northwest Natural Gas Company | Emerging growth company | ☐ | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||
| Item 2.02 | Results of Operation and Financial Condition | ||||||
| --- | --- |
On November 5, 2025, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter ended September 30, 2025. 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," "forecasts," "will" 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, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, 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, strategic fit, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, 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, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, 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, wastewater and water services acquisitions, personnel additions,
partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services
acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, impacts of the U.S. federal government shutdown, inflation, 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, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.
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 |
|---|---|
| 99.1 | Press Release of Northwest Natural Holding Company issuedNovember5, 2025 (furnished and not filed). |
| 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 5, 2025 | /s/ Raymond Kaszuba III |
| Senior Vice President and Chief Financial Officer | ||
| NORTHWEST NATURAL GAS COMPANY | ||
| (Registrant) | ||
| Dated: | November 5, 2025 | /s/ Raymond Kaszuba III |
| Senior Vice President and Chief Financial Officer |
Document
| Exhibit 99.1 |
|---|
For Immediate Release
Nov. 5, 2025
NW Natural Holdings Reports Third Quarter 2025 Results
Based on Strong Performance, Expect to be Above Midpoint of 2025 Guidance Range
PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including:
•Reported a net loss of $0.73 per share for the third quarter of 2025, compared to a net loss of $0.71 per share for the same period in 2024
•Achieved net income of $1.36 per share and adjusted net income of $1.52 per share1 for the first nine months of 2025, compared to net income of $0.88 per share for the same period in 2024
•Added over 95,000 gas and water utility connections in the last 12 months for a combined growth rate of 10.9% as of September 30, 2025, mainly driven by the acquisition of SiEnergy
•Invested $333 million in our gas and water systems in the first nine months of 2025 to support growth and greater reliability and resiliency
•Successfully issued $185 million of inaugural, investment-grade bonds at SiEnergy, refinancing existing debt
•New rates went into effect on Oct. 31, 2025 related to NW Natural's Oregon general rate case and the Purchased Gas Adjustment (PGA) mechanism for Oregon and Washington customers, which includes estimated gas costs for the upcoming winter heating season
•Increased our dividend for the 70th consecutive year to an annual indicated dividend rate of $1.97 per share
•Expect 2025 results to be above the midpoint of our updated GAAP earnings per share (EPS) guidance range of $2.59 to $2.79 and adjusted EPS guidance of $2.75 to $2.951 as a result of strong performance
•Reaffirmed long-term EPS growth rate target of 4% to 6%1,2
"Driven by strong execution of our 2025 plan, we now expect EPS results to be above the midpoint of our guidance range," said Justin B. Palfreyman, President and CEO of NW Natural Holdings. "We continue to see the benefits of our strategic investments in Texas gas utilities and growth across our water and wastewater utilities. At the same time, we remain focused on operational excellence, maintaining and improving our systems and keeping affordability front and center for our customers. In fact, our NW Natural gas customers' bills are about the same as they were 20 years ago. Combined with over 70 consecutive years of dividend increases, this reflects our long-standing commitment to delivering value for customers and shareholders alike."
THIRD QUARTER AND YEAR-TO-DATE RESULTS
NW Natural Holdings' third quarter and year-to-date results are summarized below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per share data | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
| Net income (loss) | $ | (29,890) | $ | (27,167) | $ | (2,723) | $ | 55,526 | $ | 33,869 | $ | 21,657 |
| EPS | (0.73) | (0.71) | (0.02) | 1.36 | 0.88 | 0.48 | ||||||
| Adjusted net income (loss)1 | (29,915) | (27,167) | (2,748) | 62,203 | 33,869 | 28,334 | ||||||
| Adjusted EPS1 | (0.73) | (0.71) | (0.02) | 1.52 | 0.88 | 0.64 |
1 See "Non-GAAP Financial Measures", "2025 Guidance Reconciliation to GAAP", and "Q3 and YTD 2025 Reconciliation to GAAP" for a definition and further information on adjusted net income and adjusted EPS. Adjusted net income and adjusted EPS exclude transaction and business development costs including the effects of SiEnergy and Pines.
2 Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses midpoint of adjusted 2025 EPS guidance range as base year. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP-reported results for the relevant period.
