UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

~~September 30, 2020~~March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

1-8858

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)


New Hampshire		~~02-0381573~~ 02 -0381573
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


6 Liberty Lane West, Hampton, New Hampshire		03842-1720
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (603)

772-0775

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange of which registered
Common Stock , no par value	UTL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐


		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐ No

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at ~~October 26, 2020~~April 30, 2021
Common Stock, no par value		~~15,007,088~~15,042,678 Shares

In this Quarterly Report on Form

10-Q,

the “Company”, “Unitil”, “we”, “us”, “our” and similar terms refer to Unitil Corporation and its subsidiaries, unless the context requires otherwise.

CAUTIONARY STATEMENT

This report and the documents incorporated by reference into this report contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included or incorporated by reference into this report, including, without limitation, statements regarding the financial position, business strategy and other plans and objectives for the Company’s future operations, are forward-looking statements.

These statements include declarations regarding the Company’s beliefs and current expectations. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other comparable terminology. These forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the risks and uncertainties include those described in Item 1A (Risk Factors) and the following:

the ~~novel~~ coronavirus

(COVID-19)

pandemic (the coronavirus pandemic) could adversely ~~impact~~affect the Company’s business, financial condition, results of operations and cash flows, including by disrupting the Company’s employees’ and contractors’ ability to provide ongoing services to the Company, by reducing customer demand for electricity or ~~natural~~ gas, or by reducing the supply of electricity or ~~natural~~ gas;

the Company’s regulatory and legislative environment (including laws and regulations relating to climate change, greenhouse gas emissions and other environmental matters), could affect the rates the Company is able to charge, the Company’s authorized rate of return, the Company’s ability to recover costs in its rates, the Company’s financial condition, results of operations and cash flows and the scope of the Company’s regulated activities;

fluctuations in the supply of, demand for, and the prices of, gas and electric energy commodities and transmission and transportation capacity and the Company’s ability to recover energy supply costs in its rates;

customers’ preferred energy sources;

severe storms and the Company’s ability to recover storm costs in its rates;

declines in ~~the valuation of~~ capital markets valuations, which could require the Company to make substantial cash contributions to cover its pension obligations, and the Company’s ability to recover pension obligation costs in its rates;

general economic conditions, which could adversely affect (i) the Company’s customers and, consequently, the demand for the Company’s distribution services, (ii) the availability of credit and liquidity resources and (iii) certain of the Company’s counterparty’s obligations (including those of its insurers and lenders);

the Company’s ability to obtain debt or equity financing on acceptable terms;

increases in interest rates, which could increase the Company’s interest expense;

restrictive covenants contained in the terms of the Company’s and its subsidiaries’ indebtedness, which restrict certain aspects of the Company’s business operations;

variations in weather, which could decrease demand for the Company’s distribution services;

long-term global climate change, which could adversely affect customer demand or cause extreme weather events that could disrupt the Company’s electric and gas distribution services;

cyber-attacks, acts of terrorism, acts of war, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other reasons could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense;

outsourcing of services to third parties could expose us to substandard quality of service delivery or substandard deliverables, which may result in missed deadlines or other timeliness issues,

non-compliance

(including with applicable legal requirements and industry standards) or reputational harm, which could negatively ~~impact~~affect our results of operations;

numerous hazards and operating risks relating to the Company’s electric and gas distribution activities, which could result in accidents and other operating risks and costs;

catastrophic events;

the Company’s ability to retain its existing customers and attract new customers; ~~and~~

increased ~~competition.~~competition; and

other presently unknown or unforeseen factors.

Many of these risks are beyond the Company’s control. Any forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for the Company to predict all ~~of these~~such factors, nor can the Company assess the ~~impact~~effect of any such factor on its business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

PART I. FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Unitil Corporation’s 2020 Form

10-K

for additional information.

OVERVIEW

Unitil Corporation (Unitil or the Company) is a public utility holding company headquartered in Hampton, New Hampshire. Unitil isand its subsidiaries are subject to regulation as a holding company system by the Federal Energy Regulatory Commission (FERC) under the Energy Policy Act of 2005.

Unitil’s principal business is the local distribution of electricity and gas throughout its service territory in the states of New Hampshire, Massachusetts and Maine. Unitil is the parent company of three wholly-owned distribution utilities:

Unitil Energy Systems, Inc. (Unitil Energy), which provides electric service in the southeastern seacoast and state capital regions of New Hampshire, including the capital city of Concord;

ii)

Fitchburg Gas and Electric Light Company (Fitchburg), which provides both electric and gas service in the greater Fitchburg area of north central Massachusetts; and

iii)

Northern Utilities, Inc. (Northern Utilities), which provides gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland, which is the largest city in northern New England.

Unitil Energy, Fitchburg and Northern Utilities are collectively referred to as the “distribution utilities.” Together, the distribution utilities serve approximately ~~106,100~~107,100 electric customers and ~~83,900~~85,600 gas customers in their service territory.

In addition, Unitil is the parent company of Granite State Gas Transmission, Inc. (Granite State), an interstate gas transmission pipeline company, operating 86 miles of underground gas transmission pipeline primarily located in Maine and New Hampshire. Granite State provides Northern Utilities with interconnection to major gas pipelines and access to domestic gas supplies in the south and Canadian gas supplies in the north.

Unitil had an investment in Net Utility Plant of ~~$1,185.3~~$1,192.3 million at ~~September 30, 2020.~~March 31, 2021. Unitil’s total operating revenue includes revenue to recover the approved cost of purchased electricity and gas in rates on a fully reconciling basis. As a result of this reconciling rate structure, the Company’s earnings are not directly affected by changes in the cost of purchased electricity and gas. Earnings from Unitil’s utility operations are derived primarily ~~derived~~ from the return on investment in the utility assets of the three distribution utilities and Granite State.

Unitil Resources is the Company’s wholly-owned

non-regulated

subsidiary. Usource, Inc. and Usource L.L.C. (collectively, Usource), which the Company divested of in the first quarter of 2019, were wholly-owned subsidiaries of Unitil Resources. Usource provided brokering and advisory services to large commercial and industrial customers in the northeastern United States. See additional discussion of the divestiture of Usource in “Divestiture of

~~Non-Regulated~~

~~Business Subsidiary” in Note 1 to the Consolidated Financial Statements.~~

The Company’s other subsidiaries include Unitil Service Corp., which provides, at cost, a variety of administrative and professional services to Unitil’s affiliated ~~companies,~~companies; Unitil Realty Corp., which owns and manages Unitil’s corporate office building and property located in Hampton, New ~~Hampshire~~Hampshire; and Unitil Power Corp., which formerly functioned as the full requirements wholesale power supply provider for Unitil Energy. Unitil’s consolidated net income includes the earnings of the holding company and these subsidiaries.

RATES AND REGULATION

Regulation

Unitil is subject to comprehensive regulation by federal and state regulatory authorities. Unitil and its subsidiaries are subject to regulation as a holding company system by the FERC under the Energy Policy Act of 2005 with regard to certain bookkeeping, accounting and reporting requirements. Unitil’s utility operations related to wholesale and interstate energy business activities are also regulated by the FERC. Unitil’s distribution utilities are subject to regulation by the applicable state public utility commissions with regard to their rates, issuance of securities and other accounting and operational matters: Unitil Energy is subject to regulation by the New Hampshire Public Utilities Commission (NHPUC); Fitchburg is subject to regulation by the Massachusetts Department of Public Utilities (MDPU); and Northern Utilities is regulated by the NHPUC and the Maine Public Utilities Commission (MPUC). Granite State, Unitil’s interstate gas transmission pipeline, is subject to regulation by ~~the~~ FERC with regard to its rates and operations. Because Unitil’s primary operations are subject to rate regulation, the regulatory treatment of various matters could significantly affect the Company’s operations and financial position.

Unitil’s distribution utilities deliver electricity and/or gas to all customers in their service territory, at rates established under cost of service regulation. Under this regulatory structure, Unitil’s distribution utilities recover the cost of providing distribution service to their customers based on a historical test year, and earn a return on their capital investment in utility assets. In addition, the Company’s distribution utilities and its gas transmission pipeline company may also recover certain base rate costs, including capital project spending and enhanced reliability and vegetation management programs, through annual step adjustments and cost ~~tracker~~tracking rate mechanisms.

Fitchburg is subject to revenue decoupling. Revenue decoupling is the term given to the elimination of the dependency of a utility’s distribution revenue on the volume of electricity or gas sales. The difference between distribution revenue amounts billed to customers and the targeted revenue decoupling amounts is recognized as an increase or a decrease in Accrued Revenue, which forms the basis for resetting rates for future cash recoveries from, or credits to, customers. These revenue decoupling targets may be adjusted as a result of rate cases and other authorized adjustments that the Company files with the MDPU. The Company estimates that revenue decoupling applies to approximately 27% and 11% of Unitil’s total annual electric and gas sales volumes, respectively.

~~Tax Cuts and Jobs Act of 2017~~

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (TCJA) was signed into law. Among other things, the TCJA substantially reduced the corporate income tax rate to 21%, effective January 1, 2018. Each state public utility commission, with jurisdiction over the areas that are served by Unitil’s electric and gas subsidiary companies, issued orders directing how the tax law changes were to be reflected in rates. Unitil has complied with these orders and has made the required changes to its rates as directed by the commissions. The FERC issued a Notice of Proposed Rulemaking that would allow it to determine which pipelines under the Natural Gas Act may be collecting unjust and unreasonable rates in light of the corporate tax reduction. This matter has been resolved for Granite State in its May 2, 2018 uncontested rate settlement filing, which accounted for the effect of the TCJA.

On November 21, 2019, the FERC issued Order No. 864, a final rule on Public Utility Transmission Rate Changes to Address Accumulated Deferred Income Taxes. The new rule requires public utilities with formula transmission rates to revise their formula rates to include a transparent methodology to address the impacts of the TCJA and future tax law changes on customer rates by accounting for “excess” or “deficient” Accumulated Deferred Income Taxes (ADIT). FERC also required transmission providers with stated rates to account for the ADIT impacts of the TCJA in their next rate case. The Company is complying with the new rule and there is no material impact on its financial position, operating results, or cash flows.

~~Rate Case Activity~~

~~Northern Utilities - Base Rates – Maine -~~

~~Northern Utilities - Targeted Infrastructure Replacement Adjustment (TIRA) – Maine -~~

The settlement in Northern Utilities’ Maine division’s 2013 rate case allowed the Company to implement a TIRA rate mechanism to adjust base distribution rates annually to recover the revenue requirements associated with targeted investments in gas distribution system infrastructure replacement and upgrade projects, including the Company’s Cast Iron Replacement Program (CIRP). In its Final Order issued on February 28, 2018 for Northern Utilities’ 2017 base rate case, the MPUC approved an extension of the TIRA mechanism, for an additional eight-year period, which will allow for annual rate adjustments through the end of the CIRP program. The Company’s most recent request under the TIRA mechanism, to increase its annual base rates by $1.4 million, effective May 1, 2020, to recover the revenue requirements for 2019 eligible facilities, was approved by the MPUC on April 29, 2020.

~~Northern Utilities - Base Rates - New Hampshire -~~

On May 2, 2018, the NHPUC approved a settlement agreement providing for a net annual revenue increase of $3.2 million, incorporating the effect of the TCJA, and an initial step increase to recover post-test year capital investments. The Company’s second step increase of approximately $1.4 million of annual revenue was approved by the NHPUC, effective May 1, 2019, to recover eligible capital investments in 2018. According to the terms of the settlement agreement, Northern Utilities’ next distribution base rate case shall be based on a historical test year of no earlier than the twelve months ending December 31, 2020.

