Nikki Sparley - Director, IR David Anderson - President & CEO Frank Burkhartsmeyer - SVP & CFO

Aga Zmigrodzka - UBS Investment Bank Jasmine Jain - Bank of America Merrill Lynch

Thank you, Mike, and good morning, everyone, and welcome to our second quarter 2018 earnings call. As a reminder, some of the things that will be said this morning contain forward-looking statements.

They are based on management's assumptions, which may or may not occur. For a complete list of cautionary statements, you should refer to the language at the end of our press release and also our SEC filings for additional information.

We expect to file our 10-Q later today. As mentioned, this teleconference is being recorded and will be available on our website following the call.

Please note, these conference calls are designed for the financial community. If you are an investor and have additional questions after the call, please contact me directly at 503-721-2530.

Media may contact Melissa Moore at 503-220-2436. Speaking this morning are David Anderson, President and Chief Executive Officer; and Frank Burkhartsmeyer, Senior Vice President and Chief Financial Officer.

David and Frank have some prepared remarks and then will be available along with other members of our executive team to answer your questions. With that, I will turn it over to David for his opening remarks.

Thanks, Nikki, and good morning, everyone, and welcome to our second quarter earnings call. I'll begin today with highlights from the period and then turn it over to Frank to cover the financial details.

At the end of the call, I'll update you on the North Mist project and the Oregon general rate case. The company continues to be financially strong and is operating very well in my opinion.

We are on track for the year, and we are reconfirming earnings guidance today to be in the range of $2.10, $2.30 per share. Results were affected by timing, variances related to tax reform, relatively warm weather in 2018 compared to extremely cold weather in 2017 and some higher operations in maintenance cost.

Frank will provide more details on results in a moment. Our service territory continues to be economically strong, unemployment remains low at 4% and the healthy market continued to show solid growth though at a slightly lower pace compared to this time last year.

We've added 11,700 new customers over the last 12 months, which results in a growth rate of 1.6%. Overall, despite warmer weather, the gas utility performed very well and continues to grow nicely.

This quarter, we took a significant step for the goal of focusing all of our efforts on regulated earnings streams financing the sale of the Gill Ranch storage business in California. We're happy to find a buyer that excels in this environment and is an experienced gas storage operator with a laser focus on safety.

We expect to close the transaction in the next 12 months, likely during the summer of 2019. The proceeds from the sale will be used for general corporate purposes such as gas and water utility investments.

As we've discussed in the past, through our water strategy, we are seeking to add earnings streams that have a similar risk and cash flow profile as our regulated gas utility. We've made several advancements here.

In July, we received regulatory approval from the Idaho commission for our largest pending acquisition in Idaho Falls, Falls Water Company. We expect to close that transaction in the third quarter.

In May, we entered into agreements to acquire two privately owned water utilities with about 1,100 customers in the state of Washington. In the coming months, we expect to close our 4 pending water company acquisitions, gaining nearly 7,600 customers across 3 states in the Pacific Northwest.

I consider this a great start. Although the financial implications of these initial transactions are small, building this business is an exciting opportunity for us.

We will remain disciplined and focused as we continue pursuing this strategy. With that, let me turn it over to Frank to cover the financial details.

Frank?

Thank you, David, and good morning, everyone. Before we review results, I'd like to discuss two items impacting the quarter.

First, a few comments on the regulatory process for tax reform. As David will discuss in a moment, the treatment of both the historical and interim deferred tax assets is one of the few items we have not yet settled in our Oregon general rate case.

Regarding the utility's historical deferred tax asset, we expect the majority of it to be returned to customers over an amortization period in compliance with IRS tax normalization rules. Regarding the utility's interim tax deferral in 2018, this represents a difference between the 35% and 21% tax rate on current customer rates.

This interim deferral will continue growing until customers' rates can be reset. We estimate the interim 2018 deferral to range from $8 million to $12 million.

We have deferred $9.2 million at this point. We continue to work with our regulators to finalize the interim deferral calculation and determine the means by which we will return these deferred tax benefits to customers.

Second, as David mentioned, tax reform does affect the pattern of earnings across the quarters of the year with little anticipated impact to annual results. Compared to prior years, you saw a net benefit from tax reform in the first quarter and you'll see another in the fourth quarter with amplified losses in the second and third quarters.

This intensified seasonality of earnings in 2018 is due to a timing difference between the interim regulatory deferral that reduces utility margin, as well as the effect of the lower tax rate on seasonal earnings profile such as ours. These timing differences have a meaningful impact on quarterly results in 2018 compared to 2017.