KEY EVENTS
Received Order in NW Natural's Oregon General Rate Case
On Oct. 24, 2025, the Public Utility Commission of Oregon (OPUC) issued an order approving the all-party settlements in NW Natural's Oregon general rate case and resolving the remaining outstanding items. The order increased the revenue requirement by $20.7 million, or 2.0%, over current rates including final adjustments for capital projects placed into service and the depreciation study. The order included a capital structure of 50% common equity and 50% long-term debt, return on equity of 9.5%, and overall cost of capital of 7.12%. Rate base is approximately $2.3 billion, or an increase of $180.1 million, since the last rate case. New rates in Oregon were effective beginning Oct. 31, 2025.
Filed Multi-year General Rate Case in Washington for NW Natural
On Aug. 29, 2025, NW Natural filed a request for a general rate increase with the Washington Utilities and Transportation Commission (WUTC). This multi-year rate plan filing seeks increases in annual revenue requirement over three years, consisting of a $25.6 million revenue increase in the first year beginning Aug. 1, 2026 (Year 1), an $8.6 million revenue increase in the second year beginning Aug. 1, 2027 (Year 2), and an $8.3 million revenue increase in the third year beginning Aug. 1, 2028 (Year 3). The request included a capital structure of 51% common equity, 48% long-term debt, and 1% short-term debt. In addition, it included a request for a return on equity of 10.1% in Year 1 and 10.2% in Year 2 and Year 3.
This is NW Natural's first general rate case since 2021 and the filing reflects the effects of inflation, an updated depreciation study, and long-planned investments primarily supporting system safety and reliability. The process is anticipated to take up to 11 months with new rates expected to take effect Aug. 1, 2026.
2025 GUIDANCE AND LONG-TERM TARGETS
NW Natural Holdings expects 2025 results to be above the midpoint of its updated 2025 GAAP EPS guidance of $2.59 to $2.79, which was updated as a result of transaction and business development costs. NW Natural Holdings also expects to be above the midpoint of its reaffirmed adjusted EPS guidance of $2.75 to $2.95 on a non-GAAP1 basis excluding the $9.1 million pre-tax transaction and business development costs, including the acquisitions of SiEnergy and Pines gas utilities (approximately $6.7 million or $0.16 per share after-tax2). This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or assumed outcomes, or significant local, state or federal laws, legislation or regulations.
NW Natural Holdings reaffirmed its long-term EPS growth rate target of 4% to 6% compounded annually from the midpoint of the adjusted 2025 EPS guidance range3.
NW Natural Holdings expects capital expenditures for 2025 to be in the range of $450 – $500 million. The timing and amount of the capital expenditures and projects for 2025 or additional investments in our infrastructure during or after 2025 could change based on customer growth, significant changes in prevailing regulatory policies or outcomes, or significant local, state or federal laws, legislation or regulations, or cost estimates. Required funds for the investments are expected to be internally generated or financed with long-term debt or equity, as appropriate.
DIVIDEND DECLARED
The board of directors of NW Natural Holdings declared a quarterly dividend of $0.4925 per share on the Company’s common stock. The dividend is payable on Nov. 14, 2025 to shareholders of record on Oct. 31, 2025. The Company's current indicated annual dividend rate is $1.97 per share. Future dividends are subject to board of director discretion and approval.
1 See "Non-GAAP Financial Measures" and "2025 Guidance Reconciliation to GAAP" for a definition and further information on adjusted EPS. Adjusted EPS excludes transaction and business development costs, including the effects of SiEnergy and Pines.
2 Effect on EPS assumes average diluted shares of 40.9 million and an income tax rate of 26.5%.
3 Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses midpoint of adjusted 2025 EPS guidance range as base year. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP-reported results for the relevant period.
