As filed with the Securities and Exchange Commission on January 9, 2001 File No. 70-9633 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 4 TO APPLICATION-DECLARATION ON FORM U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------------------------------------- UNITIL CORPORATION CONCORD ELECTRIC COMPANY EXETER & HAMPTON ELECTRIC COMPANY FITCHBURG GAS AND ELECTRIC LIGHT COMPANY UNITIL POWER CORP. 6 Liberty Lane West Hampton, New Hampshire 03842-1720 ------------------------------------------------ (Name of companies filing this statement and address of principal executive offices) UNITIL CORPORATION 6 Liberty Lane West Hampton, New Hampshire 03842-1720 ------------------------------------------------- (Name of top registered holding company parent) Mark H. Collin Treasurer UNITIL CORPORATION 6 Liberty Lane West Hampton, New Hampshire 03842-1720 ------------------------------------------------- (Name and address of agent for service)The Commission is requested to mail copies of all orders, notices and communications to: Joanne C. Rutkowski LeBoeuf, Lamb, Greene & MacRae, L.L.P. 1875 Connecticut Ave., N.W. Washington, DC 20009
Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and its wholly owned subsidiary companies, Concord Electric Company ("Concord"), Exeter & Hampton Electric Company ("Exeter"), Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil Power Corp. ("Unitil Power"), Unitil Realty Corp. ("Unitil Realty"), Unitil Resources, Inc. ("Unitil Resources") and Unitil Service Corp. ("Unitil Service" and, together with Concord, Exeter, Fitchburg, Unitil Power, Unitil Realty and Unitil Resources, the "Subsidiaries" or "Money Pool Participants") hereby request increases in certain authorized borrowing amounts./1 As explained more fully below, Applicants require relief on an expedited basis and so ask the Commission to issue an order granting the requested authority no later than January 31, 2001. On June 9, 2000, Unitil and the Subsidiaries, received authority under Sections 6(b), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52 thereunder with respect to (i) short-term borrowing by Unitil, (ii) short-term borrowings by Fitchburg and (iii) the continued use of the system money pool ("Money Pool") by Unitil and the Money Pool Participants, pursuant to the Cash Pooling and Loan Agreement (the "Pooling Agreement") among Unitil and the Money Pool Participants dated as of February 1, 1985, as amended, Holding Co. Act Release No. 27182 (the "Order"). On December 15, 2000, in response to a post-effective amendment, the Commission authorized Unitil to increase its short term borrowing to $35 million. Holding Co. Act Release No. 27307 (Dec. 15, 2000) ("Post-Effective Amendment No. 3"). The Applicants hereby file this post effective amendment ("Amendment") to their application-declaration on Form U-1 relating to the above-referenced transactions (the "Original Application-Declaration") under the Act in order to increase certain authorized borrowing amounts authorized in the Order. ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS The Applicants hereby submit this Amendment for authorization and approval under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52 thereunder to increase Unitil's authorized short-term borrowing to $45 million from $35 million and Fitchburg's authorized short-term borrowing to $30 million from $20 million. The prices that Unitil's subsidiaries, Unitil Power and Fitchburg, pay for wholesale electric and natural gas energy commodities has become unpredictably volatile and has sharply risen putting a heavy strain on Unitil's working capital and significantly increased its short-term borrowing requirements. Despite the recent granting of rate relief from the state regulatory authorities, rising wholesale energy commodity costs are expected to continue at this time to outstrip the effect of such relief reflecting the inherent lag in the regulatory cost recovery process. The Applicant's subsidiaries are absorbing an increasing portion of these costs by deferring such energy costs for recovery in a later period. Despite recent authorized increases in the borrowing authority granted to Unitil and Fitchburg by this Commission and the above-mentioned rate relief, the Applicants are currently experiencing an acute need to borrow additional funds to principally satisfy the cost of their - -------- 1 For purposes of this Application-Declaration, Unitil and the Subsidiaries are collectively referred to as the "Applicants". 1
