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 1934
Date of Report (Date of earliest event reported): April 15, 2010
UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
| New Hampshire | 1-8858 | 02-0381573 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 6 Liberty Lane West, Hampton, New Hampshire | 03842-1720 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (603) 772-0775
N/A
(Former name or former address, if changed since last report)
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:
| ¨ | 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)) |
| Item 7.01 | Regulation FD Disclosure |
At 10:30 a.m. on April 15, 2010, Unitil Corporation (the “Company”) will hold its Annual Meeting of Shareholders at its offices in Hampton, NH. Following the formal business of the meeting, the Company’s Chairman and Chief Executive Officer, Robert G. Schoenberger, plans to make a presentation to the Company’s shareholders. That presentation is attached as Exhibit 99.1 and will be available in the investor relations section of the Company’s website (www.unitil.com) subsequent to the meeting.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number |
Exhibit | |
| 99.1 | Unitil Corporation’s presentation to shareholders at its Annual Meeting of Shareholders on April 15, 2010. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| UNITIL CORPORATION | ||
| By: | /s/ MARK H. COLLIN | |
| Mark H. Collin Senior Vice President, Chief Financial Officer and Treasurer | ||
| Date: | April 15, 2010 | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Unitil Corporation’s presentation to shareholders at its Annual Meeting of Shareholders on April 15, 2010. | |
 Annual
Annual
Meeting
Meeting
April 15, 2010
April 15, 2010
of Shareholders
of Shareholders
Exhibit 99.1 |
 1
2010 Annual Meeting of Shareholders
This
presentation
contains
“forward-looking
statements”
made
pursuant
to
the
safe
harbor
provisions
of
the
Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include statements regarding Unitil Corporation’s financial
condition, results of operations, capital expenditures, business strategy, regulatory strategy,
market opportunities, and other plans and objectives. In some cases,
forward-looking statements can be identified by
terminology
such
as
“may,”
“will,”
“should,”
“expects,”
“plans,”
“anticipates,”
“believes,”
“estimates,”
“predicts,”
“potential”
or “continue”, the negative of such terms, or other comparable
terminology. These forward-looking statements are neither promises nor
guarantees, but involve risks and uncertainties that could cause the actual
results to differ materially from those set forth in the forward-looking statements. Those
risks and uncertainties include: the Company’s ability to retain existing
customers and gain new customers; variations in weather and major storms;
recovery of deferred major storm costs; recovery of energy commodity
costs;
changes
in
the
regulatory
environment;
customers’
preferences
on
energy
sources;
interest
rate
fluctuation
and credit market concerns; general economic conditions; fluctuations in supply,
demand, transmission capacity and
prices
for
energy
commodities;
increased
competition;
customers’
performance
under
multi-year
energy
brokering contracts; and other risks detailed in the Company’s filings with
the Securities and Exchange Commission, including those appearing under the
caption Risk Factors in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2009. Readers should not place undue
reliance on any forwarding looking statements, which speak only as of the date
they are made. The Company undertakes no obligation to update any
forward-looking statements to reflect any change in the Company’s
expectations or in events, conditions, or circumstances on which any such statements
may be based, or that may affect the likelihood that actual results will differ
from those set forth in the forward- looking statements.
Robert G. Schoenberger
Chairman, President & Chief Executive Officer
Presentation by
Presentation by |
 2
2010 Annual Meeting of Shareholders
2012
2012
2010
2010
Realizing the Earnings Power of Our Assets
Near-Term Value Creation |
 3
2010 Annual Meeting of Shareholders
Mergers and acquisitions
Gas distribution expansion
Usource
Regulatory
Customer
Growth
Key Strategies
Communication
Customer service
Emergency preparedness
Rate cases
Reporting and compliance
Relationships
Strategy Overview
Strategy Overview |
 4
2010 Annual Meeting of Shareholders
90% of EPS from
regulated operations
171,000 Customers
171,000 Customers
UES
Northern
Usource
FGE
Granite
State
Value Proposition
6% dividend yield
Significant asset and
earnings growth
potential
50% gas / 50% electric |
 5
2010 Annual Meeting of Shareholders
Regulatory Agenda |
 6
2010 Annual Meeting of Shareholders
UES (12 mos.)
Jan-10
Jan-11
Jan-12
Jan-10
Jan-11
Jan-12
FGE (6-9 mos.)
Granite State (6 mos.)
Northern (9 mos.)
