Northwest Natural Holding Company (NWN) Q4 2018 Earnings Report, Transcript and Summary

Good day, and welcome to the Northwest Natural Holding Fourth Quarter 2018 Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instruction] Please note this event is being recorded. I would now like to turn the conference over to Nikki Sparley, Director of Investor Relations. Please go ahead.

Thank you, Nicole. Good morning, everyone, and welcome to our fourth 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. In addition, some of our comments today reference non-GAAP adjusted measures. For a complete reconciliation of these measures and other cautionary statements refers to the language and reconciliation at the end of our press release and also our SEC filings for additional information. We do expect to file our 10-K later today. As mentioned, this teleconference is being recorded and will be available on our website following the call. Please note, these 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. News 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 prepared remarks, and then will be available along with other members of our executive team to answer your questions. With that, I’ll turn it over to David.

Thanks, Nikki, and good morning, and welcome, everybody, to our fourth quarter and full-year earnings call. 2018 was another exceptional year for our company, are nearly 1,200 employees continue to build on our 160-year legacy of serving customers and delivering outstanding service safely and reliably. This past year, we continue to execute on our long-term strategy, maximizing returns from our strong, stable and growing regulated natural gas utility and diversifying our business with investments in the water sector. Despite warmer weather last year, we saw higher revenues from strong customer growth and new utility rates here in Oregon, offset by some higher operating cost. The statewide unemployment rate hovered near record lows at about 4% during the quarter. Average wages for Oregonians grew about 3% over the last year, reflecting solid job growth of around 2%. Oregon posted the fifth highest GDP growth rate in the country based on information through September 30. Washington State was number one and Idaho came in fourth. The latest available data shows single-family permits in the Portland Metro area for 2018 remain comparable to that – to those numbers that we saw in 2017. These factors translated into connecting more than 12,500 new customers last year, resulting in a growth rate of 1.7%. On the regulatory front, we made significant advancements. As you may remember, the Oregon Commission issued an order in October 2018 that resolved a majority of the items in last year’s general rate case. That order provided for an overall revenue requirement increase of $23.4 million. Since October, we’ve been working with parties to resolve two remaining items in the rate case. The first one was recovery of our pension balancing account and the timing and method of returning federal tax savings to customers. Both items have cash flow implications for the company. I’m pleased to report that in February, we reached an all-party settlement on both matters. If approved by the Commission, the settlement will allow us to return tax savings of approximately $6 million per year to customers for the next five years. Thereafter, the company anticipates returning to about $3 million annually. Another $12.5 million of tax savings would be used to offset pension balancing account. In addition, we would forego recovery of $10.5 million from that account. As a result, that would result in a one-time non-cash charge of $6.7 million after-tax this year. We would collect the remaining pension balancing cost at a rate of about $7 million per year over the next 10 years. Resolving these outstanding regulatory items will secure tax savings for customers and provide cash flow certainly moving forward for the company. We believe the settlement offers the fair outcome for all parties. The next step in the process is Commission review and we anticipate an order in March, with rates effective April 1. In December of last year, we filed our first general rate case in Washington State in more than a decade. Although, Washington covers only about a 11% of our overall customers, it contains our fastest-growing service territory. Our request includes an $8.3 million increase in revenue requirement from previous rates, a return on equity of 10.3% and the cost of capital of 7.63%. Our requested capital structure is 49.5% long-term debt, 49.5% equity and 1% short-term debt. It also includes an increase in rate base of $58.7 million since the last Washington rate case that we had in 2009, bringing total rate base to around $187 million. We are also pursuing a decoupling mechanism for Washington customers, which would adjust for deviations from normal usage, including those related to weather. Finally, we are seeking an environmental mechanism to recover costs associated with remediation efforts from historical manufactured gas activities. The Washington Commission has 11 months to review the case. We expect new rates to be effective December 1, 2019. In 2018, we continued several rate legacies. For the sixth-year in a row, customers ranked Northwest Natural first in the West and the J.D. Power’s Residential Customer Satisfaction Study. We also posted the third highest score in the nation. This was the 14 times in 17 years that we scored in the top five in the country. We were also ranked first in the West and fourth in the nation by our Business Customers. These results are a testament to the service ethic of our employees who deliver the highest level of care to our customers everyday. And finally, I’m pleased to report that in the fourth quarter, the Board approved the dividend increase making 2018 the 63rd consecutive year of annual dividend increases. We’re proud to be only one of only three companies in the NYSE with this record. With that, let me turn it over to Frank to cover the financials. Frank?

