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File No. 70-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
APPLICATION AND DECLARATION
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.
UNITIL REALTY CORP.
UNITIL RESOURCES, INC.
UNITIL SERVICE CORP.
216 Epping Road
Exeter, New Hampshire 03833
(Name of company filing this statement and
address of principal executive offices)
UNITIL CORPORATION
216 Epping Road
Exeter, New Hampshire 03833
(Name of top registered holding
company parent of each applicant or declarant)
Gail A. Siart
Chief Financial Officer
UNITIL CORPORATION
216 Epping Road
Exeter, New Hampshire 03833
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
Gail A. Siart
Chief Financial Officer
UNITIL Corporation
216 Epping Road
Exeter, NH 03833 -4571
Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS
UNITIL Corporation ("UNITIL"), a New Hampshire corporation and a
registered holding company, and its wholly owned subsidiary companies, Concord
Electric Company ("CECo"), Exeter & Hampton Electric Company ("E&H"), Fitchburg
Gas and Electric Light Company ("FG&E"), UNITIL Power Corp., ("UNITIL Power"),
UNITIL Realty Corp. ("UNITIL Realty"), UNITIL Resources, Inc. (UNITIL
Resources) and UNITIL Service Corp. ("UNITIL Service"), (collectively the
"Subsidiaries" and together with UNITIL the "Applicants") hereby submit this
application-declaration with the Securities and Exchange Commission ( the
"Commission") pursuant to the Public Utility Holding Company Act of 1935 (the
"Act") for authorization and approval by the Commission under Sections 6(a),7,
9(a), 10 and 12(b), and Rules 43 and 45 thereunder, with respect to the
following financial transactions:
(a) short-term borrowing by UNITIL after June 30, 1995 and through June
30,1997 up to a maximum of $15,000,000 in short-term bank borrowing on a
revolving basis under current and proposed unsecured facilities from certain
banks;
(b) short-term borrowings by the Subsidiaries pursuant to formal or
informal credit lines up to stated maximum borrowing limits for a period of
time after June 30, 1995 and through June 30, 1997; and,
(c) continued use of the system money pool ("Money Pool") by the
Applicants from June 30, 1995 through June 30, 1997, pursuant to the Cash
Pooling and Loan Agreement ("Pooling Agreement") among UNITIL and the
Subsidiaries dated as of February 1, 1985, as amended (1). (See Exhibits A-1
and A-2).
By order dated March 29, 1993 ("March 1993 Order"), the Applicants (with
the exception of UNITIL Resources which was not a applicant/declarant) are
currently authorized to make unsecured short-term borrowings up to stated
maximum borrowing limits and to operate under the Money Pool through June 30,
1995, as more fully described in the joint application-declaration on Form U-1,
as amended, in File No. 70-8066, and the Commission's order with respect
thereto (File No. 70-8066; HCAR 25773; March 29, 1993). Under this
application-declaration, UNITIL Resources seeks the Commission's authorization
to make short-term borrowings up to a maximum limit of $500,000. In addition,
UNITIL Resources is seeking authorization to operate under the Money Pool, if
and when it may elect to join the Money Pool and upon the agreement of the
other participants, pursuant to the same terms and conditions as authorized in
the March 1993 Order for the other Applicants.
A. Bank Borrowing by UNITIL
In this application-declaration, UNITIL seeks to extend the authorization
through June 30, 1997 with respect to its existing bank borrowing
arrangements, as described herein. As of March 31, 1995, UNITIL had four
unsecured bank notes for a total of $14,000,000 pursuant to which it is allowed
to draw funds: a $6,000,000 line of credit (represented by a promissory note)
from the Bank of Boston dated June 21, 1994 (2); a $3,000,000 line of credit
"grid note" from the Shawmut Bank N.A. dated July 1, 1994, and a $3,000,000
guidance facility "grid note" with Shawmut Bank N.A. dated July 1, 1994 (3);
and a $2,000,000 Demand Note from Fleet Bank-New Hampshire dated July 13,
1994. (4)
(1) UNITIL Resources is currently not aparty to the Pooling Agreement
(2) Attached as Exhibit A-3
(3) Both grid notes are attached as Exhibit A-4
(4) Attached as Exhibit A-5
* The $6,000,000 unsecured line of credit (represented by a promissory note)
from the Bank of Boston will be available to UNITIL from June 21, 1994,
to June 20, 1995. Borrowings will bear an interest rate which at all
times shall be the greater of the rate of interest announced publicly by
Bank of Boston as the bank's corporate base rate or one-half of one
percent per annum above the daily federal funds effective rate published
by the Federal Reserve Bank of New York. Except in unusual circumstances
the bank's corporate base rate would apply. In addition to the line, and
for the same period ending June 20, 1995, the Bank of Boston has approved
an informal money market lending arrangement for UNITIL. Under this
arrangement the Bank of Boston will entertain money market loan requests
for minimum amounts of $500,000 at money market rates fixed for a period
up to 60 days. Prepayment of money market rate loans will not be
permitted; money market loans may be renewed at rates as offered on the
various maturities. At no time may the combination of borrowings under
the line and money market loans exceed $6,000,000. In consideration for
the availability of the line of credit, the Bank of Boston will charge on
a quarterly in arrears basis, a fee in lieu of balances equivalent to
three-eighths of one percent times the line amount. The line of credit is
available subject to the Bank of Boston's continued satisfaction with the
financial condition of UNITIL and its subsidiaries, and to no substantive
changes in monetary or governmental regulations.
* The $3,000,000 unsecured line of credit from the Shawmut Bank N.A. runs
from July 1, 1994 to June 30, 1995. The interest rate for borrowing under
the facility is the lower of the corporate base rate established by
Shawmut Bank N.A. or money market rates on an offering basis. The
compensation for extending the facility is a fee equal to three-eighths of
one-percent per annum of the total line of credit, payable quarterly in
arrears. In addition, the Shawmut Bank N.A. has approved a $3,000,000
guidance facility for use by UNITIL effective July 1, 1994. Borrowings
under this facility will be at money market rates on a "when available"
basis. This facility carries no commitment fees and also expires on June
30 ,1995.
* The $2,000,000 unsecured line of credit from Fleet Bank - New Hampshire
runs from July 13, 1994 through June 30, 1995. Borrowings under the line
bear interest at a rate per annum equal to the Fleet Bank, N.A. corporate
base rate as announced from time to time or a money market rate as
offered. Interest at the money market rates will be payable in arrears on
the day following making of each advance bearing interest at the overnight
money market rate, and on the last day of the relevant term for each
advance bearing interest at the term money market rate. Borrowing at
money market rates are subject to the availability of funding sources and
the continued legality of offering such price options. A commitment fee
payable quarterly in arrears at the rate of one-quarter percent per annum
shall apply to the total amount of the line.
The term "corporate base rate", as used in the above discussion of
UNITIL's short-term bank borrowing facilities, is synonymous with the prime
rate, which is announced publicly by the banks as the rate charged on loans to
the largest and most creditworthy business firms. The term "money market rate"
refers to a market based rate which is made available by the banks on an
offering or "when available" basis. Money market rates are offered by the
banks, at a given point in time, and will vary depending on a number of factors
including: the availability of bank funds, the bank's internal cost of
funding, the creditworthiness of the borrower, the term of the loan, the size
of the loan and the degree of competition among the banks in a market. The
money market rate offered by a bank is normally a lower rate with more
favorable terms and conditions than its corporate base rate. Under its
short-term bank borrowing facilities, UNITIL borrows at its banks' money market
rates when such rates are available and more favorable than corporate base
rates. Any borrowings at money market rates, under current facilities and
facilities proposed below, do not and will not exceed the prime rate for
unsecured loans by the same bank.
UNITIL proposes to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. Short-term notes are
almost always issued on a so-called "grid" note basis, as described below. On
rare occasions, however, notes may be issued on a transactional basis. The
terms and conditions are similar under both arrangements.
UNITIL's current borrowing agreements, described above and attached as
Exhibits A-3, A-4 and A-5, are typical of the forms of short-term notes
proposed to be used by UNITIL. Short-term grid notes will be issued by UNITIL
to a particular lending institution prior to the first borrowing under the grid
note from that lender by UNITIL. The holder of the respective notes will
maintain the record of borrowings and repayments without the necessity of
issuing additional notes. UNITIL anticipates that the grid notes used may vary
from the forms described above to reflect customary terms or particular lending
practices and policies of different lending institutions, but otherwise will be
substantially similar.
UNITIL's present and proposed short-term borrowing arrangements provide,
and will provide, for borrowings at the so-called "base" or "prime" rates and
are subject to prepayment at the borrower's option. The borrowing rate shall
change as the base rate changes, but where applicable, the borrower shall pay
the higher of the base rate of 1/2 of one percent per annum above the daily
Federal Funds Rate published by the Federal Reserve Bank of New York. In
addition, short-term notes may provide informal borrowings at "sub-prime" or
"money market" rates which are to be made available on an offering or "when
available" basis. Money market rates are fixed rates. Under UNITIL's current
short-term borrowing arrangements, money market rate borrowings are not subject
to prepayment. Money market rate borrowings under the proposed facilities may
or may not be subject to prepayment. Money market rates are subject to
availability of funding sources.
Borrowings under the proposed credit agreements will not exceed the
shorter of the term of the particular line of credit or nine months.
Short-term notes issued on a transactional basis, will be dated as of the date
of issue, will have a maximum term of nine months and will bear interest at the
base or money market rate, described above.
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 to exceed .50% per annum of the total line of
credit. UNITIL may change its credit line arrangements and obtain additional
formal or informal credit lines over time. The continued availability of such
credit lines is subject to the continued review of the lending institutions.
In addition, UNITIL requests authority to renew and extend current
short-term borrowings under the existing and proposed facilities as such
borrowings mature, to refund such short-term borrowings with other, similar
short-term borrowings, to repay such short-term borrowings or to increase their
amount from time to time up to an aggregate amount of $15 million (the amount
authorized by the UNITIL Board of Directors). UNITIL requests that the
authority to undertake new short-term borrowing be granted from June 30, 1995
through June 30, 1997, provided that the maturity date of any such borrowing be
no later than June 30, 1997.
During the period form June 30, 1995 to June 30, 1997, UNITIL expects 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,
and (iv) other general purposes. A schedule showing monthly average, minimum
and maximum borrowings by UNITIL, for the two year period from March 1993 to
March 1995, is attached as Exhibit I-1.
B. Short-Term Borrowing by Subsidiaries
The Subsidiaries listed below request that they be authorized by the
Commission to incur short-term borrowings from any source, including the Money
Pool, in an aggregate principal amount at any one time outstanding not to
exceed the maximum limits(s) as follows:
CECo $ 5,000,000
E&H 5,000,000
FG&E 12,000 000
UNITIL Power 6,000,000
UNITIL Realty 7,000,000
UNITIL Resources 500,000
UNITIL Service 1,000,000
It is anticipated that all short-term borrowings by the Subsidiaries will
be made pursuant to the Pooling Agreement, as amended, and described below.
However, existing state regulatory approvals and subsidiary company board
resolutions do not prohibit the Subsidiaries from short-term borrowing outside
of the Pooling Agreement. Accordingly, the Subsidiaries seek Commission
authorization for short-term borrowing up to the limits authorized by their
respective boards of directors and state regulatory agencies (where applicable)
for short-term borrowing through the Pooling Agreement and through direct
borrowing from commercial banks. (See Exhibits D-1, D-2, and D-3)
The three retail operating company subsidiaries, CECo, E&H and FG&E, will
use the proceeds from their short-term borrowing primarily to meet working
capital requirements and provide interim financing for their respective
construction expenditures. In addition to construction and other physical
improvements, the funds will be used for normal debt and preferred stock
sinking fund redemptions.
These three subsidiaries estimate their annual capital expenditures
(primarily for normal construction and system improvements) to be as follows
during 1995 - 1997:
(in million of dollars)
1995 1996 1997
CECo 2.9 2.3 2.5
E&H 2.8 2.6 2.7
FG&E 6.5 5.7 4.7
UNITIL Power will use the proceeds from short-term borrowings primarily to
meet working capital requirements in connection with its power purchases.
Although such funds may be used to meet capital expenditure requirements in the
future, no such expenditures are planned at this time. The borrowing limit, as
approved by the NHPUC, was established by UNITIL Power to cover unexpected
contingencies and payments and timing differences. The borrowing limit reflects
the size of UNITIL Power's contractual purchased power arrangements and the
need for funding flexibility to enter into short-term purchased power
contracts, which may require payment on a more expedited payment basis.
UNITIL Realty will use the proceeds from short-term borrowings primarily
to meet interim financing requirements related to the construction of a new
UNITIL corporate headquarters building, the cost of which is currently
estimated to be approximately $6,000,000. In late 1993, UNITIL Realty first
received written notice that the State of New Hampshire intended to acquire the
current UNITIL corporate headquarters and related land located in Exeter, NH by
purchase or condemnation in connection with a major highway expansion project.
In February 1995 the State of New Hampshire took title to the property by
eminent domain. Preparations are currently being made to begin construction of
a new corporate headquarters and occupancy in the new building is currently
expected to occur in mid- to late- 1996. In addition, UNITIL Realty's
short-term borrowings may be used to cover payment timing differences
associated with ongoing operation and maintenance expenses on the current as
well as the new UNITIL corporate headquarters.
UNITIL Resources will use the proceeds from short-term borrowings
primarily to meet working capital requirements. Such funds are required to
satisfy cash requirements that may arise due to payment and timing
differences.
UNITIL Service will use the proceeds from short-term borrowings primarily
to meet working capital requirements primarily due to payment and timing
differences.
A schedule showing the monthly average, minimum and maximum borrowing
requirements for each of the Subsidiaries over the two year period from March
1993 through March 1995 is attached as Exhibit I-2. A projected statement of
cash flows by Subsidiaries for the years 1995, 1996 and 1997 is attached as
Exhibit I-3.
Any short-term borrowing from commercial banks undertaken by the
Subsidiaries will be under terms and conditions substantially similar to the
terms and conditions of the current short-term borrowing agreements between
UNITIL and its commercial banks described above in Section A. The Subsidiaries
propose to issue short-term notes pursuant to both formal and informal lines of
credit with lending institutions. Short-term notes will almost always be
issued on a so-called "grid" note basis, as described below. On rare
occasions, however, notes may be issued on a transactional basis. The terms
and conditions are similar under both arrangements. Short-term grid notes are
expected to be issued by a subsidiary to a particular lending institution prior
to the first borrowing under the grid note from that lender by the subsidiary.
The holder of the respective notes will maintain the record of borrowings and
repayments without the necessity of issuing additional notes. The Subsidiaries
anticipate that the grid notes used may vary from the forms described above, to
reflect customary terms of particular lending practices and policies of
different lending institutions, but otherwise will be substantially similar.
