FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1998 Commission File Number 1-8858 Unitil Corporation (Exact name of registrant as specified in its charter) New Hampshire 02-0381573 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6 Liberty Lane West, Hampton, New Hampshire 03842 (Address of principal executive office) (Zip Code) (603) 772-0775 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 1, 1998 Common Stock, No par value 4,503,420 Shares UNITIL CORPORATION AND SUBSIDIARY COMPANIES INDEX Part I. Financial Information Page No. Consolidated Statements of Earnings - Three and Six Months Ended June 30, 1998 and 1997 3 Consolidated Balance Sheets, June 30, 1998, June 30, 1997 and December 31, 1997 4-5 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1998 and 1997 6 Notes to Consolidated Financial Statements 7-8 Management's Discussion and Analysis of Results of Operations and Financial Condition 9-12 Exhibit 11 - Computation of Earnings per Average Common Share Outstanding 13 Part II. Other Information 14 PART 1. FINANCIAL INFORMATION UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF EARNINGS (000's except common shares and per share data) (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 Operating Revenues: Electric $38,200 $36,899 $75,859 $74,958 Gas 3,335 3,702 9,661 10,968 Other 7 13 15 21 Total Operating Revenues 41,542 40,614 85,535 85,947 Operating Expenses: Fuel and Purchased Power 25,645 24,644 50,787 50,116 Gas Purchased for Resale 2,044 2,228 5,639 6,594 Operating and Maintenance 6,124 5,901 11,754 11,548 Depreciation 2,571 2,223 4,901 4,526 Provisions for Taxes: Local Property and Other 1,430 1,353 2,837 2,724 Federal and State Income 519 834 1,889 2,392 Total Operating Expenses 38,333 37,183 77,807 77,900 Operating Income 3,209 3,431 7,728 8,047 Non-Operating Expense (Income) 27 11 71 17 Income Before Interest Expense 3,182 3,420 7,657 8,030 Interest Expense, Net 1,704 1,765 3,557 3,460 Net Income 1,478 1,655 4,100 4,570 Less Dividends on Preferred Stock 69 69 138 138 Net Income Applicable to Common Stock $1,409 $1,586 $3,962 $4,432 Average Common Shares Outstanding 4,496,758 4,404,558 4,487,546 4,397,062 Basic Earnings Per Share $0.31 $0.36 $0.88 $1.01 Diluted Earnings Per Share $0.30 $0.35 $0.86 $0.98 Dividends Declared Per Share of Common Stock (Note 1) $0.34 $0.335 $1.02 $1.005 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (000'S) (UNAUDITED) (AUDITED) June 30, December 31, 1998 1997 1997 ASSETS: Utility Plant: Electric $170,583 $161,688 $166,636 Gas 30,942 29,135 30,473 Common 20,003 19,220 19,689 Construction Work in Progress 3,570 2,902 2,677 Total Utility Plant 225,098 212,945 219,475 Less: Accumulated Depreciation 71,345 66,827 68,360 Net Utility Plant 153,753 146,118 151,115 Other Property & Investments 42 42 42 Current Assets: Cash 3,415 2,752 2,337 Accounts Receivable - Less Allowance for Doubtful Accounts of $682, $721 and $653 15,363 15,694 16,890 Materials and Supplies 2,695 2,278 2,663 Prepayments 648 703 434 Accrued Revenue 4,257 6,172 6,796 Total Current Assets 26,378 27,599 29,120 Deferred Assets: Debt Issuance Costs 886 800 918 Cost of Abandoned Properties 23,054 24,676 23,885 Prepaid Pension Costs 8,363 7,731 8,120 Other Deferred Assets 25,526 24,365 24,777 Total Deferred Assets 57,829 57,572 57,700 TOTAL $238,002 $231,331 $237,977 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Cont.) (000's) UNAUDITED) (AUDITED) June 30, December 31, 1998 1997 1997 CAPITALIZATION AND LIABILITIES: Capitalization: Common Stock Equity $71,881 $68,756 $71,644 Preferred Stock, Non-Redeemable, Non-Cumulative 225 225 225 Preferred Stock, Redeemable, Cumulative 3,618 3,666 3,666 Long-Term Debt, Less Current Portion 60,729 65,400 63,896 Total Capitalization 136,453 138,047 139,431 Capitalized Leases, Less Current Portion 4,418 4,492 4,733 Current Liabilities: Long-Term Debt, Current Portion 4,539 4,273 4,470 Capitalized Leases, Current Portion 1,054 923 883 Accounts Payable 15,713 16,091 14,734 Short-Term Debt 18,000 9,625 18,000 Dividends Declared and Payable 1,752 1,673 212 Refundable Customer Deposits 1,556 2,474 2,187 Taxes (Refundable) Payable (73) (132) (554) Interest Payable 1,030 1,086 1,087 Other Current Liabilities 3,132 2,566 2,635 Total Current Liabilities 46,703 38,579 43,654 Deferred Liabilities: Investment Tax Credits 1,248 1,522 1,437 Other Deferred Liabilities 8,470 8,128 7,864 Total Deferred Liabilities 9,718 9,650 9,301 Deferred