~~Unitil Energy - Base Rates -~~

On April 20, 2017 the NHPUC issued its final order providing for a permanent increase of $4.1 million, effective May 1, 2017, followed by two annual rate step adjustments to recover the revenue requirements associated with certain capital expenditures. On April 30, 2018, the NHPUC approved Unitil Energy’s first step increase, effective May 1, 2018. On April 22, 2019, the NHPUC approved Unitil Energy’s second and final step adjustment, providing for a revenue increase of approximately $340,000, effective May 1, 2019.

~~Fitchburg - Base Rates – Electric -~~

Fitchburg’s base rates are decoupled, and subject to an annual revenue decoupling adjustment mechanism, which includes a cap on the amount that rates may be increased in any year. In addition, Fitchburg has an annual capital cost recovery mechanism to recover the revenue requirement associated with certain capital additions. On November 1, 2018, Fitchburg filed its cumulative revenue requirement of $0.9 million associated with the Company’s 2015-2017 capital expenditures. On December 27, 2018, the filing was approved, effective January 1, 2019, subject to further investigation and reconciliation. Final approval of the 2018 filing remains pending. On October 29, 2019, Fitchburg filed its cumulative revenue requirement of $1.1 million associated with the Company’s 2015-2018 capital expenditures. On December 16, 2019, the filing was approved, effective January 1, 2020, subject to further investigation and reconciliation. Final approval of the 2019 filing remains pending.

On April 17, 2020, the MDPU approved a settlement agreement entered into by the Company and the Massachusetts Office of the Attorney General providing for a distribution increase of $1.1 million, effective November 1, 2020. The Company’s subsequent Compliance Filing reflected an adjusted distribution increase of $0.9 million, a decrease of $0.2 million from the original settlement amount. On May 21, 2020, the MDPU approved the Company’s Compliance Filing. The agreement provides for a return on equity of 9.7% and a capital structure reflecting 52.45% equity and 47.55% long-term debt. Under the agreement, the Company will not increase or redesign base distribution rates to become effective prior to November 1, 2023, though the Company may seek cost recovery for certain exogenous events that meet a revenue impact threshold of $0.1 million. The agreement also provides for the implementation of a major storm reserve fund, whereby the Company may recover the costs of restoration for qualifying storm events. In addition, the agreement provides for the extension of the annual capital cost recovery mechanism, modified to allow the recovery of property tax on the cumulative net capital expenditures.

~~Fitchburg - Base Rates – Gas -~~

Pursuant to the Company’s revenue decoupling adjustment clause tariff, as approved in its last base rate case, the Company is allowed to modify, on a semi-annual basis, its base distribution rates to an established revenue per customer target in order to mitigate economic, weather and energy efficiency impacts to the Company’s revenues. The MDPU has consistently found that the Company’s filings are in accord with its approved tariffs, applicable law and precedent, and that they result in just and reasonable rates.

On February 28, 2020, the MDPU approved a settlement agreement between the Company and the Massachusetts Office of the Attorney General. The agreement provides for an annual distribution revenue increase of $4.6 million to be

~~phased-in~~

over two years: (1) an increase of $3.7 million, effective on March 1, 2020; and (2) an increase of $0.9 million, effective on March 1, 2021. Under the agreement, the Company will not increase or redesign base distribution rates to become effective prior to March 1, 2023, though the Company may seek cost recovery for certain exogenous events that meet a revenue impact threshold of $40,000. The agreement provides for a return on equity of 9.7% and a capital structure reflecting 52.45% equity and 47.55% long-term debt.

~~Fitchburg - Gas System Enhancement Program -~~

Pursuant to statute and MDPU order, Fitchburg has an approved Gas System Enhancement Plan (GSEP) tariff through which it may recover certain gas infrastructure replacement and safety related investment costs, subject to an annual cap. Under the plan, the Company is required to make two annual filings with the MDPU: a forward-looking filing for the subsequent construction year, to be filed on or before October 31 (the “GSEP Filing”); and a filing, submitted on or before May 1, of final project documentation for projects completed during the prior year, demonstrating substantial compliance with its plan in effect for that year and showing that project costs were reasonably and prudently incurred (the “GREC Filing”). The Company considers these to be routine regulatory proceedings and there are no material issues outstanding.

In an Order issued on April 30, 2019, the MDPU approved Fitchburg’s 2018 GSEP Filing and increased the annual cap on recovery. Because the increase in the amount for recovery, $1.6 million, still exceeded the annual cap, the Order resulted in a revenue increase of $1.0 million that went into effect on May 1, 2019, subject to reconciliation. The amount that exceeded the cap, $0.6 million, has been deferred to be recovered in a later proceeding. On May 1, 2019, the Company made its 2019 GREC Filing, seeking a waiver of the annual cap and a revenue increase of $1.0 million. The MDPU approved the Company’s request in its Order issued October 31, 2019. On October 31, 2019, the Company made its annual filing for an increase in revenues associated with 2020 GSEP investment for rates effective May 1, 2020. On March 12, 2020, the Company made a revised GSEP filing to incorporate the inclusion of the 2015 through 2018 GSEP investments in base rates effective March 1, 2020. On April 30, 2020, the MDPU approved the Company’s filing. On May 1, 2020, the Company made its 2020 GREC Filing. However, in accordance with the approved gas rate case settlement agreement, the Company decreased the Gas System Enhancement Reconciliation Adjustment Factors (GSERAF) and Gas System Enhancement Adjustment Factors to zero effective March 1, 2020 and will recover the February 29, 2020 GSEP deferral balance including interest over a 24 month period beginning March 1, 2021. This results in this year’s GSERAF changing on March 1, 2021 instead of November 1, 2020. The preliminary GSERAF recovery amount to be recovered over 24 months beginning March 1, 2021 is $2.1 million. This matter remains pending before the MDPU.

~~Granite State - Base Rates -~~

On May 2, 2018, Granite State filed an uncontested rate settlement with the FERC which provided for no change in rates, and accounted for the effects of a capital step adjustment offset by the effect of the TCJA. The settlement was approved by the FERC on June 27, 2018, and complies with the FERC Notice of Proposed Rulemaking concerning the justness and reasonableness of rates in light of the corporate income tax reductions under the TCJA.

On October 20, 2020, Granite State filed an uncontested rate settlement with the FERC which provides for an increase in annual revenues of approximately $1.3 million, effective November 1, 2020. The Settlement Agreement permits the filing of limited Section 4 rate adjustments for capital cost projects eligible for cost recovery in 2021, 2022, and 2023, and sets forth an overall cap of approximately $14.6 million on the capital cost recoverable under such filings during the term of the Settlement. Under the Settlement Agreement, Granite may not file a new general rate case earlier than April 30, 2024 with rates to be effective no earlier than November 1, 2024 based on a test year ending no earlier than December 31, 2023. The Settlement Agreement is pending approval by the FERC.

RESULTS OF OPERATIONS

The following section of MD&A compares the results of operations for each of the two fiscal periods ended ~~September 30,~~March 31, 2021 and March 31, 2020 ~~and September 30, 2019~~ and should be read in conjunction with the accompanying unaudited Consolidated Financial Statements and the accompanying Notes to the unaudited Consolidated Financial Statements included in Part I, Item 1 of this report, which are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

The Company is responding to the

~~COVID-19~~

coronavirus pandemic ~~(the “coronavirus pandemic”)~~ by taking steps to mitigate the potential risks posed by its spread. The Company’s electric and gas service utility distribution operating systems have continued to provide service to customers without disruption due to the coronavirus pandemic through the date of this filing. The Company has implemented its Crisis Response Plan to address specific aspects of the coronavirus pandemic. The Crisis Response Plan guides emergency response, business continuity, and ~~the~~ precautionary measures being taken on behalf of employees and the public. The Company has initiated extra precautions to protect employees who work in the field, and ~~for~~ employees who continue to work in operations, distribution and corporate facilities. The Company has implemented social distancing and work from home policies, where appropriate. The Company continues to implement strong physical and cyber-security measures to ensure that its systems remain functional in order to serve both operational needs with a remote workforce and to help ensure uninterrupted service to customers.

~~Table of Contents~~

The extent to which the coronavirus pandemic ~~impacts~~affects the Company’s financial condition, results of operations, and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information ~~which~~that may emerge concerning the severity of the coronavirus pandemic, and the actions to contain the coronavirus pandemic or treat its ~~impact,~~effect, among others. In particular, the continued spread of the coronavirus could adversely ~~impact~~affect the Company’s business, including (i) by disrupting the Company’s employees and contractors ability to provide ongoing services to the Company, (ii) by reducing customer demand for electricity or gas, or (iii) by reducing the supply of electricity or gas, each of which could have an adverse ~~impact~~effect on the Company’s financial condition, results of operations, and cash flows.

The Company’s results of operations reflect the seasonal nature of the gas business. Annual gas revenues are substantially realized during the heating season as a result of higher sales of gas due to cold weather. Accordingly, the results of operations historically are ~~historically~~ most favorable in the first and fourth quarters. Fluctuations in seasonal weather conditions may have a significant effect on the ~~results~~result of operations. Sales of electricity generally are ~~generally~~ less sensitive to weather than gas sales, but also may ~~also~~ be affected by the weather conditions in both the winter and summer seasons. Also, as a result of recent rate cases, the Company’s gas GAAP gross margins and gas adjusted gross margins (a

non-GAAP

~~measure discussed below)~~measure) are derived from a higher percentage of fixed billing components, including customer charges. Therefore, gas revenues and gas adjusted gross margin will be less affected by the seasonal nature of the gas business. In addition, ~~as previously discussed,~~ approximately 27% and 11% of the Company’s total annual electric and gas sales volumes, respectively, are decoupled and changes in sales to existing customers do not affect GAAP gross margin and adjusted gross margin.

The Company analyzes operating results using Gas and Electric Adjusted Gross Margins, which are

non-GAAP

measures. Gas Adjusted Gross Margin is calculated as Total Gas Operating Revenue less Cost of Gas Sales. Electric Adjusted Gross Margin is calculated as Total Electric Operating Revenues less Cost of Electric Sales. The Company’s management believes Gas and Electric Adjusted Gross Margins provide useful information to investors regarding profitability. ~~The Company’s~~Company management also believes Gas and Electric Adjusted Gross Margins are important measures to analyze revenue from the Company’s ongoing operations because the approved cost of gas and electric sales are tracked, reconciled and passed through directly to customers in gas and electric tariff ~~rates,~~rates; resulting in an equal and offsetting amount reflected in Total Gas and Electric Operating Revenue.

~~In the following tables; the~~The Company has reconciled Gas and Electric Adjusted Gross Margin to GAAP Gross Margin, which we believe to be the most comparable GAAP measure. GAAP Gross Margin is calculated asas: Revenue less Cost of Sales and Depreciation and Amortization. The Company calculates Gas and Electric Adjusted Gross Margin as Revenue less Cost of Sales. The Company believes excluding Depreciation and

Table of Contents

Amortization, which are period costs ~~and~~ not related to volumetric sales revenue, is a meaningful measure to inform investors of the Company’s profitability from gas and electric sales in the period.