Short-term borrowing arrangements will provide for borrowings at the
so-called "base" or "prime" rates and will be subject to prepayment at the
borrower's option. The borrowing rate shall change as the base rate changes,
but where applicable, the borrower shall pay the higher of the base rate of 1/2
of one percent per annum above the daily Federal Funds Rate published by the
Federal Reserve Bank of New York. In addition, short-term notes may provide
informal borrowings at "sub-prime" or "money market" rates which are to be made
available on an offering or "when available" basis. Money market rates are
fixed rate loans and may or may not be subject to prepayment. Money market
rates are subject to availability of funding sources. Any borrowing at money
market rates will be at a rate not to exceed the prime rate for unsecured loans
by the same bank.
Borrowings under these credit agreements will not exceed the shorter of
the term of the particular line of credit or nine months. Short-term notes
issues on a transactional basis, will be dated as of the date of issue, will
have a maximum term of nine months and will bear interest at the base or money
market rate, described above.
The Subsidiaries request authority to secure both formal and informal
credit lines with a number of lending institutions. Formal credit lines 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 to exceed .50% per annum of the total line of credit. The
Subsidiaries may change their credit line arrangements and obtain additional
formal or informal credit lines over time.
C. Cash Pooling and Loan Agreement
With the exception of UNITIL Resources, all the Applicants currently
participate in the Money Pool pursuant to the Pooling Agreement among UNITIL
and the Subsidiaries dated as of February 1, 1985, as amended, attached as
Exhibit A-1. The Pooling Agreement allows UNITIL and the Subsidiaries to
invest their surplus funds and the Subsidiaries to borrow on an equal basis.
UNITIL Service administers the Money Pool for UNITIL and the Subsidiaries on an
"at cost basis". This arrangement is used to : (1) provide the Subsidiaries
with funds supplied internally by UNITIL and other Subsidiaries (i.e., surplus
funds) and from external sources (i.e., bank borrowings), as described below;
and (ii) invest surplus funds of UNITIL and the Subsidiaries in various
short-term money market instruments.
The Money Pool was approved by the New Hampshire Public Utilities
Commission in Order No. 17,373, attached as Exhibit D-4, and Massachusetts
Department of Public Utilities in M.D.P.U. 89-66, attached as Exhibit D-5.
UNITIL Realty, UNITIL Resources and UNITIL Service do not require public
utility commission authorization to participate in the Money Pool. (See
Exhibits D-4 and D-5).
Pursuant to the Pooling Agreement, the salient features of the Money Pool
are as follows:
Contributions to the Money Pool: UNITIL and the Subsidiaries contribute,
on a daily basis, available surplus funds not required to meet their own cash
funding requirements. These surplus funds are deposited in one or more common
bank accounts established and maintained for the Money Pool. Each Subsidiary
has an independent withdrawal authority with respect to the surplus funds which
it has contributed to the Money Pool.
Advances from the Money Pool: Each Subsidiary has equal standing to
request advances from the Money Pool. Under the Pooling Agreement, each
Subsidiary has the ability to obtain advances from the Money Pool that exceed
its contributions; provided, however, the aggregate of such advances does not
exceed the Subsidiary's short-term borrowing limits. To the extent possible,
advances are made, first, from surplus funds contributed to the pool by UNITIL
and/or the Subsidiaries, and second from UNITIL's bank borrowings, which are
made solely to meet the requirements of the Money Pool. Because working
capital requirements of the Subsidiaries are met directly through the Money
Pool, liquidity needs may require that UNITIL undertake bank borrowings even
though there may be surplus funds in the Money Pool. These surplus funds are
used to cover timing differences, principally related to the issuance and
clearing of checks, and are intended to prevent an overdraw of the accounts.
Each Subsidiary receiving an advance is required to repay the principal amount
of the advance to the Money Pool, together with interest accrued thereon,
within one year of the date on which the last advance was made. Each
Subsidiary may repay all or part or its advance, without penalty, at any time
at the option of that Subsidiary. There is no arrangement under the Money
Pool, formally or informally, that operating utility subsidiaries have a
priority over non-utility subsidiaries to receive advances from the Money Pool.
UNITIL is not permitted to receive advances from the Money Pool.
Interest Paid on Advances from the Money Pool: Each Subsidiary receiving
an advance is required to pay interest on the unpaid principal amount of the
advance to the Money Pool from the date of the advance until the principle
amount is paid in full. The interest paid on advances is based on the daily
interest charge calculated on: (1) advances made from surplus funds contributed
to the Money Pool, and (ii) advances made from UNITIL's bank borrowings for the
Money Pool. The interest rate on the proportion of advances made from surplus
funds is the daily rate of interest (with rare exception, the daily money
market rate) applicable to loans made or that would be made to UNITIL by the
bank designated from time to time as its "lead bank" (currently, the Bank of
Boston). This rate is the weighted average of rates applicable to loans that
are outstanding or that would be charged to UNITIL by such lead bank, which
rates would be the money market rate and/or the higher of the prime rate
charged by such lead bank or .50% over the daily Federal Funds Rate published
by the Federal Reserve Bank of New York.(5) Any borrowing at money market rates
will be at a rate not to exceed the prime rate for unsecured loans announced by
the same bank. The interest rate on the proportion of advances made from bank
borrowings is equal to the net average rate paid by UNITIL for all bank
borrowings, on any given day, used to meet the funding requirements of the
Money Pool, adjusted by the cost of any compensating balances, commitment fees
and fees paid to banks to maintain bank accounts and credit lines for purposes
of such borrowings. The net average rate is the weighted average of rates paid
to each bank lending to UNITIL at that time; such rates are not to exceed the
money market rate and/or the higher of the prime rate charged by such banks or
.50% over the daily Federal Funds Rate published by the Federal Reserve Bank of
New York.
(5) In the event that there are loans outstanding on that date, the Daily Rate
would be the rate at which UNITIL would borrow from its lead bank an amount
equal to the total surplus funds lent that day pursuant to the Mney Pool.
Bank Fees: The costs of compensating balances, commitment fees and fees
paid to banks to maintain bank accounts and credit lines for purposes of UNITIL
bank borrowings for the cash pool, are allocated pro rata, based on each
Subsidiary's aggregate principal amount of Money Pool advances for the prior
calendar year in relation to the aggregate principal amount of all Money Pool
advances for that year. Such costs and fees are provisionally allocated during
the year and adjusted at the end of each calendar year based on the
proportional distribution of the advances that actually occurred during that
period.
Interest Earned on Surplus Funds in the Money Pool: The interest earned
on the advances and investments of the surplus funds contributed to the Money
Pool is allocated, on a daily basis, in direct proportion to which UNITIL and
each subsidiary's contribution of surplus funds in the Money Pool bears to the
total amount of surplus funds in the cash pool. Daily interest earned on
surplus funds used for Money Pool advances is equivalent to the interest paid
by each Subsidiary receiving an advance from surplus funds. Daily interest
earned on short-term investments is equivalent to the interest paid on various
forms of short-term investments including: savings accounts, purchase of
commercial paper, repurchase agreements or similar short-term money market
investment vehicles. Funds not required to meet Money Pool advances are
normally invested in short-term investments, with the exception of funds
required to satisfy the Money Pool's liquidity requirements. Such idle surplus
funds also serve to reduce overall bank service charges.
Investment of Surplus Funds: When surplus funds available in the Money
Pool exceed the borrowing requirements of members of the Money Pool, the funds
in the Money Pool will be invested in one or a combination of the following
investments:
(1) interest-bearing bank accounts, including certificates of
deposit, insured presently up to $100,000 by the Federal
Deposit Insurance Corporation;
(2) obligations issued or guaranteed by the U.S. government, or by
any person controlled or supervised by and acting as an
instrumentality of the U.S. government pursuant to authority
granted by the U.S. Congress;
(3) obligations issued or guaranteed by any state or political
subdivision thereof, provided that such obligations are rated
for investment purposes at not less than "A" by Moody's
Investors Service, Inc., or by Standard & Poor's Corporation;
(4) U.S. Treasury and other direct obligations guaranteed by the
U.S. government, or by any person controlled or supervised by
and acting as an instrumentality of the U.S. government
pursuant to authority granted by the U.S. Congress, under
repurchase agreements with the market value of collateral of
at least 100% of repo value plus accrued interest, and with
delivery of securities to custodian banks;
(5) commercial paper rated not less than "P-1" by Moody's
Investors Service, Inc. or not less than "A-1" by Standard and
Poor's Corporation; and
(6) such other investments as are permitted by Section 9(c) of the
Act and Rule 40 thereunder.
Investment decisions are made in a manner designed first to preserve principal
and second to optimize returns.
Records and Administration: UNITIL Service is responsible for the
administration of the Pooling Agreement and for ensuring that all relationships
and arrangements in the Money Pool are in compliance with the terms of the
Pooling Agreement, all applicable regulatory approvals and the board
resolutions of UNITIL and the participating subsidiaries. In addition, UNITIL
Service is responsible for ensuring that all borrowings from, and contributions
to, the Money Pool will be documented. Each Applicant is responsible for
evidencing all of its borrowings and contributions on its books. UNITIL
Service is also responsible for the determination of all interest rates and
charges to be applied to advances outstanding and for the maintenance of daily
records of all outstanding advances, interest charges and accruals and interest
and principal payments.
Event of Default: In the event that a Subsidiary participating in the
Pooling Agreement defaults on some or all of its advance from the Money Pool,
such Money Pool debt would rank pari passu with all other unsecured debt of the
defaulting Subsidiary. There is no provision in any of the preferred stock of
any Subsidiary that provides that debt from the Money Pool would be subordinate
to such preferred stock. Any Money Pool debt would, in the ordinary course, be
subordinate to the secured debt of that Subsidiary, such as first mortgage
bonds. Presently, only CECo, E&H have secured debt outstanding. There are no
restrictions in the preferred stock instruments, secured debt or unsecured debt
of the Applicants which will restrict the ability of the Applicants to repay
their obligations under the Money Pool.
Two of the non-utility Subsidiaries, UNITIL Realty and UNITIL Service,
currently participate in the Pooling Agreement. The third non-utility
subsidiary, UNITIL Resources, is seeking the Commission's authorization to
allow it to operate under the Money Pool if and when it may elect to become a
party to the Pooling Agreement and upon the agreement of the other
participants. The addition of UNITIL Resources to the Money Pool would not
present a particular default risk to the Pooling Agreement.
UNITIL Resources provides power brokering and energy related consulting
services to non-affiliated companies. UNITIL Resources does not have its own
employees but instead contracts with UNITIL Service for the performance of any
consulting or other assignments it obtains. As a result, it is anticipated
that the work performed by UNITIL Resources will be performed by employees of
UNITIL Service. Moreover, the types of assignments which UNITIL Resources
undertakes are functionally related to the types of work and skills already
present in the UNITIL System and are reasonably incidental to the operation of
the UNITIL System. Because the services provided by UNITIL Resources are
essentially advisory in nature, it is expected that the business risks will not
be great. Consequently, the risk associated with this UNITIL Resources
participation in the Money Pool is not substantially different that the risk
posed by the other Subsidiaries that are currently authorized by the Commission
to participate in the Money Pool. In addition, the maximum borrowings by UNITIL
Resources would remain within the borrowing limits approved by this Commission.
The Money Pool offers several advantages to UNITIL and the Subsidiaries,
including: lower overall short-term borrowing costs; a mechanism for each
Subsidiary to earn a higher return on interest from surplus funds; and a
decreased reliance on external funding sources. Lower borrowing costs are
derived from the elimination of the additional banking fees that would be
required if each Subsidiary had to maintain its own lines of credit and borrow
on its own, and from reduction in the short-term cost of money when UNITIL
borrows, in the aggregate, on behalf of the Subsidiaries, as opposed to each
Subsidiary borrowing on its own. In addition, the Money Pool provides a
mechanism for each Subsidiary to earn short-term interest, on surplus funds
that are loaned to other Subsidiaries, at a rate normally charged by UNITIL's
lead bank instead of at the prevailing short-term investment rate. Overall, the
Money Pool arrangement allows UNITIL and the Subsidiaries to effectively
maximize the use of internally generated funds and, thereby, decrease the
reliance on external funding sources.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of UNITIL expected to be paid or
incurred, directly or indirectly, in connection with the transactions described
above are estimated as follows:
Commission filing fee relating to
Application on Form U-1 $2,000
Legal fees $3,000
Miscellaneous $1,000
Total $6,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7, 9(a),10 and 12(b) of the Act, and Rules 43 and 45, are
directly applicable to this application and declaration.
A. Bank Lines of Credit
Borrowings made under existing or proposed credit arrangements will not
exceed the shorter of the term of the particular line of credit or nine months.
However, UNITIL's borrowing has in the past exceeded, and will in the future,
it is anticipated, exceed, the 5% threshold required for the exemption from the
requirement of Commission approval provided by Section 6(b) of the Act.
Accordingly, UNITIL requests that the Commission allow this declaration to
become effective under Section 7 for a maximum of $15,000,000 in bank
borrowings by UNITIL. UNITIL believes this approval is vital to the interests
of UNITIL, its subsidiaries and its customers in order to give UNITIL and its'
subsidiaries the financial flexibility necessary to meet their capital
construction and working capital requirements, and to allow the UNITIL system
to optimize any future financing(s) by permitting UNITIL and its subsidiaries
to obtain the best terms and conditions, while increasing competition among
potential lenders for such financing(s).
B. Short-Term Borrowing by Subsidiaries
Each of the subsidiaries of UNITIL requests that this declaration be
allowed to become effective under Section 7 of the Act, with respect to the
borrowing limits discussed in Item 1.B. above.
C. Cash Pooling and Loan Agreement
The Applicants' request that they be allowed, pursuant to Sections 6(a),
7, 9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder, to lend to and
borrow from each other, provided that UNITIL shall not be allowed to borrow
from its subsidiaries, in accordance with the terms of the Pooling Agreement.
ITEM 4. REGULATORY APPROVALS
The Money Pool has already been approved by the Massachusetts Department
of Public Utilities and the New Hampshire Public Utilities Commission and the
short-term borrowing limits for CECo, E&H, and UNITIL Power have been approved
by the New Hampshire Commission. No state or federal commission other than the
Securities and Exchange 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 May
12, 1995, the requisite notice under Rule 23 with respect to the filing of this
Declaration, such notice to specify a date not later than June 19, 1995, as the
date after which an order granting and permitting this Declaration to become
effective may be entered by the Commission and that the Commission enter not
later than June 26, 1995, an appropriate order granting and permitting this
Declaration to become effective.
UNITIL respectfully requests 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 mater. 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
by made effective immediately upon the entry thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit Reference*
A-1 Cash Pooling and Loan Agreement and Exhibit A-5 to Form
First and Second Amendments thereto U-1 in File
70-8066
A-2 Proposed Form of Third Amendment to Filed herewith
Cash Pooling and
and Loan Agreement.
