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): May 13, 2016
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 |
Unitil Corporation’s (the “Company”) Chairman, Chief Executive Officer and President, Robert G. Schoenberger, plans to make a presentation to the attendees of the American Gas Association’s Financial Forum (the “Forum”), to be held in Naples, Florida on May 15 – 17, 2016.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).
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number |
Exhibit | |
| 99.1 | Unitil Corporation’s presentation to attendees at the American Gas Association Financial Forum. | |
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: May 13, 2016
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Unitil Corporation’s presentation to attendees at the American Gas Association Financial Forum. | |
 American
Gas Association
Financial Forum –
May 2016 Robert G. Schoenberger Chairman, Chief Executive Officer and President Exhibit 99.1 |
 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, 2015. 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 |
 Our
mission is to provide energy for life—safely, reliably, cost-
effectively and responsibly—to a growing number of customers
with a high-performing workforce
3 |
 Unitil • Natural gas and electric utility operations in Maine, New Hampshire and Massachusetts • Serving approximately 182,000 gas and electric customers 4 Saco, ME |
 We
estimate there is more than half a billion dollars of new construction in
our service areas Portland, Maine
• Best Places to Live 2014 (Money Magazine) • Largest US city north of Boston • $400 million in combined private/public investment in the last three years Portsmouth / Dover, New Hampshire • New Hampshire’s fastest growing area • Top 100 Places to Live (CNN/Money Magazine) 5 Unemployment is well below the national average in the states we serve U.S. MA NH ME 5.0% 4.4% 2.6% 3.4% Portland, ME |
 Accomplishments • Operations performance • 48% reduction in outages since 2010 • Utility rate base growth • 7% compound annual growth rate • Constructive regulation • Rate relief has provided ~55% increase to sales margin since 2010 Net Income Earnings Per Share ($ in millions) 6 $18.1 $21.6 $24.7 $26.3 2012 2013 2014 2015 $1.43 $1.57 $1.79 $1.89 2012 2013 2014 2015 |
 Market
Outperformance 5-Year Total Return
7 UTL 100% S&P 500 81% S&P Utilities 69% UTL outperformed 31% -20% 0% 20% 40% 60% 80% 100% 120% UTL S&P Utilities S&P 500 |
 Dividend Increases • Unitil has continuously paid quarterly dividends and has never reduced its dividend rate Dividends Per Share 8 |
 Robust
Capital Spending •
Capital spending annual growth rate of 15% since 2012
• Total capital budget of $98 million in 2016 ($ in millions) 9 Capital Spending |
 Rate
Base Growth •
Rate base growth driven by gas distribution expansion,
infrastructure replacement, and electric reliability
investments Gas Rate Base & Income ($ in millions) 10 Gas & Electric Rate Base ($ in millions) 7% CAGR ~4x Growth $484 $521 $553 $586 $0 $150 $300 $450 $600 $750 2012 2013 2014 2015 $179 $357 $0 $5 $10 $15 $20 $25 $0 $100 $200 $300 $400 $500 2008 2015 $4 $15 Rate Base Gas Segment Income |
 2-3% CAGR Gas Growth • Penetration rate less than 60% - room for growth Historical Weather Normalized Sales* 11 Average Customer Count 4-6% CAGR (therms, in millions) * Excludes decoupled sales 163 170 179 186 2012 2013 2014 2015 72,200 74,100 76,100 77,500 2012 2013 2014 2015 |
 New
Gas Service Areas •
Targeted Area Buildout
• Saco, ME pilot • Potential new market of 1,000 customers; $1mm annual revenue • Evaluating new opportunities in other cities and towns • System expansion projects • Extending existing mains into adjacent areas attractive for years of growth 12 Target Areas |
 New Hampshire Maine Massachusetts ~6 miles annually in 2016 and 2017 ~50 miles scheduled 2016 - 2024 ~3 miles scheduled annually Project completion expected end of 2017 Project completion expected end of 2024 20 year project Gas Infrastructure Replacement • Currently 81% of gas infrastructure system has been replaced with modern plastic pipe or protected steel 13 |
 Electric Growth Investment
• Construction of two major electric substations to provide increased capacity and enhanced reliability • Grid modernization – regulatory initiatives supporting new investment in distribution system Grid Modernization Substation Projects 14 |
 • Fitchburg Gas & Electric (Massachusetts) awarded $3.7 million in rate relief effective May 1, 2016 • Unitil Energy (New Hampshire) filed $6.3 million rate case in April 2016 Constructive Regulation Return on Equity Achieved ~$65 million (~55% increase to sales margin) in rate relief since 2010 15 8.0% 8.2% 9.2% 9.5% 0.0% 3.0% 6.0% 9.0% 12.0% 15.0% 2012 2013 2014 2015 |
 • Regulated local distribution utility business model • Diversified natural gas and electric sales • Growing operations and customer base – Regulated rate base growth – Robust natural gas system expansion – Constructive rate plans and capital recovery mechanisms • Dividend strength • Experienced management team Key Investment Highlights 16 |