THIRD QUARTER RESULTS
NW Natural Holdings' third quarter results are summarized by business segment in the table below:
| Three Months Ended September 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||
| In thousands, except per share data | Amount | Per Share1 | Amount | Per Share1 | Amount | Per Share | ||||||
| Net income (loss): | ||||||||||||
| NWN Gas Utility | $ | (30,988) | $ | (0.75) | $ | (30,404) | $ | (0.79) | $ | (584) | $ | 0.04 |
| SiEnergy Gas Utility | 1,565 | 0.04 | — | — | 1,565 | 0.04 | ||||||
| NWN Water Utility | 4,747 | 0.11 | 2,631 | 0.07 | 2,116 | 0.04 | ||||||
| Other | (5,214) | (0.13) | 606 | 0.01 | (5,820) | (0.14) | ||||||
| Consolidated | $ | (29,890) | $ | (0.73) | $ | (27,167) | $ | (0.71) | $ | (2,723) | $ | (0.02) |
| Adjusted Other2 | $ | (5,239) | $ | (0.13) | $ | 606 | $ | 0.01 | $ | (5,845) | $ | (0.14) |
| Adjusted Consolidated2 | (29,915) | (0.73) | (27,167) | (0.71) | (2,748) | (0.02) | ||||||
| Diluted Shares | 41,184 | 38,394 | 2,790 |
YEAR-TO-DATE RESULTS
NW Natural Holdings' year-to-date results are summarized by business segment in the table below:
| Nine Months Ended September 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||
| In thousands, except per share data | Amount | Per Share1 | Amount | Per Share1 | Amount | Per Share | ||||||
| Net income (loss): | ||||||||||||
| NWN Gas Utility | $ | 57,707 | $ | 1.42 | $ | 32,324 | $ | 0.84 | $ | 25,383 | $ | 0.58 |
| SiEnergy Gas Utility | 8,084 | 0.20 | — | — | 8,084 | 0.20 | ||||||
| NWN Water Utility | 9,268 | 0.22 | 2,956 | 0.08 | 6,312 | 0.14 | ||||||
| Other | (19,533) | (0.48) | (1,411) | (0.04) | (18,122) | (0.44) | ||||||
| Consolidated | $ | 55,526 | $ | 1.36 | $ | 33,869 | $ | 0.88 | $ | 21,657 | $ | 0.48 |
| Adjusted Other2 | $ | (12,856) | $ | (0.32) | $ | (1,411) | $ | (0.04) | $ | (11,445) | $ | (0.28) |
| Adjusted Consolidated2 | 62,203 | 1.52 | 33,869 | 0.88 | 28,334 | 0.64 | ||||||
| Diluted Shares | 40,718 | 38,412 | 2,306 |
1 Segment EPS is a non-GAAP financial measure, which takes segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings. See "Non-GAAP Financial Measures" for additional information. The reconciliation of segment EPS to Consolidated NW Natural Holdings EPS is shown in the tables above.
2 See "Non-GAAP Financial Measures" and "Q3 and YTD 2025 Reconciliation to GAAP" for additional information. Adjusted 2025 other and consolidated net income are non-GAAP financial measures and exclude transaction costs and business development costs including the effects of SiEnergy and Pines. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. 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.
NWN Gas Utility
NWN Gas Utility is a regulated utility 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 operations, and renewable natural gas development and procurement for the utility.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except EPS | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
| Margin | $ | 81,393 | $ | 68,922 | $ | 12,471 | $ | 465,437 | $ | 397,381 | $ | 68,056 |
| Net income (loss) | (30,988) | (30,404) | (584) | 57,707 | 32,324 | 25,383 | ||||||
| EPS1 | $ | (0.75) | $ | (0.79) | $ | 0.04 | $ | 1.42 | $ | 0.84 | $ | 0.58 |
1 See "Non-GAAP Financial Measures" for additional information and the tables under "Third Quarter Results" and "Year-To-Date Results" for a reconciliation to Consolidated NW Natural Holdings EPS. Segment EPS is a non-GAAP financial measure, which takes NWN Gas Utility segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings.
Third Quarter Results: NWN Gas Utility net loss increased $0.6 million (or improved $0.04 on a per share basis). Margin increased $12.5 million primarily due to an increase from the Oregon rate case effective Nov. 1 2024. Operations and maintenance expense increased $7.8 million due to higher payroll and benefit expense and non-payroll costs including increased contractor expenses. Depreciation and general taxes collectively increased by $6.4 million primarily due to continued investment in our system. Income taxes decreased $1.0 million dollars due to lower pre-tax results.
Year-to-Date Results: NWN Gas Utility net income increased $25.4 million (or $0.58 per share) primarily reflecting new rates in Oregon. Margin increased $68.1 million primarily due to an increase from the Oregon rate case. Operations and maintenance expense increased $16.4 million primarily due to higher payroll and benefit expense. Depreciation and general taxes collectively increased by $15.9 million primarily due to continued investment in our system. Income taxes increased $9.6 million dollars due to higher pre-tax results.
SiEnergy Gas Utility
SiEnergy Gas Utility (or SiEnergy) is a regulated natural gas distribution utility serving customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except EPS | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
| Margin | $ | 8,581 | $ | — | $ | 8,581 | $ | 30,326 | $ | — | $ | 30,326 |
| Net income | 1,565 | — | 1,565 | 8,084 | — | 8,084 | ||||||
| EPS1 | $ | 0.04 | $ | — | $ | 0.04 | $ | 0.20 | $ | — | $ | 0.20 |
1 See "Non-GAAP Financial Measures" for additional information and the tables under "Third Quarter Results" and "Year-To-Date Results" for a reconciliation to Consolidated NW Natural Holdings EPS. Segment EPS is a non-GAAP financial measure, which takes SiEnergy Gas Utility segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings.