A-3 Line of Credit (represented by a Filed herewith
Promissory Note) from
the Bank of Boston dated June 21,
1994
A-4 Line of Credit and Guidance Facility Filed herewith
"Grid Notes" from
the Shawmut Bank N.A. dated July 1,
1994
A-5 Demand Note from Fleet Bank - New Filed herewith
Hampshire dated
July 13, 1994
D-1 New Hampshire Public Utilities Exhibit D-1 to
Commission Form
Order No. 19,540 U-1 in File
70-8066
D-2 New Hampshire Public Utilities Exhibit D-2 to
Commission Form
Order No. 19,541 U-1 in File
70-8066
D-3 New Hampshire Public Utilities Exhibit D-3 to
Commission Form
Order No. 18,416 U-1 in File
70-8066
D-4 New Hampshire Public Utilities Exhibit D-4 to
Commission Form
Order No. 18,416 U-1 in File
70-8066
D-5 Massachusetts Department of Public Exhibit D-5 to
Utilities Form
Order No. MDPU 89-66 U-1 in File
70-8066
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 Filed herewith
H-1 Proposed Form of Public Notice Filed herewith
I-1 Schedule of Monthly UNITIL Bank Filed herewith
Borrowings - Average,
Minimum and Maximum During the Period
June 30, 1993
through March 31, 1995
I-2 Schedule of Monthly Borrowing Filed herewith
Requirements of
UNITIL Subsidiaries - Average,
Minimum and Maximum
During the Period June 30, 1993
through March 31, 1995
I-3 UNITIL System Company Subsidiaries - Filed herewith
Projected
Statement of Cash Flows by
Subsidiaries for the Years
1995, 1996, 1997
* The exhibits referred to in this column by specific
designations and dates have heretofore been filed with
the Securities and Exchange Commission under such designations
and are hereby incorporated by
b) Financial Statements
Statement No. Description of Statement Reference*
1 Consolidated Condensed Statements of Exhibit 13.1
Earnings - Twelve 1994 Form 10-K
Months Ended December 31, 1994 File No. 1-8858
2 Consolidated Condensed Balance Sheets - Exhibit 13.1
December 31, 1994 1994 Form 10-K
File No. 1-8858
3 Consolidated Statements of Cash Flows - Exhibit 13.1
Twelve Months 1994 Form 10-K
Ended December 31, 1994 File No. 1-8858
4 Notes to Consolidated Condensed Financial Exhibit 13.1
Statements 1994 Form 10-K
File No. 1-8858
5 Pro Forma Balance Sheets and Income Filed herewith
Statements for UNITIL,
CECo, E&H, FG&E, UNITIL Power, UNITIL
Resources, and UNITIL
Service giving effect to requested maximum
authorized
borrowing limits
* The exhibits referred to in this column by specific designations and
dates have heretofore been filed with
the Securities and Exchange Commission under such designations and are
hereby incorporated by reference.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this application and
declaration involve a "major federal action" nor do they "significantly effect
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 transactions
that are subject of this application will result in changes in the operation of
the company that will have an impact on the environment. The company is not
aware of any federal agency which has prepared or is preparing an environmental
impact statement with respect to the transactions which are the subject of this
application.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this application-declaration
to be signed on their behalf by the undersigned thereunto duly authorized.
UNITIL CORPORATION
.
By: /s/ Gail A. Siart
Treasurer and Chief Financial Officer
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL SERVICE CORP.
By: /s/ Mark H. Collin
Treasurer
UNITIL RESOURCES, INC
By: /s/ George R. Gantz
President
Date: May 2, 1995
Exhibit A-2 Proposed Form of Third Amendment to Cash Pooling and Loan
Agreement
THIRD PROPOSED AMENDMENT TO
CASH POOLING AND LOAN AGREEMENT
This Third Amendment to the Cash Pooling and Loan Agreement is dated
_________________________________.
WHEREAS, UNITIL Corporation, a New Hampshire corporation ("UNITIL"),
Concord Electric Company, a New Hampshire corporation ("Concord"), Exeter &
Hampton Electric Company, a New Hampshire corporation ("Exeter"), Fitchburg Gas
and Electric Light Company, a Massachusetts Corporation, UNITIL Power Corp., a
New Hampshire corporation ("UNITIL Power"), UNITIL Reality Corp., a New
Hampshire corporation ("UNITIL Realty") and UNITIL Service Corp., a New
Hampshire corporation ("UNITIL Service") are parties to a Cash Pooling and Loan
Agreement dated as of February 1, 1985, as amended; and
WHEREAS, UNITIL has acquired all the outstanding capital stock of UNITIL
Resources, Inc., a New Hampshire Corporation ("UNITIL Resources"); and
WHEREAS, UNITIL Resources and each of the parties to the Agreement desire
that UNITIL Resources become a party to the Agreement; and
NOW, THEREFORE in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency is hereby acknowledged by each party to the others, the parties
hereto agree as follows:
1. UNITIL Resources is hereby admitted as a party to the Agreement and
shall be considered a "party" as defined therein for all purposes thereof. By
its execution hereof, UNITIL Resources agrees to be bound by all provisions of
the Agreement as if it were originally a party thereto.
2. All provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
UNITIL CORPORATION
By:_/s/ Michael J. Dalton___________________________________
Michael J. Dalton, President
By:_/s/ Gail A. Siart_______________________________________
Gail A. Siart, Treasurer and Chief Financial Officer
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By:_/s/ Michael J. Dalton___________________________________
Michael J. Dalton, President
By:_/s/ Mark H. Collin______________________________________
Mark H. Collin, Treasurer
UNITIL POWER CORP.
By:_/s/ James A. Daly_______________________________________
James A. Daly, President
By:_/s/ Mark H. Collin______________________________________
Mark H. Collin, Treasurer
UNITIL REALTY COMPANY
By:_/s/ Gail A. Siart_______________________________________
Gail A. Siart, President
By:_/s/ Mark H. Collin______________________________________
Mark H. Collin, Treasurer
UNITIL RESOURCES, INC.
By:_/s/ George R. Gantz_____________________________________
George R. Gantz, President
By:_/s/ Gail A. Siart_______________________________________
Gail A. Siart, Treasurer
UNITIL SERVICE CORP.
By:_/s/ Peter J. Stulgis____________________________________
Peter J. Stulgis, President
By:_/s/ Mark H. Collin______________________________________
Mark H. Collin, Treasurer
Exhibit A-3 Line of Credit - Bank of Boston
BANK OF BOSTON
June 20, 1994
Mr. Mark H. Collin
Assistant Vice President - Finance
UNITIL Service Corporation
216 Epping Road
Exeter, NH 03833
Dear Mark:
We are pleased to confirm the renewal of our $6 million unsecured line of
credit which will be available to UNITIL Corporation from June 21, 1994 to June
20, 1995.
Any borrowings under the line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this line
of credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of:
(a) the rate of interest announced publicly by the Bank in Boston,
Massachusetts, from time to time, as the Bank's base rate; or
(b) 1/2 of one percent per annum above the daily Federal Funds Effective Rate
published by the Federal Reserve Bank of New York in Report H-15.
In addition to the line, and for the same period ending June 20, 1995, we have
approved an informal Money Market lending arrangement for UNITIL. Under this
arrangement we will entertain Money Market loan requests for minimum amounts of
$500,000 at fixed rates out to sixty (60) days. Under no circumstances will the
prepayment of fixed rate loans be permitted; Money Market loans may be renewed
at rates as offered on their various maturities. At no time may the combination
of Alternate Base Rate loans and loans under the Money Market arrangement
exceed $6 million.
Please be aware that the Money Market arrangement is not a commitment to lend,
and from time to time. the Bank may choose not to quote a Money Market Rate for
any or all maturities.
In consideration for the availability of this line of credit, we will charge,
on a quarterly in arrears basis, a fee in lieu of balances equivalent of 3/8 of
1percent times the line amount. Attached is a fee schedule showing the amount
owed and the date on which the Bank will debit UNITIL's deposit account for the
fee. As is normally the case, this line of credit is available subject to our
continued satisfaction with the financial condition of UNITIL Corporation and
its subsidiaries and to no substantive changes in monetary or governmental
regulations.
THE FIRST NATIONAL BANK OF BOSTON. Boston. Massachusetts 02106
Upon your advice by telephone from time to time, we will lend you the agreed
amount at our quoted rate of interest by crediting such amount to your
designated account with us.
Borrowings will be evidenced by a Promissory Note in the form attached hereto.
Each borrowing and the corresponding information will be recorded the day of
the telephone call. Our corresponding advices of credit and debit will be
additional evidence of borrowings in the format described above, and you agree
that absent manifest error, this record shall be conclusive and binding.
This letter and the Promissory Note evidence your promise to pay all such
borrowings with interest on their respective maturity dates. Payment of the
principal amount of and interest on such borrowings shall be effected by
debiting the appropriate account with us on that day.
If the foregoing satisfactorily sets forth the terms and conditions of this
lending arrangement, please indicate your acceptance thereof by executing and
returning the attached copy of this letter and the attached Promissory Note.
We are delighted to provide this line of credit and look forward to the ongoing
development of our relationship.
Sincerely,
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Daniel G. Head, Jr.
Daniel G. Head, Jr.
Vice President
UNITIL Corporation
By: /s/ Gail A. Siart
Duly Authorized Officer
Dated: June 21, 1994
Name: Gail A. Siart
Title: Treasurer and Secretary
UNITIL CORPORATION
PROMISSORY NOTE
$6,000,000
Boston, Massachusetts
June 21, 1994
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of THE
FIRST NATIONAL BANK OF BOSTON (the "Bank"), at the head office of the Bank in
Boston, Massachusetts, the aggregate principal amount of all loans made by the
bank to the undersigned pursuant to the Letter Agreement, between the bank and
the undersigned dated June 20, 1994 as shown in the schedule attached hereto
(the "Note Schedule"), together with interest on each loan from the date such
loan is made until the maturity thereof at the applicable rate set forth in the
Note Schedule. The principal amount of each loan shall be payable on the
maturity date of such loan as indicated in the Note Schedule, and in any event,
the aggregate outstanding principal amount of all loans hereunder shall be due
and payable on June 20, 1995. Interest on the principal amount of each loan
shall be payable in arrears on the same day as the principal amount is due.
Any borrowings under the line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this line
of credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of: (I) the rate of interest
announced publicly by the Bank in Boston, Massachusetts, from time to time, as
the Bank's base rate; or (ii) 1/2 of one percent per annum above the daily
Federal Funds Effective Rate published by the Federal Reserve Bank of New York
in Report H-15. All payments shall be made in lawful currency of the United
States of America in immediately available funds.
Overdue payments of the principal of any loan (whether at stated maturity, by
acceleration or otherwise), and, to the extent permitted by law, overdue
interest, shall bear interest, payable on demand and compounded monthly, at a
rate per annum equal to two percent above the Alternate Base Rate.
If any of the following events of default shall occur ("Defaults"): (a)
default in the payment or performance of any of the Obligations or of any
obligations of the Obligor or its subsidiaries to others for borrowed money
or in respect of any extension of credit or accommodation in excess of
$500,000 which shall continue uncured for any applicable grace period; (b)
failure of any material representation or warranty, statement or information
in any documents or financial statements delivered to the Bank for the
purpose of inducing it to make or maintain any loan under this Note to be
true and correct; (c) failure of the undersigned to file any tax return, or
to pay or remit any tax, when due, except for taxes which UNITIL Corporation
is actively disputing and as to which UNITIL Corporation is maintaining
adequate reserves in accordance with Generally Accepted Accounting
Principles; (d) failure to furnish the holder promptly on request with
financial information about or to permit reasonable inspection by the holder
of books, records and properties of the Obligor; (e) the Obligor or its
subsidiaries
generally not paying its debts as they become due; (f) dissolution, termination
of existence, insolvency, business failure, appointment of a receiver or other
custodian of any part of the property of, assignment for the benefit of
creditors by, or the commencement of any proceedings under any bankruptcy of
insolvency laws by or against, the Obligor or its subsidiaries (g) change in
the condition or affairs (financial or otherwise) of the Obligor or its
subsidiaries which in the opinion of the holder will impair its security or
increase it risk; then immediately and automatically with respect to any
Defaults set forth in clauses (e) and (f) above, and thereupon or at any time
thereafter with respect to each other Default (such Default not having been
previously cured), at the option of the holder, all Obligations of the
undersigned shall be come immediately due and payable without notice or demand.
The Obligor waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence under this Note.
As used herein "Obligor" means any person primarily or secondarily liable
hereunder or in respect hereto; "Obligation" means any obligation hereunder or
otherwise of any Obligor to the holder whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising; and
"holder" means the payee or any endorsee of this Note who is in possession of
it, or the bearer hereof if this Note is at the time payable to the bearer.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right shall be effective unless in writing and
signed by the holder nor shall a waiver on one occasion be constructed as a bar
to or waiver of any such right or any future occasion.
The undersigned will pay on demand all costs of collection and attorneys' fees
paid or incurred by the holder in enforcing the Obligations of the Obligor.
Upon any advance under this Note, the Obligor is immediately required to
provide an executed copy of the Note including the date of the advance, the
principal amount of the advance, the maturity date, and the interest rate.
This instrument shall have the effect of an instrument executed under seal and
shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
UNITIL CORPORATION
By: /s/ Gail A. Siart
Name: Gail A. Siart
Title: Treasurer and Secretary
Date: June 21, 1994
Exhibit A-4 Line of Credit - Shawmut Bank
Philip A. Messina
Vice President
June 21, 1994
Mr. Mark Collin
Assistant Vice President - Finance
UNITIL Service Corporation
216 Epping Road
Exeter, NH 03833
Dear Mark:
I am pleased to inform you that Shawmut Bank, N.A. has approved a $3,000,000
current unsecured line of credit for use by UNITIL Corporation effective July
1, 1994 to expire June 30, 1995.
The interest rate for borrowings under this facility will be the lower of the
Corporate Base Rate or Money Market Rates on an offering basis. The
compensation for extending this facility will be a fee equal to three-eighths
(3/8) of one percent (1%) per annum, payable quarterly in arrears.
In addition, Shawmut Bank, N.A. has approved a $3,000,000 External Guidance
Line of Credit for use by UNITIL effective July 1, 1994. Borrowings under this
facility will be at Money Market Rates on an offering basis. This facility
carries no commitment fees and will expire on June 30, 1995. Please be advised
that this is not a commitment to lend, and as such, the making of any advances
under the Guidance Line of Credit will be within the Bank's sole and absolute
discretion.
If UNITIL Corporation agrees to the terms and conditions of this letter, please
arrange for the appropriate officer to sign the enclosed copy of this letter,
the Money Market Promissory and the Promissory Note ($3MM each), along with an
updated Corporate Resolution, and return them to me. Please have the "Witness"
section on the Note notarized, as I will not be there to witness the signature.
This commitment to lend will terminate on June 30, 1994 unless accepted to in
writing by UNITIL.
Please feel free to call me if you have any questions or comments.
Sincerely,
/s/ Philip A. Messina
Enclosures
UNITIL Corporation
READ AND AGREED:
By: /s/ Gail A. Siart
Title: Treasurer & Secretary
Date: June 22, 1994
Shawmut Bank, N.A. One Federal Street, OF-0308, Boston, Massachusetts 02211.
