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Equity
 12 Months Ended
Dec. 31, 2011
Equity [Abstract]  
Equity

Note 2: Equity

 

The Company has common stock and certain of our subsidiaries have preferred stock outstanding. Details regarding these forms of capitalization follow:

 

Common Stock

 

The Company's common stock trades under the symbol, "UTL." On April 21, 2011, the Company's shareholders approved an increase in the authorized shares of the Company's common stock. Shareholders approved an amendment to the Company's Articles of Incorporation to increase the authorized number of shares of the Company's common stock, from 16,000,000 shares to 25,000,000 shares in the aggregate. The Company had 10,954,065, and 10,890,262 of common shares outstanding at December 31, 2011 and December 31, 2010, respectively.

 

Dividend Reinvestment and Stock Purchase Plan—During 2011, the Company sold 39,473 shares of its common stock, at an average price of $24.97 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) plans resulting in net proceeds of $1.0 million. The DRP provides participants in the plan a method for investing cash dividends on the Company's common stock and cash payments in additional shares of the Company's common stock. During 2010 and 2009, the Company raised $0.9 million and $0.9 million, respectively, of additional common equity through the issuance of 41,455 and 43,615 shares, respectively, of its common stock in connection with its DRP and 401(k) plans.

 

Shares Repurchased, Cancelled and Retired—Pursuant to the written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), adopted by the Company on March 24, 2011, the Company may periodically repurchase shares of its Common Stock on the open market related to Employee Length of Service Awards and the stock portion of the Directors' annual retainer. (See Part II, Item 5 for additional information). During 2011, 2010 and 2009, the Company repurchased 8,765, 3,225 and 3,619 shares of its common stock, respectively, pursuant to the Rule 10b5-1 trading plan. The expense recognized by the Company for these repurchases was $0.2 million, $0.1 million and $0.1 million in 2011, 2010 and 2009, respectively.

 

During 2011, 2010 and 2009, the Company did not cancel or retire any of its common stock.

 

Stock-Based Compensation Plans—Unitil maintains a stock plan. The Company accounts for its stock-based compensation plan in accordance with the provisions of the FASB Codification and measures compensation costs at fair value at the date of grant. Details of the plan are as follows:

 

Stock Plan—The Company maintains the Amended and Restated Unitil Corporation 2003 Stock Plan (the Stock Plan). Participants in the Stock Plan are selected by the Compensation Committee of the Board of Directors from the eligible Participants to receive an annual award of restricted shares of Company common stock. The Compensation Committee has the power to determine the sizes of awards; determine the terms and conditions of awards in a manner consistent with the Stock Plan; construe and interpret the Stock Plan and any agreement or instrument entered into under the Stock Plan as they apply to participants; establish, amend, or waive rules and regulations for the Stock Plan's administration as they apply to participants; and, subject to the provisions of the Stock Plan, amend the terms and conditions of any outstanding award to the extent such terms and conditions are within the discretion of the Compensation Committee as provided for in the Stock Plan. Awards of restricted shares fully vest over a period of four years at a rate of 25% each year.

 

During the vesting period, dividends on restricted shares underlying the award may be credited to the participant's account. Awards may be grossed up to offset the participant's tax obligations in connection with the award. Prior to the end of the vesting period, the restricted shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant's death. The maximum number of shares of restricted stock available for awards to participants under the Stock Plan is 177,500. The maximum aggregate number of shares of restricted stock that may be awarded in any one calendar year to any one participant is 20,000. In the event of any change in capitalization of the Company, the Compensation Committee is authorized to make proportionate adjustments to prevent dilution or enlargement of rights, including, without limitation, an adjustment in the maximum number and kinds of shares available for awards and in the annual award limit.

 

Restricted shares issued for 2009 – 2011 in conjunction with the Stock Plan are presented in the following table:

Issuance Date

   

Shares

   

Aggregate
Market Value (millions)

2/17/09

    32,260    $0.7

2/5/10

    12,520    $0.3

2/9/11

    24,330    $0.6

 

The compensation expense associated with the issuance of shares under the Stock Plan is being recorded over the vesting period and was $0.7 million, $0.5 million and $0.7 million in 2011, 2010 and 2009, respectively. There were 33,731 and 29,521 non-vested shares under the Stock Plan as of December 31, 2011 and 2010, respectively. The weighted average grant date fair value of these shares was $21.93 per share and $21.77 per share, respectively. At December 31, 2011, there was approximately $0.9 million of total unrecognized compensation cost under the Stock Plan which is expected to be recognized over approximately 2.4 years. There were no forfeitures or cancellations under the Stock Plan during 2011.

