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 September 30, 1996 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) entification 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 November 1, 1996 ----------------- -------------------------------- Common Stock, No par value 4,371,298 Shares UNITIL CORPORATION AND SUBSIDIARY COMPANIES INDEX Part I. Financial Information Page No. Consolidated Statements of Earnings - Three and Nine Months Ended September 30, 1996 and 1995 3 Consolidated Balance Sheets, September 30, 1996, September 30, 1995 and December 31, 1995 4-5 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7-8 Management's Discussion and Analysis of Results of Operations and Financial Condition 9-11 Exhibit 11 - Computation of Earnings per Average Common Share Outstanding 12 Part II. Other Information 13 PART 1. FINANCIAL INFORMATION UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Operating Revenues: Electric $39,101,212 $35,001,463 $112,148,628 $103,682,242 Gas 3,284,853 2,555,376 14,986,474 12,160,726 Other 7,500 247,090 37,927 673,760 ---------- ---------- ----------- ----------- Total Operating Revenues 42,393,565 37,803,929 127,173,029 116,516,728 Operating Expenses: Fuel and Purchased Power 26,686,015 23,357,969 75,663,636 69,607,589 Gas Purchased for Resale 2,394,395 1,715,648 9,549,829 7,300,969 Operating and Maintenance 6,025,177 5,642,261 18,233,160 16,759,414 Depreciation 1,723,618 1,588,587 5,024,333 4,707,329 Amort. of Cost of Abandoned Properties 542,262 416,288 1,446,977 1,233,876 Provisions for Taxes: Local Property and Other 1,249,066 1,138,261 3,822,024 3,489,152 Federal and State Income 678,077 683,629 3,311,296 2,913,382 ---------- ---------- ----------- ----------- Total Operating Expenses 39,298,610 34,542,643 117,051,255 106,011,711 ---------- ---------- ----------- ----------- Operating Income 3,094,955 3,261,286 10,121,774 10,505,017 Non-Operating (Income) Expense 8,175 37,506 (634,546) 210,070 --------- --------- ---------- ---------- Income Before Interest Expense 3,086,780 3,223,780 10,756,320 10,294,947 Interest Expense, Net 1,568,798 1,404,819 4,445,446 4,229,775 --------- --------- --------- --------- Net Income 1,517,982 1,818,961 6,310,874 6,065,172 Less Dividends on Preferred Stock 67,307 70,813 204,922 212,949 --------- --------- --------- ---------- Net Income Applicable to Common Stock $1,450,675 $1,748,148 $6,105,952 $5,852,223 Average Common Shares Outstanding 4,361,641 4,307,733 4,346,768 4,291,100 Earnings Per Share of Common Stock $0.33 $0.40 $1.40 $1.36 Dividends Declared per Share of Common Stock (Note 1) $0.33 $0.32 $1.32 $1.28 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 1996 1995 1995 ASSETS: Utility Plant: Electric $155,617,076 $146,164,526 $148,458,414 Gas 28,089,232 26,561,471 27,220,705 Common 7,787,699 7,319,241 8,494,093 Construction Work in Progress 12,500,635 4,800,757 6,003,991 ----------- ----------- ----------- Total Utility Plant 203,994,642 184,845,995 190,177,203 Less: Accumulated Depreciation 63,549,814 59,895,314 60,682,742 ----------- ----------- ----------- Net Utility Plant 140,444,828 124,950,681 129,494,461 Other Property & Investments 42,448 42,448 42,448 Current Assets: Cash 2,670,888 3,642,708 3,397,931 Accounts Receivable - Less Allowance for Doubtful Accounts of $676,843 $584,988 and $622,596 14,297,301 14,211,372 14,931,699 Materials and Supplies 2,671,346 2,570,264 2,275,865 Prepayments 614,399 510,332 435,106 Accrued Revenue 5,326,016 1,336,992 2,577,715 ---------- ---------- ---------- Total Current Assets 25,579,950 22,271,668 23,618,316 Deferred Assets: Debt Issuance Costs 842,819 899,408 885,258 Cost of Abandoned Properties 25,807,814 27,538,962 27,254,791 Prepaid Pension Costs 7,277,514 6,466,963 6,688,714 Other Deferred Assets 23,739,263 23,767,202 23,718,296 ---------- ---------- ---------- Total Deferred Assets 57,667,410 58,672,535 58,547,059 ----------- ----------- ----------- TOTAL $223,734,636 $205,937,332 $211,702,284 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 1996 1995 1995 CAPITALIZATION AND LIABILITIES: Capitalization: Common Stock Equity $65,330,456 $61,396,196 $63,894,789 Preferred Stock, Non-Redeemable, Non-Cumulative 225,000 225,000 225,000 Preferred Stock, Redeemable, Cumulative 3,665,900 3,773,900 3,773,900 Long-Term Debt, Less Current Portion 61,022,000 63,466,000 62,211,000 ----------- ----------- ----------- Total Capitalization 130,243,356 128,861,096 130,104,689 Capitalized Leases, Less Current Portion 3,221,226 3,243,496 3,732,947 Current Liabilities: Long-Term Debt, Current Portion 1,294,000 144,000 1,294,000 Short-Term Debt 11,600,000 -- 2,700,000 Accounts Payable 16,549,819 12,286,058 14,565,075 Dividends Declared and Payable 1,670,588 