Three Months Ended September 30, 2020 ($ millions)
Three Months Ended March 31, 2021 ($ in millions)													Three Months Ended March 31, 2021 ($ in millions)
	Gas			Electric			Non- Regulated and Other			Total				Gas			Electric			Non- Regulated and Other			Total
Total Operating Revenue	$	27.5		$	59.9		$	—		$	87.4			$	78.7		$	60.1		$	—		$	138.8
Less: Cost of Sales		(9.5	)		(35.4	)		—			(44.9	)			(30.9	)		(36.4	)		—			(67.3	)
Less: Depreciation and Amortization		(7.5	)		(6.0	)		(0.2	)		(13.7	)			(8.2	)		(6.5	)		(0.2	)		(14.9	)

GAAP Gross Margin		10.5			18.5			(0.2	)		28.8				39.6			17.2			(0.2	)		56.6
Depreciation and Amortization		7.5			6.0			0.2			13.7				8.2			6.5			0.2			14.9

Adjusted Gross Margin	$	18.0		$	24.5		$	—		$	42.5			$	47.8		$	23.7		$	—		$	71.5


Three Months Ended March 31, 2020 ($ in millions)
	Gas			Electric			Non- Regulated and Other			Total
Total Operating Revenue	$	70.2		$	60.2		$	—		$	130.4
Less: Cost of Sales		(27.8	)		(37.1	)		—			(64.9	)
Less: Depreciation and Amortization		(7.4	)		(5.9	)		(0.2	)		(13.5	)

GAAP Gross Margin		35.0			17.2			(0.2	)		52.0
Depreciation and Amortization		7.4			5.9			0.2			13.5

Adjusted Gross Margin	$	42.4		$	23.1		$	—		$	65.5

~~Table of Contents~~

Three Months Ended September 30, 2019 ($ millions)


Gas

Electric

Non-

Regulated

and Other

Total

Total Operating Revenue
   $ 24.9    $ 60.4    $ —      $ 85.3
Less: Cost of Sales
   (6.2 )    (35.3 )    —      (41.5 )
Less: Depreciation and Amortization
   (7.0 )    (5.6 )    (0.2 )    (12.8 )








GAAP Gross Margin
   11.7    19.5    (0.2 )    31.0
Depreciation and Amortization
   7.0    5.6    0.2    12.8








Adjusted Gross Margin
   $ 18.7    $ 25.1    $ —      $ 43.8








Nine Months Ended September 30, 2020 ($ millions)


Gas

Electric

Non-

Regulated

and Other

Total

Total Operating Revenue
   $ 131.4    $ 170.3    $ —      $ 301.7
Less: Cost of Sales
   (48.1 )    (100.3 )    —      (148.4 )
Less: Depreciation and Amortization
   (22.3 )    (17.8 )    (0.6 )    (40.7 )








GAAP Gross Margin
   61.0    52.2    (0.6 )    112.6
Depreciation and Amortization
   22.3    17.8    0.6    40.7








Adjusted Gross Margin
   $ 83.3    $ 70.0    $ —      $ 153.3








Nine Months Ended September 30, 2019 ($ millions)


Gas

Electric

Non-

Regulated

and Other

Total

Total Operating Revenue
   $ 143.9    $ 177.0    $ 0.9    $ 321.8
Less: Cost of Sales
   (58.4 )    (106.4 )    —      (164.8 )
Less: Depreciation and Amortization
   (21.3 )    (17.0 )    (0.7 )    (39.0 )








GAAP Gross Margin
   64.2    53.6    0.2    118.0
Depreciation and Amortization
   21.3    17.0    0.7    39.0








Adjusted Gross Margin
   $ 85.5    $ 70.6    $ 0.9    $ 157.0

Gas GAAP ~~Gross Margin~~gross margin was ~~$10.5 million and $61.0~~$39.6 million in the ~~three and nine months ended September 30, 2020, respectively, decreases~~first quarter of ~~$1.2 million and $3.2~~2021, an increase of $4.6 million compared to the same ~~periods~~period in ~~2019.~~2020, driven largely by higher rates of $3.3 million. The ~~decrease~~remaining increase of $1.3 million reflects the favorable effects of colder winter weather and customer growth, partially offset by lower Commercial and Industrial (C&I) sales, and higher depreciation and amortization.

Electric GAAP gross margin was $17.2 million in the ~~three month~~first quarter of 2021, on par with the same period ~~was driven by lower therm sales~~in 2020, reflecting an increase of ~~$1.0~~$0.6 million due to colder winter weather, customer growth, and the combined net effect of higher Residential sales and lower ~~average usage primarily attributed to the economic slowdown~~C&I sales associated with the coronavirus ~~pandemic; and~~pandemic, offset by higher depreciation and amortization of ~~$0.5 million, partially offset by customer growth and higher rates of $0.3~~$0.6 million. The decrease in the nine month period was driven by lower margin of $3.2 million principally due to warmer winter weather in the first quarter of 2020; lower margin of $1.3 million from lower average usage primarily attributed to the economic slowdown caused by the coronavirus pandemic; and higher depreciation and amortization of $1.0 million. These decreases were partially offset by customer growth and higher rates of $2.3 million.

Electric GAAP Gross Margin was $18.5 million and $52.2 million in the three and nine months ended September 30, 2020, respectively, decreases of $1.0 million and $1.4 million compared to the same periods in 2019. Electric GAAP Gross Margin in the third quarter of 2020 reflects lower margin of $1.0

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million from lower Commercial and Industrial (C&I) kilowatt-hour (kWh) sales and demand sales (a measure of peak usage by certain C&I customers during the period) due to lower average usage primarily attributed to the economic slowdown caused by the coronavirus pandemic; and higher depreciation and amortization of $0.4 million; partially offset by the positive effect of warmer summer weather on kWh sales and higher rates of $0.4 million. Electric GAAP Gross Margin in the nine month period reflects lower margin of $2.0 million from lower C&I kWh and demand sales due to lower average usage, primarily attributed to the economic slowdown caused by the coronavirus pandemic and warmer winter weather, partially offset by the positive effect of warmer summer weather on kWh sales and customer growth; and higher depreciation and amortization of $0.8 million. Electric GAAP Gross Margin was also positively impacted in the nine month period by higher rates of $1.2 million and higher margin of $0.2 million from increased residential sales due to coronavirus pandemic

~~stay-at-home~~

~~orders.~~

Earnings Overview

The Company’s Net Income was ~~$0.3~~$18.9 million, or ~~$0.02~~$1.26 in Earnings Per Share (EPS), for the ~~third~~first quarter of ~~2020, a decrease~~2021, an increase of ~~$2.0~~$3.7 million in Net Income, or ~~$0.13~~$0.24 per share, compared to the ~~third quarter of 2019, driven by lower gas and electric sales margins and higher operating expenses.~~

For the nine months ended September 30, 2020, the Company reported Net Income of $18.6 million, or $1.25 per share, a decrease of $14.2 million, or $0.95 per share, compared to the same nine month period in 2019. In the first quarter of ~~2019, the Company recognized a~~

~~one-time~~

~~net gain of $9.8 million, or $0.66 per share, on the~~2020. The Company’s ~~divestiture of its~~

~~non-regulated~~

~~business subsidiary, Usource. The decrease~~earnings in ~~earnings for the first nine months of 2020 also reflects lower gas~~2021 reflect higher Gas and electric sales margins due to warmer winter weather in 2020 compared to 2019 and the economic slowdown caused by the coronavirus pandemic. The Company estimates that the warmer than normal winter weather negatively affected Net Income by approximately $3.1 million, or $0.20 per share, in the first nine months of 2020.Electric Adjusted Gross Margins (a

non-GAAP

measure).

Gas Adjusted Gross Margin (a

non-GAAP

measure) was ~~$18.0~~$47.8 million and $83.3 million in the three and nine months ended September 30, 2020, respectively, decreases of $0.7 million and $2.2 million, respectively, compared to the same periods in 2019. The decrease in the three month period was driven by lower therm sales of $1.0 million due to lower average usage primarily attributed to the economic slowdown associated with the coronavirus pandemic, partially offset by customer growth and higher rates of $0.3 million. The decrease in the nine month period was driven by lower margin of $3.2 million principally due to warmer winter weather in the first quarter of ~~2020, and lower margin~~2021, an increase of ~~$1.3~~$5.4 million ~~from lower average usage primarily attributed~~compared to the ~~economic slowdown caused~~same period in 2020, driven largely by higher rates of $3.3 million. The remaining increase of $2.1 million reflects the ~~coronavirus pandemic. These decreases were~~favorable effects of colder winter weather and customer growth, partially offset by ~~customer growth and higher rates of $2.3 million.~~lower C&I sales.

Gas therm sales ~~decreased 5.5% and 7.1%~~increased 6.1% in the ~~three and nine month periods ended September 30, 2020, respectively,~~first quarter of 2021 compared to the same ~~periods~~period in ~~2019.~~2020. The ~~decrease~~increase in ~~overall~~ gas therm sales in the Company’s service areas reflects ~~warmer~~colder winter weather in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same period in ~~2019, as well as lower sales to C&I customers, primarily in the second~~2020 and ~~third quarters, due to the economic slowdown caused by the coronavirus pandemic,~~customer growth, partially offset by ~~customer growth.~~

lower C&I sales. Based on weather data collected in the Company’s gas service areas, on average there were ~~8.4% fewer Effective Degree Days~~8.1% more effective degree days (EDD) in the first ~~nine months~~quarter of ~~2020, on average,~~2021 compared to the same period in ~~2019 and 8.7%~~2020, although

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6.6% fewer EDD compared to normal. The Company estimates ~~that~~ weather-normalized gas therm sales, excluding decoupled sales, ~~were down 1.9%~~increased 0.1% in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same period in ~~2019.~~2020. As of ~~September 30, 2020,~~March 31, 2021, the number of gas customers served ~~has~~ increased by ~~2,337, including seasonal accounts,~~1,602 over the previous year.

Electric Adjusted Gross Margin (a

non-GAAP

measure) was ~~$24.5 million and $70.0~~$23.7 million in the ~~three and nine months ended September 30, 2020, decreases~~first quarter of 2021, an increase of $0.6 million and $0.6 million, respectively, compared with the same periods in 2019. Electric Adjusted Gross Margin in the third quarter of 2020 reflects lower margin of $1.0 million from lower C&I kWh sales and demand sales (a measure of peak usage by certain C&I customers during the period) due to lower average usage primarily attributed to the economic slowdown caused by the coronavirus pandemic, partially offset by the positive effect of

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warmer summer weather on kWh sales, and higher rates of $0.4 million. Electric Adjusted Gross Margin in the nine month period reflects lower margin of $2.0 million from lower C&I kWh and demand sales due to lower average usage, primarily attributed to the economic slowdown caused by the coronavirus pandemic and warmer winter weather, partially offset by the positive effect of warmer summer weather on kWh sales, and customer growth. Electric Adjusted Gross Margin was also positively impacted in the nine month period by higher rates of $1.2 million and higher margin of $0.2 million from increased residential sales due to coronavirus pandemic

~~stay-at-home~~

~~orders.~~

Total electric kWh sales increased 4.3% and 1.2%, respectively in the three and nine month periods ended September 30, 2020 compared to the same periods in 2019. Sales to Residential customers increased 14.4% and 8.2%, respectively, in the three and nine month periods ended September 30, 2020 compared to the same periods in 2019. Sales to C&I customers decreased 2.8% and 3.6%, respectively, in the three and nine month periods ended September 30, 2020 compared to the same periods in 2019. The increases in sales to Residential customers reflect the coronavirus pandemic

~~stay-at-home~~

orders, warmer summer weather in 2020 compared to 2019 which resulted in higher use of air conditioning, and customer growth, partially offset by the warmer winter weather in 2020 which adversely impacted the usage of electricity for heating purposes. The decreases in sales to C&I customers reflect lower usage as a result of the economic slowdown caused by coronavirus pandemic, and the warmer winter weather in 2020 which adversely impacted the usage of electricity for heating purposes, partially offset by customer growth and warmer summer weather. Based on weather data collected in the Company’s electric service areas, there were 22.3% more Cooling Degree Days (CDD) in the third quarter of 2020, on average, compared to the same period in ~~2019.~~2020. This increase reflects colder winter weather, customer growth, and the combined net effect of higher Residential sales and lower C&I sales associated with the coronavirus pandemic.