Thank you, David, and good morning, everyone. I’ll begin today with a summary of our reported figures and then dive into the drivers of our operating results. For the quarter, we reported consolidated net income of $35.8 million, or $1.24 per share, compared to a net loss of $90.2 million, or $3.13 per share for the same period in 2017. For the year, we reported consolidated net income of $64.6 million, or $2.24 per share. This compares to a net loss of $55.6 million, or $1.93 per share for 2017. The net loss reported in 2017 reflects two non-cash items that occurred in the fourth quarter of that year. The impairment of our Gill Ranch gas storage facility, partially offset by a benefit related to the federal tax reform legislation. In my remarks, I’m going to focus on comparing our 2018 results with adjusted non-GAAP 2017 numbers, which excludes the effects of these two non-cash items. For a complete reconciliation of adjusted 2017 measures, please refer to the tables on the last page of our press release. Finally, note that, I will describe earnings drivers on an after-tax basis, using the statutory tax rate of 26.5%, which is close to our effective tax rate of 26.4% for the year. Now moving to these adjusted financial results. For 2018, we reported net income of $64.6 million, or $2.24 per share, which was within our guidance range of $2.10 to $2.30 per share. This was also in line with adjusted 2017 net income of $64.5 million, or $2.24 per share. As we reported in the second quarter, we have removed the results for Gill Ranch storage to discontinued operations, following the execution of an agreement to sell the asset. The company reported net income from continuing operations of 67.3 million, or $2.33 per share, compared to continuing operations for 2017 of $68.7 million, or $2.39 per share. Annual earnings from the Natural Gas Distribution segment declined $0.14 from factors that I’ll discuss next, while results from other improved by $0.08, as asset optimization benefits from our mist gas storage facility and transportation capacity improved in 2018. Turning to the Natural Gas Distribution segment. Margin declined $6.6 million, largely due to a $5.8 million revenue deferral from tax reform in 2018, which was offset by a decrease in income tax expense. The effects of warmer weather in 2018 were largely offset by the benefits of customer growth, new rates in Oregon and higher margin from industrial customers due to system restrictions during an October Canadian pipeline incident. While the weather normalization mechanisms in Oregon provide a large degree of margin stability, we do not have a normalization mechanism in Washington, and a portion of our Oregon customers have opted out. In 2017, weather was 15% colder than average. By contrast, the second-half of 2018 was warm, resulting in the year being 15% warmer than average. Also affecting the segment’s earnings was a $4.4 million increase in O&M, reflecting higher payroll and benefit costs and a $2.9 million increase in depreciation. Finally, as previously noted, income tax expense declined due to the decrease in the federal statutory income tax rate, offsetting the decrease in margin from the revenue deferral. Moving to quarterly results. For the fourth quarter of 2018, we reported consolidated net income of $35.8 million, or $1.24 per share, an increase of $5.9 million, compared to adjusted net income of $29.9 million, or $1.04 per share for the same period in 2017. Earnings from the Natural Gas Distribution segment increased by $0.09, while results from other also increased by $0.09 from the asset optimization benefits I previously mentioned. Looking at the Natural Gas Distribution segment, margin increased $2.1 million from customer growth, new Oregon rates and higher-margin from industrial customers, which more than offset the effects of warmer weather. Quarter-over-quarter O&M expense was generally flat with higher – slightly higher depreciation expense. Tax expense was lowered by $7.5 million, reflecting the lower federal statutory income tax rate. A few notes on cash flow. During 2018, the company generated $169 million in operating cash flows, down $38 million from 2017 due to elevated gas prices at the end of 2018 and higher income taxes. We continue to reinvest back into the utility with $215 million in capital expenditures related to system reinforcement, customer growth and the North Mist Gas Storage Expansion project. Our balance sheet remains strong with ample liquidity. Regarding the Oregon general rate case. The order received in October provides an estimated overall net income benefit to Northwest Natural of $10.4 million and an additional $15 million in annual cash flows. As David mentioned, in February, we reached a settlement with all parties regarding the two remaining items. We estimate the February settlement will provide another $1 million annual and net income benefit and approximately $6 million of additional cash flows. If the Commission approves the settlement, we will record a non-cash $6.7 million charge related to the pension balancing account in the quarter in which we received the order. Moving on to 2019 financial guidance. Capital expenditures for 2019 are expected to range from $230 million to $270 million, including significant projects related to replacing equipment at our mist gas storage facility, renovating several resource facility across our service territory and investing in a new headquarters building, as well as some technology refresh. For the five-year period ending 2023, we estimate capital expenditures to range from $850 million to $950 million, including $820 million to $910 million related to the gas utility and $30 million to $40 million related to the water business. In addition, the company initiated 2019 earnings guidance to date for continuing operations in the range of $2.25 to $2.45 per share. Guidance assumes continued customer growth, average weather conditions and no significant changes in prevailing regulatory policy mechanisms or outcomes or significant laws or regulations. Note, as we have not received the final order for the Oregon rate case, guidance does not assume the potential charge related to the pension balancing account. Finally, this guidance excludes the expected gain related to the settlement of Gill Ranch and any operating losses associated with it. These items are reported in discontinued operations. With that, I’ll turn the call back over to David for his concluding remarks.