 

The Stock Plan also includes restricted stock units as a type of award that the Company may grant to the Company's employees, Directors or consultants. There were no restricted stock units issued under the Stock Plan during 2011.

 

Unitil Corporation 1998 Stock Option Plan—The "Unitil Corporation 1998 Stock Option Plan" became effective on December 11, 1998 and was terminated by the Board of Directors on January 16, 2003. There was no compensation expense associated with this plan in 2011, 2010 and 2009. The plan has remained in effect solely for the purposes of the continued administration of any options outstanding under the plan. No further grants of options have been made under this plan since it was terminated by the Board of Directors in 2003. As of December 31, 2011, 2010 and 2009, there was no aggregate intrinsic value of the options exercisable. As of December 31, 2011, all options under this plan have expired.

     2011      2010      2009  
     Number
of
Shares		     Average
Exercise
Price		      Number
of
Shares		     Average
Exercise
Price		      Number
of
Shares		     Average
Exercise
Price		  

Beginning Options Outstanding

      33,000      $ 25.88         63,500      $ 28.90         97,200      $ 27.16   

Options Granted

      —        —         —        —         —        —   

Options Exercised

      —        —         —        —         —        —   

Options Forfeited / Expired

      (33,000 )    $ 25.88         (30,500 )    $ 32.17         (33,700 )    $ 23.88   
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Ending Options Outstanding

      —      $ —         33,000      $ 25.88         63,500      $ 28.90   
  

 

 

    

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Options Vested and Exercisable- end of year

      —      $ —         33,000      $ 25.88         63,500      $ 28.90   

 

Preferred Stock

 

Two of Unitil's distribution companies, Unitil Energy and Fitchburg, have an aggregate of $2.0 million of preferred stock outstanding. At December 31, 2011, Unitil Energy has $0.2 million of 6.00% Series Non-Redeemable, Non-Cumulative Preferred Stock series outstanding and Fitchburg has two series of Redeemable, Cumulative Preferred Stock outstanding, $0.8 million of 5.125% Series and $1.0 million of 8.00% Series.

 

Fitchburg is required to offer to redeem annually a given number of shares of each series of Redeemable, Cumulative Preferred Stock and to purchase such shares that shall have been tendered by holders of the respective stock. In addition, Fitchburg may opt to redeem the Redeemable, Cumulative Preferred Stock at a given redemption price, plus accrued dividends.

 

The aggregate purchases of Redeemable, Cumulative Preferred Stock during 2011, 2010 and 2009 related to the annual redemption offer were $8,600, $25,000 and $26,000, respectively. The aggregate amount of sinking fund requirements of the Redeemable, Cumulative Preferred Stock for each of the five years following 2011 is $117,000 per year.

 

Earnings Per Share

 

The following table reconciles basic and diluted earnings per share.

(Millions except shares and per share data)

    2011      2010      2009  

Earnings Available to Common Shareholders

    $ 16.3       $ 9.5       $ 9.9   
  

 

 

     

 

 

     

 

 

  

Weighted Average Common Shares Outstanding—Basic (000's)

      10,880         10,823         9,647   

Plus: Diluted Effect of Incremental Shares (000's)

      3         1         —   

Weighted Average Common Shares Outstanding—Diluted (000's)

      10,883         10,824         9,647   
  

 

 

     

 

 

     

 

 

  

Earnings per Share—Basic and Diluted

    $ 1.50       $ 0.88       $ 1.03   
  

 

 

     

 

 

     

 

 

  

 

Weighted average options to purchase 33,000 and 63,500 shares of common stock were outstanding during 2010 and 2009, respectively, but were not included in the computation of Weighted Average Common Shares Outstanding for purposes of computing diluted earnings per share, because the effect would have been antidilutive. Additionally, 1,642, 6,164 and 28,963 weighted average non-vested restricted shares for 2011, 2010 and 2009, respectively, were not included in the above computation because the effect would have been antidilutive.