Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Note 5: Equity

The Company has common stock outstanding and one of our subsidiaries has preferred stock outstanding.

Common Stock

The Company’s common stock trades on the New York Stock Exchange under the symbol “UTL”. The Company had 16,116,724 and 16,043,355 shares of common stock outstanding at December 31, 2023 and December 31, 2022, respectively. The Company has 25,000,000 shares of common stock authorized as of December 31, 2023 and December 31, 2022.

Unitil Corporation Common Stock Offering—On August 6, 2021, the Company issued and sold 800,000 shares of its common stock at a price of $50.80 per share in a registered public offering (Offering). The Company’s net increase to Common Equity and Cash proceeds from the Offering was approximately $38.6 million. The proceeds were used to make equity capital contributions to the Company’s regulated utility subsidiaries, to repay debt and for other general corporate purposes.

As part of the Offering, the Company granted the underwriters a 30-day option to purchase additional shares. The underwriters exercised the option and purchased an additional 120,000 shares of the Company’s common stock on September 8, 2021. The Company’s net increase to Common Equity and Cash proceeds from the exercise of the option was approximately $5.9 million. The proceeds were used to make equity capital contributions to the Company’s regulated utility subsidiaries, to repay debt and for other general corporate purposes.

Dividend Reinvestment and Stock Purchase Plan—During 2023, the Company sold 21,321 shares of its common stock, at an average price of $51.58 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) plans resulting in net proceeds of $1.1 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 2022 and 2021, the Company raised $1.0 million and $1.0 million, respectively, through the issuance of 18,853 and 22,316 shares, respectively, of its common stock in connection with its DRP and 401(k) plans.

Common 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 May 1, 2014, the Company may periodically repurchase shares of its common stock on the open market related to the stock portion of the Directors’ annual retainer. Until December 1, 2018, the Company also periodically repurchased shares of its common stock on the open market related to Employee Length of Service Awards. (See Part II, Item 5, for additional information). During 2023, 2022 and 2021, the Company repurchased 14,680, 9,449 and 8,012 shares of its common stock, respectively, pursuant to the Rule 10b5-1 trading plan. The expense recognized by the Company for these repurchases was $0.6 million, $0.4 million, and $0.4 million in 2023, 2022 and 2021, respectively.

During 2023, 2022 and 2021, the Company did not cancel or retire any of its common stock.

Stock-Based Compensation Plans—Unitil maintains a stock-based compensation 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 grant date.

Stock Plan—The Company maintains the Unitil Corporation Second 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: (i) awards of restricted shares that vest based on time (Time Restricted Shares); (ii) awards of restricted shares that vest based on performance (Performance Restricted Shares), effective January 24, 2023; or (iii) awards 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 certain changes 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.

Time Restricted Shares

Outstanding awards of Time Restricted Shares fully vest over a period of four years at a rate of 25% each year. During the vesting period, dividends on Time Restricted Shares underlying the award may be credited to a participant’s account. The Company may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any taxes required by federal, state, or local law or regulation to be withheld with respect to any taxable event arising in connection with an award.

Prior to the end of the vesting period, the Time Restricted Shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant’s death, disability or retirement.

Time Restricted Shares issued for 2021 – 2023 in conjunction with the Stock Plan are presented in the following table:

Issuance Date	Shares	Aggregate Market Value (millions)
1/26/21	23,140	$0.9
1/25/22	36,770	$1.7
1/24/23	18,770	$1.0

There were 36,483 and 45,473 non-vested Time Restricted Shares under the Stock Plan as of December 31, 2023 and 2022, respectively. The weighted average grant date fair value of these shares was $46.94 per share and $46.45 per share, respectively. The compensation expense associated with the issuance of Time Restricted Shares under the Stock Plan is being recorded over the vesting period and was $1.4 million, $2.1 million and $1.4 million in 2023, 2022 and 2021, respectively. At December 31, 2023, there was approximately $0.7 million of total unrecognized compensation cost for Time Restricted Shares under the Stock Plan which is expected to be recognized over approximately 2.2 years. During 2023, there were zero Time Restricted Shares forfeited or cancelled under the Stock Plan. On January 30, 2024, there were 22,680 Time Restricted Shares issued under the Stock Plan with an aggregate market value of $1.1 million.