Total electric kilowatt-hour (kWh) sales increased 0.7% in the first quarter of 2021 compared to the same period in 2020. Sales to Residential customers increased 7.3% while sales to C&I customers decreased 4.1% in the first quarter of 2021 compared to the same period in 2020. The increase in sales to Residential customers reflects higher consumption and customer growth. The decrease in sales to C&I customers reflects lower usage, partially offset by customer growth. As of ~~September 30, 2020,~~March 31, 2021, the number of ~~total~~ electric customers served ~~has~~ increased by ~~1,048, including seasonal accounts,~~984 over the ~~last~~previous year.

Operation and Maintenance (O&M) expenses ~~increased $0.6 million and~~ decreased ~~$1.3~~$0.9 million in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in 2019. The increase in the three month period reflects higher utility operating costs. The decrease in the nine month period includes $0.4 million of lower labor and other costs attributed to Usource operations in the first quarter of 2019.2020. The change in O&M expenses ~~in the nine month period also~~ reflects lower labor costs of ~~$1.2~~$0.8 million and lower professional fees of $0.4 million, partially offset by higher utility operating costs of $0.3 ~~million, partially offset by higher bad debt expense of $0.4 million, which includes a provision for the impact of the coronavirus pandemic, and higher professional fees of $0.2~~ million. The lower labor costs ~~in the nine month period~~ reflect lower ~~employee benefit costs.~~restricted stock expense, partially offset by higher salaries expense.

Depreciation and Amortization expense increased ~~$0.9 million and $1.7~~$1.4 million in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The increase in the three month period reflects increased~~2020, primarily reflecting additional depreciation onassociated with higher ~~levels of utility plant in service and higher amortization of software. The increase in the nine month period reflects increased depreciation on higher levels of~~ utility plant in service.

Taxes Other Than Income Taxes decreased ~~$0.2 million and increased $0.9~~$0.3 million in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The decrease in the three month period reflects~~2020, reflecting lower payroll taxes, partially offset by higher local property taxes on higher levels of utility plant in service. The increase in the nine month period reflects higher local property taxes on higher utility plant in service and the recognition of $0.6 million in property tax abatements in the second quarter of 2019, partially offset by lower payroll taxes. The lower payroll taxes in both periods reflect the recognition of $0.6 million of payroll tax credits associated with the Coronavirus Aid, Relief and Economic Security (CARES) Act in the third quarter of 2020.

Interest Expense, Net decreased $0.2 million and $0.2 million in the three and nine month periods ended September 30, 2020, respectively, compared to the same periods in 2019. These decreases reflect lower interest rates on short-term debt and lower interest expense on regulatory liabilities, partially offset by higher levels of long-term debt.

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Other Expense (Income), Net decreased $0.2 million in the three months ended March 31, 2021 compared to the same period in 2020, reflecting lower retirement benefit and other costs.

Interest Expense, Net increased ~~$0.1~~$0.5 million compared to the same period in 2020, reflecting higher interest on long-term debt and higher net interest on regulatory assets and liabilities, partially offset by lower rates on lower levels of short-term borrowings.

Provision for Income Taxes Federal and State Income Taxes increased $1.8 million for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019. Other Expense (Income), Net changed from income of $9.8 million in the first nine months of 2019 to expense of $4.0 million in the first nine months of~~ 2020, ~~a net change of $13.8 million. This change primarily reflects a~~

~~pre-tax~~

~~gain of $13.4 million on the Company’s divestiture of Usource in the first quarter of 2019 and $0.4 million of retirement benefit and other costs in 2020.~~

~~Federal and State Income Taxes decreased $0.5 million and $4.4 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019,~~ primarily reflecting ~~lower~~higher

pre-tax

earnings in the current ~~periods.~~period.

At its January ~~2020,~~2021 and April ~~2020, July 2020 and October 2020~~2021 meetings, the Unitil Corporation Board of Directors declared quarterly dividends on the Company’s common stock of ~~$0.375~~$0.38 per share. These quarterly dividends result in a current effective annualized dividend rate of ~~$1.50~~$1.52 per share, representing an unbroken record of quarterly dividend payments since trading began in Unitil’s common stock.

~~A more detailed discussion of the Company’s results of operations for the three and nine months ended September 30, 2020 is presented below.~~

Gas Sales, Revenues and Adjusted Gross Margin

Therm Sales –

Unitil’s total gas therm sales ~~of natural gas decreased 5.5% and 7.1%~~increased 6.1% in the ~~three and nine month periods ended September 30, 2020, respectively, compared to the same periods in 2019. In the third~~first quarter of ~~2020, sales to Residential customers increased 3.8% and sales to C&I customers decreased 6.4%, respectively,~~2021 compared to the same period in ~~2019. For the nine months ended September 30,~~ 2020, reflecting increases of 6.8% and 5.9% in sales to Residential and ~~C&I~~Commercial and Industrial (C&I) customers, ~~decreased 5.5% and 7.6%, respectively, compared to the same period~~respectively. The increase in ~~2019. The decrease in overall~~ gas therm sales in the Company’s service areas reflects ~~warmer~~colder winter weather in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same period in ~~2019, as well as lower sales to C&I customers, primarily in the second~~2020 and ~~third quarters, due to the economic slowdown caused by the coronavirus pandemic,~~customer growth, partially offset by ~~customer growth.~~

lower C&I sales

. Based on weather data collected in the Company’s gas service areas, on average there were ~~8.4% fewer~~8.1% more EDD in the first ~~nine months~~quarter of ~~2020, on average,~~2021 compared to the same period in ~~2019 and 8.7%~~2020, although 6.6% fewer EDD compared to normal. The Company estimates ~~that~~ weather-normalized gas therm sales, excluding decoupled sales, ~~were down 1.9%~~increased 0.1% in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same period in ~~2019.~~2020. As of ~~September 30, 2020,~~March 31, 2021, the number of gas customers served ~~has~~ increased by ~~2,337, including seasonal accounts,~~1,602 over the previous year. ~~As previously discussed, sales margins derived~~Sales margin from decoupled unit sales (representing approximately 11% of total annual therm sales volume) ~~are~~is not sensitive to changes in gas therm sales.

The following table details total firm therm sales for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ by major customer class:


Therm Sales (millions)
	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended March 31,
	2020		2019		Change			% Change			2020		2019		Change			% Change			2021		2020		Change		% Change
Residential		2.7		2.6		0.1			3.8	%		34.2		36.2		(2.0	)		(5.5	%)		23.6		22.1		1.5		6.8	%
Commercial / Industrial		23.3		24.9		(1.6	)		(6.4	%)		125.9		136.2		(10.3	)		(7.6	%)		71.6		67.6		4.0		5.9	%

Total		26.0		27.5		(1.5	)		(5.5	%)		160.1		172.4		(12.3	)		(7.1	%)		95.2		89.7		5.5		6.1	%

Gas Operating Revenues and Gas Adjusted Gross Margin –

– The following table details ~~Total~~total Gas Operating Revenues and Gas Adjusted Gross Margin for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Gas Operating Revenues and Adjusted Gross Margin ($ in millions)

Gas Operating Revenues:

Commercial / Industrial

Total Gas Operating Revenues

Gas Adjusted Gross Margin

Gas Operating Revenues and Gas Adjusted Gross Margin ($ millions)

   Three Months Ended September 30, Nine Months Ended September 30,

2020
   2019    $ Change % Change
2020
   2019    $ Change % Change
Gas Operating Revenue:

Residential

$
10.2

   $ 8.9    $ 1.3 14.6 %
$
54.3

   $ 57.8    $ (3.5 ) (6.1 %)
Commercial / Industrial


17.3

   16.0    1.3 8.1 %

77.1

   86.1    (9.0 ) (10.5 %)










Total Gas Operating Revenue

$
27.5

   $ 24.9    $ 2.6 10.4 %
$
131.4

   $ 143.9    $ (12.5 ) (8.7 %)










Cost of Gas Sales

$
9.5

   $ 6.2    $ 3.3 53.2 %
$
48.1

   $ 58.4    $ (10.3 ) (17.6 %)










Gas Adjusted Gross Margin

$
18.0

   $ 18.7    $ (0.7 ) (3.7 %)
$
83.3

   $ 85.5    $ (2.2 ) (2.6 %)

Gas Adjusted Gross Margin (a

non-GAAP

The increase in Total Gas Operating ~~Revenue~~Revenues of ~~$2.6~~$8.5 million in the ~~three months ended September 30, 2020, compared to the same period in 2019, reflects~~first quarter of 2021 was driven by higher gas sales volumes and higher cost of gas sales, which are tracked and reconciled costs that are passed through directly to customers, partially offset by lower gas sales volumes. The decrease in Total Gas Operating Revenue of $12.5 million in the nine months ended September 30, 2020, compared to the same period in 2019, reflects lower cost of gas sales and lower sales volumes.customers.

Electric Sales, Revenues and Adjusted Gross Margin

Kilowatt-hour Sales

–

In the first quarter of 2021, Unitil’s total electric kWh sales increased ~~4.3% and 1.2%, respectively in the three and nine month periods ended September 30, 2020~~0.7% compared to the ~~same periods in 2019.~~first quarter of 2020. Sales to Residential customers increased ~~14.4% and 8.2%, respectively,~~7.3% while sales to C&I customers decreased 4.1% in the ~~three and nine month periods ended September 30, 2020~~first quarter of 2021 compared to the same ~~periods~~period in ~~2019. Sales to C&I customers decreased 2.8% and 3.6%, respectively, in the three and nine month periods ended September 30, 2020 compared to the same periods in 2019.~~2020. The ~~increases~~increase in sales to Residential customers ~~reflect~~reflects higher consumption due to the coronavirus pandemic,

~~stay-at-home~~

~~orders, warmer summer weather in 2020 compared to 2019 which resulted in higher use of air conditioning,~~ and customer ~~growth, partially offset by the warmer winter weather in 2020 which adversely impacted the usage of electricity for heating purposes.~~growth. The ~~decreases~~decrease in sales to C&I customers ~~reflect~~reflects lower usage as a result of the economic slowdown caused by the coronavirus pandemic, ~~and the warmer winter weather in 2020 which adversely impacted the usage of electricity for heating purposes,~~ partially offset by customer growth and warmer summer weather. Based on weather data collected in the Company’s electric service areas, there were 22.3% more CDD in the third quarter of 2020, on average, compared to the same period in 2019.growth. As of ~~September 30, 2020,~~March 31, 2021, the number of ~~total~~ electric customers served ~~has~~ increased by ~~1,048, including seasonal accounts,~~984 over the ~~last~~previous year. Sales margins from decoupled unit sales (representing approximately 27% of total annual kWh sales volume) are not sensitive to changes in electric kWh sales.