1,545,403 170,796 Refundable Customer Deposits 1,797,560 2,556,291 2,237,851 Taxes Accrued 226,748 662,483 216,596 Interest Accrued 1,497,470 1,453,500 1,425,876 Capitalized Leases, Current Portion 1,165,117 589,177 741,832 Accrued and Other Current Liabilities 3,378,991 2,314,465 2,202,096 ---------- ---------- ---------- Total Current Liabilities 39,180,293 21,551,377 25,554,122 Deferred Liabilities: Investment Tax Credits 1,655,906 1,854,408 1,803,821 Other Deferred Liabilities 8,707,323 9,555,830 9,763,878 ---------- ---------- ---------- Total Deferred Liabilities 10,363,229 11,410,238 11,567,699 Deferred Income Taxes 40,726,532 40,871,125 40,742,827 ----------- ----------- ----------- TOTAL $223,734,636 $205,937,332 $211,702,284 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 1996 1995 Net Cash Flow from Operating Activities: Net Income $6,310,874 $6,065,172 Adjustments to Reconcile Net Income to Net Cash Depreciation and Amortization 6,471,310 5,941,205 Deferred Taxes 382,361 (155,070) Amortization of Investment Tax Credit (147,915) (151,760) Provision of Doubtful Accounts 702,615 648,313 Amortization of Debt Issuance Costs 42,439 58,101 (Gain) Loss on Taking of Land and Building (875,000) 140,698 Changes in Assets and Liabilities: (Increase) Decrease in: Accounts Receivable (68,216) (1,577,999) Materials and Supplies (395,481) (480,285) Prepayments and Prepaid Pension (768,093) (766,880) Accrued Revenue (2,748,301) 955,305 Increase (Decrease) in: Accounts Payable 1,984,744 (204,983) Refundable Customer Deposits (440,291) 73,512 Taxes and Interest Accrued 81,746 1,084,749 Other, Net (247,368) 1,835,724 ---------- ---------- Net Cash Provided by Operating Activities 10,285,424 13,465,802 Net Cash Flows from Investing Activities: Acquisition of Property, Plant and Equip. (15,338,235) (9,589,262) Proceeds from Taking of Land & Building 875,000 2,000,000 ------------ ----------- Net Cash Used in Investing Activities (14,463,235) (7,589,262) Cash Flows from Financing Activities: Net (Decrease) in Short-Term Debt 8,900,000 -- Net (Decrease) in Long-Term Debt (1,189,000) (1,970,321) Dividends Paid (4,448,572) (4,314,805) Issuance of Common Stock 866,666 797,449 Retirement of Preferred Stock (108,000) (94,700) Repayment of Capital Lease Obligations (570,326) (461,578) --------- --------- Net Cash Flows from Financing Activities 3,450,768 (6,043,955) Net Increase (Decrease) in Cash (727,043) (167,415) Cash at Beginning of Year 3,397,931 3,810,123 --------- --------- Cash at September 30, $2,670,888 $3,642,708 Supplemental Cash Flow Information: Cash Paid for: Interest Paid $4,128,505 $4,573,329 Federal Income Taxes Paid $3,032,000 $2,455,000 Non-Cash Financing Activities: Capital Leases Incurred $481,889 $456,709 (The accompanying notes are an integral part of these statements.) UNITIL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1. Dividends: Four regular quarterly common stock dividends were declared during the nine month periods ended September 30, 1996 and 1995. On September 19, 1996, the Company's Board of Directors declared its regular quarterly dividend on the Company's Common Stock of $0.33 per share which is payable on November 15, 1996 to shareholders of record as of November 1, 1996. On June 20, 1996, the Company's Board of Directors declared its regular quarterly dividend on the Company's Common Stock of $0.33 per share which was payable on August 15, 1996 to shareholders of record as of August 1, 1996. On March 7, 1996, the Company's Board of Directors declared its regular quarterly dividend on the Company's Common Stock of $0.33 per share which was payable on May 15, 1996 to shareholders of record as of May 1, 1996. On January 16, 1996, the Company's Board of Directors approved a 3.1% increase to the dividend rate on its common stock. The new regular dividend rate is $0.33 per share and was payable February 15, 1996 to shareholders of record as of February 1, 1996. Note 2. Common Stock: During the third quarter of 1996, the Company sold 14,263 shares of Common Stock, at an average price of $21.25 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan and its 401(k) plans. Net proceeds of $303,103 were used to reduce short-term borrowings. Note 3. Preferred Stock: Details on preferred stock at September 30, 1996, September 30, 1995 and December 31, 1995 are shown below: September 30, December 31, 1996 1995 1995 Preferred Stock: Non-Redeemable, Non-Cumulative, 6%, $100 Par Value $225,000 $225,000 $225,000 Redeemable, Cumulative, $100 Par Value: 8.70% Series 215,000 215,000 215,000 5% Dividend Series 91,000 98,000 98,000 6% Dividend Series 168,000 168,000 168,000 8.75% Dividend Series 344,300 344,300 344,300 8.25% Dividend Series 406,000 406,000 406,000 5.125% Dividend