Income Taxes 40,710 40,563 40,858 TOTAL $238,002 $231,331 $237,977 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (000'S) (UNAUDITED) Six Months Ended June 30, 1998 1997 Net Cash Flow from Operating Activities: Net Income $4,100 $4,570 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 4,901 4,526 Deferred Taxes (33) 187 Amortization of Investment Tax Credit (190) (87) Provision of Doubtful Accounts 363 416 Amortization of Debt Issuance Costs 32 28 Changes in Assets and Liabilities: (Increase) Decrease in: Accounts Receivable 1,164 273 Materials and Supplies (32) 201 Prepayments and Prepaid Pension (457) (605) Accrued Revenue 2,539 2,687 Increase (Decrease) in: Accounts Payable 979 987 Refundable Customer Deposits (631) 889 Taxes and Interest Accrued 424 (383) Other, Net (308) (911) Net Cash Provided by Operating Activities 12,851 12,778 Net Cash Flows from Investing Activities: Acquisition of Property, Plant and Equip. (6,213) (5,863) Net Cash Used in Investing Activities (6,213) (5,863) Cash Flows from Financing Activities: Net Decrease in Short-Term Debt -- (11,775) Proceeds from Long-Term Debt -- 7,500 Repayments of Long-Term Debt (3,098) (39) Dividends Paid (3,176) (3,066) Issuance of Common Stock 905 573 Retirement of Preferred Stock (47) -- Repayment of Capital Lease Obligations (144) (259) Net Cash Flows from Financing Activities (5,560) (7,066) Net Increase (Decrease) in Cash 1,078 (151) Cash at Beginning of Year 2,337 2,903 Cash at June 30, $3,415 $2,752 Supplemental Cash Flow Information: Cash Paid for: Interest Paid $3,650 $3,800 Federal Income Taxes Paid $1,290 $1,960 Non-Cash Financing Activities: Capital Leases Incurred $365 -- (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1. Dividends Declared Per Share: Three regular quarterly common stock dividends were declared during the six month periods ended June 30, 1998 and 1997. Common Stock Dividend: On June 18, 1998, the Company's Board of Directors declared its regular quarterly dividend on the Company's Common Stock of $0.34 per share which was payable on August 14, 1998 to shareholders of record as of July 31, 1998. On March 5, 1998, the Company's Board of Directors declared its regular quarterly dividend on the Company's Common Stock of $0.34 per share which was payable on May 15, 1998 to shareholders of record as of May 1, 1998. On January 20, 1998, the Company's Board of Directors approved a 1.5% increase to the dividend rate on its common stock. The new regular dividend rate of $0.34 per share was payable February 13, 1998 to shareholders of record as of January 30, 1998. Note 2. Common Stock: During the second quarter of 1998, the Company sold 12,123 shares of Common Stock, at an average price of $21.83 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan, 401(k) plan and Key Employee Stock Option Plan. Net proceeds of $264,614 were used to reduce short-term borrowings. Note 3. Preferred Stock: Details on preferred stock at June 30, 1998, June 30, 1997 and December 31, 1997 are shown below: (Amounts in Thousands) June 30, December 31, 1998 1997 1997 Preferred Stock: Non-Redeemable, Non-Cumulative, 6%, $100 Par Value $225 $225 $225 Redeemable, Cumulative, $100 Par Value: 8.70% Series 215 215 215 5% Dividend Series 91 91 91 6% Dividend Series 168 168 168 8.75% Dividend Series 344 344 344 8.25% Dividend Series 395 406 406 5.125% Dividend Series 998 1,035 1,035 8% Dividend Series 1,407 1,407 1,407 Total Redeemable Preferred Stock 3,618 3,666 3,666 Total Preferred Stock $3,843 $3,891 $3,891 Note 4. Long-term Debt: Details on long-term debt at June 30, 1998, June 30, 1997 and December 31, 1997 are shown below: (Amounts in Thousands) June 30, December 31, 1998 1997 1997 Concord Electric Company: First Mortgage Bonds: Series C, 6 3/4%, due January 15, 1998 -- $1,520 $1,520 Series H, 9.43%, due September 1, 2003 5,200 5,850 5,200 Series I, 8.49%, due October 14, 2024 6,000 6,000 6,000 Exeter & Hampton Electric Company: First Mortgage Bonds: Series E, 6 3/4%, due January 15, 1998 -- 498 498 Series H, 8.50%, due December 15, 2002 700 805 700 Series J, 9.43%, due September 1, 2003 4,000 4,500 4,000 Series K, 8.49%, due October 14, 2024 9,000 9,000 9,000 Fitchburg Gas and Electric Light Company: Promissory Notes: 8.55% Notes due March 31, 2004 14,000 15,000 15,000 6.75% Notes due November 30, 2023 19,000 19,000 19,000 Unitil Realty Corp. Senior Secured Notes: 8.00% Notes Due August 1, 2017 7,368 7,500 7,448 Total 65,268 69,673 68,366 Less: Installments due within one year 4,539 4,273 4,470 Total Long-term Debt $60,729 $65,400 $63,896 Note 5. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated financial position as of June 30, 1998 and 1997; and results of operations for the three and six months ended June 30, 1998 and 1997; and consolidated statements of cash flows for the six months ended June 30, 1998 and 1997. Reclassifications of amounts are made periodically to previously issued financial statements to conform with the current year presentation. The results of operations for the six months ended June 30, 1998 and 1997 are not necessarily indicative of the results to be expected for the full year. UNITIL CORPORATION AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION EARNINGS The Company earned $0.31 per average common share (basic) for the second quarter of 1998, a decrease of $0.05 compared to the $0.36 earned for the second quarter of 1997. On a year-to-date basis, basic earnings per average common share were $0.88 for the six months ended June 30, 1998, a decrease of $0.13 compared to the $1.01 earned in the first half of 1997. Earnings decreased approximately $0.08 per share, as a result of lower energy sales during the mild weather in the first six months of 1998. The remainder of the decrease in earnings for the six-month period is primarily attributable to the impact of the restructuring of the electric utility industry in Massachusetts. Total Operating Revenues were $41.5 million in the second quarter of 1998, compared to $40.6 million a year earlier, and $85.5 million in the first six months of 1998, compared to $85.9 million in the first six months of 1997. Despite the mild weather over the first six months of 1998, total electric kilowatt-hour (kWh) sales increased over the same periods last year, by 2.0% for the three months ended June 30, and 1.3% for the six months ended June 30 (See table on the next page). This increase in electric energy sales reflects strong system growth and a robust regional economy. KWh Sales to our Commercial and Industrial customers were up 4.7% and 2.9%, respectively, over the second quarter of last year. Unitil's local distribution operating companies experienced extremely warm winter temperatures in their service territories this year, the warmest in over 100 years since such data has been kept. Gas firm therm sales, which are at their high point of the sales cycle during the winter months, were down 6.2% through the end of the second quarter of 1998 compared to the same six month period last year. Gas Revenues were 11.9% lower through the first six months of 1998, compared to 1997, because of the lower sales volumes and cost of gas sold. Electric utility industry restructuring in Massachusetts became effective on March 1, 1998, ("Choice Date"). On that date Fitchburg Gas and Electric Light Company, (FG&E), Unitil's Massachusetts subsidiary, implemented open retail access and all of FG&E's customers gained the right to choose their electricity supplier. FG&E will continue to deliver electricity to all of its customers within its distribution system, which remains a regulated business. FG&E is Unitil's largest subsidiary. On Choice Date, FG&E's customers received a 10% rate discount under a statewide legislated mandate. Fitchburg is also required to divest its electric generating assets and power contracts. The second quarter of 1998 marks the first full quarterly reporting period in which FG&E has been operating under the restructuring rules in Massachusetts. The decreases in earnings in the second quarter and year-to-date caused by Massachusetts restructuring are primarily due to the 10% rate discount implemented on Choice Date. Since Choice Date, FG&E has been authorized to earn a lower return on its generation-related investments. The increase in Operation and Maintenance expenses compared to last year reflects higher administrative costs associated with filing and implementation of FG&E's restructuring plan and energy supply portfolio divestiture efforts. Depreciation and Amortization expense is higher in the current periods due to the accelerated write-off, in 1998, of electric generating assets in accordance with FG&E's restructuring plan. These additional expenses related to industry restructuring in Massachusetts are partially offset by revenues accrued to be recovered, in the future, upon divestiture of the energy supply portfolio or through other rate making