139

The following table details total kWh sales for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ by major customer class:


kWh Sales (millions)	kWh Sales (millions)
		Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended March 31,
		2020		2019		Change			% Change			2020		2019		Change			% Change			2021		2020		Change			% Change
Residential			207.0		180.9		26.1			14.4	%		539.4		498.3		41.1			8.2	%		192.2		179.1		13.1			7.3	%
Commercial / Industrial			250.4		257.7		(7.3	)		(2.8	%)		692.4		718.5		(26.1	)		(3.6	%)		231.9		241.9		(10.0	)		(4.1	%)

Total			457.4		438.6		18.8			4.3	%		1,231.8		1,216.8		15.0			1.2	%		424.1		421.0		3.1			0.7	%

Electric Operating Revenues and Electric Adjusted Gross Margin

The following table details ~~Total~~total Electric Operating Revenues and Electric Adjusted Gross Margin for the three months ended March 31, 2021 and ~~nine month periods ended September 30, 2020 and 2019:~~2020:

Electric Operating Revenues and Electric Adjusted Gross Margin ($ millions)

   Three Months Ended September 30, Nine Months Ended September 30,

2020
   2019    $ Change % Change
2020
   2019    $ Change % Change
Electric Operating Revenue:

Residential

$
36.1

   $ 34.4    $ 1.7 4.9 %
$
102.3

   $ 101.9    $ 0.4 0.4 %
Commercial / Industrial


23.8

   26.0    (2.2 ) (8.5 %)

68.0

   75.1    (7.1 ) (9.5 %)










Total Electric Operating Revenue

$
59.9

   $ 60.4    $ (0.5 ) (0.8 %)
$
170.3

   $ 177.0    $ (6.7 ) (3.8 %)










Cost of Electric Sales

$
35.4

   $ 35.3    $ 0.1 0.3 %
$
100.3

   $ 106.4    $ (6.1 ) (5.7 %)










Electric Adjusted Gross Margin

$
24.5

   $ 25.1    $ (0.6 ) (2.4 %)
$
70.0

   $ 70.6    $ (0.6 ) (0.8 %)


Electric Operating Revenues and Adjusted Gross Margin ($ in millions)
	Three Months Ended March 31,
	2021		2020		$ Change			% Change
Electric Operating Revenues:
Residential	$	36.2	$	35.9	$	0.3			0.8	%
Commercial / Industrial		23.9		24.3		(0.4	)		(1.6	%)

Total Electric Operating Revenues	$	60.1	$	60.2	$	(0.1	)		(0.2	%)

Total Cost of Electric Sales	$	36.4	$	37.1	$	(0.7	)		(1.9	%)

Electric Sales Margin	$	23.7	$	23.1	$	0.6			2.6	%

Electric Adjusted Gross Margin (a

non-GAAP

measure) was ~~$24.5 million and $70.0~~$23.7 million in the ~~three and nine months ended September 30, 2020, respectively, decreases~~first quarter of 2021, an increase of $0.6 million compared to the same period in 2020. This increase reflects colder winter weather, customer growth, and ~~$0.6 million, respectively, compared~~the combined net effect of higher Residential sales and lower C&I sales associated with the same periods in 2019. Electric Adjusted Gross Margin in the third quarter of 2020 reflects lower margin of $1.0 million from lower C&I kWh sales and demand sales (a measure of peak usage by certain C&I customers during the period) due to lower average usage primarily attributed to the economic slowdown caused by the coronavirus pandemic, partially offset by the positive effect of warmer summer weather on kWh sales, and higher rates of $0.4 million. Electric Adjusted Gross Margin in the nine month period reflects lower margin of $2.0 million from lower C&I kWh and demand sales due to lower average usage, primarily attributed to the economic slowdown caused by the coronavirus pandemic and warmer winter weather, partially offset by the positive effect of warmer summer weather on kWh sales, and customer growth. Electric Adjusted Gross Margin was also positively impacted in the nine month period by higher rates of $1.2 million and higher margin of $0.2 million from increased residential sales due to coronavirus pandemic

~~stay-at-home~~

~~orders.~~pandemic.

The ~~decreases~~decrease in Total Electric Operating ~~Revenue~~Revenues of ~~$0.5 million and $6.7~~$0.1 million in the ~~three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019 reflect~~first quarter of 2021 reflects lower cost of electric sales, ~~for the nine month period,~~ which are tracked and reconciled to costs that are passed through directly to customers, ~~and lower C&I sales.~~

~~Operating Revenue - Other~~

~~Total Other Operating Revenue (See “Other Operating Revenue –~~

~~Non-regulated”~~

~~in Note 1 to the accompanying Consolidated Financial Statements), which is comprised of revenues from the Company’s former~~

~~non-regulated~~

energy brokering business, Usource, decreased $0.9 million in the first nine months of 2020, compared to the same period in 2019, reflecting the Company’s divestiture of Usource in the first quarter of 2019 (See “Divestiture of

~~Non-Regulated~~

~~Business Subsidiary” in Note 1 to the accompanying Consolidated Financial Statements).~~

Operating Expenses

Cost of Gas Sales

–

Cost of Gas Sales includes the cost of ~~natural~~ gas purchased ~~and manufactured~~ to supply the Company’s total gas supply requirements and spending on energy efficiency programs. Cost of Gas Sales increased ~~$3.3~~$3.1 million, or ~~53.2%, and decreased $10.3 million, or 17.6%~~11.2%, in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The~~2020. This increase ~~in the three month period~~ reflects higher ~~average gas prices and a decrease in the amount~~sales of gas ~~purchased by customers directly from third-party suppliers,~~and higher wholesale gas prices, partially offset by ~~lower gas sales. The decrease in the nine month period reflects lower wholesale gas commodity prices and lower gas sales, partially offset by a decrease~~an increase in the amount of gas purchased by customers directly from third-party suppliers. ~~The~~Because the Company reconciles and recovers the approved Cost of Gas Sales in its rates at cost on a pass-through basis, ~~and therefore~~ changes in approved expenses do not affect earnings.

Cost of Electric Sales

–

Cost of Electric Sales includes the cost of electric supply as well as other energy supply related restructuring costs, including power supply buyout costs, and spending on energy efficiency programs. Cost of Electric Sales ~~increased $0.1~~decreased $0.7 million, or ~~0.3%~~1.9%, ~~and decreased $6.1 million, or 5.7%~~ in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The increase in the three month period reflects higher sales of electricity, partially offset by lower wholesale electricity prices. The~~2020. This decrease ~~in the nine month period~~ reflects lower wholesale electricity prices, partially offset by higher sales of electricity, and a decrease in the amount of electricity purchased by customers directly from third-party suppliers. ~~The~~Because Company reconciles and recovers the approved Cost of Electric Sales in its rates at cost on a pass-through basis, ~~and therefore~~ changes in approved expenses do not affect earnings.

Operation and Maintenance ~~(O&M) –~~-

O&M expense includes ~~gas~~electric and ~~electric~~gas utility operating costs, and the operating ~~cost~~costs of the Company’s ~~corporate and~~ other business activities. O&M ~~expense increased $0.6~~expenses decreased $0.9 million, or ~~3.9%, and decreased $1.3 million, or 2.6%~~5.0%, in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in 2019. The increase in the three month period reflects higher utility operating costs. The decrease in the nine month period includes $0.4 million of lower labor and other costs attributed to Usource operations in the first quarter of 2019.2020. The change in O&M expenses ~~in the nine month period also~~ reflects lower labor costs of ~~$1.2~~$0.8 million and lower professional fees of $0.4 million, partially offset by higher utility operating costs of $0.3 ~~million, partially offset by higher bad debt expense of $0.4 million, which includes a provision for the impact of the coronavirus pandemic, and higher professional fees of $0.2~~ million. The lower labor costs ~~in the nine month period~~ reflect lower ~~employee benefit costs.~~restricted stock expense, partially offset by higher salaries expense.

Depreciation and Amortization -

Depreciation and Amortization expense increased ~~$0.9~~$1.4 million, or ~~7.0%, and $1.7 million, or 4.4%~~10.4%, in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The increase in the three month period reflects increased~~2020, primarily reflecting additional depreciation onassociated with higher ~~levels of utility plant in service and higher amortization of software. The increase in the nine month period reflects increased depreciation on higher levels of~~ utility plant in service.

Taxes Other Than Income Taxes -

– Taxes Other Than Income Taxes decreased ~~$0.2~~$0.3 million, or ~~3.6%, and increased $0.9 million, or 5.3%~~4.6%, in the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019. The decrease in the three month period reflects~~2020, reflecting lower payroll taxes, partially offset by higher local property taxes on higher levels of utility plant in service. The increase in the nine month period reflects higher local property taxes on higher utility plant in service and the recognition of $0.6 million in property tax abatements in the second quarter of 2019, partially offset by lower payroll taxes. The lower payroll taxes in both periods reflect the recognition of $0.6 million of payroll tax credits associated with the CARES Act in the third quarter of 2020. See Note 8 (Income Taxes) to the accompanying Consolidated Financial Statements.

Other Expense (Income), Net –-

Other Expense (Income), Net ~~increased $0.1~~decreased $0.2 million, or ~~10.0%, for~~13.3% in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019. Other Expense (Income), Net changed from income of $9.8 million in the first nine months of 2019 to expense of $4.0 million in the first nine months of~~ 2020, ~~a net change of $13.8 million. This change primarily reflects a~~

~~pre-tax~~

~~gain of $13.4 million on the Company’s divestiture of Usource in the first quarter of 2019 and $0.4 million of higher~~reflecting lower retirement benefit and other ~~costs in 2020.~~costs.

Provision for Income Taxes

Federal and State Income Taxes ~~decreased $0.5 million and $4.4~~increased $1.8 million for the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019,~~2020, primarily reflecting ~~lower~~higher

pre-tax

earnings in the current ~~periods.~~period.

Interest Expense, Net -

Interest expense is presented in the ~~Consolidated Financial Statements~~financial statements net of interest income. Interest expense is mainly comprised of interest on long-term debt and short-term borrowings. In addition, certain reconciling rate mechanisms used by the Company’s distribution operating utilities give rise to regulatory assets and regulatory liabilities on which interest is ~~accrued.~~calculated.

Unitil’s utility subsidiaries operate a number of reconciling rate mechanisms to recover specifically identified costs on a ~~pass through~~pass-through basis. These reconciling rate mechanisms track costs and revenue on a monthly basis. In any given month, this monthly tracking and reconciling process will produce either an under-collected or an over-collected ~~position.~~balance. In accordance with the distribution utilities’ rate tariffs, interest is ~~accrued on~~calculated for these balances and will produce either interest income or interest expense. Consistent with regulatory precedent, interest income is recorded on an under-collection of costs which creates a regulatory asset to be recovered in future periods when rates are reset. Interest expense is recorded on an over-collection of costs, which creates a regulatory liability to be refunded in future periods when rates are reset.