Third Quarter and Year-to-Date Results: SiEnergy was acquired on Jan. 7, 2025, and Pines was acquired on June 2, 2025. Since their respective acquisition dates, these entities provided net income of $1.6 million (or $0.04 per share) in the third quarter of 2025 and net income of $8.1 million (or $0.20 per share) in the first nine months of 2025. Margin results met management's expectations and reflected strong customer growth during the third quarter and first nine months of 2025.
NWN Water Utility
NWN Water Utility (or NWN Water) provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas, Arizona, and California.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except EPS | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
| Income from operations | $ | 6,535 | $ | 3,796 | $ | 2,739 | $ | 13,874 | $ | 6,048 | $ | 7,826 |
| Net income | 4,747 | 2,631 | 2,116 | 9,268 | 2,956 | 6,312 | ||||||
| EPS1 | $ | 0.11 | $ | 0.07 | $ | 0.04 | $ | 0.22 | $ | 0.08 | $ | 0.14 |
1 See "Non-GAAP Financial Measures" for additional information and the tables under "Third Quarter Results" and "Year-To-Date Results" for a reconciliation to Consolidated NW Natural Holdings EPS. Segment EPS is a non-GAAP financial measure which takes NWN Water Utility segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings.
Third Quarter Results: NWN Water net income increased $2.1 million (or $0.04 per share) mainly reflecting a $3.2 million increase in operating revenues primarily due to new rates at its largest utility in Arizona and incremental revenues from the Infrastructure Capital Holdings/Puttman (ICH) water utilities after the acquisition in September 2024. Operating expenses were stable. Income taxes increased $0.7 million dollars due to higher pre-tax results.
Year-to-Date Results: NWN Water net income increased $6.3 million (or $0.14 per share) mainly reflecting an $11.2 million increase in operating revenues primarily due to new rates for its Arizona utilities and incremental revenues from the ICH water utilities acquisition. Operations and maintenance expense increased $3.6 million primarily due to the addition of ICH activities in results. Income taxes increased $2.3 million dollars due to higher pre-tax results.
Other
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; NWN Renewables, which is a renewable fuels business; and corporate financing activities, consolidation entries, and other activities.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except EPS | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
| Net income (loss) | $ | (5,214) | $ | 606 | $ | (5,820) | $ | (19,533) | $ | (1,411) | $ | (18,122) |
| EPS1 | (0.13) | 0.01 | (0.14) | (0.48) | (0.04) | (0.44) | ||||||
| Adjusted net income (loss)2 | $ | (5,239) | $ | 606 | $ | (5,845) | $ | (12,856) | $ | (1,411) | $ | (11,445) |
| Adjusted EPS1,2 | (0.13) | 0.01 | (0.14) | (0.32) | (0.04) | (0.28) |
1 See "Non-GAAP Financial Measures" for additional information and the tables under "Third Quarter Results" and "Year-To-Date Results" for a reconciliation to Consolidated NW Natural Holdings EPS. Segment EPS is a non-GAAP financial measure, which takes Other net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings.
2 See "Non-GAAP Financial Measures" and "Q3 and YTD 2025 Reconciliation to GAAP" for additional information. Adjusted 2025 other and consolidated net income are non-GAAP financial measures and exclude transaction costs and business development costs including the effects of SiEnergy and Pines.
Third Quarter Results: The net loss from the Company's other business activities increased $5.8 million (or $0.14 per share). The increase in the net loss was primarily due to higher interest expense mainly from the issuance of junior subordinated notes in March 2025.
Year-to-Date Results: The net loss from the Company's other business activities increased $18.1 million (or $0.44 per share). On an adjusted basis, the net loss increased $11.4 million ($0.28 per share), which excludes transaction expenses and business development costs. The increase in the adjusted net loss was primarily related to higher interest expense primarily due to incremental financings at NW Natural Holdings in December 2024 and March 2025.
CONFERENCE CALL AND WEBCAST
As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its third quarter 2025 financial and operating results.
| Date and Time: | Wednesday, Nov. 5, 2025<br><br>8 a.m. PT (11 a.m. ET) |
|---|---|
| Phone Numbers: | 1-833-470-1428<br><br>Passcode 615804 |
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 and a replay access code of 947196.