Rate Case Schedule
Rate Case Schedule
All Distribution Utilities
All Distribution Utilities
Will Have Rates Reset
Will Have Rates Reset
Over Next 18 Months
Over Next 18 Months
Rate Case Overview |
 7
2010 Annual Meeting of Shareholders
Growth Strategy |
 8
2010 Annual Meeting of Shareholders
Prudently Pursue Additional Acquisitions in New England
Prudently Pursue Additional Acquisitions in New England
Acquisition Strategy
Northern acquisition (Dec ’08)
Increased customer base
50%
Doubled sales margins
Purchased at below book
value
Achieved significant
synergies |
 9
2010 Annual Meeting of Shareholders
New England Gas Penetration
40% versus 80-90% Nationally
Competitive price
advantage (~25-30%)
Plentiful Supply
Gas Distribution Expansion
Clean energy
Significant rate base
growth opportunities |
 10
2010 Annual Meeting of Shareholders
Current Operations
New 2010 Markets
$0.16 earnings per
share in 2009
Greater than
90% customer
retention rate
$4.3 million in 2009
revenue
Non-Regulated Energy Brokering
Non-Regulated Energy Brokering
Zero counterparty
risk |
 11
2010 Annual Meeting of Shareholders
Customer Service |
 12
2010 Annual Meeting of Shareholders
February 2010 Wind Storm
Second Worst Natural Disaster in NH History
Second Worst Natural Disaster in NH History
63,000 customers out (85% of NH
customers)
Over 250 crews responded from
eight states
Over
1,000
individuals
participated
during the event to restore power
3.5 day restoration time |
 13
2010 Annual Meeting of Shareholders
Community Appreciation
“Unitil really stepped up to
the challenge”
“Your regular updates…
kept us informed and
kept information flowing
to the public”
“This time, the effort was,
simply, superb”
“This response should
be…the model for the
way it is done”
-
NH Governor Lynch
-
Exeter, NH Police Chief
-
Canterbury, NH Fire Captain
-
NH Public Radio |
 14
2010 Annual Meeting of Shareholders
Highlights
Stable natural gas and electric transmission and distribution
business model
Bridging the gap between actual and authorized ROE
Low cost and reliable utility operations
Historic dividend stability and commitment
Diverse gas and electric utility asset base, customer and
revenue mix
Significant rate base growth opportunities
Significantly improved customer service and corporate image
|
 15
2010 Annual Meeting of Shareholders
Appendix |
 16
2010 Annual Meeting of Shareholders
2010 –
2011 Earnings Overview
2010 will be an important transition year as we implement our regulatory agenda
to realize the full earnings potential of our growing utility asset base over
the next 18 months
Near-term
earnings
pressure
will
persist
until
rates
are
reset
across
Unitil’s
electric
and
gas
utilities
In 2010, electric and gas sales are projected to be flat to declining due to the
slow pace of economic recovery and energy conservation
Increased regulatory reporting and compliance requirements will put cost pressures
on earnings until new rates are set
Regulatory plan will drive earnings growth by end of 2011 well above trend as
rates are reset for utility subsidiaries. Other key earnings drivers include:
Improving economy is projected to reverse trend of declining electric and gas
sales Expanding gas sales due to competitive position and environmental
benefits of natural gas Increasing Usource market penetration
2011
2010 |
 17
2010 Annual Meeting of Shareholders
Strong historical commitment to investment in utility assets
Northern acquisition in December 2008 significantly increased net plant and
capital expenditures
Growth in rate base largely driving need for base distribution rate increases
across all utility subsidiaries
Growth in Rate Base
Net Plant
Capital Expenditures
$249
$423
$450
$484
$514
$0
$100
$200
$300
$400
$500
$600
2007
2008
2009
2010E
2011E
$33
$28
$59
$64
$60
$0
$15
$30
$45
$60
$75
2007
2008
2009
2010E
2011E |
 18
2010 Annual Meeting of Shareholders
(1)
Pro forma to include recent equity contributions from Unitil Corporation.
2009 Actual ROE calculated by dividing 2009 Net Income by December 2009 Common Equity
(2)
Excludes
effect
of
non-recurring
pre-tax
purchased
gas
refund
of
$4.9
million
(3)
Not meaningful due to length of time since last rate case
Utilities will have distribution rates reset and effective by end of 2011
Rate Case Timeline
3 mos.
9 mos.
(Temporary Rates)
(Permanent Rates)
6-9 mos.
6-9 mos.
6 mos.
9 mos.
Under Assessment
Expected Rate Case Schedule
(2)
(3)
(3)
2010
2011
Company
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Northern (Maine)
N/M
3.6%
7.7%
$53.9
$74.9
$6.9
Granite
N/M
6.5%
Northern (New Hampshire)
9.67%
FGE (Electric)
10.25%
FGE (Gas)
10.00%
Last
Authorized
ROE
2009
Actual
ROE
(1)
UES
9.67%
5.2%
12/09
Common
Equity
(1)
$63.5 |
 19
2010 Annual Meeting of Shareholders
Current quarterly dividend is $0.345 (annual dividend is $1.38 per share)
Current dividend yield of approximately 6%
Since incorporation in 1984, Unitil has continuously paid quarterly dividends
and has never reduced its dividend rate
Historic Dividend Stability and Commitment
$0.310
$0.320
$0.330
$0.340
$0.350
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
0.0%
2.0%
4.0%
6.0%
8.0%
Quarterly
Dividend
Average
Annualized
Dividend
Yield |