Series 1,034,600 1,076,600 1,076,600 8% Dividend Series 1,407,000 1,466,000 1,466,000 --------- --------- --------- Total Redeemable Preferred Stock 3,665,900 3,773,900 3,773,900 --------- --------- --------- Total Preferred Stock $3,890,900 $3,998,900 $3,998,900 Note 4. Long-term Debt: Details on long-term debt at September 30, 1996, September 30, 1995 and December 31, 1995 are shown below: September 30, December 31, 1996 1995 1995 Concord Electric Company: First Mortgage Bonds: Series C, 6 3/4%, due January 15, 1998 $1,552,000 $1,584,000 $1,584,000 Series H, 9.43%, due September 1, 2003 5,850,000 6,500,000 6,500,000 Series I, 8.49%, due October 14, 2024 6,000,000 6,000,000 6,000,000 Exeter & Hampton Electric Company: First Mortgage Bonds: Series E, 6 3/4%, due January 15, 1998 504,000 511,000 511,000 Series H, 8.50%, due December 15, 2002 910,000 1,015,000 910,000 Series J, 9.43%, due September 1, 2003 4,500,000 5,000,000 5,000,000 Series K, 8.49%, due October 14, 2024 9,000,000 9,000,000 9,000,000 Fitchburg Gas and Electric Light Company: Promissory Notes: 8.55% Notes due March 31, 2004 15,000,000 15,000,000 15,000,000 6.75% Notes due November 30, 2023 19,000,000 19,000,000 19,000,000 ---------- ---------- ---------- Total 62,316,000 63,610,000 63,505,000 Less: Installments due within one year 1,294,000 144,000 1,294,000 ---------- ---------- ---------- Total Long-term Debt $61,022,000 $63,466,000 $62,211,000 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 September 30, 1996 and 1995; and results of operations for the three and nine months ended September 30, 1996 and 1995; and consolidated statements of cash flows for the nine months ended September 30, 1996 and 1995. Reclassifications of amounts are made periodically to previously issued financial statements to conform with the current year presentation. The results of operations for the nine months ended September 30, 1996 and 1995 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 Consolidated earnings for the third quarter of 1996 were $0.33 per average common share outstanding, compared to $0.40 per share for the same three-month period in 1995. This decrease of $0.07 per share primarily reflects increased expenses and taxes in support of the Company's operations and business development initiatives, an increase in electric production expenses and lower energy consulting income in the third quarter of 1996 compared to the same period in 1995. In addition, sales of electricity to residential and small commercial customers were dampened in the current quarter due to comparatively cool summer weather. Total electric KWH sales were up 9.7% to 401,118,336 KWH, from 365,533,151 KWH in the same three month period a year earlier. More than two thirds of this increase in electric energy sales reflects the addition of a major new customer early this year under a special competitive market pricing arrangement. This major customer recently curtailed its operations and has notified the Company that it will be making alterations and improvements to its facility. As a result, the Company now anticipates that energy sales to this customer will be significantly reduced in the fourth quarter of 1996. The remaining increase in electric energy sales in the third quarter is due to higher overall energy usage by Unitil's largest commercial and industrial customers. Electric KWH sales to this customer group (excluding sales to the major customer mentioned above) increased 6.4% to 134,175,160 KWH, from 126,101,215 KWH in the same period a year earlier. In contrast, sales of electricity to Unitil's residential and small commercial customers declined 1.4% during the quarter to 227,014,524 KWH, from 230,239,903 KWH, reflecting the impact that the comparatively mild summer weather this year had on the demand for electricity for cooling purposes. Total gas firm therm sales, which comprise 11% of the system's total revenues on an annual basis, increased 2.8% during the third quarter of 1996 to 1,989,674 therms from 1,935,210 therms in the year earlier period. Higher expenses during the third quarter reflect increases in utility operating costs, as the Company has begun operating in a more competitive retail energy marketplace. Higher property taxes and the absence of a nonrecurring income tax benefit realized by the Company in a prior period from a donation of land to an industrial economic development project also contributed to higher tax expenses in the current period. Earnings for the nine month period have benefited from two significant factors: (1) higher utility gas and electric energy sales, and (2) a payment from the state of New Hampshire in an eminent domain taking of the Company's former corporate headquarters for a highway expansion