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 166 years. It owns Northwest Natural Gas Company (NW Natural), SiEnergy Operating, LLC
(SiEnergy Gas Utility), NW Natural Water Company (NWN Water Utility), NW Natural Renewables Holdings (NWN Renewables), and other business interests.
NW Natural Holdings through its subsidiaries provides critical energy and delivers essential water and wastewater services to over one million meters across seven states. We have a longstanding commitment to safety, environmental stewardship, and taking care of our employees and communities. NW Natural Holdings was recognized by Ethisphere® for four years running as one of the World’s Most Ethical Companies®. NW Natural consistently leads the industry with high J.D. Power & Associates customer satisfaction scores.
NW Natural through its gas utility, NWN Gas Utility, is a local distribution company that currently provides service to approximately 2 million people in more than 140 communities through approximately 806,000 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.
SiEnergy Gas Utility is one of the fastest growing natural gas distribution utilities in the nation, serving nearly 87,000 meters in the greater metropolitan areas of Houston, Dallas, and Austin, Texas.
NWN Water Utility provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas, Arizona, and California. Today NW Natural Water serves an estimated 197,000 people through approximately 79,000 meters and provides operation and maintenance services to an additional 38,000 connections. Learn more about our water business at nwnaturalwater.com.
NWN Renewables is committed to leading in the energy transition by providing renewable fuels. 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," "forecasts," "will" 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, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, 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, strategic fit, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, 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, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, 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, wastewater and water services acquisitions, personnel additions, partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, impacts of the U.S. federal government shutdown, inflation, 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, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.
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
Management uses "adjusted net income", "adjusted earnings per share," "adjusted segment net loss," "segment earnings per share” and "adjusted segment earnings per share," each of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management uses non-GAAP measures in making operating decisions because we believe those measures provide meaningful supplemental information regarding our earning potential and performance for management by excluding certain expenses and charges that may not be indicative of our core business operating results and can affect the comparison of period-over-period results. These adjustments may include transaction and business development costs primarily consisting of professional fees including legal, accounting, financial and other professional fees incurred in connection with business combinations and business development activities. 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 below.
| NORTHWEST NATURAL HOLDINGS | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Income Statement and Financial Highlights (Unaudited) | |||||||||||||||
| Third Quarter 2025 | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| In thousands, except per share amounts, customer, and degree day data | September 30, | September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Operating revenues | $ | 164,728 | $ | 136,934 | $ | 895,206 | $ | 782,118 | |||||||
| Operating expenses: | |||||||||||||||
| Cost of gas | 39,428 | 38,902 | 276,922 | 287,589 | |||||||||||
| Operations and maintenance | 76,785 | 63,940 | 239,533 | 202,504 | |||||||||||
| Environmental remediation | 1,247 | 1,151 | 9,796 | 9,226 | |||||||||||