cost reconciliation mechanisms including retail access charges. Higher Operating Expenses are further offset currently by lower income taxes, due to lower taxable income and higher amortization of flow through Investment Tax Credits in 1998. Basic earnings per average common share for the twelve months ended June 30, 1998 and 1997, were $1.68 and $1.88, respectively. Energy Sales (000's) Three Months Ended Six Months Ended KWH Sales 6/30/98 6/30/97 Change 6/30/98 6/60/97 Change Residential 120,693 122,045 (1.1%) 271,823 273,308 (0.5%) Commercial 97,996 93,627 4.7% 199,972 195,115 2.5% Industrial 141,785 137,829 2.9% 280,666 274,066 2.4% Total KWH Sales 360,474 353,501 2.0% 752,461 742,489 1.3% Total Electric Revenues $38,200 $36,899 3.5% $75,859 $74,958 1.2% Firm Therm Sales Residential 2,497 3,040 (17.9%) 7,989 8,806 (9.3%) Commercial 931 912 2.1% 3,196 3,409 (6.2%) Insustrial 1,267 1,222 3.7% 3,286 3,214 2.2% Total Firm Therm Sales 4,695 5,174 (9.3%) 14,471 15,429 (6.2%) Total Gas Revenues $3,335 $3,702 (9.9%) $9,661 $10,968 (11.9%) RESTRUCTURING AND COMPETITION - ELECTRIC UTILITY INDUSTRY Regulatory activity in both New Hampshire and Massachusetts continues to focus on deregulating the retail sale of electric energy. March 1, 1998 was the "Retail Access Date" or the beginning of competition in Massachusetts, while New Hampshire's "Choice Date" slipped past the proposed January 1, 1998, and did not make the legislature's mandated July 1, 1998. Both states' restructuring efforts have focused on allowing customers to choose their supplier of electricity from the competitive market, and have their local utility deliver that electricity over its distribution systems at regulated rates for the distribution service. Massachusetts On December 31, 1997, FG&E filed its restructuring plan (the "Plan") with the Massachusetts Department of Telecommunications and Energy (MDTE) as required by the Massachusetts restructuring law enacted in November, 1997. The Plan provides customers with: a) choice of energy supplier; b) an optional transition energy service provided by FG&E at regulated rates for up to seven years; and c) a 10% price decrease. In the Plan, FG&E has proposed to divest of owned and leased generation units and its portfolio of purchased power contracts by year end 1998. Also under the Plan, to the extent that the divestiture fails to recoup the full cost of electric supply resources, the Company will be afforded full recovery of any shortfall through non-bypassable retail access charges. The MDTE conditionally approved the Plan for effect on March 1, 1998. Several days of evidentiary hearings were held followed by rounds of legal briefs. The Company expects to receive final approval of the Plan by the MDTE in September, 1998. When the Company receives a Final Order from the MDTE on its Plan, the Company will be able to determine, in sufficient detail, the impact of such order on the generation portion of its business that will no longer be regulated and on the distribution portion of its business that will remain regulated. As a result, the Company may be required to stop applying the provisions of Statement of Financial Accounting Standards 71, "Accounting for the Effects of Certain Types of Regulation," to a portion of its business. Upon receiving the Final Order, the Company will review the measurement and recording of Regulatory Assets and Liabilities arising from the Final Order. Based upon settlements already reached between other electric utilities and the MDTE in Massachusetts, the Company believes it will recover its generation investments and the above market portion of its power contract commitments through regulated cash flows to be realized from the distribution portion of FG&E's business. New Hampshire On February 28, 1997, the New Hampshire Public Utilities Commission (NHPUC) issued its Final Plan for transition to a competitive electric market in New Hampshire. The order allowed Concord Electric Company (CECo) and Exeter & Hampton Electric Company (E&H), Unitil's New Hampshire based retail distribution utilities, to recover 100% of costs which will be "stranded" due to this restructuring, but the NHPUC also took certain positions undermining the legal basis for such recovery in the future. Northeast Utilities' affiliate, Public Service Company of New Hampshire, appealed the decision in Federal Court, which issued a temporary restraining order. In June 1997, Unitil was admitted as a