Interest Expense, Net
   Three Months Nine Months
($ millions)
   Ended September 30, Ended September 30,

2020
2019 Change
2020
2019 Change
Interest Expense

Long-term Debt

$
6.0

$ 5.7 $ 0.3
$
18.1

$ 17.0 $ 1.1
Short-term Debt


0.3

0.6 (0.3 )

1.3

2.4 (1.1 )
Regulatory Liabilities


0.1

0.2 (0.1 )

0.2

0.5 (0.3 )


Subtotal Interest Expense


6.4

6.5 (0.1 )

19.6

19.9 (0.3 )


Interest (Income)

Regulatory Assets


(0.2
)
(0.2 ) —

(0.6
)
(0.6 ) —
AFUDC
(1)
and Other


(0.6
)
(0.5 ) (0.1 )

(1.3
)
(1.4 ) 0.1


Subtotal Interest (Income)


(0.8
)
(0.7 ) (0.1 )

(1.9
)
(2.0 ) 0.1


Total Interest Expense, Net

$
5.6

$ 5.8 $ (0.2 )
$
17.7

$ 17.9 $ (0.2 )

~~(1)~~

~~AFUDC – Allowance for Funds Used During Construction.~~

1611


Interest Expense, Net ($ in millions)	Three Months Ended March 31,
	2021			2020			Change
Interest Expense
Long-term Debt	$	6.6		$	6.1		$	0.5
Short-term Debt		0.2			0.6			(0.4	)
Regulatory Liabilities		0.1			0.1			—

Subtotal Interest Expense		6.9			6.8			0.1

Interest (Income)
Regulatory Assets		(0.1	)		(0.3	)		0.2
AFUDC and Other		(0.1	)		(0.3	)		0.2

Subtotal Interest (Income)		(0.2	)		(0.6	)		0.4

Total Interest Expense, Net	$	6.7		$	6.2		$	0.5

Interest Expense, Net in the three months ended March 31, 2021 increased $0.5 million compared to the same period in 2020, reflecting higher interest on long-term debt and higher net interest on regulatory assets and liabilities, partially offset by lower rates on lower levels of short-term borrowings.

CAPITAL REQUIREMENTS

Sources of Capital

Unitil requires capital to fund utility plant additions, working capital and other utility expenditures recovered in subsequent periods through regulated rates. The capital necessary to meet these requirements is derived primarily from ~~internally-generated~~internally generated funds, which consist of cash flows from operating activities. The Company initially supplements ~~internally-generated~~internally generated funds through short-term bank borrowings, as needed, under its unsecured revolving Credit Facility. Periodically, the Company replaces portions of its short-term debt with long-term financings more closely matched to the long-term nature of its utility assets. Additionally, from time to time, the Company has accessed the public capital markets through public offerings of equity securities. The Company’s utility operations are seasonal in nature and therefore are ~~therefore~~ subject to seasonal fluctuations in cash flows. The amount, type and timing of any future financing will vary from year to year based on capital needs and maturity or redemptions of securities.

The Company and its subsidiaries are individually and collectively members of the Unitil Cash Pool (the ~~“Cash Pool”)~~Cash Pool). The Cash Pool is the financing vehicle for

day-to-day

cash borrowing and investing. The Cash Pool allows for an efficient exchange of cash among the Company and its subsidiaries. The interest rates charged to the subsidiaries for borrowing from the Cash Pool are based on actual interest costs from lenders under the Company’s revolving Credit Facility (as ~~defined below)~~defined). At ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, the Company and all of its subsidiaries were in compliance with the regulatory requirements to participate in the Cash Pool.

On July 25, 2018, the Company entered into a Second Amended and Restated Credit Agreement and related documents (collectively, the ~~“Credit Facility”)~~Credit Facility) with a syndicate of lenders, which amended and restated in its entirety the Company’s prior credit facility. The Credit Facility extends to July 25, 2023, subject to two

one-year

extensions under certain circumstances, and has a borrowing limit of $120 million, which includes a $25 million sublimit for the issuance of standby letters of credit. The Credit Facility provides the Company with the ability to elect that borrowings under the Credit Facility bear interest under several options, including at a daily fluctuating rate of interest per annum equal to

one-month

London Interbank Offered Rate plus 1.125%. The Company may increase the borrowing limit under the Credit Facility by up to $50 million under certain circumstances.

The Company utilizes the Credit Facility for cash management purposes related to its short-term operating activities. Total gross borrowings were ~~$186.0~~$58.0 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. Total gross repayments were ~~$227.3~~$75.4 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The following table details the borrowing limits, amounts outstanding and amounts available under the Credit Facility as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019:~~2020:

Revolving Credit Facility ($ millions)


Sept 30,
   December 31,

2020
   2019    2019
Limit

$
120.0

   $ 120.0    $ 120.0
Short-Term Borrowings Outstanding


17.3

   49.2    58.6
Letter of Credit Outstanding


0.1

   0.1    0.1






Available

$
102.6

   $ 70.7    $ 61.3

Revolving Credit Facility ($ in millions)

Short-Term Borrowings Outstanding

Letter of Credit Outstanding

The Credit Facility contains customary terms and conditions for credit facilities of this type, including affirmative and negative covenants. There are restrictions on, among other things, the Company’s and its subsidiaries’ ability to permit liens or incur indebtedness, and restrictions on the Company’s ability to merge or consolidate with another entity or change its line of business. The affirmative and negative covenants under the Credit Facility ~~shall~~ apply until the Credit Facility terminates and all amounts borrowed under the Credit Facility are paid in full (or with respect to letters of credit, they are cash collateralized). The only financial covenant in the Credit Facility provides that Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis. At ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, the Company was in compliance with the covenants contained in the Credit Facility in effect on ~~that date. (See also “Credit Arrangements” in Note 4.)~~those dates.

The Company is monitoring the coronavirus pandemic, and does not believe itthe pandemic will adversely affect ~~the Company’s~~its access to capital and funding sources, ~~and~~or its planned capital expenditures. The Company believes ~~the~~its future operating cash flows, ~~of the Company, along with~~ its ~~existing~~available borrowing ~~availability~~capacity, and its access to ~~financial~~private and public capital markets for the issuance of ~~new~~ long-term debt and equity securities will be sufficient to meet ~~any~~its working capital and ~~future operating requirements, and forecasted~~ capital investment ~~opportunities.~~needs.

~~As discussed previously, the Company divested of its~~

~~non-regulated~~

~~subsidiary business, Usource,~~On December 18, 2020, Unitil Realty Corp. entered into a loan agreement in the ~~first quarter~~amount of ~~2019. The Company~~$4.7 million at 2.64%, with a maturity date of December 18, 2030. Less than $0.1 million of costs associated with this loan have been recorded as a reduction to the proceeds. Unitil Realty Corp. used the net proceeds ~~of $9.8 million~~ from this ~~divestiture~~loan for general corporate purposes.

On September 15, 2020, Northern Utilities issued $40 million of Notes due 2040 at 3.78%. Fitchburg issued $27.5 million of Notes due 2040 at 3.78%. Unitil Energy issued $27.5 million of Bonds due 2040 at 3.58%. Northern Utilities, Fitchburg and Unitil Energy used the net proceeds from these offerings to repay short-term debt and for general corporate purposes. Approximately $0.5 million of costs associated with these issuances have been ~~netted against~~recorded as a reduction to Long-Term Debt for presentation purposes on the Consolidated Balance Sheets.

On December 18, 2019, Unitil Corporation issued $30 million of Notes due 2029 at 3.43%. Unitil Corporation used the net proceeds from this offering to repay short-term debt and for general corporate purposes. Approximately $0.2 million of costs associated with these issuances have been netted against Long-Term Debt for presentation purposes on the Consolidated Balance Sheets.

On September 12, 2019, Northern Utilities issued $40 million of Notes due 2049 at 4.04%. Northern Utilities used the net proceeds from this offering to repay short-term debt and for general corporate purposes. Approximately $0.2 million of costs associated with these issuances have been netted against Long-Term Debt for presentation purposes on the Consolidated Balance Sheets.

In April 2014, Unitil Service Corp. entered into a financing arrangement, structured as a capital lease obligation, for various information systems and technology equipment. Final funding under this capital lease occurred on October 30, 2015, resulting in total funding of $13.4 million. This capital lease was paid in full in the second quarter of 2019.

Unitil Corporation and its utility subsidiaries, Fitchburg, Unitil Energy, Northern Utilities, and Granite State currently are ~~currently~~ rated “BBB+” by Standard & Poor’s Ratings Services. Unitil Corporation and Granite State currently are ~~currently~~ rated “Baa2”, and Fitchburg, Unitil Energy and Northern Utilities are currently rated “Baa1” by Moody’s Investors Services.

The continued availability of various methods of financing, as well as the choice of a specific form of security for such financing, will depend on many factors, including, but not limited to: security market conditions; general economic climate; regulatory approvals; the ability to meet covenant issuance restrictions; the level of earnings, cash flows and financial position; and the competitive pricing offered by financing sources.

The Company provides limited guarantees on certain energy and gas storage management contracts entered into by the distribution utilities. The Company’s policy is to limit the duration of these guarantees. As of ~~September 30, 2020,~~March 31, 2021, there were approximately ~~$6.2~~$0.7 million of guarantees ~~outstanding.~~outstanding with a duration less than one year.

Northern Utilities enters into asset management agreements under which Northern Utilities releases certain gas pipeline and storage assets, resells the gas storage inventory to an asset manager and subsequently repurchases the inventory over the course of the gas heating season at the same price at which it sold the gas inventory to the asset manager. There was ~~$6.0~~$1.5 million, ~~$8.1~~$2.5 million and ~~$6.5~~$5.4 million of gas storage inventory at ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, respectively, related to these asset management agreements. The amount of gas inventory released in ~~September 2020~~March 2021 and payable in ~~October 2020~~April 2021 is ~~less than $0.1~~$0.5 million and is recorded in Accounts Payable at ~~September 30,~~March 31, 2021. The amount of gas inventory released in March 2020 and payable in April 2020 was $0.6 million and was recorded in Accounts Payable at March 31, 2020. The amount of gas inventory released in ~~September 2019 and payable in October 2019 was $0.1 million and was recorded in Accounts Payable at September 30, 2019. The amount of gas inventory released in~~ December ~~2019~~2020 and payable in January ~~2020~~2021 was $1.0 million and was recorded in Accounts Payable at December 31, ~~2019.~~2020.

Off-Balance

Sheet Arrangements

The Company and its subsidiaries do not currently use, and are not dependent on the use of,

off-balance

sheet financing arrangements such as securitization of receivables or obtaining access to assets or cash through special purpose entities or variable interest entities. Unitil Corporation’s subsidiaries conduct a portion of their operations in leased facilities, and lease some of their vehicles, machinery and office equipment under both capital and operating lease arrangements. ~~Additionally, as~~As of ~~September 30, 2020,~~March 31, 2021, there were approximately ~~$6.2~~$0.7 million of guarantees on certain energy and gas storage management contracts entered into by the distribution utilities outstanding. See Note 4 (Debt and Financing Arrangements) to the accompanying Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In making those estimates and assumptions, the Company sometimes is ~~sometimes~~ required to make difficult, subjective and/or complex judgments about the ~~impact~~effect of matters that are inherently uncertain and for which different estimates that could reasonably have been used could have resulted in material differences in its financial statements. If actual results were to differ significantly from those estimates, assumptions and judgment, the financial position of the Company could be materially affected and the results of operations of the Company could be materially different than reported. As of ~~September 30, 2020,~~March 31, 2021, the Company’s critical accounting policies and estimates had not changed significantly from December 31, ~~2019.~~2020. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations –~~ Operations—Critical Accounting Policies” in the Company’s ~~2019~~2020 Form

10-K

for additional information.

~~LABOR RELATIONS~~EMPLOYEES

Unitil’s commitment to excellence begins with its employees. As of ~~September 30, 2020,~~March 31, 2021, the Company and its subsidiaries had ~~505~~506 employees. The Company considers its relationship with employees to be good and has not experienced any major labor disruptions. Unitil’s employees are focused on the Company’s mission to safely and reliably deliver “energy for life” and provide customers with affordable and sustainable energy solutions.