For example, we recorded a $4.3 million or about $0.15 benefit from tax reform in the first quarter. In the second quarter, we reported a $1.6 million or $0.06 reversal of that benefit.

We expect the net $0.09 benefit year-to-date, to more than completely reverse in the third quarter with a small benefit in the fourth quarter, bringing us to a net neutral position for the year. As we look forward, the annual impact of tax reform will be negligible, however, the distribution of our earnings profile across the corners will continue to be affected in a similar pattern?

This change reflects the impact of the lower tax rate on our seasonal earnings profile such as ours. Before turning to the detailed numbers, I also want to note a couple of reporting changes.

Following the execution of the sale agreement, Gill Ranch storage results have been reclassified as discontinued operations for all periods presented. As a result, we no longer have a gas storage segment.

The 5 Bcf of non-utility gas storage operations at Mist are now included with other activities. Prior periods have been reclassified to align with this new presentation in the earnings release and 10-Q.

Now moving to financial results. Please note that I'll describe the individual earnings drivers on an after-tax basis using the statutory tax rate of 26.5%.

At a high level, if you normalize for the tax reform impacts I described, the variance and results for both the quarter and year-to-date period were primarily driven by lower margins from warmer weather this year versus extremely cold weather in 2017, and higher O&M cost related to compensation and benefit expense. While the weather normalization mechanism in Oregon provides a large degree of margin stability, weather can affect results, as we do not have a normalization mechanism in Washington, and a portion of Oregon customers have opted out.

In the first half of 2017, our service territory experienced very cold weather while in 2018, we experienced a more typical winter and a very warm spring. Specifically, it was 38% warmer than average in the second quarter of this year.

On the other hand, the second quarter of last year was 14% colder than average. Year-to-date, weather was 11% warmer than average for 2018.

By contrast, weather for the same period in 2017 was 24% colder than average. For the quarter, we reported a net loss of $1 million or $0.03 per share, a decrease of $3.7 million compared to net income of $2.7 million or $0.10 per share for the same period in 2017.

For the first 6 months of 2018, we reported net income of $40.5 million or $1.41 per share, a decrease of $2.5 million or $0.09 compared to the net income of $43 million or $1.50 per share for the same period in 2017. Moving to utility segment results.

Net income for the second quarter decreased $5.1 million. Margin declined $3.5 million as a result of the $2.1 million tax reform deferral, as well as the effects of cooler weather in 2017, partially offset by customer growth.

Also affecting earnings was a $1.8 million increase in O&M and a $1 million aggregate increase in depreciation and general taxes. Tax expense declined $500,000, partially offsetting the $2.1 million revenue deferral from tax reform.

For the first 6 months of 2018, utility net income decreased $5.4 million. Margin declined $10.4 million from the $6.8 million tax reform deferral and the effects of colder weather in 2017, partially offset by $1.7 million from customer growth.

Also affecting earnings was a $2.7 million increase in O&M, as well as a $2.3 million aggregate increase in depreciation and general taxes. Tax expense declined $9.5 million, more than offsetting the margin deferral from tax reforms and creating a timing benefit for the year-to-date results.

Turning to cash flows. During the first 6 months of 2018, the company generated $163 million in operating cash flows, down $32 million from 2017 due to changes in working capital.

We continue to reinvest back in the business with $102 million in capital expenditures related to systems reinforcement and customer growth, as well as our North Mist Gas Storage Expansion Project. Our balance sheet remains strong with ample liquidity.

With respect to capital expenditures for 2017 -- 2018, we expect CapEx to range from $190 million to $220 million, including about $25 million associated with completing our North Mist expansion. The company reaffirmed 2018 earnings guidance today in the range of $2.10 to $2.30 per share.

Guidance assumes continued customer growth from our utility segment, average weather conditions and no significant changes in prevailing regulatory policies, mechanisms or outcomes, or significant laws or regulations. With that, I'll turn the call back over to David for his concluding remarks.

Thanks, Frank. Let me give you an update on our North Mist Expansion Project.

As we've discussed, the North Mist project will support rig reliability by supplying unique no-notice storage service to Portland General Electric that can be drawn on at any time, allowing them essentially the balance of variability of additional renewable power on the electric grid. The estimated cost of the expansion is $132 million, and that includes the development of a new $2.5 billion cubic feet reservoir, a compressor station and a 13-mile pipeline.

In June, importantly, we began free-flowing natural gas in the reservoir. We are currently constructing the compressor stations so that we can begin compressed injections this fall.

Those injections will bring the reservoir to its operating capacity and allow us to meet our December 2018 in-service date. We are in the crucial final stages of this project and our team will be driving hard to reach that year-end goal.