Telephone: 617-292-2969 A Shawmut National Company
Shawmut Bank
Money Market Promissory Note
$ 3,000,000.00 Date: July 1, 1994
FOR VALUE RECEIVED, UNITIL CORPORATION
(the "Borrower"), a New Hampshire corporation, hereby promises to pay to the
order of Shawmut Bank, N.A. (the "Bank") at the office of the Bank at One
Federal Street, Boston, Massachusetts 02211 or at such other address as the
holder hereof may designate, the principal sum of THREE MIILLION DOLLARS AND
NO/100 DOLLARS ($ 3,000,000.00 ), or the aggregate unpaid principal amount of
all advances made by the Bank to the Borrower hereunder, whichever is less, in
lawful money of the United States and to pay interest on each advance as set
forth below and to pay all taxes levied or assessed upon said advances against
any holder of this Note and to pay all costs, including attorneys' fees, costs
relating to the appraisal and/or valuation of assets and all costs incurred in
the collection, defense, preservation, administration, enforcement or
protection of this Note or in any guaranty or endorsement of this Note, or in
any litigation arising out of the transactions of which this Note or any
guaranty or endorsement of this Note is a part. All payments shall be applied
first to the payment of interest on the unpaid advances due under this Note and
the balance on account of the principal due under this Note.
This Note has been executed and delivered subject to the following terms and
conditions:
(I) Advances. This is not a commitment to make advances and the Bank may
refuse, in its sole discretion, to make any advances requested by the Borrower.
The making of an advance, at any time, shall not be deemed a waiver of, or
consent, agreement or commitment by the Bank to the making of any future
advance to the Borrower. If any advance is made, the Bank may, at its option,
record on the books and records of the Bank or endorse on Schedule I hereto, an
appropriate notation evidencing any advance, the interest rate applicable to
such advance, the date such advance is due, each repayment on account of the
principal thereof, and the amount of interest paid; and the Borrower authorizes
the Bank to maintain such records or make such notations and agrees that the
amount shown on the books and records or on said Schedule 1, as applicable, as
outstanding from time to time shall constitute the amount owing to the Bank
pursuant to this Note, absent manifest error. In the event the amount shown on
Schedule I conflicts with the amount noted as due pursuant to the books and
records of the Bank, the books and records of the Bank shall control the
disposition of the conflict.
(2) Repayment of Advances. The Borrower shall repay the aggregate unpaid
principal amount of all advances made by the Bank at the earlier of the date
such advance is due as set forth on Schedule I hereto (which may be on demand)
or June 30,
1995 (as such date may be extended, in writing from time to time, in the Bank's
sole and absolute discretion, the "Termination Date"). Base Rate Advances
(defined below) are demand advances. The Borrower and any endorser or guarantor
of this Note (herein a "Guarantor") acknowledges and agrees that the Bank may
make demand for payment of any Base Rate Advance at any time but, if not sooner
demanded, demand shall be deemed made on the Termination Date. The Bank is
hereby authorized (but not required) to charge principal and interest due on
this Note and all other amounts due hereunder to any account of the Borrower
when and as it becomes due.
(3) Interest Rate; Additional Charges; Fee. (a) The Bank shall notify the
Borrower of the interest rate applicable to each advance. If an advance bears
interest at a variable per annum rate equal to the Base Rate ("Base Rate
Advance") such advance will be payable on demand and interest thereon shall be
payable when and as billed (but not less than quarterly) and upon payment of
such Base Rate Advance. If an advance bears interest at a per annum Fixed Rate
("Fixed Rate Advance") such advance will be due and payable as set forth on
Schedule I hereto and interest thereon will be payable when and as billed (but
not less than quarterly) and on the date such advance is due. Upon default or
after the maturity date of any Fixed Rate Advance or upon the failure to pay
any Base Rate Advance on demand (by acceleration or otherwise as herein
provided) or after judgment has been rendered on this Note, the unpaid
principal balance of all advances shall, at the option of the Bank, bear
interest at a rate which is four (4) percentage points per annum greater than
the Base Rate. As used herein, the term "Base Rate" shall mean the interest
rate announced by the Bank from time to time as its Base Rate. Changes in the
rate of interest resulting from changes in the Base Rate shall take place
immediately without notice or demand of any kind. Interest on this Note shall
be computed on the basis of a 360-dav year and actual days elapsed.
(b) If the Bank shall deem applicable to this Note (including, in each case.
any borrowed and any unused portion thereof), any requirement of any law of the
United States of America, any regulation, order interpretation, ruling,
official directive or guideline (whether or not having the force of law) of the
Board of Governors of the Federal Reserve System, the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or any other board or
governmental or administrative agency of the United States of America which
shall impose, increase, modify or make applicable to this Note or cause this
Note to be included in any reserve. special deposit, calculation used in the
computation of regulatory capital standards, assessment or other requirement
which imposes on the Bank at any cost that is attributable to the maintenance
thereof, then, and in each such event, the Borrower shall promptly pay the
Bank, upon its demand, such amount as will compensate the Bank for any such
cost, which determination shall be based upon the Bank's reasonable allocation
of the aggregate of such costs resulting from such events. In the event any
such cost is a continuing cost, a fee payable to the Bank may be imposed upon
the Borrower periodically for so long as any such cost is deemed applicable to
the Bank, in an amount determined by the Bank to be necessary to compensate the
Bank for any such cost, which determination may be based upon the Bank's
reasonable allocation of the aggregate of such costs resulting from such
events. The determination by the Bank of the existence and amount of any such
additional costs shall, in the absence of manifest error, be conclusive.
(c) The Borrower agrees to pay to the Bank a review fee equal to $ N/A payable
in quarterly installments, as billed, for the purpose of defraying the Bank's
expense involved in continuing to review the condition of the Borrower and
determining whether the Bank will make requested advances to the Borrower.
(d) If, at any time, the rate of interest, together with all amounts which
constitute interest and which are reserved, charged or taken by Bank as
compensation for fees, services or expenses incidental to the making,
negotiating or collection of any advance evidenced hereby, shall be deemed by
any competent court of law, governmental agency or tribunal to exceed the
maximum rate of interest permitted to be charged by the Bank to the Borrower,
then, during such time as such rate of interest would be deemed excessive, that
portion of each sum paid attributable to that portion of such interest rate
that exceeds the maximum rate of interest so permitted shall be deemed a
voluntary prepayment of principal.
(4) Late Charge. The Bank may collect a late charge not to exceed five (5)
percent of any installment of interest or principal, or of any other amount due
to the Bank which is not paid or reimbursed within fifteen (15) days of the due
date thereof to defray the extra cost and expense involved in handling such
delinquent payment and the increased risk of non-collection. The minimum late
charge shall be $15.00.
(5) Prepayments; Charges. The Borrower may not prepay any Fixed Rate Advance
prior to the maturity date noted on Schedule I with respect to such Fixed Rate
Advance. The Borrower may prepay any Base Rate Advance at any time in whole or
in part without penalty or premium. In the event that a prepayment of a Fixed
Rate Advance is permitted or required hereunder and such prepayment results in
any loss (including any lost profit), cost or expense to the Bank, the Bank
shall notify the Borrower of the amount thereof and the Borrower shall
immediately pay such amount to the Bank. If, at any time, the aggregate
principal amount of all advances outstanding under this Note shall exceed the
maximum amount permitted by this Note, the Borrower shall immediately prepay so
much of the outstanding principal balance, together with accrued interest on
the portion of principal so prepaid, as shall be necessary in order that the
unpaid principal balance, after giving effect to such prepayments, shall not be
in excess of the maximum amount permitted by this Note. All such prepayments
shall be applied first to the payment of all interest accrued to the date of
prepayment and the remainder to the principal balances as instructed by the
Borrower.
(6) Financial Statements; Notice of Default. The Borrower shall deliver to the
Bank (a) within forty-five (45) days after close of each of the first three
quarters of each fiscal year of the Borrower, a balance sheet of the Borrower
as of the close of each quarter and statements of income and retained earnings
for that portion of the fiscal year-to-date then ended, prepared in conformity
with generally accepted accounting principles, applied on a basis consistent
with that of the preceding period or containing disclosure of the effect on
financial position or results of operations of any change in the application of
generally accepted accounting principles during the period, and certified by
the president or chief financial officer of the Borrower as accurate, true and
complete; (b) within ninety (90) days after the close of each fiscal year of
the Borrower, financial statements, including a balance sheet as of the close
of such fiscal year and statements of income and retained earnings and cash
flows for the year then ended, prepared in conformity with generally accepted
accounting principles, applied on a basis consistent with that of the preceding
year or containing disclosure of the effect on financial position or results of
operations of any change in the application of accounting principles during the
year and accompanied by a report thereon, containing an opinion, unqualified as
to scope, of a firm of independent certified public accountants selected by the
Borrower and acceptable to the Bank; (c) simultaneously with the delivery of
the financial statements required in paragraph 6(a) and 6(b) above, a
Certificate of Compliance certifying that, as at the end of the applicable
period, the Borrower is in full compliance with all covenants set forth in this
Note and in any document, instrument or agreement governing, evidencing or
securing this Note and certified by the president or chief financial officer of
the Borrower as accurate, true and complete; (d) promptly upon the Bank's
written request, such other information about the financial condition, business
and operations of the Borrower or any Guarantor as the Bank may, from time to
time, reasonably request; (e) within forty-five (45) days after each quarterly
period and within ninety (90) days after the close of each fiscal year of the
Borrower, the most recent year end balance sheet and statement of income and
retained earnings of each Guarantor in form and detail satisfactory to the Bank
signed by such Guarantor and certified as true, accurate and complete; and (f)
promptly on becoming aware of any Event of Default (as herein defined) or any
event but for the giving of notice or the passage of time would constitute an
Event of Default, notice thereof in writing.
(7) Events of Default. This paragraph applies only to Fixed Rate
Advances. Each of the following shall constitute an "Event of
Default" hereunder: (a) failure of Borrower or any Guarantor to pay
or perform any of its liabilities or obligations to Bank (whether
under this Note or otherwise and whether now existing or hereafter
arising) when due to be paid or performed; (b) default by the
Borrower or by any Guarantor in the payment of any other
indebtedness or obligation, whether direct or indirect, absolute or
contingent, or if any such other indebtedness or obligation shall be
accelerated, or if there exists any event of default under any note,
instrument, document or agreement evidencing, governing or securing
such other indebtedness or obligation; (c) the Bank believes that
any material adverse change in the assets, liabilities, financial
condition or business of Borrower or any Guarantor has occurred
since the date of any financial statements delivered to the Bank
before or after the date hereof; (d) failure by the Borrower to
comply with any covenant, term or condition contained in this Note;
(e) any representation or warranty made by the Borrower or any
Guarantor, at any time, to the Bank proves, at any time, to be
incorrect in any material respect; (f) failure by Borrower or any
Guarantor to comply with the terms of, or the occurrence of any
default under, this Note or any mortgage, guaranty, security
agreement or other agreement or document which may now or hereafter
govern, evidence or secure this Note or any guaranty or endorsement
of this Note; (g) any material loss, theft, substantial damage or
destruction of or to any collateral which may now or hereafter
secure this Note, or any guaranty or endorsement of this Note or to
a material portion of the property or assets of the Borrower or any
Guarantor shall occur; (h) sale or other disposition of or
encumbrance on any property of the Borrower or any Guarantor, except
as permitted by the Bank; (i) the making of any levy, seizure,
attachment, execution or similar process on any collateral which may
now or hereafter secure this Note or any other property of the
Borrower or any Guarantor; or (j) incompetency of, dissolution of,
termination of the existence of, insolvency of, business failure of,
application for or appointment of a receiver, trustee, conservator
or liquidator of any part of the property of, assignment for the
benefit of creditors by, or the commencement of any case or
proceeding (whether for the purpose of liquidation or rehabilitation
or otherwise) under any bankruptcy or insolvency laws of, by or
against Borrower or of, by, or against any Guarantor.
(8) Demand; Acceleration. All Base Rate Advances are payable on demand (whether
or not scheduled payments have been made), together with accrued interest
thereon, at the option of the Bank. In the case of any Fixed Rate Advances, at
any time upon the occurrence of an Event of Default hereunder or if Bank shall
in good faith believe that the prospect of payment or performance is impaired,
all advances outstanding hereunder, together with accrued interest thereon,
shall become immediately due and payable, at the option of the Bank, without
demand which is expressly waived by the Borrower and each Guarantor.
(9) Lien and Set Off. The Borrower and each Guarantor hereby give the Bank a
lien and right of set off for all of Borrower's and each Guarantor's
liabilities and obligations upon and against all the deposits, credits,
collateral and property of the Borrower and each Guarantor, now or hereafter in
the possession, custody, safekeeping or control of the Bank or any entity under
the control of Shawmut National Corporation or in transit to any of them. At
any time, without demand or notice, Bank may see off the same or any part
thereof and apply the same to any liability or obligation of the Borrower or
any Guarantor even though unmatured.
(10) PREJUDGMENT REMEDY WAIVER. BORROWER AND EACH GUARANTOR (1) ACKNOWLEDGE
THAT THE ADVANCES EVIDENCED BY THIS NOTE ARE PART OF A COMMERCIAL TRANSACTION
AND (2) TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL LAW, WAIVE THE RIGHT
ANY OF THEM MAY HAVE TO PRIOR NOTICE OF AND A HEARING ON THE RIGHT OF ANY
HOLDER OF THIS NOTE TO ANY REMEDY OR COMBINATION OF REMEDIES THAT ENABLES SAID
HOLDER, BY WAY OF ATTACHMENT, FOREIGN ATTACHMENT, GARNISHMENT OR REPLEVIN, TO
DEPRIVE BORROWER OR ANY GUARANTOR OF ANY OF THEIR PROPERTY. AT ANY TIME, PRIOR
TO FINAL JUDGMENT IN ANY LITIGATION INSTITUTED IN CONNECTION WITH THIS NOTE.
(11) WAIVER OF TRIAL BY JURY. THE BANK, THE BORROWER AND EACH GUARANTOR
IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER
INSTITUTED BY OR AGAINST THE BANK, THE BORROWER OR ANY GUARANTOR IN RESPECT OF
THIS NOTE OR ARISING OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING,
GOVERNING OR SECURING THIS NOTE.
(12) Waivers, Binding Effect, Miscellaneous.
(a) This Note shall be the joint and several obligation of Borrower and each
Guarantor and each provision of this Note shall apply to each and all jointly
and severally and to the property and liabilities of each.
(b) Borrower and each Guarantor waive presentment, demand, notice, protest,
notice of acceptance of this Note, notice of advances made, credit extended,
notice of nonpayment or other action taken in reliance hereon. With respect to
its liabilities, Borrower and each Guarantor assent to any extension or
postponement of the time of payment or any other indulgence, to the addition or
release of any party or person primarily or secondarily liable, to the
acceptance of partial payments thereon and the settlement. compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Bank may deem advisable.