| General taxes | 12,066 | 10,886 | 39,913 | 38,207 | |||||||||||
| Revenue taxes | 5,669 | 5,275 | 33,357 | 32,730 | |||||||||||
| Depreciation | 40,510 | 34,552 | 122,545 | 101,412 | |||||||||||
| Other operating expenses | 1,446 | 1,560 | 3,998 | 4,249 | |||||||||||
| Total operating expenses | 177,151 | 156,266 | 726,064 | 675,917 | |||||||||||
| Income (loss) from operations | (12,423) | (19,332) | 169,142 | 106,201 | |||||||||||
| Other income (expense), net | 929 | 930 | (1,747) | (198) | |||||||||||
| Interest expense, net | 30,435 | 19,060 | 90,321 | 58,902 | |||||||||||
| Income before income taxes | (41,929) | (37,462) | 77,074 | 47,101 | |||||||||||
| Income tax expense | (12,039) | (10,295) | 21,548 | 13,232 | |||||||||||
| Net income (loss) | $ | (29,890) | $ | (27,167) | $ | 55,526 | $ | 33,869 | |||||||
| Common shares outstanding: | |||||||||||||||
| Average diluted for period | 41,184 | 38,394 | 40,718 | 38,412 | |||||||||||
| End of period | 41,506 | 40,121 | 41,506 | 40,121 | |||||||||||
| Per share of common stock information: | |||||||||||||||
| Diluted earnings | $ | (0.73) | $ | (0.71) | $ | 1.36 | $ | 0.88 | |||||||
| Dividends paid per share | 0.4900 | 0.4875 | 1.4700 | 1.4625 | |||||||||||
| Capital structure, end of period: | |||||||||||||||
| Common stock equity | 37.0 | % | 43.9 | % | 37.0 | % | 43.9 | % | |||||||
| Long-term debt (including junior subordinated notes) | 55.0 | 50.3 | 55.0 | 50.3 | |||||||||||
| Short-term debt (including current maturities of long-term debt) | 8.0 | 5.8 | 8.0 | 5.8 | |||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||
| Operating Statistics | |||||||||||||||
| Meters | |||||||||||||||
| NWN gas utility | 806,017 | 800,421 | |||||||||||||
| SiEnergy gas utility | 86,945 | — | |||||||||||||
| NWN Water utility | 79,037 | 75,921 | |||||||||||||
| Total Meters - end of period | 971,999 | 876,342 | |||||||||||||
| NWN Gas Utility Margin | |||||||||||||||
| Operating revenues | $ | 120,066 | $ | 114,004 | $ | 755,431 | $ | 726,730 | |||||||
| Less: Cost of gas | 32,188 | 38,743 | 248,563 | 287,542 | |||||||||||
| Less: Environmental remediation expense | 1,247 | 1,151 | 9,796 | 9,226 | |||||||||||
| Less: Revenue taxes | 5,238 | 5,188 | 31,635 | 32,581 | |||||||||||
| NWN Gas Utility Margin | $ | 81,393 | $ | 68,922 | $ | 465,437 | $ | 397,381 | |||||||
| SiEnergy Gas Utility Margin | |||||||||||||||
| Operating revenues | $ | 11,821 | $ | — | $ | 45,989 | $ | — | |||||||
| Less: Cost of gas | 2,950 | — | 14,230 | — | |||||||||||
| Less: Revenue taxes | 290 | — | 1,433 | — | |||||||||||
| SiEnergy Gas Utility Margin | $ | 8,581 | $ | — | $ | 30,326 | $ | — | |||||||
| NORTHWEST NATURAL HOLDINGS | |||||||||||||||
| --- | --- | --- | --- | --- | |||||||||||
| Consolidated Balance Sheets (Unaudited) | September 30, | ||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||
| Assets: | |||||||||||||||
| Current assets: | |||||||||||||||
| Cash and cash equivalents | $ | 32,203 | $ | 35,047 | |||||||||||
| Accounts receivable | 70,507 | 53,123 | |||||||||||||
| Accrued unbilled revenue | 29,148 | 23,818 | |||||||||||||
| Allowance for uncollectible accounts | (2,618) | (2,885) | |||||||||||||
| Regulatory assets | 140,502 | 136,275 | |||||||||||||
| Derivative instruments | 5,031 | 8,948 | |||||||||||||
| Inventories | 118,589 | 108,651 | |||||||||||||
| Other current assets | 42,199 | 45,873 | |||||||||||||
| Total current assets | 435,561 | 408,850 | |||||||||||||
| Non-current assets: | |||||||||||||||
| Property, plant, and equipment | 5,531,917 | 4,858,066 | |||||||||||||
| Less: Accumulated depreciation | 1,284,271 | 1,245,725 | |||||||||||||
| Total property, plant, and equipment, net | 4,247,646 | 3,612,341 | |||||||||||||
| Regulatory assets | 374,280 | 322,781 | |||||||||||||
| Derivative instruments | 2,456 | 1,377 | |||||||||||||
| Other investments | 81,111 | 82,478 | |||||||||||||
| Operating lease right of use asset, net | 69,065 | 69,402 | |||||||||||||
| Assets under sales-type leases | 122,517 | 126,712 | |||||||||||||
| Goodwill | 371,040 | 181,393 | |||||||||||||
| Other non-current assets | 150,098 | 139,035 | |||||||||||||