Thanks, Frank. I’m pleased to note that the Oregon Commission just this past week also acknowledged our 2018 integrated resource plan. This is an important step in our long-term planning process, as we continue to meet the needs of our growing customer base and provide safe and reliable service to our communities. For the first time, the IRP also analyzed low-carbon gas supply options, such as renewable natural gas and power to gas, and we’re excited to announce that Northwest Natural can now start procuring up to 4.5 million tons annually over renewable natural gas. While this is a small portion of our overall low, we considered it a great start and are working on renewable natural gas options becoming a meaningful portion of our supply as we continue to focus on decarbonizing our product. Now I’d like to update you on the North Mist Expansion project. As you may recall, Northwest Natural is developing a new 2.5 billion cubic feet reservoir, a compressor station and a 13-mile pipeline, which will supply no-notice storage service to Portland General Electric’s Port Westward Power Plant, so they can balance renewable power on the grid. We completed base gas injections with the construction of the facility nearly done. Initial reservoir results in the gas storage capacity will likely be a little higher than 2.5 Bcf. We expect the expansion to be placed in the service this spring at an estimated cost of $149 million. As a reminder, when the expansion is placed into service, the investment will immediately be rate-based under an established tariff schedule already approved by the Oregon PUC. The facility is contracted for an initial 30-year period to PGE, with renewal options for up to 50 years beyond that. And finally, today, I’ll update you on our water strategy. Through our water acquisitions, we are adding an earnings stream that has a similar low-risk and strong cash flow profile as our regulated natural gas utility company. We’ve made several advancements here. Over the last few months, we’ve signed acquisition agreements with several more small water utilities. These acquisitions, when closed, would add about 1,000 connections to our water business in Washington and the fastest-growing region of Coeur d’Alene, Idaho. Regarding our largest pending acquisition in Sunriver, Oregon, you may remember that we are purchasing a water utility and wastewater company, that combined, serve about 9,400 connections in Central Oregon, one of the state’s longest standing resort communities. A regulatory schedule has been set and we expect to closing briefs in May and a Commission decision sometime in June this year. Overall, I’ve been very pleased with the receptivity of sellers, the commissions and other stakeholders in the water state – in the water sector. I believe the water sector has tremendous investment potential in the coming years, as aging infrastructure will need to be replaced, and I know that we can provide value to this industry. Once we close all outstanding transactions we’ll have committed nearly $70 million of investment in the water sector and serve approximately 45,000 people through 18,000 connections. These aggregate acquisitions are projected to be accretive to our earnings per share in the first full-year of operations. At this juncture, obviously, these investments remain small and the earnings are not yet material. In closing, I’m proud of all that we accomplished last year and excited to execute on the opportunities in front of us. On January 7, we celebrated our 160-year anniversary. As I reflect on our history, I’m truly odd and humbled. We began business in 1859, five weeks before the State of Oregon became a State, lighting streetlamps for 49 customers in Portland. Since then, we’ve grown to provide a natural gas service to 2 million people and distributing water to 22,000 people in the Pacific Northwest. While a lot has changed since 1859, our values and focus on delivering outstanding service safely and reliably to our customers has been unwavering. As we imagine our – and create our next 160 years, we will hold fast to our core principles, innovative thinking, commitment to safety and dedication to customers and shareholders. I look forward to continuing to work on your behalf. Thanks, again, for taking time with us on this Friday morning. And with that, Nicole, I think, we’re ready to open it up for questions.

Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Aga Zmigrodzka of UBS. Please go ahead.

Good morning, Aga.

Good morning. You announced higher 2019 CapEx, and then it looks like it will decline to roughly 160 annually. What is the expected regulatory lag to recover that higher CapEx and what do you expect broad-based growth to be for 2023?

Frank?

You bet. Thanks, Aga. So as you have noted that our capital plan of $850 million to $950 million is a bit front-end loaded. Just to comment in the next year, there’s some – there’s a couple of projects that we have underway or about to get underway related to some facilities and some infrastructure that needs to be done. There will be a little bit of lag on that. On the other hand, about $60 million of that’s related to customer growth and that effectively has no lag on it. So you’ll see that. We will have to consider, of course, rate case timing going forward because of the nature of this capital spend. And we haven’t announced another rate case, but that will certainly be the way that we moderate that lag going forward. The – regarding rate base growth, we’ve got that number about 4% to 6% CAGR over this business plan period. So we’ve increased our CapEx, about $100 million over the plan, $40 million or $50 million of that is – about $40 million of that’s related to water business, another $60 million on the core utility, which drives a little bit higher rate base growth than we had disclosed before.

Thanks for that color. And one clarification question for me. So in the guidance that you provided there, you don’t include the $10 million estimated charge related to the pension balancing account, is that correct?

That’s correct.

Okay. So it’ll be kind of like we should wait for the [indiscernible] the numbers this year?

Yes. We’d see that as – we’ll continue to report against this outlook adjusting for that one-time charge when it happens.

Okay, perfect. Thank you so much, Mr. Frank.

Our next question comes from Jasmine Zhang of Bank of America. Please go ahead.

Good morning.

Hi, good morning. Just a quick follow-up on Aga’s question. And is there any change to the five-year outlook with respect to EPS growth?

No, great question, Jasmine. We – we’re adding about $60 million to our core utility CapEx range, so it’s not a big shift in that. We’ve had a few more projects kind of fall into line of sight, which we like to use to define what we include in our CapEx. The rest is additional investment in the water business, as we close the Sunriver transaction and these other ones we will invest, another $30 million, $40 million in that. So, as David mentioned, those aren’t expected to be material contributors to the results over this plan period. So it’s just further support for the existing guidance.

Got it. Thanks. And what are your thoughts on whether the Commission will approve the settlement for the Oregon pending items>

Jasmine, this is David. I think, it’s always – you never want to say, it’s a guarantee or it’s not a guarantee. But when you have an all-party settlement, which is what we did not have before, there was one party that would not settle before. My hope is and especially where are all the parties coming together and saying that this is in the best interest of the customers. I would hope that Commission would follow soon.

Understood. Thanks. That’s it for me.

Our next question comes from Tate Sullivan of Maxim Group. Please go ahead.

Hi, thank you. A couple of things. Could we start on Gill Ranch, please. Does the settlement agreement for the sale mean – means that it’s pretty much done or what more does the California Public Utilities Commission need to do?

Yes. Good morning, Tate. This is David. Let me give a couple of high-level comments and we can dive deeper if you want. So the settlement, I think, you’re referring to is the Office of Safety Advocates, which is known as OSA. They’re relatively newer entity in California over the last couple of years. So the settlement that we reached with them is an important milestone. It’s actually the last milestone that is needed in the regulatory process for the CPUC to approve the final sale. So that’s a positive. And I think it’s 90 or so days, maybe 120 days that the Commission would hopefully act on that. So that’s the last item there. And so we are actively working with the buyer to already start transition plans, because we’ll be operating the facility likely for them for a period of time. But we need to wait for that approval before we move forward. But all things considered, it looks like it’s moving forward on the right direction.