(c) The Bank shall not be deemed to have waived any of its rights
unless such waiver be in writing and signed by the Bank. This Note
is the final, complete and exclusive statement of the terms
governing this Note. No delay or omission on the part of the Bank in
exercising any right shall operate as a waiver of such right or any
other right. A waiver on any one occasion shall not be construed as
a bar to or waiver of any right on any future occasion. All rights
and remedies of the Bank hereunder, under any document. instrument
or agreement evidencing, governing or securing this Note or under
all applicable laws shall be cumulative and may be exercised
singularly or concurrently.
(d) The provisions of this Note shall bind the successors and
assigns of the Borrower and each Guarantor and shall inure to the
benefit of the Bank, its successors and assigns.
(e) This Note shall be governed and construed under the laws of the
Commonwealth of Massachusetts.
(f) If any provision of this Note shall to any extent be held invalid or
unenforceable, then only such provision shall be deemed ineffective and the
remainder of this Note shall not be affected.
(13) Acknowledgment of Borrower. Borrower acknowledges receipt of a copy of
this Note, attests that each advance is to be used for general commercial
purposes and that no part of such proceeds will be used, in whole or in part,
for the purpose of purchasing or carrying any "margin stock" as such term is
defined in Regulation U of the Board of Governors of the Federal Reserve
System.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as a
sealed instrument.
Witness:
/s/ Mark H. Collin
State of New Hampshire County of Rockingham, ss.
UNITIL Corporation
By: Gail A. Siart
Its: Treasurer & Secretary
Subscribed and sworn before me, in my presence, this 23rd day of June, 1994.
/s/ Donna M. Carleton
Notary Public
Donna M. Carleton, Notary Public
My Commission Expires May 1, 1996
Exhibit A-5 Demand Note - Fleet Bank
Fleet Bank
July 12, 1994
Gail A. Siart, Treasurer
UNITIL Corporation
216 Epping Road
Exeter, NH 03 833
Dear Gail:
We are pleased to advise you that Fleet Bank-NH (the "Bank") has approved an
unsecured line of credit $2,000,000.00 for Unitil Corporation subject to the
Bank's periodic review. Unless renewed, this line will expire on June 30, 1995.
Advances hereunder or renewal hereof will be made only if in the opinion of the
Bank there has been no material change of circumstances and if there exists no
default under any loan documentation executed by you.
Loans under this lien shall bear interest at a rate per annum equal to Fleet
Bank-NH Base Rate as announced from time to time or a money-market based rate
as offered. our borrowing rate shall change as the Base Rate changes. Interest
at the Base Rate shall be payable monthly in arrears. Interest at the Money
Market Rate shall be payable in arrears (a) on the day following the making of
each advance bearing interest at the overnight Money market Rate and (b) on the
last day of the relevant term for each advance bearing interest at the term
Money Market Rate. Borrowings at Money market Rates are subject to availability
of funding sources and the continued legality of our offering such pricing
options. A commitment fee payable quarterly at the rate of 1/4 per cent
per annum shall apply to the total amount of this line. Fee shall be billed and
payable quarterly in arrears. Interest and fees are calculated on the basis of a
360-day year and actual days elapsed.
All Base Rate and Money Market Rate borrowings shall be evidenced by a
promissory note in the form attached and requiring execution prior to
initiation of the line. Each borrowing and the corresponding information will
be recorded in our computer data files. Our corresponding records of debits and
credits will be additional evidence of borrowings. You authorize us to keep the
official record or borrowing, under these facilities and you agree that, absent
manifest error, this record shall be conclusive and binding.
It would be helpful if you could give us advance notice of your intention to
borrow under this line in writing or by calling me at (603) 594-5093 or my
assistant, Diane Brodeur at (603) 594-5877.
Please indicate your acceptance of the commitment by returning the enclosed
copy of this letter signed by an authorized officer. Unless otherwise accepted,
the letter will expire 30 days after its issue date. I look forward to working
with you to support the financial needs of UNITIL. Please call if your have any
questions.
Thank you.
Sincerely,
/s/ John A. Hopper
John A. Hopper
Senior Vice President
The above terms are hereby understood and accepted.
UNITIL Corporation
/s/ Gail A. Siart Date: /s/ July 13, 1994
By: Gail A. Siart, Treasurer
UNITIL CORPORATION
DEMAND NOTE
$2,000,000.00
July 13, 1994
ON DEMAND, for value received, UNITIL CORPORATION (the "Borrower") hereby
promises to pay to FLEET BANK-NH, a Bank incorporated under the laws of the
State of New Hampshire with a place of business at One Indian Head Plaza,
Nashua, New Hampshire, (the "Bank"), on order, TWO MILLION DOLLARS
($2,000,000.00) or, if less, the aggregate principal amount of advances by the
Bank to the Borrower hereunder, pursuant to the letter agreement between the
Bank and the undersigned dated July 13 , 1994, with interest on each such
advance from the date thereof at a rate per annum equal to (a) the Money Market
Facilities Rate or (b) Base Rate, as elected by the Borrower. As used herein,
"Money Market Facilities Rate" means the overnight or term money market
facilities interest rate per annum which is communicated to the Borrower by the
Bank in respect of an advance evidenced hereby and which is accepted by the
Borrower for such advance evidenced hereby or which is so communicated and is
hereby deemed to be so accepted as a result of the Borrower's failure either to
communicate its nonacceptance thereof or to repay such advance on the date when
made. As used herein, "Base Rate" means the interest rate per annum from time
to time announced and made effective by the Bank as the Base Rate or, as the
case may be, the Base, reference or other similar rate then designated by it
for general commercial lending reference purposes, it being understood that
such rate is a reference rate, not necessarily the lowest, established from
time to time which serves as the basis upon which effective rates of interest
are calculated for loan making reference thereto. The effective rate of
interest for each advance making reference to the Base Rate shall change when
and as the Base Rate changes. Interest at the Base Rate shall be billed and
payable monthly in arrears; interest at the Money Market Facility Rate shall be
payable in arrears (a) on the day following the making of each advance bearing
interest at the overnight Money Market Rate and (b) on the last day of the
relevant term for each advance bearing interest at the term Money Market
Facilities Rate. A commitment fee at the rate of l/4% per annum shall apply to
the full amount of the line. Interest and fees shall be calculated on the basis
of actual days elapsed and a 360-day year. Fees shall be billed and payable
quarterly in arrears. The Bank is authorized to charge the Borrower's deposit
account(s) maintained with the Bank to effect any payment on this Note.
The Borrower agrees to pay upon default costs of collection
including reasonable fees of attorneys. Upon the occurrence of a
Default (as defined below) and until the payment of principal of all
loans outstanding hereunder, and all interest with respect thereto,
all outstanding principal amounts due hereunder and, to the extent
permitted by law, overdue interest with respect thereto, shall bear
interest, payable on demand and compounded daily, at a rate per
annum of two percent (2%) above the greater of (i) the Base Rate or
(ii) the rate applicable to such loan prior to the date such loan
was due. If any of the following events of default shall occur
("Defaults"): (a) default in the payment or performance of any of
the Obligations or of any obligations of any Obligor to others for
borrowed money or in respect of any extension of credit or
accommodation; (b) failure of any representation or warranty,
statement or information in any documents or financial statements
delivered to the Bank for the purpose of inducing it to make or
maintain any loan under this Note to be true and correct; (c)
failure of the undersigned to file any tax return, or to pay or
remit any tax, when due; (d) failure to furnish the holder promptly
on request with financial information about, or to permit inspection
by the holder of books, records and properties of, any Obligor; (e)
loss, theft, substantial damage, sale or encumbrance to or of any
property constituting any collateral for the Obligations, or the
making of any levy, seizure or attachment thereof or thereon or the
failure to pay when due any tax thereon or, with respect to any
insurance policy, any premium therefore; (f) default under any
instrument constituting, or under any agreement relating to, any
collateral; (g) any Obligor generally not paying its (debts as they
become due; (h) death, dissolution, termination of existence,
insolvency, business failure, appointment of a receiver or other
custodian of any part of the property of, assignment for the benefit
of creditors by, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against, any Obligor; (i) change
in the condition or affairs (financial or otherwise) of which in the
opinion of the holder will impair its security or increase its risk;
then immediately and automatically with respect to any Defaults set
forth in clauses (g) and (h) above, and thereupon or at any time
thereafter with respect to each other Default (such Default not
having been previously cured), at the option of the holder, all
Obligations of the undersigned shall become immediately due and
payable without notice or demand and, if there is any collateral for
the Obligations, the holder shall then have in any jurisdiction
where enforcement hereof is sought, in addition to all other rights
and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code as in effect in the State of New Hampshire.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Every
one of the undersigned and every endorser or guarantor of this Note regardless
of the time order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or
postponements of the time of payment or any other indulgences, to any
substitutions, exchanges or releases of collateral if at any time there be
available to the holder collateral for this Note, and to the additions or
releases of any other parties or persons primarily or secondarily liable. With
respect to any claim arising out of this Note, this Borrower (a) irrevocably
submits to the non-exclusive jurisdiction of the courts of the State of New
Hampshire, and to the jurisdiction of all courts to which an appeal may be
taken from such courts, and (b) expressly waives, to the fullest extent it may
effectively do so under applicable law, any objection which it may at any time
have as to venue in such courts, that any suit, action or proceeding therein
has been brought in an inconvenient forum, that any such court lacks
jurisdiction over it or as to the service of process upon it in accordance with
applicable law
All rights and obligations hereunder shall be governed by the law of the State
of New Hampshire.
/s/ Mark H. Collin By: /s/ Frank L. Childs
Witness Frank L. Childs
Title: Executive Vice President
/s/ Mark H. Collin By: /s/ Gail A. Siart
Witness Gail A. Siart
Title: Treasurer
State of /s/ New Hampshire
County of /s/ Rockingham
On this the /s/13th day of /s/July, 1994, before me, /s/Wilbur R. Ralph the
undersigned notary or justice, personally appeared Frank L. Childs, who
acknowledged himself to be the Executive Vice President, of UNITIL Corporation,
a corporation, and that he, as such authorized officer, being authorized so to
do, executed for foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as such authorized officer.
/s/ Wilbur R. Ralph
Notary Public
My commission expires /s/ 8/25/98
State of /s/ New Hampshire
County of /s/ Rockingham
On this the /s/13th day of /s/July, 1994, before me, /s/Wilbur R. Ralph the
undersigned notary or justice, personally appeared Gail A. Siart, who
acknowledged herself to be the Treasurer, of UNITIL Corporation, a corporation,
and that she, as such authorized officer, being authorized so to do, executed
for foregoing instrument for the purposes therein contained, by signing the
name of the corporation by herself as such authorized officer.
/s/ Wilbur R. Ralph
Notary Public
My commission expires /s/ 8/25/98
Exhibit G-1 Financial Data Schedules - See attached documents
Exhibit H-1 Proposed Form of Public Notice
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - )
Filings Under the Public Utility Holding Company Act of 1935
, 1995
UNITIL Corporation (70- )
UNITIL Corporation ("UNITIL"), 216 Epping Road, Exeter, New Hampshire
03833, a New Hampshire corporation and a registered holding company under the
Public Utility Holding Company Act of 1935 ("the Act"), together with its
wholly owned subsidiary companies, Concord Electric Company (CECo"), 1 Maquire
Street, Concord, New Hampshire 03302, Exeter & Hampton Electric Company
("E&H"), 114 Drinkwater Road, Kensington, New Hampshire 03833, Fitchburg Gas
and Electric Light Company (FG&E), 285 John Fitch Highway, Fitchburg,
Massachusetts 01420, UNITIL Power Corp. ("UNITIL Power"), 216 Epping Road,
Exeter, New Hampshire 03833, UNITIL Realty Corp. ("UNITIL Realty"), 216 Epping
Road, Exeter, New Hampshire 03833, UNITIL Resources, Inc. ("UNITIL
Resources"), 216 Epping Road, Exeter, New Hampshire 03833, and UNITIL Service
Corp. ('UNITIL Service"), 216 Epping Road, Exeter, New Hampshire 03833
(collectively the "Subsidiaries" and together with UNITIL the "Applicants"),
have filed a declaration pursuant to Sections 6(a), 7, 9(a), 10 and 12(b) of
the Act, and Rules 43 and 45 thereunder.
The Applicants request authorization to continue to make short-term
borrowings up to stated maximum borrowing limits and to operate the system
money pool ("Money Pool) pursuant to the Cash Pooling and Loan Agreement among
UNITIL and each Subsidiary dated as of February 1, 1995, as amended (the
"Agreement"), through June 30, 1997. In an order dated March 29, 1993, (the
"March 1993 Order"), UNITIL and each Subsidiary (with the exception of UNITIL
Resources which was not a applicant-declarant) are currently authorized to make
unsecured short-term borrowings and to operate the Money Pool through June 30,
1995 (File No. 70-8066; HCAR 25773; March 29, 1993). Under this
application-declaration, UNITIL Resources seeks the Commission's authorization
to make unsecured short-term borrowings and to operate under the Money Pool ,
if and when it may elect to join the Money Pool and upon the agreement of the
other participants, pursuant to the same terms and conditions as authorized in
the March 1993 Order for the other Applicants.
UNITIL proposes to continue to borrow up to $15 million in short-term
borrowings on a revolving basis under current and proposed unsecured facilities
("Facilities") from different banks. Borrowing under the Facilities will not
exceed the shorter term of the particular line of credit or nine months.
UNITIL is currently engaged in short-term borrowings from three banks under the
following facilities: a $6 million line of credit (represented by a promissory
note) from the Bank of Boston dated June 21, 1994; a $3 million line of credit
from Shawmut Bank dated July 1, 1994; a $3 million guidance facility offering
money market rate loans on a "when available" basis with Shawmut Bank dated
July 1, 1994; and a $2 million demand note from Fleet Bank-New Hampshire dated
July 13, 1994.
Interest on loans made to UNITIL under the Facilities are and would be
charged at a rate not to exceed the higher of (a) the lending bank's own base
rate and (b) fifty basis points over the Federal Funds rate. Additionally,
certain loans under the Facilities may be available at money market rates,
which would not be in excess of such lending bank's base rate. Loans made
under the Facilities are and would be prepayable at UNITIL's option.
Commitment fees under the existing facilities range form one-quarter of one
percent to three-eighths of one percent of the total line of credit, except for
the above referenced money market facility from Shawmut Bank which carries no
commitment fee. Commitment fees on the proposed facilities could range up to
one-half on one percent of the total line of credit.
Proceeds from the Facilities will be added to the general funds of UNITIL
and the Subsidiaries and will be used for (i) loans to the Subsidiaries through
the Money Pool as described below, (ii) payment of indebtedness, or (iii)
general purposes.
Further, each Subsidiary requests authorization through June 30, 1997 to
borrow funds pursuant to formal and informal credit lines ("Subsidiary
Facilities") with certain lending institutions up to the following limits:
CECo -- $5 million; E&H -- $5 million; FG&E -- $12 million; UNITIL Power --
$6 million; UNITIL Realty -- $7 million; UNITIL Resources - $0.5 million; and
UNITIL Service -- $1 million.
Obligations by a Subsidiary to repay loans made under the Subsidiary
Facilities would be evidenced by notes ("Notes") which would in all cases
mature not more than nine months after the date of issuance or renewal thereof.
