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 22, 2015
UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
| New Hampshire | 1-8858 | 02-0381573 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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 11:30 a.m. on April 22, 2015, 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 22, 2015. | |
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 22, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Unitil Corporation’s presentation to shareholders at its Annual Meeting of Shareholders on April 22, 2015. | |
 Annual Meeting of Shareholders
Presentation by
Robert G. Schoenberger
Chairman, Chief Executive Officer & President
Exhibit 99.1
April 22, 2015 |
 1
Safe Harbor Provision
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 (“Unitil”) 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: Unitil’s regulatory
environment (including regulations relating to climate change, greenhouse gas
emissions and other environmental matters); fluctuations in the supply of,
demand for, and the prices of energy commodities and transmission capacity
and Unitil’s ability to recover energy commodity costs in its rates;
customers’ preferred energy sources; severe storms and Unitil’s
ability to recover storm costs in its rates; general economic conditions;
variations in weather; long-term global climate change; Unitil’s
ability to retain its existing customers and attract new customers; Unitil’s
energy brokering customers’
performance and energy used under multi-year energy brokering
contracts; increased competition; integrity and security of operational and
information systems; publicity and reputational risks; and other risks
detailed in Unitil's filings with the Securities and Exchange
Commission,
including
those
appearing
under
the
caption
"Risk
Factors"
in
Unitil's
Annual Report on Form 10-K for the year ended December 31, 2014.
Readers should not place undue reliance on any forward looking statements, which
speak only as of the date they are made. Unitil undertakes no
obligation to update any forward- looking statements to reflect any
change in Unitil’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. |
 2
Unitil Corporation
Unitil Corporation is a
Public Utility Holding
Company with utility
operations in Maine,
New Hampshire and
Massachusetts
serving 180,000 gas
and electric customers |
 Generating Financial Results
3
Earnings Per Share
12% CAGR
Earnings per share has grown at a 12% annual rate since 2012
$1.43
$1.57
$1.79
2012
2013
2014 |
 Market
Outperformance 4
Unitil 5-year total return of 106% versus 105% for S&P 500 and 87% for
S&P Utility -20%
0%
20%
40%
60%
80%
100%
120%
Unitil
S&P 500
S&P Utility Index
140%
5-Year Total Return |
 Worldwide Electricity Prices
5
Electricity prices in the USA remain very competitive compared to worldwide
electricity prices 2014 prices in US $/kWh
Source: IEA
Worldwide Electricity Prices
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50 |
 Worldwide Natural Gas Prices
6
LNG/natural gas prices in the USA are well below worldwide LNG/natural gas
prices April 2015 LNG prices in US $/MMBtu
Source: FERC.gov |
 Approximately 100+ years of domestic natural gas supply
U.S. Shale Plays
Domestic Natural Resources
7
The United States ranks first in oil and gas production worldwide
|
 U.S.
Electricity Prices 8
December 2014 prices in US cents/kWh
Source: EIA |
 Gas
Growth Potential 9
Only 60% penetration on existing
distribution system means more room
to grow
Expansion into adjacent service areas
provides new opportunities for growth
each year
Convenient, clean, efficient and low
cost natural gas is attracting more and
more commercial and industrial high
volume users
The increasing demand for natural
gas in our service areas provides
favorable conditions for growth |
 1 Poland New Service Area
2 Wells Extension
3 Lewiston Extension
10
New Service Areas
1
2
3
4
5
Gas Expansion Opportunities Provide Years of Above Industry Average Customer
Growth 4 Brentwood New Service Area
5 Dover Extension
6 Hampton Extension
6 |
 Weather-normalized gas unit sales have grown at a 5% annual rate since
2012 Gas Sales Growth
11
(therms, in millions)
*Excludes decoupled gas sales
0
60
120
180
240
300
2012
2013
2014
Weather-Normalized Gas Sales* |
 Gas
Customer Growth 12
The total number of gas customers served grew 3% in 2014 -
triple the New
England peer group average growth
1%
3%
0%
1%
2%
3%
4%
5%
New England Peer Average
Unitil
Gas Customer Additions |
 0
4
8
12
16
20
2012
2013
2014
2015 F
2016 F
2017 F
ME
NH
MA
Infrastructure Replacement
13
•
Modern
gas
infrastructure
–
Approximately
70%
of
gas
mains
are
contemporary
materials -
polyethylene plastic and protected steel
•
Replacing
~14
miles
of
remaining
older
leak
prone
mains
annually
across
all
three
states to
achieve continuous improvement and modernization of our entire natural gas delivery
system Cast Iron / Bare Steel Miles Replaced |
 Substation Projects
14
Construction of two major electric distribution
substations in New Hampshire began in 2014
Provides capacity to meet forecasted load growth
in New Hampshire
Enhances reliability and addresses capacity
constraints at existing substations
Kingston Project:
Kingston, NH (Seacoast Region)
Construction began 2014; in service 2016
Total cost of ~$12 million
Broken Ground Project:
Concord, NH (Capital Region)
Construction to begin 2015; in service 2017
Total cost of ~$11 million |
 Gas rate base growing at an annual rate of 10%
Electric rate base growing at an annual rate of 4%
Utility Rate Base Growth
15
($ in millions)
($ in millions)
Gas Rate Base
Electric Rate Base
$257
$286
$313
$200
$208
$215
2012
2013
2014
2012
2013
2014 |
 Sales and customer growth combined with constructive rate case results and
cost trackers continue to drive increases in return on equity
Constructive Regulation
16
Return on Equity
Achieved ~$60 million (~50% increase to sales margin) in rate relief since
2010 8.0%
8.2%
9.2%
2012
2013
2014 |
 Usource
17
•
Manages over $500 million in electric
and gas energy contracts in 18
states
•
Serves over 1,200 customers
•
$5.7 million of revenue in 2014
•
$9.1 million forward book of revenue
as of December 31, 2014
•
Positioned for sustainable profit
growth
•
16% profit margin in 2014
Connecticut
Minnesota
Delaware
New Hampshire
Florida
New Jersey
Georgia
New York
Illinois
Ohio
Indiana
Oklahoma
Maine
Pennsylvania
Maryland
Rhode Island
Massachusetts
Texas
Gas & Electric
Gas
only
Competitive Energy Markets
Customers |
 18
Dividend Strength
Recently increased dividend in Q1 2015
Current quarterly dividend of $0.35 (annual dividend of
$1.40 per share)
Current dividend yield of ~4%
Since incorporation in 1984, Unitil has continuously paid
quarterly dividends and has never reduced its dividend
rate |
 19
Key Investment Highlights
Regulated local distribution utility
business model
Diversified natural gas and electric sales
Growing operations and customer base
Regulated rate base growth
Strong natural gas system expansion
Constructive rate plans and cost trackers
Dividend strength
Experienced management team |