−Removed: When considering an investment in our securities, investors should consider the following risk factors, as well as the information contained under the caption “Cautionary Statement” immediately following the Table of Contents in this Annual Report on Form 10-K.
+Added: When considering an investment in the Company’s securities, investors should consider the following risk factors, as well as the information contained under the caption “Cautionary Statement” immediately following the Table of Contents in this Annual Report on Form 10-K.
Additional risks not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results.
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The Company maintains insurance against some, but not all, of these risks and losses in accordance with customary industry practice.
−Removed: The location of pipelines, storage facilities and electric distribution equipment near populated areas (including residential areas, commercial business centers and industrial sites) could increase the level of damages associated with these
−Removed: hazards and operating risks.
+Added: The location of pipelines, storage facilities and electric distribution equipment near populated areas (including residential areas, commercial business centers and industrial sites) could increase the level of damages associated with these hazards and operating risks.
The occurrence of any of these events could adversely affect the Company’s financial position or results of operations.
−Removed: The Company’s operational and information systems on which it relies to conduct its business and serve customers could fail to function properly due to technological problems, a cyber-attack, acts of terrorism, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other reasons, that could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense.
+Added: The Company’s operational and information systems on which it relies to conduct its business and serve customers could fail to function properly due to technological problems, a cyber-attack, acts of terrorism, severe weather, a solar event, an
+Added: electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other reasons, that could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense.
The operation of the Company’s extensive electric and natural gas systems rely on evolving information and operating technology systems and network infrastructure that are likely to become more complex as new technologies and systems are developed.
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If these neighboring interconnected systems were to be disrupted due to cyber-attacks, computer viruses, human errors, acts of war or terrorism or other reasons, the Company’s operations and its ability to serve its customers would be adversely affected, which could have a material effect on the Company’s financial condition, results of operations, and cash flows.
−Removed: We outsource certain business functions to third-party suppliers and service providers, and substandard performance by those third parties could harm our business, reputation and results of operations.
+Added: We outsource certain business functions to third-party suppliers and service providers, and substandard performance by those third parties could harm the Company’s business, reputation and results of operations.
We outsource certain services to third parties in areas including information technology, telecommunications, networks, transaction processing, human resources, payroll and payroll processing and other areas.
−Removed: Outsourcing of services to third parties could expose us to substandard quality of service delivery or substandard deliverables, which may result in missed deadlines or other timeliness issues, non-compliance (including with applicable legal requirements and industry standards) or reputational harm, which could negatively affect our results of operations.
−Removed: We also continue to pursue enhancements to modernize our systems and processes.
−Removed: If any difficulties in the operation of these systems were to occur, they could adversely affect our results of operations, or adversely affect our ability to work with regulators, unions, customers or employees.
+Added: Outsourcing of services to third parties could expose us to substandard quality of service delivery or substandard deliverables, which may result in missed deadlines or other timeliness issues, non-compliance (including with applicable legal requirements and industry standards) or reputational harm, which could negatively affect the Company’s results of operations.
+Added: We also continue to pursue enhancements to modernize the Company’s systems and processes.
+Added: If any difficulties in the operation of these systems were to occur, they could adversely affect the Company’s results of operations, or adversely affect the Company’s ability to work with regulators, unions, customers or employees.
The inability to attract and retain a qualified workforce including, but not limited to, executive officers, key employees and employees with specialized skills, could have an adverse effect on the Company’s operations.
−Removed: The success of our business depends on the leadership of our executive officers and other key employees to implement our business strategies.
−Removed: The inability to maintain a qualified workforce including, but not limited to, executive officers, key
−Removed: employees and employees with specialized skills, may negatively affect our ability to service our existing or new customers, or successfully manage our business or achieve our business objectives.
+Added: The success of the Company’s business depends on the leadership of the Company’s executive officers and other key employees to implement the Company’s business strategies.
+Added: The inability to maintain a qualified workforce including, but not limited to, executive officers, key employees and employees with specialized skills, may negatively affect the Company’s ability to service the Company’s existing or new customers, or successfully manage the Company’s business or achieve the Company’s business objectives.
There may not be sufficiently skilled employees available internally to replace employees when they retire or otherwise leave active employment.
Shortages of certain highly skilled employees may also mean that qualified employees are not available externally to replace these employees when they are needed.
−Removed: In addition, shortages in highly skilled employees coupled with competitive pressures may require the Company to incur additional employee recruiting and compensation expenses.
+Added: In addition, shortages in highly skilled
+Added: employees coupled with competitive pressures may require the Company to incur additional employee recruiting and compensation expenses.
The Company may be adversely affected by work stoppages, labor disputes, and/or pandemic illness to which it may not be able to promptly respond.
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The Company’s business is subject to environmental regulation in all jurisdictions in which it operates and its costs of compliance are significant.
−Removed: New, or changes to existing, environmental regulation, including those related to climate change or greenhouse gas emissions, and the incurrence of environmental liabilities could adversely affect the Company’s financial condition, results of operations, and cash flows.
+Added: New, or changes to existing, environmental regulation, including those related to climate change
+Added: or greenhouse gas emissions, and the incurrence of environmental liabilities could adversely affect the Company’s financial condition, results of operations, and cash flows.