Each Note issued to a lending bank under one of the Subsidiary Facilities would
bear an interest rate that would not exceed the higher of (a) such lending
bank's own base rate and (b) fifty basis points over the Federal Funds rate.
Additionally, certain loans under the Subsidiary Facilities might be available
at money market rates, which would not be in excess of such lending bank's base
rate. Loans made to a Subsidiary under the Subsidiary Facilities would be
prepayable at such Subsidiary's option, except for those made at money market
rates which may or may not be prepayable. Commitment fees under the Subsidiary
Facilities could range up to one-half of one percent of the total line of
credit. Proceeds from the borrowing by the Subsidiaries under the Subsidiary
Facilities would be used for the interim financing of capital expenditures,
temporary working capital needs, repayment of debt and preferred stock
servicing requirements.
UNITIL and each Subsidiary also request authorization to continue to
operate under the Money Pool pursuant to the Agreement. Under the Agreement,
UNITIL and each Subsidiary lend their surplus funds to the Money Pool and the
Subsidiaries borrow these surplus funds on a short-term basis for up to
one-year. UNITIL participates in the Money Pool only insofar as it has funds
available for lending through the Money Pool.
The Agreement allows each Subsidiary access to surplus funds in the Money
Pool on an equal footing. To the extent total available funds contributed to
the Money Pool are insufficient to meet the short-term borrowing needs of a
Subsidiary, the Agreement allows such Subsidiary to borrow proceeds of the
Facilities contributed to the Money Pool by UNITIL for that purpose. However,
liquidity needs may require that UNITIL fund a loan made by a Subsidiary under
the Agreement through bank borrowings even though there may be surplus funds
in the Money Pool. The aggregate principal amount of borrowings by a
Subsidiary under the Money Pool outstanding at any one time through June 30,
1997 will not , when take together with the outstanding obligations of such
Subsidiary under a Subsidiary Facility, be in excess of the limit described
above for that Subsidiary.
The daily interest rate applicable to any borrowing of surplus funds by a
Subsidiary pursuant to the Agreement will be the daily rate in effect on
outstanding borrowings loaned to UNITIL by its then-designated lead bank
("Daily Rate"). The Daily Rate on any day is the weighted average of rates
paid by UNITIL to such lead bank for loans outstanding on that day, If no
loans are outstanding, the Daily Rate would be the rate UNITIL would pay such
lead bank for an amount equal to the total surplus funds lent that day by
UNITIL to the Subsidiaries. These rates are and would be (a) the higher of
(i) such lead banks' own base rate and (ii) fifty basis points over the
Federal Funds rate, and/or (b) money market rates which would not be in
excess of such banks' base rate.
The daily interest rate charged to a Subsidiary for a loan under the
Agreement funded by a bank borrowing will equal the average rate paid by UNITIL
for all bank borrowings used on any day to meet the funding requirements of the
Money Pool, adjusted by the cost of any compensating balances, commitment fees
and fees paid to banks to maintain bank accounts and credit lines for purposes
of such borrowing. The individual rates making up such average rate paid by
UNITIL to a bank are and would be (a) the higher of (i) such bank's own
base rate and (ii) fifty basis points over the Federal Funds rate, and/or (b)
money market rates which would not be in excess of such banks base rate.
All borrowings through the Money Pool (a) are evidenced on the books of
each Subsidiary that is borrowing or contributing funds through the Money Pool,
(b) are repayable no later than one year after such borrowing was made and
(c) may be prepaid without penalty by such Subsidiary at any time.
The Money Pool is administered at cost by UNITIL Service. All costs of
compensating balances, commitment fees and fees paid to banks to maintain bank
accounts and credit lines for purposes of UNITIL bank borrowings from the Money
Pool are allocated pro-rata, based on each Subsidiary's aggregate principal
amount of Money Pool borrowings for the prior calendar year in relation to the
aggregate principal amount of all Money Pool borrowings for that year.
The Agreement further allows UNITIL and each Subsidiary to earn interest
on contributed surplus funds borrowed by another Subsidiary pursuant to the
Agreement at a rate equal to the Daily Rate. Funds contributed to the Money
Pool by a Subsidiary that are not in use funding a loan to a Subsidiary may be
temporally invested in: (a) federally insured savings accounts and
certificates of deposit, (b) obligations issued or guaranteed by the U.S.
government or an instrumentality thereof, (c) obligations issued by any state
or political subdivision thereof which are assigned at least an "A" by Moody's
Investor Service, Inc. or "S-1" by Standard & Poor's Corporation ("S&P"), (d)
U.S. Treasury and other direct obligations guaranteed by the U.S. government,
or instrumentality thereof, under repurchase agreements, (e) commercial paper
rated "P-1" by Moody's or S&P, or (f) such other investments as are permitted
by Section 9(c) of the Act and Rule 40 thereunder. Surplus funds contributed
by a Subsidiary may be withdrawn by that Subsidiary at any time.
Exhibit I-1 Schedule of Monthly UNITIL Bank Borrowings
UNITIL CORPORATION
SCHEDULE OF MONTHLY UNITIL BANK BORROWINGS
AVERAGE, MINIMUM AND MAXIMUM
DURING THE PERIOD JUNE 30, 1993 THROUGH MARCH 30, 1995
MONTHLY BANK BORROWINGS
Month Average Minimum Maximum
June 1993* ** ** **
July ** ** **
August ** ** **
September ** ** **
October 239,194 0 1,365,000
November 2,108,710 0 4,090,000
December 6,567,742 4,185,000 8,400,000
January 1994 7,464,355 5,820,000 9,000,000
February 5,897,581 4,845,000 7,155,000
March 5,119,194 3,500,000 6,740,000
April 4,942,581 2,880,000 6,570,000
May 3,928,226 2,925,000 5,215,000
June 4,760,484 3,530,000 6,310,000
July 4,836,613 2,835,000 6,695,000
August 3,601,774 2,165,000 5,000,000
September 4,310,484 2,565,000 6,300,000
October 2,912,903 0 6,445,000
November ** ** **
December ** ** **
January 1995 ** ** **
February ** ** **
March ** ** **
* Includes the period June 30, 1993-June 31, 1993.
** No bank borrowings during this period.
Schedule I-2 Schedule of Monthly Borrowing Requirements of UNITIL
Subsidiaries
UNITIL CORPORATION
SCHEDULE OF MONTHLY BORROWINGS BY UNITIL SUBSIDIARIES
AVERAGE, MINIMUM AND MAXIMUM
DURING THE PERIOD JUNE 30,1993 THROUGH MARCH 31, 1995
Monthly Borrowings of Subsidiaries
Subsidiary Month Average Minimum Maximum
CONCORD
June 1993* 2,655,179 2,652,196 2,658,162
July 2,210,043 925,399 3,776,043
August 2,043,188 497,345 3,247,266
September 2,368,494 1,101,699 3,701,958
October 3,031,213 2,235,390 4,767,498
November 3,156,255 1,690,703 4,086,178
December 3,160,674 1,901,571 4,522,799
January 1994 3,305,841 1,819,497 4,510,218
February 2,822,641 1,420,036 4,103,213
March 2,781,004 1,221,199 4,294,313
April 3,325,993 1,916,217 4,525,238
May 3,229,348 1,990,756 4,300,108
June 2,859,239 1,519,995 4,010,171
July 3,091,479 1,575,315 4,487,687
August 2,712,467 1,288,049 4,590,631
September 3,480,330 1,780,989 4,580,959
October 2,442,785 0 4,580,959
November 356,158 0 1,139,759
December 316,251 0 1,582,153
January 1995 582,624 0 1,939,895
February 541,198 0 1,848,288
March 538,654 0 1,579,640
EXETER
June 1993* 2,531,969 2,529,406 2,534,532
July 1,654,047 307,928 3,283,509
August 1,619,412 33,302 3,146,881
September 1,722,167 393,061 3,411,286
October 2,647,927 1,761,176 4,529,528
November 2,804,963 1,374,224 4,031,355
December 2,852,994 1,825,890 4,626,033
January 1994 2,919,608 1,780,695 3,902,091
February 3,061,661 1,620,430 4,622,509
March 3,001,247 1,493,270 4,790,302
April 3,366,086 2,103,358 4,440,758
May 3,005,991 1,773,022 4,551,149
June 3,526,641 2,131,926 4,810,172
July 3,239,562 1,815,947 4,775,185
August 2,672,989 1,391,583 4,853,522
September 3,397,775 1,700,828 4,896,827
October 2,223,584 0 4,896,827
November ** ** **
December 58,854 0 549,667
January 1995 191,939 0 1,190,061
February 164,202 0 981,052
March 200,569 0 1,038,122
FITCHBURG
June 1993* 381,607 381,348 381,865
July 927,866 481,926 1,625,559
August 811,866 426,236 1,232,074
September 1,534,698 725,147 2,001,982
October 2,708,315 1,891,542 3,872,844
November 3,430,933 2,820,265 4,322,497
December 5,945,608 3,819,244 6,660,039
January 1994 6,367,946 6,129,660 7,036,846
February 5,765,521 4,321,471 6,410,544
March 3,626,399 2,819,879 4,729,157
April 3,730,481 2,630,988 4,297,162
May 2,734,439 2,021,505 4,068,575
June 2,415,605 1,431,762 3,526,347
July 2,617,483 2,054,609 2,870,759
August 2,256,216 1,784,976 3,140,380
September 2,522,429 1,926,452 3,850,535
October 3,673,815 3,077,880 4,171,213
November 3,691,556 3,084,757 4,297,818
December 4,547,406 3,976,972 5,337,216
January 1995 4,093,365 3,515,394 4,841,040
February 2,847,365 1,791,027 3,827,146
March 596,851 0 1,604,466
UNITIL Power
June 1993* ** ** **
July ** ** **
August ** ** **
September ** ** **
October ** ** **
November ** ** **
December ** ** **
January 1994 1,990 0 32,583
February 74,490 0 443,364
March 117,209 0 1,729,801
April ** ** **
May 515 0 15,969
June 145,541 0 801,455
July 236,045 0 926,181
August 263,874 356,552 2,037,088
September 5,876 0 176,278
October ** ** **
November ** ** **
December ** ** **
January 1995 ** ** **
February ** ** **
March ** ** **
UNITIL
Service
June 1993* 58,374 58,312 58,436
July 59,863 0 181,897
August 76,173 0 382,184
September 163,652 0 379,252
October 109,217 0 185,007
November 156,614 0 359,564
December 130,568 0 221,034
January 1994 233,160 0 379,475
February 307,954 0 491,996
March 204,704 0 475,663
April 302,279 0 447,012
May 188,365 0 440,093
June 274,869 0 642,278
July 431,996 0 694,276
August 395,024 0 667,290
September 458,669 0 599,590
October 480,202 0 763,005
November 522,623 41,795 791,510
December 478,756 0 653,243
January 1995 364,608 0 715,925
February 431,794 0 846,504
March 248,588 0 378,655
UNITIL NONE
Realty
* Includes the period June 30, 1993-June 31, 1993.
** No bank borrowings during this period
Schedule I-3 UNITIL System Company Subsidiaries - Projected
Statement of Cash Flows
UNITIL CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
BY SUBSIDIARIES
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands UNITIL UNITIL UNITIL UNITIL
of Dollars) Concord Exeter Fitchburg Power Realty Service Resources
Cash
Requirements
Capital
Requirements 2,946 2,714 6,312 - 2,358 - -
Retire LT
Debt and
Preferred
Stock 15 156 117 - 1,963 - -
Incr. in
Working 212 -352 -359 283 - 215 23
Capital
Short-term
Debt (Invest)
Beginning
of Period 1,045 115 4,953 -5,397 -354 597 -78
Total
Cash Require. 4,218 2,633 11,023 -5,114 3,967 812 -55
Sources of
Funds
Depreciation 1,261 1,632 3,693 - 12 330 -
& Amort.
Deferred
Tax & AFUDC 284 79 -19 - -14 -58 -
Net Income
Less Div. 528 337 792 32 -42 - 192
Eminent
Domain 2,000
Proceeds
Sources
of Funds 2,073 2,048 4,466 32 1,956 272 192
Net Cash
Requirements 2,145 585 6,557 -5,146 2,011 540 -247
External
Funding
Issuance of
LT Debt
Outstanding
Short-term 2,145 585 6,557 -5,146 2,011 540 -247
Debt
Maximum
Authorization
Requested 5,000 5,000 12,000 6,000 7,000 1,000 500
UNITIL CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
BY SUBSIDIARIES
FOR TWELVE MONTHS ENDED DECEMBER 31, 1996
(In Thousands UNITIL UNITIL UNITIL UNITIL
of Dollars)
Concord Exeter Fitchburg Power Realty Service Resources
Cash
Requirements
Capital 2,323 2,573 5,666 - 4,766 - -
Requirements
Retire LT
Debt and
Preferred 665 656 117 - 46 - -
Stock
Incr. in 304 161 138 1,401 - 580 34
Working
Capital
Short-term
Debt (Invest)
Beginning 2,145 585 6,557 -5,146 -354 540 -247
of Period
Total 5,437 3,975 12,478 -3,745 4,458 1,120 -213
Cash Require.
Sources of
Funds
Depreciation 1,306 1,680 3,852 - 87 342 -
& Amort.
Deferred 316 123 -292 - - -58 -
Tax & AFUDC
Net Income 500 425 2,229 34 117 - 203
Less Div.
Eminent 2,097
Domain
Proceeds
Sources 2,122 2,228 5,789 34 2,301 284 203
of Funds
Net Cash 3,315 1,747 6,689 -3,779 2,157 836 -416
Requirements
External
Funding
Issuance of
LT Debt
Outstanding 3,315 1,747 6,689 -3,779 2,157 836 -416
Short-term
Debt
Maximum
Authorization
Requested 5,000 5,000 12,000 6,000 7,000 1,000 500
UNITIL CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
BY SUBSIDIARIES
FOR TWELVE MONTHS ENDED DECEMBER 31, 1997
(In Thousands UNITIL UNITIL UNITIL UNITIL
of Dollars)
Concord Exeter Fitchburg Power Realty Service Resources
Cash
Requirements
Capital 2,522 2,741 4,656 - - - -
Requirements
Retire LT
Debt and
Preferred 665 656 117 - 97 - -
Stock
Incr. in 276 141 87 1,503 - 600 34
Working
Capital
Short-term
Debt (Invest)
Beginning 3,315 1,747 6,689 -6,581 2,711 836 -416
of Period
Total 6,778 5,285 11,549 -5,078 2,808 1,436 -382
Cash Require.
Sources of
Funds
Depreciation 1,355 1,732 3,945 - 174 354 -
& Amort.
Deferred 304 108 -123 - - -67 -
Tax & AFUDC
Net Income 502 423 2,223 31 320 - 207
Less Div.
