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Common Stock And Preferred Stock
 3 Months Ended
Mar. 31, 2013
Common Stock And Preferred Stock

NOTE 3 – COMMON STOCK AND PREFERRED STOCK

Common Stock

The Company’s common stock trades on the New York Stock Exchange under the symbol, “UTL.”

The Company had 13,812,763, 10,989,389 and 13,780,601 shares of common stock outstanding at March 31, 2013, March 31, 2012 and December 31, 2012, 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 quarter of 2013, the Company sold 10,922 shares of its common stock, at an average price of $27.01 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) plans resulting in net proceeds of approximately $295,000. 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 to receive awards under the Stock Plan, including awards of restricted shares (Restricted Shares), or of restricted stock units (Restricted Stock Units). 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.

The maximum number of shares available for awards to participants under the Stock Plan is 677,500. The maximum number of shares 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.

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.

On February 4, 2013, 21,240 Restricted Shares were issued in conjunction with the Stock Plan with an aggregate market value at the date of issuance of $564,134. There were 53,480 and 57,638 non-vested shares under the Stock Plan as of March 31, 2013 and 2012, respectively. The weighted average grant date fair value of these shares was $25.99 and $24.68, respectively. The compensation expense associated with the issuance of shares under the Stock Plan is being recognized over the vesting period and was $0.4 million and $0.3 million for the three months ended March 31, 2013 and 2012, respectively. At March 31, 2013, there was approximately $1.0 million of total unrecognized compensation cost under the Stock Plan which is expected to be recognized over approximately 3.0 years. There were no forfeitures or cancellations under the Stock Plan during the three months ended March 31, 2013.

There were no Restricted Stock Units issued under the Stock Plan during the three months ended March 31, 2013. Included in Other Noncurrent Liabilities on the Company’s Consolidated Balance Sheets as of March 31, 2013, March 31, 2012 and December 31, 2012 is less than $0.1 million, zero and less than $0.1 million, respectively, representing the fair value of liabilities associated with the portion of fully vested Restricted Stock Units that will be settled in cash.

Preferred Stock

Details on preferred stock at March 31, 2013, March 31, 2012 and December 31, 2012 are shown below:

(Amounts in Millions)

 

     March 31,      December 31,  
     2013      2012      2012  

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         —     

8.00% Series, $100 Par Value

      —           1.0         —     
  

 

 

     

 

 

     

 

 

  

Total Preferred Stock

    $ 0.2       $ 2.0       $ 0.2   
  

 

 

     

 

 

     

 

 

  

There were 2,250 shares of Unitil Energy’s 6.00% Series Preferred Stock outstanding at March 31, 2013, March 31, 2012 and December 31, 2012.

There were 7,861 shares of Fitchburg’s 5.125% Series Preferred Stock and 9,696 shares of Fitchburg’s 8.00% Series Preferred Stock outstanding at March 31, 2012. On December 1, 2012, Fitchburg redeemed and retired the two outstanding issues of its Redeemable, Cumulative Preferred Stock. The 8.00% Series was redeemed at par (aggregate par value of $965,400). The 5.125% Series was redeemed at par plus a premium of 1.28% (aggregate value of $792,313). Fitchburg used operating cash to effect this transaction.

There was less than $0.1 million of total dividends declared on Preferred Stock in each of the three month periods ended March 31, 2013 and March 31, 2012, respectively.