Performance Restricted Shares

Outstanding awards of Performance Restricted Shares vest after a performance period of three years based on the attainment of certain goals set by the Compensation Committee at the beginning of the performance period. If goals are met, awards of Performance Restricted Shares may vest fully; if goals are exceeded, awards of Performance Restricted Shares may vest fully and additional shares of common stock may be awarded; if goals are not met, a portion of the Performance Restricted Shares may vest and/or all or a portion of the Performance Restricted Shares may be forfeited. During the performance period, dividends on Performance Restricted Shares underlying the award may be credited to a participant’s account. The Company may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any taxes required by federal, state, or local law or regulation to be withheld with respect to any taxable event arising in connection with an award.

Prior to the end of the performance period, the Performance Restricted Shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant’s death, disability or retirement.

Initial awards of Performance Restricted Shares were granted January 24, 2023. No Performance Restricted Shares were awarded in 2022 or 2021. On January 24, 2023, there were 18,770 Performance Restricted Shares issued under the Stock Plan with an aggregate market value of $1.0 million.

Issuance Date	Shares	Aggregate Market Value (millions)
1/24/23	18,770	$1.0

There were 18,770 non-vested Performance Restricted Shares under the Stock Plan as of December 31, 2023. The weighted average grant date fair value of these shares was $51.83 per share. The compensation expense associated with the issuance of Performance Restricted Shares under the Stock Plan is being recognized over the vesting period and was $0.5 million in 2023. At December 31, 2023, there was approximately $0.9 million of total unrecognized compensation cost for Performance Restricted Shares under the Stock Plan which is expected to be recognized over approximately 2.0 years. During 2023, there were zero Performance Restricted Shares forfeited or cancelled under the Stock Plan. On January 30, 2024, there were 22,680 Performance Restricted Shares issued under the Stock Plan with an aggregate market value of $1.1 million.

Restricted Stock Units

Restricted Stock Units, which are issued to members of the Company’s Board of Directors, 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.

The equity portion of Restricted Stock Units activity during 2023 and 2022 in conjunction with the Stock Plan are presented in the following table:

Restricted Stock Units (Equity Portion)
	2023					2022
	Units			Weighted Average Stock Price		Units			Weighted Average Stock Price
Beginning Restricted Stock Units		43,799		$	40.17		49,182		$	41.67
Restricted Stock Units Granted		2,646		$	42.31		3,595		$	46.72
Dividend Equivalents Earned		1,442		$	50.53		1,258		$	53.20
Restricted Stock Units Settled		(14,512	)	$	35.69		(10,236	)	$	51.28
Ending Restricted Stock Units		33,375		$	42.73		43,799		$	40.17

Other Noncurrent Liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022 include $0.8 million and $1.0 million, respectively, representing the fair value of liabilities associated with the portion of fully vested RSUs that will be settled in cash.

Preferred Stock

There were $0.2 million, or 1,727 shares, of Unitil Energy’s 6.00% Series Preferred Stock outstanding as of December 31, 2023. There were $0.2 million, or 1,861 shares, of Unitil Energy’s 6.00% Series Preferred Stock outstanding as of December 31, 2022. There were less than $0.1 million of total dividends declared on Preferred Stock in each of the twelve month periods ended December 31, 2023 and December 31, 2022, respectively.

Earnings Per Share

The following table reconciles basic and diluted earnings per share (EPS).

(Millions except shares and per share data)	2023		2022		2021
Earnings Available to Common Shareholders	$	45.2	$	41.4	$	36.1
Weighted Average Common Shares Outstanding—Basic (000’s)		16,045		15,991		15,373
Plus: Diluted Effect of Incremental Shares (000’s)		8		5		3
Weighted Average Common Shares Outstanding—Diluted (000’s)		16,053		15,996		15,376
Earnings per Share—Basic and Diluted	$	2.82	$	2.59	$	2.35

The following table shows the number of weighted average non-vested restricted shares that were not included in the above computation of EPS because the effect would have been antidilutive.

	2023		2022		2021
Weighted Average Non-Vested Restricted Shares Not Included in EPS Computation		12,204		12,086		23,636