Eminent
Domain
Proceeds
Sources 2,161 2,263 6,045 31 494 287 207
of Funds
Net Cash 4,617 3,022 5,504 -5,109 2,314 1,149 -589
Requirements
External
Funding
Issuance of
LT Debt
Outstanding 4,617 3,022 5,504 -5,109 2,314 1,149 -589
Short-term
Debt
Maximum
Authorization
Requested 5,000 5,000 12,000 6,000 7,000 1,000 500
UNITIL CORPORATION
CONSOLIDATED BALANCE SHEETS (A)
December
ASSETS 31, 1994 Adjustments Pro Formed
Utility Plant (at cost):
Electric $142,311,415 $142,311,415
Gas 25,652,522 25,652,522
Common 9,783,183 9,783,183
Construction Work in Progress 1,029,681 1,029,681
Utility Plant 178,776,801 178,776,801
Less: Accumulated Depreciation 57,203,799 57,203,799
Net Utility Plant 121,573,002 121,573,002
Miscellaneous Property & Investments 137,698 137,698
(at cost)
Current Assets:
Cash 3,810,123 3,810,123
Accounts Receivable - Less Allowance
for
Doubtful Accounts 13,281,686 13,281,686
Advances to Subsidiaries 15,000,000 (E) 15,000,000
--
Materials and Supplies (at average 2,089,979 2,089,979
cost)
Prepayments 408,701 408,701
Accrued Revenue and Deferred Fuel 2,292,297 2,292,297
Costs
Total Current Assets 21,882,786 15,000,000 36,882,786
Deferred Debits:
Unamortized Debt Expense (amortized
over
term of securities) 955,931 955,931
Unamortized Cost of Abandoned
Properties
(being amortized through 2017) 28,772,838 28,772,838
Prepaid Pension Costs 5,801,714 5,801,714
Other 25,397,492 25,397,492
Total Deferred Debits 60,927,975 60,927,975
TOTAL $204,521,461 $15,000,000 $219,521,461
UNITIL CORPORATION
CONSOLIDATED BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity $59,997,198 (407,870) (D) $59,589,328
Preferred Stock, Non-Redeemable, 225,000 225,000
Non-Cumulative
Preferred Stock, Redeemable, 3,868,600 3,868,600
Cumulative
Long-term Debt 65,288,231 65,288,231
Total Capitalization 129,379,029 (407,870) 128,971,159
Current Liabilities:
Long-term Debt Due Within One Year 292,090 292,090
Notes Payable 15,000,000 (F) 15,000,000
--
Accounts Payable 12,491,041 12,491,041
Dividends Declared 152,210 152,210
Customers' Deposits and Refunds 2,482,779 2,482,779
Taxes Accrued (345,243) (256,630) (B) (601,873)
Interest Accrued 1,376,477 664,500 (C) 2,040,977
Capitalized Lease Obligations 460,152 460,152
Other 2,546,878 2,546,878
Total Current Liabilities 19,456,384 15,407,870 34,864,254
Deferred Credits:
Unamortized Investment Tax Credit 2,006,168 2,006,168
Other 9,212,872 9,212,872
Total Deferred Credits 11,219,040 11,219,040
Deferred Income Taxes 41,089,619 41,089,619
Capitalized Lease Obligations 3,377,389 3,377,389
TOTAL $204,521,461 $15,000,000 $219,521,461
UNITIL CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues:
Electric $134,096,627 $134,096,627
Gas 18,694,703 18,694,703
Other 624,560 624,560
Total Operating Revenues 153,415,890 153,415,890
Operating Expenses:
Fuel and Purchased Power 82,655,038 82,655,038
Gas Purchased for Resale 11,139,311 11,139,311
Operating and Maintenance 29,591,318 29,591,318
Depreciation 6,129,617 6,129,617
Amortization of Cost of Abandoned 1,605,640 1,605,640
Properties
Provisions for Taxes:
Local Property and Other 4,384,032 4,384,032
Federal and State Income 4,137,430 (256,630) (B) 3,880,800
Total Operating Expenses 139,642,386 (256,630) 139,385,756
Operating Income 13,773,504 256,630 14,030,134
Non-operating Income 62,887 62,887
Gross Income 13,836,391 256,630 14,093,021
Income Deductions:
Interest on Long-term Debt 4,889,041 4,889,041
Other Interest Charges 909,151 664,500 (C) 1,573,651
Total Income Deductions 5,798,192 664,500 6,462,692
Net Income 8,038,199 (407,870) (D) 7,630,329
Less Dividends on Preferred Stock 291,543 291,543
Net Income Applicable to Common $7,746,656 ($407,870) $7,338,786
Stock
UNITIL CORPORATION
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $15,000,000 level from external sources and the
corresponding impact on expenses and Net Income.
B. The reduction in taxes reflects the rise in interest expenses which
reduces net income for
tax purposes. Average tax rates - Federal 31.62% State 7.00%
.
C. The nonrecoverable interest costs on Notes Payable from
external sources ($15,000,000)
is reflected in higher annualized interest expense at an average bank
borrowing rate of 4.43%.
D. The effect of lower Net Income and Retained Earnings reflects the impact
of the higher net interest expense.
E. Assumes all borrowings are made on behalf of the affiliates and lent to
them, and these advances become receivables to UNITIL.
F. Reflects the incremental increase in Notes Payable to the $15,000,000
level
Concord Electric Company
BALANCE SHEETS (A)
December
ASSETS: 31, 1994 Adjustments Pro Formed
Utility Plant (at original cost) $36,046,437 $3,954,896 (E) $40,001,333
Less: Accumulated Depreciation 10,147,242 10,147,242
Net Utility Plant 25,899,195 3,954,896 29,854,091
Non-operating Property (at cost) 18,218 18,218
Miscellaneous Investments (at cost) 5,609 5,609
Current Assets:
Cash 170,209 170,209
Accounts Receivable: Less
Allowance for Doubtful Accounts 3,478,792 3,478,792
Materials and Supplies
(at average cost) 255,683 255,683
Prepayments 18,718 18,718
Accrued Revenue 1,140,282 1,140,282
Total Current Assets 5,063,684 5,063,684
Deferred Debits:
Unamortized Debt Expense (amortized
over term of securities) 325,910 325,910
Organization Costs 104,853 104,853
Prepaid Pension Costs 1,159,301 1,159,301
Other 3,775,656 3,775,656
Total Deferred Debits 5,365,720 5,365,720
TOTAL $36,352,426 $3,954,896 $40,307,322
Concord Electric Company
BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock, No Par Value
Authorized -- 250,000 shares
Outstanding -- 131,745 shares $1,467,426 $1,467,426
Capital stock expense (40,572) (40,572)
Retained Earnings 8,026,008 (115,633) (D) 7,910,375
Total Common Equity 9,452,862 (115,633) 9,337,229
Non-redeemable Preferred Stock
Non-Cumulative Preferred Stock, 6%
$100 Par Value
Authorized: 2,250 shares
Outstanding: 2,250 shares 225,000 225,000
Redeemable Preferred Stock
Cumulative Preferred Stock,
$100 Par Value; 8.70% series
Authorized: 5,000 shares
Outstanding: 2,300 shares 230,000 230,000
Long-term Debt 14,052,000 14,052,000
Total Capitalization 23,959,862 (115,633) 23,844,229
Current Liabilities:
Long-term Debt Due Within One Year 32,000 32,000
Notes Payable 1,045,104 3,954,896 (F) 5,000,000
Accounts Payable 192,191 192,191
Due to Affiliates 3,244,859 3,244,859
Dividends Declared 208,641 208,641
Customers' Deposits 407,082 407,082
Taxes Accrued (14,863) (59,569) (B) (74,432)
Interest Accrued 437,659 175,202 (C) 612,861
Total Current Liabilities 5,552,673 4,070,529 9,623,202
Deferred Credits:
Unamortized Investment Tax Credit 443,281 443,281
Construction Advances 167,373 167,373
Other 1,450,637 1,450,637
Total Deferred Credits 2,061,291 2,061,291
Deferred Federal Income Tax 4,778,600 4,778,600
TOTAL $36,352,426 $3,954,896 $40,307,322
Concord Electric Company
STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues $44,464,344 $44,464,344
Operating Expenses:
Electricity Purchased for Resale 34,263,743 34,263,743
Operating Expenses, Other 3,883,862 3,883,862
Maintenance 511,602 511,602
Depreciation 1,203,273 1,203,273
Provisions for Taxes:
Local Property 907,580 907,580
Federal Income 346,480 (59,569) (B) 286,911
Deferred Federal Income 289,140 289,140
Amortization of Investment
Tax Credit (47,521) (47,521)
State Income 19,133 19,133
Deferred State Income
Other 500,959 500,959
Total Operating Expense 41,878,251 (59,569) 41,818,682
Operating Income 2,586,093 59,569 2,645,662
Non-operating (Expense) Income 2,184 2,184
Gross Income 2,588,277 59,569 2,647,846
Income Deductions:
Interest on Long-term Debt 1,007,740 1,007,740
Amortization of Debt Expense 30,508 30,508
Other Interest Charges 167,125 175,202 (C) 342,327
Gross Income Deductions 1,205,373 175,202 1,380,575
Net Income 1,382,904 (115,633) 1,267,271
Less Dividends on Preferred Stock 33,510 33,510
Net Income Applicable to
Common Stock $1,349,394 ($115,633) (D) $1,233,761
CONCORD ELECTRIC COMPANY
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $5,000,000 level and the corresponding impact on expenses
and Net Income.
B. The reduction in taxes reflects the rise in interest expenses which
reduces net income for
tax purposes. Average tax rates - Federal 34.00% State 0.00% (Company
pays no state
income tax, only a state gross receipts tax which would not be impacted by
higher interest
expense).
C. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
D. The effect of lower Net Income and Retained Earnings reflects the impact
of the higher
net interest expense.
E. Assumes all borrowings are made to fund additions to the Company's Utility
Plant.
F. Reflects the incremental increase in Notes Payable to the $5,000,000
level.
Exeter & Hampton Electric Company
BALANCE SHEETS (A)
December
ASSETS: 31, 1994 Adjustments Pro Formed
Utility Plant (at original cost) $44,884,357 $4,782,488 (E) $49,666,845
Less: Accumulated Depreciation 15,045,613 15,045,613
Net Utility Plant 29,838,744 4,782,488 34,621,232
Non-operating Property and 506 506
Investments
Current Assets:
Cash 102,607 102,607
Accounts Receivable -- less
allowance for doubtful accounts 3,482,830 3,482,830
Materials & Supplies (at avg cost) 252,962 252,962
Prepayments 13,497 13,497
Accrued Revenue 706,613 706,613
Total Current Assets 4,558,509 4,558,509
Deferred Debits:
Unamortized Debt Expense
(amortized over term of 226,151 226,151
securities)
Organization Costs 108,694 108,694
Prepaid Pension Costs 1,836,936 1,836,936
Other 4,141,132 4,141,132
Total Deferred Debits 6,312,913 6,312,913
TOTAL $40,710,672 $4,782,488 $45,493,160
Exeter & Hampton Electric Company
BALANCE SHEETS (A)
December
31, 1994 Adjustmenst Pro Formed
Capitalization:
Common Stock Equity:
Common Stock, $5 par value:
Authorized -- 300,000 shares
Outstanding -- 195,000 shares $975,000 $975,000
Premium on common stock 1,005,875 1,005,875
Capital stock expense (91,334) (91,334)
Retained Earnings 8,997,352 (139,830) (D) 8,857,522
Total Common Stock Equity 10,886,893 (139,830) 10,747,063
Redeemable Preferred Stock
Preferred Stock, $100 par value
Authorized -- 25,000 shares
Outstanding:
5% Dividend Series - 1,050 105,000 105,000
shares
6% Dividend Series - 1,750 175,000 175,000
shares
8.75% Dividiend Series - 3,443 344,300 344,300
shares
8.25% Dividend Series - 4,360 436,000 436,000
shares
Total Redeemable Preferred 1,060,300 1,060,300
Stock
Long-term Debt 15,421,000 15,421,000
Total Capitalization 27,368,193 (139,830) 27,228,363
Current Liabilities:
Long-term Debt Due Within One Year 112,000 112,000
Notes Payable 217,512 4,782,488 (F) 5,000,000
Accounts Payable 189,398 189,398
Due to Affiliates 3,423,316 3,423,316
Dividends Declared 248,586 248,586
Customers' Deposits 984,546 984,546
Taxes Accrued (62,814) (72,034) (B) (134,848)
Interest Accrued 485,817 211,864 (C) 697,681
Total Current Liabilities 5,598,361 4,922,318 10,520,679
Deferred Credits:
Unamortized Investment Tax Credit 423,916 423,916
Construction Advances 467,058 467,058
Other 671,848 671,848
Total Deferred Credits 1,562,822 1,562,822
Deferred Federal Income Tax 6,181,296 6,181,296
TOTAL $40,710,672 4,782,488 $45,493,160
Exeter & Hampton Electric
Company
STATEMENTS OF EARNINGS
(A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating $46,567,107 $46,567,107
Revenues
Operating
Expenses:
Electricity 36,042,226 36,042,226
Purchased for
Resale
Operating 3,908,021 3,908,021
Expenses,
Other
Maintenance 531,232 531,232
Depreciation 1,557,347 1,557,347
Provisions 0
for Taxes:
Local 612,099 612,099
Property
Federal 460,547 (72,034) (B) 388,513
Income
Deferred 217,879 217,879
Federal
Income
0
Amortization
of Investment
Tax (48,452) (48,452)
Credit
State 18,874 18,874
Income
Deferred 0
State Income
Other 545,792 545,792
Total 43,845,565 (72,034) 43,773,531
Operating
Expense
Operating 2,721,542 72,034 2,793,576
Income
Non-operating 13,125 13,125
Income
(Expense)
Gross Income 2,734,667 72,034 2,806,701
Income
Deductions:
Interest on 1,033,173 1,033,173
Long-term
Debt
Amortization 9,947 9,947
of Debt
Expense
Other 194,326 211,864 (C) 406,190
Interest
Charges
Gross 1,237,446 211,864 1,449,310
Income
Deductions
Net Income 1,497,221 (139,830) (D) 1,357,391
Less 81,846 81,846
Dividends on
Preferred
Stock
Net Income
Applicable to
Common $1,415,375 ($139,830) $1,275,545
Stock
EXETER & HAMPTON ELECTRIC COMPANY
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $5,000,000 level and the corresponding impact on expenses
and Net
Income.
B. The reduction in taxes reflects the rise in interest expenses which
reduces net income for
tax purposes. Average tax rates - Federal 34.00% State 0.00% (Company
pays no state
income tax, only a state gross receipts tax which would not be impacted by
higher interest
expense).
C. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
D. The effect of lower Net Income and Retained Earnings reflects
the impact of the higher
net interest expense.
E. Assumes all borrowings are made to fund additions to the Company's Utility
Plant.
F. Reflects the incremental increase in Notes Payable to the $5,000,000
level.