As a reminder, when the expansion is placed in the service, the investment will immediately be rate based under an established tariff schedule already approved by the Oregon Public Utility Commission. The facility is contracted to PGE for an initial 30-year period with a renewal options of up to 50 years beyond that.

On the regulatories front, I am pleased to report that we sell the majority of items in the Oregon general rate case. The all party settlement provides for an overall $16 million increase over our existing base rates.

After considering the conservation tariff and the tax reform deferral, the settlement represents a net benefit of the company of about $15 million. Included in the settlement is a capital structure of 50% debt and 50% equity, our return on common equity of 9.4% and an overall cost of capital of 7.3%.

It also includes an increase in rate base of $306 million since the last rate case in 2012. Rate base is now $1.192 billion as of the settlement.

The settlement is subject to the PUC's review and approval obviously. We expect an order from the commission in October with rights effectively concurrent with our new Purchased Gas Adjustment rates on November 1.

There are three items that were not addressed in the settlement that we continue to work through with parties. Two of those items, deferred income taxes and the pension balancing mechanism we have are timing issues.

In essence, the timing of returning the historical and interim deferred tax reform benefits to customers is the first item, as well as the timing of recovery of pension cost in our balancing account. The last item relates to the sharing allocations between the company and customers for revenues related to certain company assets and storage operations.

In essence, our interstate storage operations. We will continue working productively with parties on these outstanding matters and I expect these final three items to be resolved by October via settlement or commission order.

Overall, I feel very good about the progress we've made this past quarter, and I believe the year is off to a good start. We've executed on our derisking strategy with the sale agreement for Gill Ranch, the natural gas utility continues to grow and we are reaching the final stages of an important rate case.

Finally, we are securing future regulated revenue streams by advancing our water utility transactions. So thanks again for taking time to join us this morning.

And Mike, I think we're ready to open it up to questions now.

In the release, you noted that the rate hike is dependent on the completion of some projects. Could you please provide an update and the status of these projects?

Yes. What is typically that in Oregon, if there is -- in essence -- Aga, this is David by the way, there is a forward test year kind of view in Oregon.

And they're looking at major projects that are getting done. So there is various pipeline projects, there is some storage projects and things like that, like on our LNG facility that we're trying to get up to speed, and we will have to certify to those that they are in service by October.

And that's basically what the items are.

Okay. Perfect.

My second question is related to the Gill Ranch sale. What has been the annual net income related to the Gill Ranch operations?

And then what percent of total pro forma net income do you expect net income from other segments represent in the future?

Yes. Aga, we don't -- we have not disclosed that.

I think you can actually see in the results of operations the discontinued ops piece of that, but we have not broken that out in the past and are not breaking it out at this point either.

This is Jasmine Jain for Dennis Coleman. With regards to Oregon rate case for the remaining 3 items on a negotiations right now, do you mind just go more into details on what are some of the main pushbacks you're getting right now?

I wouldn't say they're pushbacks, I think anytime you get into a settlement, you try to settle as many items as you possibly can and we did. The deferred tax piece is just a standard process that they're working with on all utilities, which is returning the historical deferred tax asset, correct Frank?

Yes. That's correct.

To customers, and it's just -- it's a matter of timing. In most cases, it should follow the life of the assets and that's just something that we need to work through as with all other utilities.

On the pension balancing, we've got a pension balancing account that, in essence, irregardless of what FAS 87 expense does in the income statement, we deferred the difference and that balance has been growing, and the question is, is there an ability for us to collect that balancing account quicker than what the current schedule has in place, and that's just one item that we're still working through with the parties. And then the last item is just, at this point, a little bit a difference on what the sharing mechanism should be on our interstate storage operations and we're still working through with parties on that front to see if we can come to conclusion on that.

Great. Thanks a lot.

And then can you talk about considerations and possibly timings for given the rate case in Washington?

Yes. It's a good question.

We're, right now, trying to wrap up the Oregon rate case obviously, and we will in the next couple of months, by definition if you will, because in order to implement rates November 1, what we -- the company's history has typically been to follow an Oregon rate case with the Washington rate case, because you do a lot of the same work and a lot of the same background issues, and so we have been public that we are seriously considering following the rate case later this year for Washington. As you know, Washington is about 10% of our overall assets and customers and roughly earnings streams, et cetera.

So we'll make that decision later in this year, but there is a strong possibility we will follow rate case in Washington later this year.

Mike, thank you very much. And thanks everybody for joining us on the call today.

If you have more specific questions, reach out to Nikki, and she will help walk you through things and we look forward to talking with you soon. Thank you, Mike.