Okay. So I mean, that – yes, this is – sounds pretty much done and no link whatsoever to what’s going on with PCG?

Well, I wouldn’t say that. I think what’s on the PG&E bankruptcy, obviously, this is caught up in and we have seen very good information coming out of the bankruptcy filing that the PG&E entity sees value in the asset that it’s operationally strategically needed. And I believe the bankruptcy court has approved reimbursement expenses and things like that. So they’re treating it as normal ongoing business. But the most important next step is the CPUC approval. And I think if CPUC approves it, I would – it would be a very positive statement to the bankruptcy judge.

Okay. Yes, I mean, I’ll have to do more digging on that. But I mean, to the buyer eCorp, [ph] I mean, it doesn’t sound like is there any termination fees, or can they walk away?

I mean, in terms of our buyer?

Yes, correct.

So Marty, you might – is there a termination fee or something like that. I mean, we wouldn’t walk away, but go ahead.

Right. There’s no termination fee like in any transaction at this nature. There are obviously terminations rights for both parties. With respect to the bankruptcy, if the CPUC approves the deal and we closed the deal shortly thereafter, sends out the buyer simply steps into the shoes that we would normally have. As David mentioned, there’s a transition period, where we’ll be operating the facility with SENSA. So that they came through that transition and after that. And so far, the transition plans have been going ahead very positively with the buyer.

I’d say just a little bit more, we’ve had SENSA involved in the OSA negotiations and that settlement just so that, obviously, OSA would not have signed off on it if they didn’t believe since it was going to be a good party to take over the facility.

Okay, understood. And I think in your last filing you mentioned there could be potential benchmark payments related to this is up to $26.5 million. Is that correct?

We’ll just take offline. Justin Palfreyman?

This is Justin Palfreyman. There’s an earn-out agreement in the purchase and sale agreement with the buyer that the Gill Ranch business performs against certain financial benchmarks that we would have the right to earn up to an additional $26.5 million. The – given the current market environment, it’s unlikely that, that earn-out will be triggered, but it’s awesome.

Okay, thank you. And just real quickly on North Mist. And it sounds like that’s – that will start in what, spring you said. You had a line in your press release that’s something as non-utility mist storage operations. What is that?

I think the part of that…

[Multiple Speakers] just the optimization that we’re talking about that on later-stage storage. As you know, up to 16 Bcf, 11 of that is in the core utility, the remaining five we sell on the interstate [Multiple Speakers] So we report...

And had nothing to do with Northwest expansion that we’re talking about. This is the core entity that we’ve always had assets, the optimization on.

Okay, understood. Thank you, and thank you for answering all those questions. I’ll get back in the queue. Thank you.

Yes. Thank you, Tate.

[Operator Instructions] Our next question comes from Sarah Akers of Wells Fargo. Please go ahead.

Good morning, Sarah.

Hey, good morning.

Good morning.

Can you just talk about some of the expense pressures that are baked into 2019 guidance? And then what you consider to be a more normal O&M rate at the utility?

You bet. Sarah, this is Frank, good question. What I would look at is fourth quarter 2018 expense levels are pretty indicative of where we see the next year. There’ll be a little inflationary pressure on benefits – salary and benefits. But we did have, as you know, some ramp up over the last couple of years as we got the footprint of the business to where we thought it needed to be, but we see it in a stable pattern right now. So the fourth quarter annualized would be a good indicator of 2018 with a little – some salary increases, those sorts of things, but no major changes in the footprint of the staffing levels.

Okay. And then, I think, you mentioned weather was 15% warmer than average. Can you quantify the EPS impact of that on the year?

We don’t specifically quantify weather and percentage. Weather is an indicator of the direction usually of the benefit. Colder drives earnings up and warmer drives earnings down a bit and it’s not necessarily a normal distribution. Colder weather can be a bit better than warmer weather is negative. But we don’t. What we would say is that, generally speaking, in 2018, while weather was warmer, we did have better performance on our interstate storage optimization. And we also had some industrial fees from industrial customers related to that pipeline event in bridge in D.C. this fall. So it really neutralized the weather impact for 2018.