wholesale energy obligations. Applicants expect that this is a temporary phenomenon, but nevertheless one which requires additional borrowing authority to enable Applicants to pay for wholesale natural gas and electricity purchases. Accordingly, Applicants ask the Commission to Expeditiously approve this Amendment. Unitil's Board of Directors authorized this short-term borrowing limit of $45 million on _____, and Fitchburg's Board of Directors authorized the new limit of $30 million on _______. See Exhibits B-2 and B-3. Any borrowings undertaken pursuant to this authorization will remain subject to the parameters set forth in the Order, as supplemented, except for the new aggregate limits of $45 million for Unitil and $30 million for Fitchburg. While some of these parameters are discussed or repeated in this Amendment, the decision not to repeat or describe a specific aspect of the Order or Original Application-Declaration does not affect its continuing validity. After the Commission authorized the borrowing authority requested in Amendment No. 3, Unitil began to utilize this new authority and had incurred approximately $33 million in short term debt as of December 31, 2000. As discussed in the Original Application-Declaration, Unitil requests authority to secure both formal and informal credit lines with a number of lending institutions. Formal credit lines under the proposed facilities may be subject to compensating balances and/or fee requirements. Compensating balance requirements will not exceed 5% of the committed credit line amount, and fees will not exceed 50 basis points times the total line of credit per annum. Unitil may change its credit line arrangements and obtain additional formal or informal credit lines over time. Applicants anticipates that most of Fitchburg's borrowings will be made through the Money Pool. However, the Fitchburg board resolutions do not prohibit Fitchburg from short-term borrowing outside of the Pooling Agreement. Accordingly, Fitchburg seeks Commission authorization for short-term borrowings up to $30 million through the Money Pool and through direct borrowings from commercial banks on terms similar to those on which Unitil borrows. The proposed transactions are not subject to Rules 53 and 54 under the Act. Neither Unitil nor any Subsidiary thereof presently has, or as a consequence of the proposed transactions will have, an interest in any exempt wholesale generator ("EWG") or foreign utility company ("FUCO"), as those terms are defined in Sections 32 and 33 of the Act, respectively. None of the proceeds from the proposed transactions will be used to acquire any securities of, or any interest in, an EWG or FUCO. Moreover, neither Unitil nor any of the Subsidiaries is, or as a consequence of the proposed transactions will become, a party to, and such entities do not and will not have any rights under, a service, sales or construction contract with any affiliated EWGs or FUCOs except in accordance with the rules and regulations promulgated by the Commission with respect thereto. Consequently, all applicable requirements of Rule 53(a)-(c) under the Act are satisfied as required by Rule 54 under the Act. 2
ITEM 2. FEES, COMMISSIONS AND EXPENSES The fees, commissions and expenses of the Applicants expected to be paid or incurred, directly or indirectly, in connection with the transactions described above are estimated as follows: Legal fees .......................................... $5,000 Miscellaneous .......................................... $3,000 Total .......................................... $8,000 ITEM 3. APPLICABLE STATUTORY PROVISIONS Sections 6(a), 7, 9(a), 10 and 12(b) of the Act, and Rules 43, 45 and 52 thereunder, are directly applicable to this Application-Declaration. ITEM 4. REGULATORY APPROVALS No state or federal agency other than the Commission has jurisdiction with respect to any of the proposed transactions other than as described in this item. ITEM 5. PROCEDURE It is requested that the Commission issue and publish no later than January 12, 2001 such notice specifying January 27, 2001 as the date by which comments may be entered and the date on which an order granting and permitting the Application-Declaration to become effective may be entered by the Commission and that the Commission enter not later than January 31, 2001, an appropriate order granting and permitting this Application-Declaration to become effective. The Applicants respectfully request that appropriate and timely action be taken by the Commission in this matter. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and effective date of any order issued by the Commission in this matter, and it is respectfully requested that any such order be made effective immediately upon the entry thereof. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS a) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- B-1 Cash Pooling and Loan Agreement, as amended (previously filed with Post-Effective Amendment No. 1). 3