| Total non-current assets | 5,418,213 | 4,535,519 | |||||||||||||
| Total assets | $ | 5,853,774 | $ | 4,944,369 | |||||||||||
| Liabilities and equity: | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Short-term debt | $ | 195,490 | $ | 159,814 | |||||||||||
| Current maturities of long-term debt | 115,650 | 20,796 | |||||||||||||
| Accounts payable | 130,508 | 96,260 | |||||||||||||
| Taxes accrued | 20,375 | 17,759 | |||||||||||||
| Interest accrued | 16,841 | 12,909 | |||||||||||||
| Regulatory liabilities | 141,356 | 127,640 | |||||||||||||
| Derivative instruments | 52,548 | 70,807 | |||||||||||||
| Operating lease liabilities | 2,610 | 1,868 | |||||||||||||
| Other current liabilities | 67,402 | 59,532 | |||||||||||||
| Total current liabilities | 742,780 | 567,385 | |||||||||||||
| Long-term debt | 2,128,101 | 1,555,000 | |||||||||||||
| Deferred credits and other non-current liabilities: | |||||||||||||||
| Deferred tax liabilities | 414,225 | 389,281 | |||||||||||||
| Regulatory liabilities | 742,943 | 708,948 | |||||||||||||
| Pension and other postretirement benefit liabilities | 122,116 | 138,800 | |||||||||||||
| Derivative instruments | 9,481 | 15,714 | |||||||||||||
| Operating lease liabilities | 76,365 | 76,530 | |||||||||||||
| Other non-current liabilities | 183,643 | 135,661 | |||||||||||||
| Total deferred credits and other non-current liabilities | 1,548,773 | 1,464,934 | |||||||||||||
| Equity: | |||||||||||||||
| Common stock | 1,042,089 | 986,545 | |||||||||||||
| Retained earnings | 398,553 | 377,685 | |||||||||||||
| Accumulated other comprehensive loss | (6,522) | (7,180) | |||||||||||||
| Total equity | 1,434,120 | 1,357,050 | |||||||||||||
| Total liabilities and equity | $ | 5,853,774 | $ | 4,944,369 | |||||||||||
| NORTHWEST NATURAL HOLDINGS | |||||||||||||||
| --- | --- | --- | --- | --- | |||||||||||
| Consolidated Statements of Cash Flows (Unaudited) | Nine Months Ended September 30, | ||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||
| Operating activities: | |||||||||||||||
| Net income | $ | 55,526 | $ | 33,869 | |||||||||||
| Adjustments to reconcile net income to cash provided by operations: | |||||||||||||||
| Depreciation | 122,545 | 101,412 | |||||||||||||
| Amortization | 18,370 | 14,544 | |||||||||||||
| Deferred income taxes | 16,992 | 5,939 | |||||||||||||
| Qualified defined benefit pension plan expense | 7,768 | 3,047 | |||||||||||||
| Contributions to qualified defined benefit pension plans | (8,410) | (17,850) | |||||||||||||
| Deferred environmental expenditures, net | (17,878) | (18,775) | |||||||||||||
| Environmental remediation expense | 9,796 | 9,226 | |||||||||||||
| Asset optimization revenue sharing bill credits | (15,549) | (29,198) | |||||||||||||
| Other | 7,985 | 8,300 | |||||||||||||
| Changes in assets and liabilities: | |||||||||||||||
| Receivables, net | 129,334 | 130,676 | |||||||||||||
| Inventories | (9,563) | 4,092 | |||||||||||||
| Income and other taxes | 15,691 | 9,806 | |||||||||||||
| Accounts payable | (4,645) | (11,501) | |||||||||||||
| Deferred gas costs | (53,241) | (7,703) | |||||||||||||
| Asset optimization revenue sharing | 19,510 | 10,743 | |||||||||||||
| Decoupling mechanism | (21,084) | 1,989 | |||||||||||||
| Cloud-based software | (7,962) | (20,307) | |||||||||||||
| Regulatory accounts | 6,802 | 17,312 | |||||||||||||
| RNG facility prepayment | — | (26,046) | |||||||||||||
| Other, net | (6,135) | 122 | |||||||||||||
| Cash provided by operating activities | 265,852 | 219,697 | |||||||||||||
| Investing activities: | |||||||||||||||
| Capital expenditures | (332,652) | (294,261) | |||||||||||||
| Acquisitions, net of cash acquired | (331,328) | (28,819) | |||||||||||||
| Purchase of equity method investment | (1,000) | (1,000) | |||||||||||||
| Other | (2,500) | (2,215) | |||||||||||||
| Cash used in investing activities | (667,480) | (326,295) | |||||||||||||
| Financing activities: | |||||||||||||||
| Proceeds from common stock issued, net | 47,569 | 90,563 | |||||||||||||
| Long-term debt issued | 560,000 | 150,000 | |||||||||||||
| Long-term debt retired | (172,959) | (150,000) | |||||||||||||