Plaintiff Intervenor in this proceeding. The Judge has indicated that this case will go to trial in November of 1998. On March 20, 1998, the NHPUC issued Order No. 22,875 affirming in part and modifying in part its February 29, 1997 Final Plan. The March 20 NHPUC order required CECo, E&H and all other New Hampshire electric utilities except the Public Service Company of New Hampshire to submit a compliance filing by May 1, 1998. CECo and E&H submitted a response to the NHPUC's March 20 order on May 1 which included: a) unbundled delivery service rates; b) plans to implement the NHPUC affiliate rules when promulgated, mitigate stranded costs, implement low-income customer policies, meet the energy needs of special contract customers and implement data transfers electronically with suppliers; c) proposed tariffs for delivery services; and d) proposed terms and conditions for interfacing with competitive suppliers. The NHPUC has taken no action on the Company's submittal, and Competition has been delayed beyond the original legislative timetable of July 1, 1998. Unitil continues to participate actively in all proceedings and in several NHPUC-established working groups which will define the details of the transition to competition and customer choice. The Company also continues to work towards a comprehensive settlement of all restructuring issues for Unitil and is hopeful that such a settlement can be reached in the near future. Unitil Resources, Inc., the Company's competitive market subsidiary, will continue to participate in the New Hampshire Retail Competition Pilot Program (Pilot Program), in which up to 3% of New Hampshire electric customers are allowed to choose from competing electric suppliers, and have this supply delivered across the local utility system. This program began in May 1996, and will terminate on Choice Date. OTHER REGULATORY MATTERS On May 15, 1998, FG&E filed a base rate case with the MDTE seeking an increase of $1.55 million or nine percent in annual revenues from firm gas customers. This is the first requested base rate increase in 14 years. The Company has requested an 11.25 percent return on common equity and is seeking to modernize its rate structures for commercial and industrial accounts. The Company is also unbundling its rates into delivery and supplier charges to prepare for customer choice of gas supplier which is now expected to be initiated on April 1, 1999. To provide time for a thorough investigation including several days of evidentiary hearings, the filing was routinely suspended by the MDTE and new rates will become effective on December 1, 1998. The Company is also participating in a statewide Collaborative that, in concert with MDTE efforts, will resolve issues and establish rules for providing customers with choice of gas supplier. After choice date, FG&E will continue to own and operate its natural gas distribution system and deliver gas to its customers at regulated rates for distribution services. MILLSTONE UNIT NO. 3 Unitil's Massachusetts operating subsidiary, Fitchburg Gas and Electric Light Company, has a 0.217% nonoperating ownership in the Millstone Unit No. 3 (Millstone 3) nuclear generating unit which supplies it with 2.49 megawatts (MW) of electric capacity. In January 1996 the Nuclear Regulatory Commission (NRC) placed Millstone 3 on its watch list as a Category 2 facility, which calls for increased NRC inspection attention. In March 1996, the NRC requested additional information about the operation of the unit from Northeast Utilities companies (NU), which operate the unit. As a result of an engineering evaluation completed by NU, Millstone 3 was taken out of service on March 30, 1996. The NRC later informed NU, in a letter dated June 28, 1996, that it had reclassified Millstone 3 as a Category 3 facility. The NRC assigns this rating to plants which it deems to have significant weaknesses that warrant maintaining the plant in shutdown condition until the operator demonstrates that adequate programs have been established and implemented to ensure substantial improvement in the operation of the plant. The NRC's letter also informed NU that this designation would require the NRC staff to obtain NRC approval by vote prior to a restart of the unit. On June 15, 1998 the NRC redesignated Millstone 3 as a Category 2 facility and allowed the NRC's Executive Director for Operations to determine when Millstone 3 was ready for restart. Authorization for restart