B-2 Resolutions of Fitchburg Board of Directors authorizing short-term borrowing limit of $30 million (to be filed by amendment). B-3 Resolutions of Unitil Board of Directors authorizing short-term borrowing limit of $45 million (to be filed by amendment). F-1 Opinion of Counsel (to be filed by amendment). F-2 "Past Tense" Opinion of Counsel (to be filed by amendment). G-1 Financial Data Schedule (to be filed by amendment). H-1 Proposed Form of Notice. b) Financial Statements No. Description of Financial Statement FS-1 Actual and Pro Forma Balance Sheet and Statement of Earnings for the period ending September 30, 2000 for: (a) Fitchburg; (b) Unitil Corporation and Subsidiary Companies; and (c) Unitil Company only. FS-2 Unitil Corporation and Subsidiary Companies Consolidated Actual Balance Sheets and Statement of Earnings, September 30, 2000 (filed with the Commission with Unitil's 10-Q for the period ended September 30, 2000 and incorporated by reference herein). ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS None of the matters that are the subject of this Application-Declaration involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. None of the proposed transactions that are the subject of this Application-Declaration will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions proposed herein. 4
SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Dated: January 9, 2001 UNITIL CORPORATION By: /s/ Mark H. Collin ------------------- Name: Mark H. Collin Title: Treasurer 5
Exhibit H Proposed Form Of Notice SECURITIES AND EXCHANGE COMMISSION (Release No. 35-_____) Filings under the Public Utility Holding Company Act of 1935, as amended ("Act") __, 2001 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by __, 2001 to the Secretary, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After __, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. * * * * * Unitil Corporation (70-9633) Unitil Corporation ("Unitil"), of 6 Liberty Lane West, Hampton, New Hampshire 03842-1720, a registered holding company, and its subsidiary companies, Concord Electric Company, Exeter & Hampton Electric Company, Fitchburg Gas and Electric Light Company ("Fitchburg") and Unitil Power Corp. all of 6 Liberty Lane West, Hampton, New Hampshire 03842-1720 have filed a post-effective amendment under Sections 6(a), 7, 9(a), 10 and 12(b) of the Public Utilities Holding Company Act of 1935, as amended ("Act") and Rules 43, 45 and 52 thereunder to an application-declaration previously filed under the Act. On June 9, 2000, Unitil and its wholly owned subsidiary companies, Concord Electric Company ("Concord"), Exeter & Hampton Electric Company ("Exeter"), Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil Power Corp. ("Unitil Power"), Unitil Realty Corp. ("Unitil Realty"), Unitil Resources, Inc. ("Unitil Resources") and Unitil Service Corp. ("Unitil Service" and, together with Concord, Exeter, Fitchburg, Unitil Power, Unitil Realty and Unitil Resources, the "Subsidiaries" or "Money Pool Participants") (Unitil and the Subsidiaries are collectively referred to as the "Applicants"), received approval under the Act from the Securities and Exchange Commission (the "Commission") for the authorization and approval under Sections 6(b), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52 thereunder with respect to (i) short-term borrowing by Unitil, (ii) short-term borrowings by Fitchburg and (iii) the continued use of the system money pool ("Money Pool") by Unitil and the Money Pool Participants, pursuant to the Cash Pooling and Loan Agreement (the "Pooling Agreement") among Unitil and the Money Pool Participants dated as of February 1, 1985, as amended, Holding Co. Act Release No. 27182 (the "Order"). On December 15, 2000, in response to a post-effective amendment, the Commission authorized Unitil to increase its short term borrowing to $35 million. Holding Co. Act Release No. 27307 (Dec. 15, 2000). Applicants now seek approval to increase Unitil's authorized short-term borrowing to $45 million from $35 million and Fitchburg's short-term borrowings to $30 million from $20 