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Discontinued Operations
 6 Months Ended
Jun. 30, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations DISCONTINUED OPERATIONS
NW Holdings
On June 20, 2018, NWN Gas Storage, then a wholly-owned subsidiary of NW Natural, entered into a Purchase and Sale Agreement (the Agreement) that provides for the sale by NWN Gas Storage of all of the membership interests in Gill Ranch. Gill Ranch owns a 75% interest in the natural gas storage facility located near Fresno, California known as the Gill Ranch Gas Storage Facility. Pacific Gas and Electric Company (PG&E) owns the remaining 25% interest in the Gill Ranch Gas Storage Facility. The CPUC regulates Gill Ranch under a market-based rate model which allows for the price of storage services to be set by the marketplace.

The Agreement provides for an initial cash purchase price of $25.0 million (subject to a working capital adjustment), plus potential additional payments to NWN Gas Storage of up to $26.5 million in the aggregate if Gill Ranch achieves certain economic performance levels for the first three full gas storage years (April 1 of one year through March 31 of the following year) occurring after the closing and the remaining portion of the gas storage year during which the closing occurs.
The sale of Gill Ranch was approved by the CPUC in December 2019, and the transaction is subject to other customary closing conditions and covenants, including the requirement that all of the representations and warranties be true and correct as of the closing date except, as would not, in the case of certain representations and warranties, be reasonably expected to have a
material adverse effect on Gill Ranch. The Agreement, as amended, was subject to termination by either party if the transaction had not closed by June 26, 2020. On June 26, 2020, NWN Gas Storage and the buyer amended the Agreement to change the date after which the Agreement would be subject to termination by either party from June 26, 2020 to August 17, 2020.

The following table presents the carrying amounts of the major components of Gill Ranch that are classified as discontinued operations assets and liabilities on the consolidated balance sheets:
 
 
NW Holdings
Discontinued Operations
 
 
June 30,
 
December 31,
In thousands
 
2020
 
2019
 
2019
Assets:
 
 
 
 
 
 
Accounts receivable
 
$
1,621

 
$
519

 
$
333

Inventories
 
821

 
756

 
695

Other current assets
 
250

 
183

 
457

Property, plant, and equipment
 
13,335

 
12,184

 
13,291

Less: Accumulated depreciation
 
7

 
6

 
7

Operating lease right of use asset
 
118

 
118

 
118

Other non-current assets
 
254

 
247

 
247

Total discontinued operations assets - current assets (1)
 
$
16,392

 
$
14,001

 
$
15,134

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accounts payable
 
$
999

 
$
1,230

 
$
1,250

Other current liabilities
 
1,119

 
296

 
848

Operating lease liabilities
 
112

 
113

 
116

Other non-current liabilities
 
11,344

 
11,640

 
11,495

Total discontinued operations liabilities - current liabilities (1)
 
$
13,574

 
$
13,279

 
$
13,709

(1)
The total assets and liabilities of Gill Ranch are classified as current as of the periods presented above because it is probable that the sale will be completed within one year.
The following table presents the operating results of Gill Ranch, which was reported within the gas storage segment historically, and is presented net of tax on the consolidated statements of comprehensive income:
 
 
NW Holdings
Discontinued Operations
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands, except per share data
 
2020
 
2019
 
2020
 
2019
Revenues
 
$
3,374

 
$
1,748

 
$
4,282

 
$
3,469

Expenses:
 
 
 
 
 
 
 
 
Operations and maintenance
 
2,604

 
2,651

 
4,184

 
4,264

General taxes
 
53

 
60

 
100

 
119

Depreciation and amortization
 
106

 
106

 
212

 
212

Other expenses and interest
 
228

 
229

 
459

 
466

Total expenses
 
2,991

 
3,046

 
4,955

 
5,061

Income (loss) from discontinued operations before income taxes
 
383

 
(1,298
)
 
(673
)
 
(1,592
)
Income tax expense (benefit)
 
103

 
(342
)
 
(175
)
 
(419
)
Income (loss) from discontinued operations, net of tax
 
$
280

 
$
(956
)
 
$
(498
)
 
$
(1,173
)
 
 


 


 
 
 
 
Earnings (loss) from discontinued operations per share of common stock:
 
 
 
 
 
 
 
 
Basic
 
$
0.01

 
$
(0.03
)
 
$
(0.01
)
 
$
(0.04
)
Diluted
 
$
0.01

 
$
(0.03
)
 
$
(0.01
)
 
$
(0.04
)