project. Earnings for the same nine-month period have been negatively impacted by a one-time charge to earnings for costs the Company estimates it will incur under the New Hampshire Retail Pilot Program, increased operating expenses and taxes and reduced consulting income. For the first nine months of 1996 total electric energy sales increased 10.6% to 1,171,404,174 KWH, from 1,058,740,558 KWH in the year earlier period. Approximately half of the increase in total electric sales through the first nine-months of 1996 reflects the addition of a major new customer early this year under a special competitive market pricing arrangement. As discussed above the Company anticipates that energy sales to this major customer will be significantly reduced in the fourth quarter of 1996. Sales of electricity to the company's largest industrial and commercial customers increased 8.4% to 387,241,613 KWH in the current nine-month period, from 357,121,800 KWH in the prior period. Residential KWH sales increased 3.2% to 397,111,328 KWH, compared to 384,866,512 KWH during the first nine months of 1995. KWH sales to commercial customers have increased a modest 0.2% in 1996, to 292,377,066 KWH from 291,781,417. Total gas firm therm sales, which benefited in the early part of the year from the colder weather, increased by 12.1% during the first nine months of 1996 to 18,285,883 therms from 16,315,507 therms in the year earlier period. Millstone Unit No. 3 Unitil's Massachusetts operating subsidiary, Fitchburg Gas and Electric Light Company (FG&E), has a 0.217% ownership in the Millstone Unit No. 3 nuclear generating unit which supplies it with 2.49 MW of electric capacity. In January 1996 the Nuclear Regulatory Commission (NRC) placed Millstone No. 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 (NU), the unit's managing owner. As a result of an engineering evaluation completed by NU, Millstone Unit No. 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 Station 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. The Company cannot predict when Millstone 3 will be allowed by the NRC to restart, but believes that the unit will remain shut down for a very protracted period. During the period that Millstone No. 3 is out of service, FG&E will continue 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 will also incur costs to replace the power that was expected to be generated by the unit. During the outage FG&E has been recovering approximately $35,000 per month in replacement power costs through its fuel adjustment clause, which is subject to periodic review by the Massachusetts Department of Public Utilities (MDPU). Competition and Restructuring In both New Hampshire and Massachusetts, the pace of restructuring the electric utility industry to allow retail customers to choose there electricity supplier continues to quicken, as new legislation and regulations are targeting January 1, 1998 as universal "Choice Date" for all customers. Under these restructuring proposal customers would be allowed to choose their electricity supplier from the competitive market, with the local utility required to provide delivery of that energy over its transmission and distribution systems at regulated rates. Unitil has been preparing for this date by developing a transition plan that will move our utility subsidiaries into this new market structure in a way that will ensure fairness in the treatment of our assets and obligations that are dedicated to our current franchises and, at the same time, achieve customer choice for all. Simultaneously with this transition process for Unitil's regulated utilities, the Company is moving to position its non-utility subsidiary, Unitil Resources, to pursue growth areas beyond the Company's historical franchises in all energy-related sectors, including electricity, gas, oil and propane. New Hampshire In New Hampshire, the Retail Competition Pilot Program (Pilot Program) initiated by the New Hampshire Public Utilities Commission (NHPUC) has been operating since June 1996. Beginning on May 1, 1996, all regulated electric utilities in the State, including Concord Electric Company (CECo) and Exeter & Hampton Electric Company (E&H), Unitil's New Hampshire based retail operating utilities, released lists of customers who had been selected as participants in the Pilot Program. The guidelines provide that up to 3% of each utility's retail customers will be allowed to select from among competing electric energy suppliers during the Pilot Program period, and have this supply delivered across the local utility system. More than thirty competitive electric suppliers, including Unitil Resources, Inc., the Company's competitive market subsidiary, are currently authorized to market the sale of electricity