UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 UNITIL CORPORATION (Name of Registered Holding Company) 6 Liberty Lane West, Hampton, New Hampshire 03842-1720 (Address of principal executive offices) ITEM 1 - ORGANIZATION CHART Name of Energy or Date of State of Percentage Nature reporting gas-related Organization Organization of voting of company company securities business held (Indentation indicates subsidiary relationship) Unitil Corporation Unitil Resources, Inc. Energy 5/26/93 NH 100% Energy Marketing & Consulting Description of Various Consulting, Energy Marketing, Energy Management and Other Activities Undertaken by Unitil Resources Inc.: Staff providing services under the activities listed below (unless otherwise indicated) are located at Unitil Service Corp. (Unitil Service), 6 Liberty Lane West, Hampton, NH 03842-1720, where most client work is performed. From time to time staff visit other locations, predominately in New England, representing client interests. Energy Marketing Activities New Hampshire Pilot Program. As of July 1, 1996, Unitil Resources, Inc., became eligible to begin marketing electricity at retail to statewide participants in the New Hampshire Pilot Program. This program, which originally was scheduled to last 24 months, allows 3% of all electric customers in the State of New Hampshire to purchase electricity from the supplier of their choice. In 1998, the State of New Hampshire extended this program beyond the original 24 month period. Unitil Resources discontinued this program effective December 31, 1999. Electricity and Natural Gas Brokerage. On March 25, 1999 Unitil Corporation acquired a minority interest in Enermetrix.com (formerly known as North American Power Brokers, Inc.), a privately held company providing Internet technology solutions to the energy industry. The Federal Communications Commission has determined that Enermetrix.com is an exempt telecommunications company, as that term is defined in PUHCA Section 34(a)(1), as amended. Unitil Corporation, through Unitil Resources, has licensed and deployed Enermetrix.com's innovative Internet-based technology for brokering electricity and natural gas energy transactions between retail consumers and energy suppliers. Unitil Resources offers the retail energy electronic commerce system developed and owned by Enermetrix.com to medium and large commercial and industrial customers, co-branded under the name "Usource", powered by Enermetrix.com's World Wide Retail Energy Exchange. Usource has expanded service to New York, Pennsylvania, Massachusetts, Maine and New Hampshire. Revenues generated from this activity during the second quarter of 2000 were $16,293. ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Associate Reporting Type Net company company of Change advancing receiving Transaction in Contributions funds funds Unitil Unitil Capital $3,200,000 Corporation Resources Contribution Inc. ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies None. Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies Associate Reporting company company Types of Direct Indirect Cost Total rendering receiving services costs costs of amount services services rendered charged charged Capital billed Unitil Unitil Energy $212,891 $196,072 $0 $408,963 Service Resources Marketing Corp. Inc. and Consulting Staff involved in providing service to Unitil Resources, Inc. (Unitil Resources) are located at Unitil Service Corp. (Unitil Service). Service is provided to Unitil Resources pursuant to a service agreement between Unitil Service and Unitil Resources dated July 1, 1993. Consulting services provided by Unitil Service during the second quarter of 2000 included regulatory, finance, accounting, marketing, energy management and administrative services. ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT (Dollars in Thousands) Investments in Energy-related Companies: Total consolidated capitalization as of June 30, 2000 $163,527 Total capitalization multiplied by 15% 24,529 Greater of $50 million or line 2 $50,000 Total current aggregate investment: Energy-related business: 4,290 Unitil Resources, Inc. Total current aggregate investment 4,290 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $45,710 Investments in Gas-related Companies None. ITEM 5 - OTHER INVESTMENTS Other Other Reason for Major line of investment in investment in difference in energy-related last U-9C-3 this U-9C-3 other business report report investment Energy Marketing $10,000* $0 n/a and Consulting * The initial investment by Unitil Corporation in Unitil Resources, Inc. was $10,000. ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 1 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEET (UNAUDITED) June 30, ASSETS: 2000 Service Company Property: Equipment $185,504 Less: Accumulated Depreciation (46,746) Net Equipment 138,758 Intangible Assets, net of Amortization 675,052 Software Development 1,212,505 Total Service Company Property 2,026,315 Current Assets: Cash 710,695 Accounts Receivable 73,583 Prepayments 79,433 Total Current Assets 863,711 Deferred Debits 42,759 Total Assets $2,932,785 LIABILITIES AND STOCKHOLDER'S EQUITY: Current Liablilites Accounts Payable $173,594 Taxes Accrued (110,001) Miscellaneous Current Liabilities 2,471 Total Current Liabilities 66,064 Stockholder's Equity: Common Stock, $1.00 par value Authorized - 10,000 shares Outstanding - 10,000 shares 100 Premium on Common Stock 9,900 Miscellaneous Paid in Capital 4,290,000 Retained Earnings (1,433,279) Total Stockholder's Equity 2,866,721 Total Liabilities and Equity $2,932,785 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 2 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENT OF EARNINGS (UNAUDITED) Three Six Months Months Ended Ended June 30, June 30, 2000 2000 Revenues: Electric Revenues $0 $(1,411) Service Revenues 16,293 48,746 Total Revenues 16,293 47,335 Operating Expenses: Purchased Power (1,441) (18,045) Depreciation and Amortization 68,104 120,571 Administrative and General 557,563 964,517 Provision for Income Taxes (209,619) (351,805) Total Operating Expenses 414,607 715,238 Operating (Loss) Income (398,314) (667,903) Nonoperating Income 3,980 3,980 Income (Loss) before (394,334) (663,923) Interest Expense Interest Exense, net 15,995 28,084 Net (Loss) Income $(410,329) $(692,007) B. Exhibits None. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: /s/ Mark H. Collin Mark H. Collin Treasurer Dated: August 28, 2000 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: _____________________ Mark H. Collin Treasurer Dated: August 28, 2000