million. Any borrowings undertaken pursuant to this authorization will remain subject to the parameters set forth in the Order, except for the new aggregate limits of $45 million for Unitil and $30 million for Fitchburg. The prices that Unitil's subsidiaries, Unitil Power and Fitchburg, pay for wholesale electric and natural gas energy commodities has become unpredictably volatile and has sharply risen putting a heavy strain on Unitil's working capital and significantly increased its short-term borrowing requirements. Applicants expect to use the proceeds derived from short-term bank borrowings authorized by this Commission pursuant to this application/declaration for: (i) loans or advances to Subsidiaries through the Pooling Agreement, (ii) payment of indebtedness, (iii) short-term cash needs which may arise due to payment timing differences, (iv) greater flexibility in financial planning and (iv) other general purposes. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY CONSOLIDATED BALANCE SHEETS (000's) (A) (UNAUDITED) September 30, ASSETS: 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Utility Plant (at cost): Electric $57,716 $57,716 Gas 35,860 35,860 Common 5,411 5,411 Construction Work in Progress 2,611 18,170 (E) 20,781 ------------------ ----------------- -------------------- Utility Plant 101,598 18,170 119,768 Less: Accumulated Depreciation 26,942 26,942 ------------------ ----------------- -------------------- Net Utility Plant 74,656 18,170 92,826 ------------------ ----------------- -------------------- Other Property and Investments 18 18 ------------------ ----------------- -------------------- Current Assets: Cash 197 197 Accounts Receivable 7,627 7,627 Due from Affiliates 1,626 1,626 Materials and Supplies (at average cost) 2,397 2,397 Prepayments 510 510 Accrued Revenue (338) (338) ------------------ ----------------- -------------------- Total Current Assets 12,019 12,019 Noncurrent Assets Regulatory Assets 138,391 138,391 Unamortized Debt Issuance Costs 407 407 Prepaid Pension Costs 3,330 3,330 Other 15,598 15,598 ------------------ ----------------- -------------------- Total Noncurrent Assets 157,726 157,726 ------------------ ----------------- -------------------- TOTAL $244,419 $18,170 $262,589 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) FITCHBURG GAS AND ELECTRIC LIGHT COMPANY CONSOLIDATED BALANCE SHEETS (000's) (A) (UNAUDITED) September 30, CAPITALIZATION AND LIABILITIES: 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Capitalization: Common Stock Equity 39,526 (593)(D) 38,933 Preferred Stock, Redeemable 2,272 2,272 Long-term Debt, Less Current Portion 40,000 40,000 ------------------ ----------------- -------------------- Total Capitalization 81,798 (593) 81,205 Current Liabilities: Long-term Debt, Current Portion 3,000 3,000 Capitalized Lease Obligations 201 201 Short-Term Debt 11,830 18,170 (F) 30,000 Accounts Payable 4,081 4,081 Due to Affiliate 760 760 Dividends Declared and Payable 1,387 1,387 Refundable Customer Deposits 306 306 Taxes Payable 1,165 (361)(B) 804 Interest Payable 612 954 (C) 1,566 Other Current Liabilities 507 507 ------------------ ----------------- -------------------- Total Current Liabilities 23,849 18,763 42,612 Deferred Income Taxes 30,915 30,915 ------------------ ----------------- -------------------- Noncurrent Liabilities: Power Supply Contract Obligations 99,553 99,553 Capitalized Lease Obligations 2,009 2,009 Other Noncurrent Liabilities 6,295 6,295 ------------------ ----------------- -------------------- Total Noncurrent Liabilities 107,857 107,857 ------------------ ----------------- -------------------- TOTAL $244,419 $18,170 $262,589 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) FITCHBURG GAS AND ELECTRIC LIGHT COMPANY CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A) (UNAUDITED) Nine Months Ended September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Operating Revenues: Electric $41,345 $41,345 Gas 14,677 14,677 ------------------ ----------------- -------------------- Total Operating Revenues 56,022 56,022 ------------------ ----------------- -------------------- Operating Expenses: Fuel and Purchased Power 23,574 23,574 Gas Purchased for Resale 8,261 8,261 Operating Expenses, Other 9,395 9,395 Maintenance 1,155 1,155 Depreciation and Amortization 4,847 4,847 Provisions for Taxes: Federal and State Income 1,854 (361)(B) 1,493 Local Property and Other 952 952 ------------------ ----------------- -------------------- Total Operating Expenses 50,038 (361) 49,677 ------------------ ----------------- -------------------- Operating Income 5,984 361 6,345 Non-operating Expense 91 91 ------------------ ----------------- -------------------- Income Before Interest Expense 5,893 361 6,254 Interest Expense, Net 2,399 954 (C) 3,353 ------------------ ----------------- -------------------- Net Income 3,494 ($593)(D) 2,901 Less Dividends on Preferred Stock 117 117 ------------------ ----------------- -------------------- Net Income Applicable to Common Stock $3,377 ($593) $2,784 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION CONSOLIDATED BALANCE SHEETS (000's) (A) ASSETS: (Unaudited) September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Utility Plant Electric $169,013 $169,013 Gas 35,860 35,860 Common 21,192 21,192 Construction Work in Progress 3,845 23,775 (E) 27,620 ------------------ ----------------- -------------------- Utility Plant 229,910 23,775 253,685 Less: Accumulated Depreciation 69,831 69,831 ------------------ ----------------- -------------------- Net Utility Plant 160,079 23,775 183,854 ------------------ ----------------- -------------------- Miscellaneous Property & Investments 7,763 7,763 ------------------ ----------------- -------------------- Current Assets: Cash 2,170 2,170 Accounts Receivable 17,593 17,593 Materials and Supplies 3,228 3,228 Prepayments 1,189 1,189 Accrued Revenue 4,374 4,374 Taxes Refundable 611 458 (B) 1,069 ------------------ ----------------- -------------------- Total Current Assets 29,165 458 29,623 Noncurrent Assets: Regulatory Assets 138,391 138,391 Prepaid Pension Costs 9,807 9,807 Debt Issuance Costs 1,343 1,343 Other Noncurrent Assets 24,185 24,185 ------------------ ----------------- -------------------- Total Noncurrent Assets 173,726 173,726 ------------------ ----------------- -------------------- TOTAL $370,733 $24,233 $394,966 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION CONSOLIDATED BALANCE SHEETS (000's) (A) CAPITALIZATION AND LIABILITIES: (Unaudited) September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Capitalization: Common Stock Equity $77,615 ($790)(D) $76,825 Preferred Stock, Non-Redeemable 225 225 Preferred Stock, Redeemable 3,465 3,465 Long-term Debt, Less Current Portion 81,811 81,811 ------------------ ----------------- -------------------- Total Capitalization 163,116 (790) 162,326 Current Liabilities: Long-term Debt, Current Portion 3,203 3,203 Capitalized Lease, Current Portion 831 831 Accounts Payable 15,138 15,138 Short-Term Debt 21,225 23,775 (F) 45,000 Dividends Declared and Payable 1,848 1,848 Refundable Customer Deposits 1,298 1,298 Interest Payable 1,311 1,248 (C) 2,559 Other Current Liabilities 7,307 7,307 ------------------ ----------------- -------------------- Total Current Liabilities 52,161 25,023 77,184 Deferred Income Taxes 44,534 44,534 ------------------ ----------------- -------------------- Noncurrent Liabilities Power Supply Contract Obligations 99,553 99,553 Capitalized Leases, Less Current Portion 3,245 3,245 Other Deferred Credits 8,124 8,124 ------------------ ----------------- -------------------- Total Noncurrent Liabilities 110,922 110,922 ------------------ ----------------- -------------------- TOTAL $370,733 $24,233 $394,966 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A) (Unaudited) Nine Months Ended September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Operating Revenues: Electric 118,925 118,925 Gas 14,677 14,677 Other 87 87 ------------------ ----------------- -------------------- Total Operating Revenues 133,689 133,689 ------------------ ----------------- -------------------- Operating Expenses: Fuel and Purchased Power 81,127 81,127 Gas Purchased for Resale 8,261 8,261 Operating and Maintenance 18,929 18,929 Depreciation and Amortization 8,926 8,926 Provisions for Taxes: Local Property and Other 3,802 3,802 Federal and State Income 2,277 (458)(B) 1,819 ------------------ ----------------- -------------------- Total Operating Expenses 123,322 (458) 122,864 ------------------ ----------------- -------------------- Operating Income 10,367 458 10,825 Non-operating Expense, Net 194 194 ------------------ ----------------- -------------------- Income Before Interest Expense 10,173 458 10,631 Interest Expense, Net 5,151 1,248 (C) 6,399 ------------------ ----------------- -------------------- Net Income 5,022 (790)(D) 4,232 Less Dividends on Preferred Stock 197 197 ------------------ ----------------- -------------------- Net Income Applicable to Common Stock $4,825 ($790) $4,035 