The Company strives to be the employer of choice in the communities it serves – regardless of race, religion, color, gender identification, or sexual orientation. The Company works diligently to attract the best talent from a diverse range of sources to meet the current and future demands of our business.

To attract and retain a talented workforce, Unitil provides employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location. All employees are eligible for health insurance, paid and unpaid leave, educational assistance, retirement plan and life and disability/accident coverage.

Employees at Unitil have the opportunity to be heard. Feedback from employees is collected annually in the Company’s Employee Opinion survey. This feedback helps create action plans to improve the engagement of employees consistent with the Company’s culture of continuous improvement.

As of ~~September 30, 2020,~~March 31, 2021, a total of ~~165~~163 employees of certain of the Company’s subsidiaries were represented by labor unions. The following table details by subsidiary the employees covered by a collective bargaining agreement (CBA) as of ~~September 30, 2020:~~March 31, 2021:


	Employees Covered		CBA Expiration
Fitchburg		43		05/31/2022
Northern Utilities NH Division		36		06/07/2025
Northern Utilities ME Division		36		03/31/~~2021~~2026
Granite State		54		03/31/~~2021~~2026
Unitil Energy		4039		05/31/2023
Unitil Service ~~Corp.~~		5		05/31/2023

The CBAs provide discrete salary adjustments, established work practices and uniform benefit packages. The Company expects to negotiate new agreements prior to their expiration dates.

INTEREST RATE RISK

Unitil meets its external financing needs in part by issuing short-term and long-term debt. The majority of debt outstanding represents long-term notes ~~or bonds~~ bearing fixed rates of interest. Changes in market interest rates do not affect interest expense resulting from these outstanding long-term debt securities. However, the Company periodically repays its short-term debt borrowings through the issuance of new long-term debt securities. Changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuances of long-term debt securities. In addition, short-term debt borrowings bear a variable rate of interest.

As a result, changes in short-term interest rates will increase or decrease interest expense in future periods. For example, if the average amount of short-term debt outstanding was $25 million for the period of one year, a change in interest rates of 1% would result in a change in annual interest expense of approximately $250,000. The average interest rates on the Company’s short-term borrowings and intercompany money pool transactions for the three months ended ~~September 30,~~March 31, 2021 and March 31, 2020 ~~and September 30, 2019~~ were 1.3% and ~~3.4%, respectively. The average interest rates on the Company’s short-term borrowings for the nine months ended September 30, 2020 and September 30, 2019 were 1.8% and 3.6%~~2.6%, respectively. The average interest rate on the Company’s short-term borrowings for the twelve months ended December 31, ~~2019~~2020 was ~~3.4%~~1.7%.

COMMODITY PRICE RISK

Although Unitil’s three distribution utilities are subject to commodity price risk as part of their traditional operations, the current regulatory framework within which these companies operate allows for full collection of electric power and ~~natural~~ gas supply costs in rates on a pass-through basis. Consequently, there is limited commodity price risk after consideration of the related rate-making. As discussed in Note 6 (Regulatory Matters), the Company has divested its long-term power supply contracts and therefore, further reduced its exposure to commodity risk.

REGULATORY MATTERS

~~Please refer~~Refer to Note 6 to the unaudited Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of Regulatory Matters.

ENVIRONMENTAL MATTERS

~~Please refer~~Refer to Note 7 to the unaudited Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of Environmental Matters.

2016

Item 1. Financial Statements

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Millions, except per share data)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2020		2019		2020		2019			2021		2020
Operating Revenues
Gas	$	27.5	$	24.9	$	131.4	$	143.9		$	78.7	$	70.2
Electric		59.9		60.4		170.3		177.0			60.1		60.2
Other		—		—		—		0.9

Total Operating Revenues		87.4		85.3		301.7		321.8			138.8		130.4


Operating Expenses
Cost of Gas Sales		9.5		6.2		48.1		58.4			30.9		27.8
Cost of Electric Sales		35.4		35.3		100.3		106.4			36.4		37.1
Operation and Maintenance		16.1		15.5		48.6		49.9			17.0		17.9
Depreciation and Amortization		13.7		12.8		40.7		39.0			14.9		13.5
Taxes Other Than Income Taxes		5.3		5.5		17.9		17.0
Taxes Other than Income Taxes											6.2		6.5

Total Operating Expenses		80.0		75.3		255.6		270.7			105.4		102.8

Operating Income		7.4		10.0		46.1		51.1			33.4		27.6
Interest Expense, Net		5.6		5.8		17.7		17.9			6.7		6.2
Other Expense (Income), Net		1.1		1.0		4.0		(9.8	)		1.3		1.5

Income Before Income Taxes		0.7		3.2		24.4		43.0			25.4		19.9
Provision for Income Taxes		0.4		0.9		5.8		10.2

Provision For Income Taxes											6.5		4.7

Net Income	$	0.3	$	2.3	$	18.6	$	32.8		$	18.9	$	15.2

Net Income Per Common Share (Basic and Diluted)	$	0.02	$	0.15	$	1.25	$	2.20		$	1.26	$	1.02
Weighted Average Common Shares Outstanding – (Basic and Diluted)		14.9		14.9		14.9		14.9			15.0		14.9

(The accompanying notes are an integral part of these consolidated unaudited financial statements.)

2117

Table of Contents

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Millions)

(UNAUDITED)


	September 30,				December 31,		March 31,				December 31,
	2020		2019		2019		2021		2020		2020
ASSETS:

Current Assets :
Current Assets:
Cash and Cash Equivalents	$	8.2	$	7.3	$	5.2	$	6.1	$	6.2	$	6.0
Accounts Receivable, Net		48.6		39.4		55.1		73.2		62.6		62.0
Accrued Revenue		39.1		35.3		50.0		34.7		38.6		50.9
Exchange Gas Receivable		6.5		8.6		6.1		1.2		2.2		4.9
Gas Inventory		0.6		0.8		0.8		0.4		0.4		0.6
Taxes Refundable		0.1		2.9		—
Materials and Supplies		8.5		7.7		7.9		9.2		9.2		8.5
Prepayments and Other		5.7		5.4		5.8		7.9		6.6		6.4

Total Current Assets		117.3		107.4		130.9		132.7		125.8		139.3


Utility Plant:
Gas		876.8		783.2		837.7		922.4		869.7		920.2
Electric		545.9		514.8		529.7		576.8		538.4		575.9
Common		63.3		61.6		62.7		64.5		62.8		64.1
Construction Work in Progress		101.0		72.9		37.4		38.3		43.3		34.8

Utility Plant		1,587.0		1,432.5		1,467.5
Total Utility Plant								1,602.0		1,514.2		1,595.0
Less: Accumulated Depreciation		401.7		348.6		356.0		409.7		389.1		401.8

Net Utility Plant		1,185.3		1,083.9		1,111.5		1,192.3		1,125.1		1,193.2


Other Noncurrent Assets:
Regulatory Assets		104.4		98.7		112.0		128.7		105.3		127.4
Operating Lease Right of Use Assets		5.6		4.2		4.0		5.4		4.9		5.2
Other Assets		11.3		15.5		12.4		17.9		17.3		12.8

Total Other Noncurrent Assets		121.3		118.4		128.4		152.0		127.5		145.4


TOTAL ASSETS	$	1,423.9	$	1,309.7	$	1,370.8	$	1,477.0	$	1,378.4	$	1,477.9

(The accompanying notes are an integral part of these consolidated unaudited financial statements.)

221

Table of Contents

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS (Cont.)

(Millions, except number of shares) (UNAUDITED)


	September 30,				December 31,		March 31,				December 31,
	2020		2019		2019		2021		2020		2020
LIABILITIES AND CAPITALIZATION:
Current Liabilities:
Accounts Payable	$	25.1	$	22.9	$	37.6	$	28.7	$	26.5	$	33.2
Short-Term Debt		17.3		49.2		58.6		37.3		71.6		54.7
Long-Term Debt, Current Portion		6.3		19.5		19.5		8.5		6.3		8.5
Regulatory Liabilities		10.6		14.4		7.4		14.7		10.5		5.5
Energy Supply Obligations		12.1		12.5		10.5		7.7		7.9		10.4
Interest Payable		7.2		7.1		4.5		6.8		7.2		5.0
Environmental Obligations		0.3		0.6		0.6		0.3		0.3		0.3
Other Current Liabilities		19.3		18.2		21.1		18.9		16.8		18.5

Total Current Liabilities		98.2		144.4		159.8		122.9		147.1		136.1

Noncurrent Liabilities:
Retirement Benefit Obligations		145.0		120.8		141.9		164.8		145.4		162.3
Deferred Income Taxes, net		109.4		108.3		103.6
Deferred Income Taxes, Net								115.4		108.7		109.0
Cost of Removal Obligations		107.1		98.4		96.0		102.5		98.8		105.2
Regulatory Liabilities		44.7		46.7		46.6		43.5		45.1		44.3
Environmental Obligations		1.9		2.2		2.1		1.8		1.9		1.8
Other Noncurrent Liabilities		7.8		8.0		6.5		7.0		7.2		6.9

Total Noncurrent Liabilities		415.9		384.4		396.7		435.0		407.1		429.5

Capitalization:
Long-Term Debt, Less Current Portion		529.0		410.9		437.5		515.8		436.3		523.1
Stockholders’ Equity:
Common Equity (Authorized: 25,000,000 and Outstanding: 15,005,881, 14,925,898 and 14,930,170 Shares)		284.8		281.7		282.5
Common Equity (Authorized: 25,000,000 and Outstanding:15,041,629, 14,963,444 and 15,012,310 Shares)								286.3		284.0		285.3
Retained Earnings		95.8		88.1		94.1		116.8		103.7		103.7

Total Common Stock Equity		380.6		369.8		376.6		403.1		387.7		389.0
Preferred Stock		0.2		0.2		0.2		0.2		0.2		0.2

Total Stockholders’ Equity		380.8		370.0		376.8		403.3		387.9		389.2

Total Capitalization		909.8		780.9		814.3		919.1		824.2		912.3

Commitments and Contingencies (Notes 6 & 7)								0
TOTAL LIABILITIES AND CAPITALIZATION	$	1,423.9	$	1,309.7	$	1,370.8	$	1,477.0	$	1,378.4	$	1,477.9

(The accompanying notes are an integral part of these consolidated unaudited financial statements.)