was given on June 29, 1998. Millstone 3 began producing electric power in early July, 1998 and reached full output on July 15, 1998. As a Category 2 facility, the unit remains on the NRC's Watch List. On August 11, 1998, NU announced that Millstone 3 would be shut down for an estimated 7 to 10 days to repair a leaking motor-operated valve located in the auxiliary feedwater system. While the leakage rate on this valve, located on the non-radioactive side of the plant, is within permitted rates, NU has decided to make the repair at this time rather than to wait until a time when the repair may be more critical. Millstone 2 remains out of service with a Category 3 designation. NU has determined that Millstone 1 will be retired and, therefore, has been removed from the NRC's Watch List. The Company has no ownership or contract interests in Millstone Units 1 and 2. During the period that Millstone 3 was out of service, FG&E continued to incur its proportionate share of the unit's ongoing Operations and Maintenance (O&M) costs, and may incur additional O&M costs and capital expenditures to meet NRC requirements. FG&E also incurred costs to replace the power that was expected to be generated by the unit. During the outage, FG&E had been incurring approximately $35,000 per month in replacement power costs, and had been recovering those costs through its fuel adjustment clause, which will be subject to review and approval by the MDTE. In August 1997, FG&E, in concert with other nonoperating joint owners, filed a demand for arbitration in Connecticut and a lawsuit in Massachusetts, in an effort to recover costs associated with the extended unplanned shutdown and the associated costs. The arbitration and legal cases are proceeding. CAPITAL REQUIREMENTS Capital expenditures for the six months ended June 30, 1998 were approximately $6.2 million. This compares to $5.9 million during the same period last year. Capital expenditures for the year 1998 are estimated to be approximately $16.3 million as compared to $15.4 million for 1997. This projection reflects capital expenditures for utility system expansions, replacements and other improvements. LEGAL PROCEEDINGS The Company is involved in legal and administrative proceedings and claims of various types which arise in the ordinary course of business. In the opinion of the Company's management, based upon information furnished by counsel and others, the ultimate resolution of these claims will not have a material impact on the Company's financial position. FORWARD-LOOKING INFORMATION This report contains forward-looking statements which are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause the actual results to differ materially from those projected in these forward-looking statements include, but are not limited to; variations in weather, changes in the regulatory environment, customers' preferences on energy sources, general economic conditions, increased competition and other uncertainties, all of which are difficult to predict, and many of which are beyond the control of the Company. COMPUTATION OF EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING (UNAUDITED) (Amounts in thousands, except Shares and Per Share Data) Three Months Ended Six Months Ended June 30, June 30, BASIC EARNINGS PER SHARE 1998 1997 1998 1997 Net Income $1,478 $1,655 $4,100 $4,570 Less: Dividend Requirement on Preferred Stock 69 69 138 138 Net Income Applicable to Common Stock $1,409 $1,586 $3,962 $4,432 Average Number of Common Shares Outstanding 4,496,758 4,404,558 4,487,546 4,397,062 Basic Earnings per Common Share $0.31 $0.36 $0.88 $1.01 DILUTED EARNINGS PER SHARE Net Income $1,478 $1,655 $4,100 $4,570 Less: Dividend Requirement on Preferred Stock 69 69 138 138 Net Income Applicable to Common Stock $1,409 $1,586 $3,962 $4,432 Average Number of Common Share Outstanding 4,605,770 4,515,653 4,599,252 4,507,918 Diluted Earnings Per Common Share $0.30 $0.35 $0.86 $0.98 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description of Exhibit Reference 11 Computation in Support Filed herewith of Earnings per Share (b) Reports on Form 8-K During the quarter ended June 30, 1998, the Company did not file any reports on Form 8-K. 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 thereunto duly authorized. UNITIL CORPORATION (Registrant) Date: August 14, 1998 /s/Anthony Baratta Anthony Baratta Chief Financial Officer Date: August 14, 1998 /s/Mark H. Collin Mark H. Collin Treasurer