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION (COMPANY ONLY) BALANCE SHEETS (000's) (A) ASSETS: September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Other Property and Investments Investment in Associate Companies $72,251 $23,775 (E) $96,026 Other Investments 5,411 5,411 ------------------ ----------------- -------------------- Net Service Property And Investments 77,662 23,775 101,437 ------------------ ----------------- -------------------- Current Assets: Cash 1,161 1,161 Due from Affiliates 2,784 1,248 (B) 4,032 Refundable Taxes 1,995 1,995 ------------------ ----------------- -------------------- Total Current Assets 5,940 1,248 7,188 Noncurrent Assets 123 123 ------------------ ----------------- -------------------- TOTAL $83,725 $25,023 $108,748 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION (COMPANY ONLY) BALANCE SHEETS (000's) (A) September 30, CAPITALIZATION AND LIABILITIES: 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Capitalization: Common Stock Equity $57,751 $57,751 ------------------ ----------------- -------------------- Total Capitalization 57,751 57,751 Current Liabilities: Short-Term Debt 21,225 23,775 (D) 45,000 Due to Affiliates 2,569 2,569 Dividends Declared and Payable 1,781 1,781 Interest Payable 125 1,248 (B) 1,373 Misc. Current Assets 274 274 ------------------ ----------------- -------------------- Total Current Liabilities 25,974 25,023 50,997 ------------------ ----------------- -------------------- TOTAL $83,725 $25,023 $108,748 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION (COMPANY ONLY) STATEMENT OF EARNINGS (000's) (A) Nine Months Ended September 30, 2000 Adjustments Pro Formed ------------------ ----------------- -------------------- Operating Expenses: Operating Expenses, Other $528 $528 Provisions for Taxes: Federal and State Income (116) (116) ------------------ ----------------- -------------------- Total Operating Expenses 412 412 ------------------ ----------------- -------------------- Operating Income (412) (412) Non-operating Income 5,073 1,248 (B) 6,321 ------------------ ----------------- -------------------- Income Before Interest Expense 4,661 1,248 5,909 Interest Expense, Net 1,248 (C) 1,248 ------------------ ----------------- -------------------- Net Income $4,661 $4,661 ================== ================= ==================== (The accompanying Notes are an integral part of these statements.) UNITIL CORPORATION Notes to Pro Forma Consolidated Financial Statements (A) These statements have been pro formed to reflect an increase in Short- Term Debt to the requested borrowing limit and the corresponding impact on expenses and Net Income. (B) The reduction in taxes reflect the rise in interest expense which reduced income for tax purposes. (C) The cost of this increase in Short-Term Debt is reflected in higher interest costs for the six months period. (D) Lower Net Income and Common Equity (e.g. Retained Earnings) reflects the impact of higher interest expense. (E) Assumes all borrowings are made to fund capital additions to plant. (F) Relects the incremental increase in Short-Term Debt to reach the borrowing limit. UNITIL CORPORATION (Company Only) Notes to Pro Forma Financial Statements (A) These statements have been pro formed to reflect an increase in Short- Term Debt to the requested borrowing limit and the corresponding impact on Interest Expenses and Non-operating Income. (B) Assumes interest costs will be billable through the Cash Pool to the client companies and will become a receivable. (C) The cost of this increase in Short-Debt is reflected in higher interest costs for the six months period. (D) Reflects the incremental increase in Short-Term Debt to reach the borrowing limit. (E) Assumes all borrowed funds are reflected as an investment in the Cash Pool. FITCHBURG GAS AND ELECTRIC LIGHT COMPANY Notes to Pro Forma Financial Statements (A) These statements have been pro formed to reflect an increase in Short- Term Debt to the recently authorized borrowing limit and the corresponding impact on expenses and Net Income. (B) The reduction in taxes reflect the rise in interest expense which reduced income for tax purposes. (C) The cost of this increase in Short-Term Debt is reflected in higher interest costs for the six months period. (D) Lower Net Income and Common Equity (e. g. Retained Earnings) reflects the impact of higher interest expense. (E) Assumes all borrowings are made to fund additions to Utility Plant. (F) Reflects the incremental increase in Short-Term debt to reach the borrowing limit.