XML 37 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Common Stock And Preferred Stock
 9 Months Ended
Sep. 30, 2012
Common Stock And Preferred Stock

NOTE 3 – COMMON STOCK AND PREFERRED STOCK

Common Stock

The Company’s common stock trades under the symbol “UTL”.

The Company had 13,769,376, 10,944,675 and 10,954,065 of common shares outstanding at September 30, 2012, September 30, 2011 and December 31, 2011, respectively.

Unitil Corporation Common Stock Offering – On May 16, 2012, the Company issued and sold 2,760,000 shares of its common stock at a price of $25.25 per share in a registered public offering (Offering). The Company’s net increase to Common Equity and Cash proceeds from the Offering were approximately $65.7 million and were used to make equity capital contributions to the Company’s regulated utility subsidiaries, repay short-term debt and for general corporate purposes.

Dividend Reinvestment and Stock Purchase Plan – During the first nine months of 2012, the Company sold 30,490 shares of its common stock, at an average price of $26.70 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) Plan resulting in net proceeds of approximately $814,200. 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.

Stock Plan – The Company maintains the Unitil Corporation Amended and Restated 2003 Stock Plan (the Stock Plan). Participants in the Stock Plan are selected by the Compensation Committee of the Board of Directors from the Company’s, its subsidiaries’ and its affiliates’ employees, directors and consultants to receive an award of shares of Company common stock, including restricted shares (RS), or of restricted stock units (RSU). The Compensation Committee has the authority 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. On April 19, 2012, the Company’s shareholders approved an amendment to the Stock Plan to, among other things, increase the maximum number of shares of common stock available for awards to plan participants.

Outstanding 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 a 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 677,500. The maximum aggregate number of shares or restricted stock units 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 an equitable adjustment to the number and kind of shares of common stock that may be delivered under the Stock Plan and, in addition, may authorize and make an equitable adjustment to the Stock Plan’s annual individual award limit.

On February 3, 2012, 25,600 restricted shares were issued in conjunction with the Stock Plan with an aggregate market value at the date of issuance of $720,896. There were 53,942 and 52,362 non-vested shares under the Stock Plan as of September 30, 2012 and 2011, respectively. The weighted average grant date fair value of these shares was $24.67 and $22.21, respectively. The compensation expense associated with the issuance of shares under the Stock Plan is being recognized over the vesting period and was $1.1 million and $0.5 million for the nine months ended September 30, 2012 and 2011, respectively. At September 30, 2012, there was approximately $0.8 million of total unrecognized compensation cost under the Stock Plan which is expected to be recognized over approximately 2.6 years. There were 779 restricted shares forfeited and there were no cancellations under the Stock Plan during the nine months ended September 30, 2012.

There were no RSUs issued under the Stock Plan during the nine months ended September 30, 2012. On October 1, 2012, there were 5,470 fully-vested RSUs issued to members of the Company’s Board of Directors. These restricted stock units will earn dividend equivalents and will generally be settled by payment to each Director as soon as practicable following the Director’s separation from service to the Company. The restricted stock units will be paid such that the Director will receive (i) 70% of the shares of the Company’s common stock underlying the restricted stock units and (ii) cash in an amount equal to the fair market value of 30% of the shares of the Company’s common stock underlying the restricted stock units.

Preferred Stock

Details on preferred stock at September 30, 2012, September 30, 2011 and December 31, 2011 are shown below:

 

     September 30,      December 31,  
     2012      2011      2011  

Preferred Stock

         

Unitil Energy Preferred Stock, Non-Redeemable, Non-Cumulative:

         

6.00% Series, $100 Par Value,

    $ 0.2       $ 0.2       $ 0.2   

Fitchburg Preferred Stock, Redeemable, Cumulative:

         

5.125% Series, $100 Par Value

      0.8         0.8         0.8   

8.00% Series, $100 Par Value

      1.0         1.0         1.0   
  

 

 

     

 

 

     

 

 

  

Total Preferred Stock

    $ 2.0       $ 2.0       $ 2.0   
  

 

 

     

 

 

     

 

 

  

 

Shares Outstanding

    September 30,      December 31,  
     2012      2011      2011  

Preferred Stock

         

Unitil Energy Preferred Stock, Non-Redeemable, Non-Cumulative:

         

6.00% Series, $100 Par Value,

      2,250         2,250         2,250   

Fitchburg Preferred Stock, Redeemable, Cumulative:

         

5.125% Series, $100 Par Value

      7,823         7,861         7,861   

8.00% Series, $100 Par Value

      9,654         9,696         9,696   

There were $0.1 million and $0.1 million of total dividends declared on Preferred Stock in the nine months ended September 30, 2012 and September 30, 2011, respectively.