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
CONSOLIDATED BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
ASSETS
Utility Plant (at cost):
Electric $61,749,978 $61,749,978
Gas 25,652,522 25,652,522
Common 4,564,721 4,564,721
Construction Work in Progress 590,824 7,158,960 (E) 7,749,784
Total Utility Plant 92,558,045 7,158,960 99,717,005
Less: Accumulated Depreciation 29,163,369 29,163,369
Net Utility Plant 63,394,676 7,158,960 70,553,636
Miscellaneous Physical Property (at 14,387 14,387
cost)
Investments (at cost) 11,227 11,227
Current Assets:
Cash 323,739 323,739
Accounts Receivable - Less
Allowance for Doubtful Accounts 6,228,560 6,228,560
Materials and Supplies (at average 1,581,334 1,581,334
cost)
Prepayments 316,282 316,282
Accrued Revenue 1,477,279 1,477,279
Total Current Assets 9,927,194 9,927,194
Deferred Debits:
Unamortized Debt Expense (amortized
over term of securities) 388,205 388,205
Unamortized Cost of Abandoned 28,772,838 28,772,838
Properties
Prepaid Pension Costs 3,074,632 3,074,632
Other 16,457,779 16,457,779
Total Deferred Debits 48,693,454 48,693,454
TOTAL $122,040,938 $7,158,960 $129,199,898
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
CONSOLIDATED BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock, $10 par value $12,446,290 $12,446,290
Authorized - 2,000,000 shares
Outstanding - 1,244,629 shares
Premium on Common Stock 10,182,857 10,182,857
Paid in Capital - stock options (1,890) (1,890)
Capital Stock Expense (1,549,956) (1,549,956)
Retained Earnings 11,223,702 (195,042) (D) 11,028,660
Total Common Stock Equity 32,301,003 (195,042) 32,105,961
Redeemable Preferred Stock:
Cumulative Preferred Stock, $100
par value
Authorized - 99,820 shares
5-1/8% Series
Outstanding - 11,501 shares 1,108,100 1,108,100
8% Series
Outstanding - 15,323 and 15,401 1,470,200 1,470,200
shares
Total Redeemable Preferred Stock 2,578,300 2,578,300
Long-Term Debt 34,000,000 34,000,000
Total Capitalization 68,879,303 (195,042) 68,684,261
Current Liabilities:
Long-term Debt Due Within One Year
Notes Payable 4,841,040 7,158,960 FB) 12,000,000
Accounts Payable 4,310,242 4,310,242
Dividends Declared 889,949 889,949
Customers' Deposits and Refunds 1,091,151 1,091,151
Taxes Accrued (233,289) (122,100) (B) (355,389)
Interest Accrued 453,001 317,142 (C) 770,143
Capitalized Lease Obligations 275,893 275,893
Total Current Liabilities 11,627,987 7,354,002 18,981,989
Deferred Credits:
Unamortized Investment Tax Credit 1,138,971 1,138,971
Other 6,455,955 6,455,955
Total Deferred Credits 7,594,926 7,594,926
Deferred Income Taxes 30,710,747 30,710,747
Capitalized Lease Obligations 3,227,975 3,227,975
TOTAL $122,040,938 $7,158,960 $129,199,898
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues:
Electric $43,517,708 $43,517,708
Gas 18,694,703 18,694,703
Total Operating Revenues 62,212,411 62,212,411
Operating Expenses:
Electricity Purchased for Resale 19,116,799 19,116,799
Fuel Used in Electric Generation 1,601,066 1,601,066
Gas Purchased for Resale 11,139,311 11,139,311
Operating Expenses, Other 11,375,433 11,375,433
Maintenance 1,956,172 1,956,172
Depreciation 2,882,809 2,882,809
Amortization of Cost of Abandoned 1,605,640 1,605,640
Properties
Provisions for Taxes:
Federal Income 2,531,458 (100,471) (B) 2,430,987
Deferred Federal Income (261,932) (261,932)
State Income 520,205 (21,629) (B) 498,576
Deferred State Income 77,514 77,514
Amortization of Investment Tax (114,703) (114,703)
Credit
Local Property 1,147,588 1,147,588
Other 333,618 333,618
Total Operating Expenses 53,910,978 (122,100) 53,788,878
Operating Income 8,301,433 122,100 8,423,533
Non-operating Income 20,885 20,885
Gross Income 8,322,318 131,153 8,444,418
Interest and Other Expenses:
Interest on Long-term Debt 2,568,562 2,568,562
Other Interest Charges 729,983 317,142 (C) 1,047,125
Amortization of Debt Expense 19,340 19,340
Total Interest and Other 3,317,885 317,142 3,635,027
Expenses
Net Income 5,004,433 (195,042) (D) 4,809,391
Less Dividends on Preferred Stock 176,186 176,186
Net Income Applicable to Common $4,828,247 ($195,042) $4,633,205
Stock
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $12,000,000 level and the corresponding impact on expenses
and Net
Income.
B. The reduction in taxes reflects the rise in interest expenses which
reduces net income for
tax purposes. Average tax rates - Federal 31.68 State 6.82%.
C. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
D. The effect of lower Net Income and Retained Earnings reflects the impact
of the higher
net interest expense.
E. Assumes all borrowings are made to fund additions to the Company's Utility
Plant.
F. Reflects the incremental increase in Notes Payable to the $12,000,000
level.
UNITIL REALTY CORP.
BALANCE SHEETS (A)
December
ASSETS 31, 1994 Adjustments Pro Formed
Utility Plant 3,108,868 7,000,000 (B) 10,108,868
Less: Accumulated Depreciation 1,022,911 1,022,911
Net Utility Plant 2,085,957 7,000,000 9,085,957
Nonutility Property (less Depr) 87,750 87,750
Current Assets:
Cash 354,364 354,364
Prepayments 413 413
Total Current Assets 354,777 354,777
Deferred Debits:
Unamortized Debt Expense 15,665 15,665
Misc Deferred Debits 68,410 68,410
Accum. Deferred Income Taxes 85,776 85,776
Total Deferred Debits 169,851 169,851
TOTAL $2,698,335 $7,000,000 $9,698,335
UNITIL REALTY CORP.
BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock $1,000 $1,000
Premium on Common Stock 325,000 325,000
Retained Earnings 371,999 371,999
Total Common Stock Equity 697,999 697,999
Long-Term Debt 1,963,322 1,963,322
Total Capitalization 2,661,321 2,661,321
Current Liabilities:
Long-term Debt Due Within One Year - - -
Notes Payable 7,000,000 (C) 7,000,000
--
Accounts Payable 33,456 33,456
Interest Accrued 0
--
Taxes Accrued 3,558 3,558
Total Current Liabilities 37,014 7,000,000 7,037,014
TOTAL $2,698,335 $7,000,000 $9,698,335
UNITIL REALTY CORP.
STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues 616,375 616,375
Operating Expenses:
Operating Expenses, Other 125,108 125,108
Depreciation 144,569 144,569
Provisions for Taxes: 0
Federal Income 47,807 47,807
Deferred Federal Income (11,565) (11,565)
State Income 10,549 10,549
Deferred State Income (1,558) (1,558)
Local Property and Other 27,330 27,330
Total Operating Expenses 342,240 342,240
Operating Income 274,135 274,135
Non-operating Income (expense) 15,377 15,377
Gross Income 289,512 289,512
Income Deductions:
Interest on Long-term Debt 215,683 215,683
Other Interest Charges 0
--
Amortization of Debt Expense 4,087 4,087
Net Income Deductions 219,770 219,770
Net Income $69,742 $69,742
UNITIL REALTY CORP.
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $7,000,000 level.
B. Assumes all borrowings are made to fund the projected building project and
pay for
capitalized interest.
C. Reflects the incremental increase in Notes Payable to the $7,000,000
level.
UNITIL SERVICE CORP.
BALANCE SHEETS (A)
December
31,
ASSETS 1994 Adjustments Pro Formed
Utility Plant 2,109,594 2,109,594
Less: Accumulated Depreciation 1,755,165 1,755,165
Net Utility Plant 354,429 354,429
Current Assets:
Cash 29,120 29,120
Accounts Receivable 948,733 420,931 (B) 1,369,664
Prepayments 4,667 4,667
Total Current Assets 982,520 420,931 1,403,451
Deferred Debits:
Clearing Accounts 224,770 224,770
Misc Deferred Debits 514,715 514,715
Total Deferred Debits 739,485 739,485
TOTAL $2,076,434 $420,931 $2,497,365
UNITIL SERVICE CORP.
BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock $1,000 $1,000
Retained Earnings 1,688 1,688
Total Common Stock Equity 2,688 2,688
Capital Leases - Noncurrent 149,414 149,414
Total Capitalization 152,102 152,102
Current Liabilities:
Notes Payable 596,925 403,075 (E) 1,000,000
Accounts Payable 864,871 864,871
Capital Leases - Current 184,259 184,259
Misc Current Liabilities 782,457 782,457
Interest Accrued 17,856 (F) 17,856
--
Taxes Accrued (8,933) (8,933)
Total Current Liabilities 2,419,579 420,931 2,840,510
Accum Deferred Income Taxes (495,247) (495,247)
TOTAL $2,076,434 $420,931 $2,497,365
UNITIL SERVICE CORP.
STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues 616,375 420,931 (B) 1,037,306
Operating Expenses:
Operating Expenses, Other 125,108 403,075 (C) 528,183
Depreciation 144,569 144,569
Provisions for Taxes: 0
Federal Income 47,807 47,807
Deferred Federal Income (11,565) (11,565)
State Income 10,549 10,549
Deferred State Income (1,558) (1,558)
Local Property and Other 27,330 27,330
Total Operating Expenses 342,240 403,075 745,315
Operating Income 274,135 17,856 291,991
Non-operating Income (expense) 15,377 15,377
Gross Income 289,512 17,856 307,368
Income Deductions:
Interest on Long-term Debt 215,683 215,683
Other Interest Charges 17,856 17,856
--
Amortization of Debt Expense 4,087 4,087
Net Income Deductions 219,770 17,856 (D) 237,626
Net Income $69,742 $0 $69,742
UNITIL SERVICE CORP.
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $1,000,000 level and the corresponding impact on Operating
Revenues
and expense.
B. Assumes all general and interest costs incurred will be billable through
the respective
Service Agreements to the client companies and will become a receivable of
the Company until paid.
C. Reflects increased general expenses paid during the period by higher
borrowings.
D. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
E. Reflects the incremental increase in Notes Payable to the $1,000,000
level.
F. Recognizes all accrued interest expense due to the affiliates.
UNITIL RESOURCES, INC.
BALANCE SHEETS (A)
December
ASSETS 31, 1994 Adjustments Pro Formed
Current Assets:
Cash 98,715 500,000 (E) 588,715
Accounts Receivable 65,565 65,565
Misc. Current Assets 8,948 8,948
Total Current Assets 173,228 500,000 673,228
Deferred Debits 1,483 1,483
TOTAL $174,711 $500,000 $674,711
UNITIL RESOURCES, INC.
BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock $100 $100
Premium on Common Stock 9,900 9,900
Retained Earnings 130,264 (13,596) (D) 116,668
Total Capitalization 140,264 (13,596) 126,668
Current Liabilities:
Notes Payable 500,000 (F) 500,000
--
Accounts Payable 52,003 52,003
Interest Accrued 22,150 (C) 22,150
--
Taxes Accrued (17,556) (8,554) (B) (26,110)
Total Current Liabilities 34,447 513,596 548,043
TOTAL $174,711 $500,000 $674,711
UNITIL RESOURCES, INC.
STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues 594,560 594,560
Operating Expenses:
Operating Expenses, Other 474,462 474,462
Provisions for Taxes: 0
Federal Income 38,859 (7,004) (B) 31,855
State Income 8,567 (1,550) (B) 7,017
Total Operating Expenses 521,888 (8,554) 513,334
Operating Income 72,672 8,554 81,226
Non-operating Income (expense) 2,192 2,192
Gross Income 74,864 8,554 83,418
Income Deductions:
Other Interest Charges 22,150 (C) 22,150
--
Net Income Deductions 0 22,150 22,150
Net Income $74,864 ($13,596) (D) $61,268
UNITIL RESOURCES, INC.
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $500,000 level and the corresponding impact on expenses and
Net Income.
B. The reduction in taxes reflects the rise in interest expenses which
reduces net income for
tax purposes. Average tax rates - Federal 31.62% State 7.00%.
C. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
D. The effect of lower Net Income and Retained Earnings reflects the impact
of the higher net interest expense.
E. Assumes all borrowings are made to fund additions to the Company's Cash
balance.
F. Reflects the incremental increase in Notes Payable to the
$500,000 level.
UNITIL POWER CORP.
BALANCE SHEETS (A)
December
ASSETS 31, 1994 Adjustments Pro Formed
Utility Plant 69,499 69,499
Less: Accumulated Depreciation 69,499 69,499
Net Utility Plant 0 0
Current Assets:
Cash 5,397,045 5,397,045
Accounts Receivable 6,257,802 265,800 (B) 6,523,602
Prepayments 7,623 7,623
Accrued Revenue (1,040,824) (1,040,824)
Total Current Assets 10,621,646 265,800 10,887,446
TOTAL $10,621,646 $265,800 $10,887,446
UNITIL POWER CORP.
BALANCE SHEETS (A)
December
31, 1994 Adjustments Pro Formed
Capitalization:
Common Stock Equity:
Common Stock $1,000 $1,000
Premium on Common Stock 100,000 100,000
Retained Earnings 185,728 185,728
Total Capitalization 286,728 286,728
Current Liabilities:
Notes Payable 6,000,000 (D) 6,000,000
--
Accounts Payable 8,912,959 (6,000,000 (E) 2,912,959
)
Due to Affiliates 265,800 (F) 265,800
--
Taxes Accrued 387 387
Misc. Current Liabilities 1,421,572 1,421,572
Total Current Liabilities 10,334,918 265,800 10,600,718
TOTAL $10,621,646 $265,800 $10,887,446
UNITIL POWER CORP.
STATEMENTS OF EARNINGS (A)
Year Ended
December
31, 1994 Adjustments Pro Formed
Operating Revenues 594,560 265,800 (B) 860,360
Operating Expenses:
Operating Expenses, Other 474,462 474,462
Provisions for Taxes: 0
Federal Income 38,859 38,859
State Income 8,567 8,567
Total Operating Expenses 521,888 521,888
Operating Income 72,672 265,800 338,472
Non-operating Income (expense) 2,192 2,192
Gross Income 74,864 265,800 340,664
Income Deductions:
Other Interest Charges 265,800 (C) 265,800
--
Net Income Deductions 0 265,800 265,800
Net Income $74,864 $0 $74,864
UNITIL POWER CORP.
NOTES TO PRO FORMA STATEMENTS
A. These statements have been proformed to reflect solely the increase in
Notes Payable to
the requested $6,000,000 level and the corresponding impact on Operating
Revenues and expense.
B. All interest costs incurred will be billable through the UNITIL System
Agreement to the
client companies and will become a receivable of the Company until paid.
C. The cost of this increase in Notes Payable is reflected in higher
annualized interest
expense at an average borrowing rate of 4.43%.
D. Reflects the incremental increase in Notes Payable to the $6,000,000
level.
E. Assumes all borrowed funds are used to reduce Accounts Payable.
F. Recognizes all accrued interest expense due to the affiliates.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.