to pilot program participants. Unitil Resources began marketing electricity to Pilot Program participants in late May, and actual sale by Unitil Resources and other suppliers began in June in some areas of the state. Under the charge of New Hampshire House Bill 1392, state regulators have set an aggressive procedural schedule to restructure and open up the state to full retail competition by the end of next year. In October, 1996, the Company filed with state regulators its "Customer Choice" Plan a transition plan to a fully open retail energy supply market in New Hampshire. Under this proposal, all Unitil's New Hampshire customers will continue to enjoy Unitil's very competitive electric rates, among the lowest in New England, and will benefit from future market competition and power supply savings. Key elements of the Customer Choice proposal include: competitive retail prices for all Unitil customers, open and nondiscriminatory access for all Unitil customers to any qualified competing electric supplier; guaranteed reliable electric service for all Unitil customers; and consumer protection standards for all New Hampshire consumers. The Customer Choice Plan achieves these customer benefits and safeguards while providing for the recovery of Unitil's assets and obligations that are dedicated to serving customers in the Company's New Hampshire franchises. Massachusetts In May 1996 the Massachusetts Department of Public Utilities (MDPU) issued proposed rules and regulations to allow all customers of Massachusetts's investor owned utilities to choose their electricity supplier beginning in early 1998. In late October, the Massachusetts Attorney General proposed a formal plan in the context of a settlement agreement with the state's largest investor owned utility and several other parties that has the potential for becoming the benchmark restructuring plan for the state. Under this plan, all customers would be allowed the option of choosing a new electricity supplier beginning January 1, 1998 and would be guaranteed a minimum of 10% savings on their electric bills. Utilities would fully recover stranded investments; low-income consumers would be protected; and the environment would be both protected and improved. The MDPU has established a procedural schedule under which it will issue a decision on the settlement agreement by January 10, 1987. The settlement agreement will also be subject to approval by the Federal Energy Regulatory Commission (FERC). In addition, the Company believes that the implementation of retail competition in Massachusetts will require changes in legislation by the Massachusetts legislature. CAPITAL REQUIREMENTS Capital expenditures for the nine months ended September 30, 1996 were approximately $15,300,000. This compares to $9,500,000 during the same period last year. Capital expenditures for the year 1996 are estimated to be approximately $18,300,000 as compared to $14,600,000 for 1995. This projection reflects capital expenditures of approximately $13,900,000 million for normal utility system expansions, replacements and other improvements and capital expenditures of approximately $4,400,000 related to the completion of construction of Unitil's new corporate headquarters. PART I. EXHIBIT 11. UNITIL CORPORATION AND SUBSIDIARY COMPANIES COMPUTATION OF EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING (UNAUDITED) PRIMARY Three Months Ended Nine Months Ended September 30, September 30, EARNINGS PER SHARE 1996 1995 1996 1995 Net Income $1,517,982 $1,818,961 $6,310,874 $6,065,172 Less: Dividend Requirement on Preferred Stock 67,307 70,813 204,922 212,949 Net Income Applicable to Common Stock $1,450,675 $1,748,148 $6,105,952 $5,852,223 Average Number of Common Shares Outstanding 4,361,641 4,307,733 4,346,768 4,291,100 Earnings Per Common Share $0.33 $0.40 $1.40 $1.36 Three Months Ended Nine Months Ended FULLY-DILUTED September 30, September 30, EARNINGS PER SHARE 1996 1995 1996 1995 Net Income $1,517,982 $1,818,961 $6,310,874 $6,065,172 Less: Dividend Requirement on Preferred Stock 67,307 70,813 204,922 212,949 Net Income Applicable to Common Stock $1,450,675 $1,748,148 $6,105,952 $5,852,223 Average Number of Common Shares Outstanding 4,470,103 4,390,143 4,457,989 4,370,279 Earnings Per Common Share $0.32 $0.39 $1.37 $1.34 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 of Earnings Per Average Common Share Filed herewith (b) Reports on Form 8-K During the quarter ended September 30, 1996, 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: November 14, 1996 Gail A. Siart --------------------- Gail A. Siart, Treasurer and Chief Financial Officer (Gail A. Siart is the Principal Financial Officer and has been duly authorized to sign on behalf of the registrant.)