The Company’s utility operations are generally subject to extensive federal, state and local environmental laws and regulations relating to air quality, water quality, waste management, natural resources, and the health and safety of the Company’s employees.
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Additionally, from time to time the Company has accessed the public capital markets through public offerings of equity securities.
−Removed: A downgrade of our credit rating or events beyond our control, such as a disruption in global capital and credit markets, could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets and negatively affect our ability to maintain and to expand our businesses.
+Added: A downgrade of the Company’s credit rating or events beyond the Company’s control, such as a disruption in global capital and credit markets, could increase the Company’s cost of borrowing and cost of capital or restrict the Company’s ability to access the capital markets and negatively affect the Company’s ability to maintain and to expand the Company’s businesses.
The Company’s short-term debt revolving credit facility typically has variable interest rates.
36 unchanged sentences
As of February 10, 2025, the Company’s current effective annualized dividend is $1.80 per share of common stock, payable quarterly.
−Removed: The Company’s Board of Directors reviews Unitil’s dividend policy periodically in light of a number of
−Removed: business and financial factors, including those referred to in this report, and the Company cannot assure the amount of dividends, if any, that may be paid in the future.
+Added: The Board reviews Unitil’s dividend policy periodically in light of a number of business and financial
+Added: factors, including those referred to in this report, and the Company cannot assure the amount of dividends, if any, that may be paid in the future.
+Added: The Company has made and may make acquisitions and may pursue other strategic transactions, which could impact the Company’s financial condition or results of operations.
+Added: As part of the Company’s business strategy, the Company has made and may make acquisitions to add complementary companies, assets, services or products, and from time to time may enter into other strategic transactions such as investments and joint ventures.
+Added: For example, on July 8, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) among the Company, PHC Utilities, Inc., an Ohio corporation (the “Seller”), and Hearthstone Utilities, Inc., d/b/a Hope Companies, Inc., an Ohio corporation, pursuant to which the Company agreed to acquire all the issued and outstanding shares of capital stock of Bangor Natural Gas Company, a Maine corporation, from the Seller, for $70.9 million in cash, subject to adjustment as set forth in the Purchase Agreement (the transaction, the “Bangor Transaction”).
+Added: The acquisition closed on January 31, 2025.
+Added: In the future, the Company may not be able to find suitable acquisition candidates, and may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all.
+Added: In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that the Company will realize expected synergies and potential monetization opportunities for the Company’s acquisitions, or a favorable return on investment for strategic investments.
+Added: The Company may pay substantial amounts of cash, issue equity, or incur debt to pay for acquisitions or strategic transactions.
+Added: The Company may also discover liabilities, deficiencies, or other claims associated with the companies or assets acquired that were not identified in advance, which may result in significant unanticipated costs.
+Added: In addition, the Company may fail to accurately forecast the financial impact of an acquisition or other strategic transaction, including tax and accounting charges.
+Added: Any of these factors may adversely affect the Company’s financial condition or results of operations.
+Added: Potential tariffs could adversely affect the Company’s business and financial results.
+Added: The Company purchases natural gas from U.S.
+Added: domestic and Canadian supply sources largely under contracts of one year or less.
+Added: On occasion, the Company purchases natural gas from producers and marketers on the spot market.
+Added: presidential administration has proposed the implementation of a number of tariffs, including tariffs on energy imports from Canada, which could significantly increase the cost of natural gas in the U.S., potentially decreasing customer demand for natural gas.
+Added: The Company may also need to obtain natural gas from other sources, when possible.
+Added: Any of these factors may adversely affect the Company’s financial condition or results of operations.
GENERAL RISKS
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Economic downturns or periods of high electric and gas supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers.
−Removed: This focus on conservation, energy efficiency and self-generation may result in a decline in electricity and gas sales in our service territories.
−Removed: If any such declines were to occur without corresponding adjustments in rates, our revenues would be reduced and our future growth prospects would be limited.
−Removed: In addition, a period of prolonged economic weakness could affect our customers’ ability to pay bills in a timely manner and increase customer bankruptcies, which may lead to increased bad debt expenses or other adverse effects on our financial position, results of operations, and cash flows.
+Added: This focus on conservation, energy efficiency and self-generation may result in a decline in electricity and gas sales in the Company’s service territories.
+Added: If any such declines were to occur without corresponding adjustments in rates, the Company’s revenues would be reduced and the Company’s future growth prospects would be limited.
+Added: In addition, a period of prolonged economic weakness could affect the Company’s customers’ ability to pay bills in a timely manner and increase customer bankruptcies, which may lead to increased bad debt expenses or other adverse effects on the Company’s financial position, results of operations, and cash flows.
A significant amount of the Company’s sales are temperature sensitive.
−Removed: Because of this, mild winter and summer temperatures could decrease the Company’s sales, which could adversely affect the Company’s financial condition and results of operations.
+Added: Because of this, mild winter and summer temperatures could decrease the Company’s sales, which could adversely affect the Company’s financial condition and
+Added: results of operations.
Also, the Company’s sales may vary from year to year depending on weather conditions, and the Company’s results of operations generally reflect seasonality.
27 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.