| Changes in other short-term debt, net | 20,380 | 70,034 | |||||||||||||
| Cash dividend payments on common stock | (57,586) | (53,781) | |||||||||||||
| Payment of financing fees | (6,075) | (901) | |||||||||||||
| Shares withheld for tax purposes | (1,591) | (1,319) | |||||||||||||
| Other | (262) | (814) | |||||||||||||
| Cash provided by financing activities | 389,476 | 103,782 | |||||||||||||
| Decrease in cash, cash equivalents and restricted cash | (12,152) | (2,816) | |||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 47,982 | 49,624 | |||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 35,830 | $ | 46,808 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||
| Interest paid, net of capitalization | $ | 90,500 | $ | 57,837 | |||||||||||
| Income taxes paid, net of refunds | 9,109 | 15,831 | |||||||||||||
| Reconciliation of cash, cash equivalents and restricted cash: | |||||||||||||||
| Cash and cash equivalents | $ | 32,203 | $ | 35,047 | |||||||||||
| Restricted cash included in other current and non-current assets | 3,627 | 11,761 | |||||||||||||
| Cash, cash equivalents and restricted cash | $ | 35,830 | $ | 46,808 | |||||||||||
| NORTHWEST NATURAL HOLDINGS | |||||||||||||||
| --- | --- | ||||||||||||||
| 2025 Guidance Reconciliation to GAAP (Unaudited) | |||||||||||||||
| 2025 | |||||||||||||||
| GAAP EPS guidance | $2.59 to $2.79 | ||||||||||||||
| Transaction and business development costs1 | 0.16 | ||||||||||||||
| Adjusted EPS guidance2 | $2.75 to $2.95 |
1 Effect on EPS assumes transaction and business development costs, including the effects of SiEnergy and Pines. Estimated costs of $6.7 million after-tax for 2025, average diluted shares of 40.9 million and an income tax rate of 26.5%.
2 See "Non-GAAP Financial Measures" for a definition and further information on adjusted EPS.
| NORTHWEST NATURAL HOLDINGS | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3 and YTD 2025 Reconciliation to GAAP (Unaudited) | ||||||||||||||||||
| Three Months Ended September 30, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||
| In thousands, except per share data | Amount | Per Share | Amount | Per Share | ||||||||||||||
| CONSOLIDATED | ||||||||||||||||||
| GAAP net loss | $ | (29,890) | $ | (0.73) | $ | (27,167) | $ | (0.71) | ||||||||||
| Transaction and business development costs | (34) | — | — | — | ||||||||||||||
| Income tax effect1 | 9 | — | — | — | ||||||||||||||
| Adjusted net loss | $ | (29,915) | $ | (0.73) | $ | (27,167) | $ | (0.71) | ||||||||||
| Diluted shares | 41,184 | 38,394 | ||||||||||||||||
| OTHER | ||||||||||||||||||
| GAAP net income (loss) | $ | (5,214) | $ | (0.13) | $ | 606 | $ | 0.01 | ||||||||||
| Transaction and business development costs | (34) | — | — | — | ||||||||||||||
| Income tax effect1 | 9 | — | — | — | ||||||||||||||
| Adjusted net income (loss) | $ | (5,239) | $ | (0.13) | $ | 606 | $ | 0.01 | Nine Months Ended September 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | |||||||||||||||||
| In thousands, except per share data | Amount | Per Share | Amount | Per Share | ||||||||||||||
| CONSOLIDATED | ||||||||||||||||||
| GAAP net income | $ | 55,526 | $ | 1.36 | $ | 33,869 | $ | 0.88 | ||||||||||
| Transaction and business development costs | 9,084 | 0.22 | — | — | ||||||||||||||
| Income tax effect1 | (2,407) | (0.06) | — | — | ||||||||||||||
| Adjusted net income | $ | 62,203 | $ | 1.52 | $ | 33,869 | $ | 0.88 | ||||||||||
| Diluted shares | 40,718 | 38,412 | ||||||||||||||||
| OTHER | ||||||||||||||||||
| GAAP net loss | $ | (19,533) | $ | (0.48) | $ | (1,411) | $ | (0.04) | ||||||||||
| Transaction and business development costs | 9,084 | 0.22 | — | — | ||||||||||||||
| Income tax effect1 | (2,407) | (0.06) | — | — | ||||||||||||||
| Adjusted net loss | $ | (12,856) | $ | (0.32) | $ | (1,411) | $ | (0.04) |
1 SiEnergy transaction expenses were recognized in the first quarter of 2025 and Pines transaction expenses were recognized in the second quarter of 2025. Other business development costs were recognized in the second and third quarter of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.
12