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 Date of State of Percentage Nature of reporting or organiz organiz of voting business company gas- ation ation securites related held (Indentation indicates subsidiary relationship) Unitil Corporation Unitil Energy 5/26/93 NH 100% Energy Resources, Brokering & Inc. Consulting Services Description of Various Energy Brokering & Consulting Services 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 visits other locations, predominately in New England, representing client interests. Energy Brokering and Consulting Services Unitil Resources Inc. is Unitil Corporation's wholly-owned non- utility subsidiary and has been authorized by the Securities and Exchange Commission, pursuant to the rules and regulations of the 1935 Act, to engage in business transactions as a competitive marketer of electricity, gas and other energy commodities in wholesale and retail markets, and to provide energy brokering, consulting and management related services within the United States. In April 2000, Unitil formed Usource, Inc. and Usource L.L.C., collectively "Usource", to operate its Internet-based brokering and related energy products and services businesses. Usource, Inc. is a wholly owned subsidiary of Unitil Resources, Inc. and an indirect subsidiary of Unitil Corporation. Usource L.L.C. is an affiliate of Usource, Inc. Usource is an Internet-based energy marketplace that provides customers access to a customer-driven auction process for energy commodities and to a suite of value-added energy products, services and tools. Usource runs on the transactional-based software and energy commodity Exchange developed and licensed by Enermetrix.com to assist customers with their energy procurement process and to ensure highly competitive, time-sensitive bids from energy suppliers. Through the Usource home page, energy consumers and energy suppliers are able to conduct transactions involving energy commodities using the advantages of transactional e-commerce. Usource will provide energy service providers with an Internet-based energy marketplace to offer energy consumers products and services. Usource will also provide data and information services to commercial and industrial customers desiring to control their energy procurement process and manage their energy usage. The Federal Communications Commission has determined that Usource, Inc. and Usource LLC are exempt telecommunications companies, as that term is defined in PUHCA Section 34(a)(1), as amended. Accordingly, financial information for Usource, Inc. and Usource LLC is not included in the financial statements that follow. ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Associate Reporting Type of Net change in company company transaction contributions advancing funds receiving funds Unitil Unitil Capital $3,200,000 Corporation Resources, Inc. contribution 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 Types Direct Indirect Cost Total company company of costs costs of amount rendering receiving services charged charged capital billed services services rendered Unitil Unitil Admin $224,609 $211,149 $0 $435,758 Service Corp Resources, and Inc. General 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. Services provided by Unitil Service during the third 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 September 30, 2000 $163,117 Total capitalization multiplied by 15% 24,468 Greater of $50 million or line 2 $50,000 Total current aggregate investment: Energy-related business: Unitil Resources, Inc. 4,290 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 Major line of Other Other Reason for energy-related investment in investment in difference in business last U-9C-3 this U-9C-3 other report report investment Energy $10,000* $0 n/a Brokering 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) ASSETS: September 30, 2000 Investment in Associated Companies $3,111,133 Current Assets: Cash 302,948 Accounts Receivable 1,772 Accounts Receivable from Assoc Companies 217,062 Notes Receivable from Assoc Companies 525,000 Total Current Assets $1,046,782 Total Assets $4,157,915 LIABILITIES AND STOCKHOLDER'S EQUITY: Current Liabilities: Notes Payable $694,637 Accounts Payable 136,597 Taxes Accrued 67,558 Total Current Liabilities $898,792 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 (1,040,877) Total Stockholder's Equity $3,259,123 Total Liabilities and Equity $4,157,915 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS cont. A. Financial Statements - Page 2 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENT OF EARNINGS (UNAUDITED) Three Months Nine Months Ended Ended September 30, September 30, 2000 2000 Revenues: Electric Revenues $0 ($1,411) Service Revenues 0 32,453 Services to Assoc Companies 122,001 216,417 Total Revenues $122,001 $247,459 Operating Expenses: Purchased Power ($2,014) ($20,059) Depreciation and Amortization 0 52,467 Administrative and General 129,400 650,719 Provision for Income Taxes (2,677) (152,516) Total Operating Expenses $124,709 $530,611 Operating (Loss) Income (2,708) (283,152) Nonoperating Income 1,026 1,141 Income(Loss) before Interest Exp (1,682) (282,011) Interest Expense, net 1,079 17,594 Net (Loss) Income ($2,761) ($299,605) 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: November 28, 2000