Okay. And then lastly, now that you have clarity on some cash items out of the settlement. What does your financing plan look like for 2019? And then any comments on the potential equity needs over the next few years with your updated CapEx outlook?

Great question. So, our financing plan, we’re always going to maintain a strong balance sheet for the utility. We run at a 50-50 capital structure for rate making and we appreciate the value of our credit rating. So we will have to analyze that. We are investing more than historically. So we are going to have financing needs over the next couple of years. We haven’t been specific about the timing of that, and it will partly be driven by the timing of this investment. It’s up a little bit this year, but there’s still always the vagaries of when these projects get completed and when we pay the bills. So we will need financing over the next couple of years, but probably not in a position to be much more specific on timing.

And Sarah, this is David. The only thing I would add to that is the holding company gives us a little bit more flexibility to time that. But I think, both Frank and I do see the need for both long-term debt and equity in the next couple of years. We’re just not – we’re not at a point right now, where that we’re ready to specifically say when.

All right. Thanks a lot.

Our next question is a follow-up from Tate Sullivan of Maxim Group. Please go ahead.

Hey, Tate.

Hi, thanks. Thanks for taking my follow-up on. On the water acquisition strategy, can you, David, review? And are there other potential state regulation changes in the future, or are they already – are there commissions already supportive of deals? And I mean, what I’m trying to get to is, I mean, the price you pay for these water acquisitions can most of it get into rate base in all three states?

Yes. Understood, Tate. Thank you. The acquisitions that we’ve targeted – that we’ve done to date are in three states, Oregon, Washington and Idaho. All of those have been private companies. And what you’re really referring to is the goodwill. And at this juncture, we have not pursued recovering the goodwill and rates in these initial ones. There are opportunities in Idaho possibly for future acquisitions. There’s – it’s not technically fair value legislation, which I think is what you’re referring to. But we’ll watch that carefully. I think, as we look at other States and we’re now looking all the way toward basically our footprint that we’re looking at now has grown from the West. It started off in the Pacific Northwest or the West. We are now looking in expanding our business development team West of the Mississippi, so we’ve expanded the territory there. But we very much be interested in the States with a fair value legislation, especially when you start looking at the municipal side of the equation. So each one will be a specific view on that, but right now we have not taken advantage of that at least in the State of Idaho at this juncture.

So Idaho is the one of the three with fair value legislation currently?

We have fair value legislation, but there is opportunities through the rate process to [indiscernible] file that. And…

Okay.

…since this was our first entry into the Idaho market, we really didn’t want to frankly, just come out and be doing that. So if we do other ones, we’ll evaluate that on a standalone basis as we go.

Okay, thank you. And on the renewable natural gas front, last one for me. I mean, it sounds like – is this – and you commented on a ruling. So if you have more RNG projects that can also go in rate base, is that what the ruling determined?

Well, right now what the Commission approved was really thrilled with, because it’s really showing the Commission is thinking forward and agreeing to our plan to decarbonize the product. So this would likely be purchases of RNG. So I’m not sure I’d be using the word rate base at this juncture, along that $4.5 million burns is a nice start. It’s not a lot either. We also have a bill in the Oregon legislature right now that we believe would be very good for our customers that would allow additional purchases of RNG, those could be rate base. But that will all come down to the regulatory process in terms of what’s best for the customers, whether we should be purchasing them from somebody or whether we should be owning the assets. So each one of those will be project dependent. We would obviously love the only asset if it made sense. But I think our bigger strategic play here is to get as much RNG on the system, including power to gas, which is hydrogen as we possibly can in order to be carbonized our product.

Okay, great. Thank you for all that detail. Have a good rest of the day.

Thanks, Tate.

This concludes our question-and-answer session. I would like to turn the conference back over to David Anderson for any closing remarks.

Well, Nicole, thank you, and everybody, thank you on a Friday morning for joining us. As you go through the materials, I’m sure you’ll have additional questions and reach out to Nikki. She’ll be here all day and next week to answer your questions. Nicole, I think, that’s it. We’ll wrap it up. Everybody, have a great weekend.

Thank you. The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.