231

Table of Contents

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions) (UNAUDITED)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2020			2019			2021			2020
Operating Activities:
Net Income	$	18.6		$	32.8		$	18.9		$	15.2
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Adjustments to Reconcile Net Income to Cash
Provided by Operating Activities:
Depreciation and Amortization		40.7			39.0			14.9			13.5
Deferred Tax Provision		3.0			9.3			6.2			4.7
Gain on Divestiture, Net (See Note 1)		—			(13.4	)
Changes in Working Capital Items:
Accounts Receivable		6.5			27.4			(11.2	)		(7.5	)
Accrued Revenue		10.9			19.4			16.2			11.4
Exchange Gas Receivable		(0.4	)		(0.5	)		3.7			3.9
Regulatory Liabilities		3.2			2.9			9.2			3.1
Accounts Payable		(12.5	)		(19.7	)		(4.5	)		(11.1	)
Other Changes in Working Capital Items		0.9			(2.4	)		0.8			(3.0	)
Deferred Regulatory and Other Charges		5.3			(4.7	)		(7.7	)		(0.4	)
Other, net		(1.3	)		2.1
Other, Net								1.2			(1.9	)

Cash Provided by Operating Activities		74.9			92.2			47.7			27.9

Investing Activities:
Property, Plant and Equipment Additions		(93.6	)		(76.7	)		(14.1	)		(16.8	)
Proceeds from Divestiture, Net (See Note 1)		—			13.4

Cash (Used in) Investing Activities		(93.6	)		(63.3	)		(14.1	)		(16.8	)

Financing Activities:
Repayment of Short-Term Debt, net		(41.3	)		(33.6	)
(Repayment of) Proceeds from Short-Term Debt, Net								(17.4	)		13.0
Repayment of Long-Term Debt		(15.9	)		(15.2	)		(7.2	)		(14.4	)
Issuance of Long-Term Debt		95.0			40.0
Long-Term Debt Issuance Costs		(0.5	)		(0.2	)
Decrease in Capital Lease Obligations		—			(5.1	)
Net Increase in Exchange Gas Financing		0.5			0.5
Increase in Capital Lease Obligations								0.1			0.2
Net Decrease in Exchange Gas Financing								(3.5	)		(3.6	)
Dividends Paid		(16.9	)		(16.7	)		(5.8	)		(5.6	)
Proceeds from Issuance of Common Stock		0.8			0.9			0.3			0.3

Cash Provided by (Used in) Financing Activities		21.7			(29.4	)
Cash (Used in) Financing Activities								(33.5	)		(10.1	)

Net Increase (Decrease) in Cash and Cash Equivalents		3.0			(0.5	)
Net Increase in Cash and Cash Equivalents								0.1			1.0
Cash and Cash Equivalents at Beginning of Period		5.2			7.8			6.0			5.2

Cash and Cash Equivalents at End of Period	$	8.2		$	7.3		$	6.1		$	6.2

Supplemental Cash Flow Information:
Interest Paid	$	15.3		$	15.6		$	4.9		$	3.6
Income Taxes Paid	$	0.8		$	0.9		$	0.3		$	—
Payments on Capital Leases	$	0.2		$	5.4		$	0.1		$	0.1
Non-cash Investing Activity:
Capital Expenditures Included in Accounts Payable	$	0.6		$	0.8		$	4.1		$	0.5
Right-of-Use Assets Obtained in Exchange for Lease Obligations	$	1.6		$	4.2		$	0.2		$	0.9

(The accompanying notes are an integral part of these consolidated unaudited financial statements.)

Table of Contents

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

(Millions, except number of shares)

(UNAUDITED)

~~(UNAUDITED)~~

   Common
Equity    Retained
Earnings Total
Three Months Ended September 30, 2020

Balance at July 1, 2020
   $ 284.4    $ 101.1
$
385.5

Net Income
      0.3

0.3

Dividends on Common Shares ($0.375 per share)
      (5.6 )

(5.6
)
Stock Compensation Plans
   0.1

0.1

Issuance of 6,650 Common Shares
   0.3

0.3





Balance at September 30, 2020

$
284.8


$
95.8

$
380.6





Three Months Ended September 30, 2019

Balance at July 1, 2019
   $ 281.3    $ 91.5
$
372.8

Net Income
      2.3

2.3

Dividends on Common Shares ($0.370 per share)
      (5.7 )

(5.7
)
Stock Compensation Plans
   0.1

0.1

Issuance of 4,727 Common Shares
   0.3

0.3





Balance at September 30, 2019

$
281.7


$
88.1

$
369.8


	Common Equity		Retained Earnings			Total
Balance at January 1, 2021	$	285.3	$	103.7		$	389.0
Net Income				18.9			18.9
Dividends on Common Shares ($0.38 per Common Share)				(5.8	)		(5.8	)
Stock Compensation Plans		0.7					0.7
Issuance of 6,179 Common Shares		0.3					0.3

Balance at March 31, 2021	$	286.3	$	116.8		$	403.1

Balance at January 1, 2020	$	282.5	$	94.1		$	376.6
Net Income				15.2			15.2
Dividends on Common Shares ($0.375 per Common Share)				(5.6	)		(5.6	)
Stock Compensation Plans		1.2					1.2
Issuance of 4,644 Common Shares		0.3					0.3

Balance at March 31, 2020	$	284.0	$	103.7		$	387.7

(The accompanying notes are an integral part of these consolidated unaudited financial statements.)

252

UNITIL CORPORATION AND SUBSIDIARY COMPANIES

~~CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY~~

~~(Millions, except number of shares)~~

~~(UNAUDITED)~~

   Common
Equity    Retained
Earnings Total
Nine Months Ended September 30, 2020

Balance at January 1, 2020
   $ 282.5    $ 94.1
$
376.6

Net Income
      18.6

18.6

Dividends on Common Shares ($1.125 per share)
      (16.9 )

(16.9
)
Stock Compensation Plans
   1.5

1.5

Issuance of 16,849 Common Shares
   0.8

0.8





Balance at September 30, 2020

$
284.8


$
95.8

$
380.6





Nine Months Ended September 30, 2019

Balance at January 1, 2019
   $ 279.1    $ 72.0
$
351.1

Net Income
      32.8

32.8

Dividends on Common Shares ($1.11 per share)
      (16.7 )

(16.7
)
Stock Compensation Plans
   1.7

1.7

Issuance of 15,793 Common Shares
   0.9

0.9





Balance at September 30, 2019

$
281.7


$
88.1

$
369.8

~~(The accompanying notes are an integral part of these consolidated unaudited financial statements.)~~

~~Table of Contents~~

~~UNITIL CORPORATION AND SUBSIDIARY COMPANIES~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

–

Unitil Corporation (Unitil or the ~~Company)~~Com

any) is a public utility holding ~~company headquartered in Hampton, New Hampshire.~~company. Unitil and its subsidiaries are subject to regulation as a holding company system by the Federal Energy Regulatory Commission (FERC) under the Energy Policy Act of 2005. The following companies are wholly-owned subsidiaries of Unitil: Unitil Energy Systems, Inc. (Unitil Energy), Fitchburg Gas and Electric Light Company (Fitchburg), Northern Utilities, Inc. (Northern Utilities), Granite State Gas Transmission, Inc. (Granite State), Unitil Power Corp. (Unitil Power), Unitil Realty Corp. (Unitil Realty), Unitil Service Corp. (Unitil Service) and its

non-regulated

business unit Unitil Resources, Inc. (Unitil Resources).

The Company’s earnings are seasonal and typically are ~~typically~~ higher in the first and fourth quarters when customers use gas for heating purposes.

Unitil’s principal business is the local distribution of electricity in the southeastern seacoast and capital city areas of New Hampshire and the greater Fitchburg area of north central Massachusetts and the local distribution of gas in southeastern New Hampshire, portions of southern Maine to the Lewiston-Auburn area and in the greater Fitchburg area of north central Massachusetts. Unitil has three distribution utility subsidiaries, including Unitil Energy, which operates in New Hampshire; Fitchburg, which operates in Massachusetts; and Northern Utilities, which operates in New Hampshire and Maine (collectively referred to as the “distribution utilities”).

Granite State is an interstate gas transmission pipeline company, operating 86 miles of underground gas transmission pipeline primarily located in Maine and New Hampshire. Granite State provides Northern Utilities with interconnection to 3 major gas pipelines and access to domestic gas supplies in the south and Canadian gas supplies in the north. Granite State derives its revenues principally from the transportation services provided to Northern Utilities and, to a lesser extent, third-party marketers.

A fifth utility subsidiary, Unitil Power, formerly functioned as the full requirements wholesale power supply provider for Unitil Energy. In connection with the implementation of electric industry restructuring in New Hampshire, on May 1, 2003 Unitil Power ceased being the wholesale supplier of Unitil Energy ~~on May 1, 2003~~ and divested of its long-term power supply contracts through the sale of the entitlements to the electricity associated with various electric power supply contracts it had acquired to serve Unitil Energy’s customers. In the period since, Unitil Power continued to flow revenues and expenses from remaining contracts to Unitil Energy under the Amended Unitil System Agreement. The last of those contracts expired October 31, 2020, and the Company no longer has material revenues or expenses associated with them.

Unitil also has 3 other wholly-owned subsidiaries: Unitil Service, Unitil Realty and Unitil Resources. Unitil Service provides, at cost, a variety of administrative and professional services, including regulatory, financial, accounting, human resources, engineering, operations, technology, energy management and management services on a centralized basis to its affiliated Unitil companies. Unitil Realty owns and manages the Company’s corporate office in Hampton, New Hampshire and leases this facility to Unitil Service under a long-term lease arrangement. Unitil Resources is the Company’s wholly-owned

non-regulated

subsidiary. Usource, Inc. and Usource L.L.C. (collectively, Usource), which the Company divested of in the first quarter of 2019, were wholly-owned subsidiaries of Unitil Resources. Usource provided energy brokering and advisory services to large commercial and industrial customers in the northeastern United States. See additional discussion in the “Divestiture of

~~Non-Regulated~~

~~Business Subsidiary” section.~~

Basis of Presentation –-

The accompanying unaudited consolidated financial statements of Unitil have been prepared in accordance with the instructions to Form

~~Form~~ 10-Q

and include ~~all of~~ the information and footnotes required by generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, ~~2020.~~2021. For ~~further~~additional information, ~~please~~ refer to Note 1 of Part II to the Consolidated Financial Statements – “Summary of Significant Accounting Policies” of the

Company’s ~~Annual Report on~~Form

~~Form~~ 10-K

for the year ended December 31, ~~2019,~~2020, as filed with the Securities and Exchange Commission (SEC) on ~~January 30, 2020,~~February 2, 2021, for a description of the Company’s Basis of Presentation.

Table of Contents

~~Divestiture of~~

~~Non-Regulated~~

~~Business Subsidiary –~~

~~On March 1, 2019, the Company divested of its~~

~~non-regulated~~

~~energy brokering and advisory business subsidiary, Usource. The Company recognized an~~

~~after-tax~~

~~net gain of approximately $9.8 million on this divestiture in the first quarter of 2019. The~~

~~pre-tax~~

net gain of approximately $13.4 million on this divestiture is included in Other Expense (Income), Net on the Consolidated Statements of Earnings for the nine months ended September 30, 2019, while the income taxes associated with this transaction of $3.6 million are included in the Provision For Income Taxes for that period.

Utility Revenue Recognition -

Gas ~~Operating~~Operati

g Revenues and Electric Operating Revenues consist of billed and unbilled revenue and revenue from rate adjustment mechanisms. Billed and unbilled revenue includes delivery revenue and pass-through revenue, recognized according to tariffs approved by federal and state regulatory commissions, which determine the amount of revenue the Company will record for these items. Revenue from rate adjustment mechanisms is accrued revenue, recognized in connection with rate adjustment mechanisms, and authorized by regulators for recognition in the current period for future cash recoveries from, or credits to, customers.

~~Billed and unbilled revenue~~Revenue is recorded when service is rendered or energy is delivered to customers. However, the determination of energy sales to individual customers is based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each calendar month, amounts of energy delivered to customers since the date of the last meter reading are estimated and the corresponding unbilled revenues are calculated. These unbilled revenues are estimated each month based on estimated customer usage by class and applicable customer rates, taking into account current and historical weather data, assumptions pertaining to metering patterns, billing cycle statistics, and other estimates and assumptions, and are then reversed in the following month when billed to customers.

A majority of the Company’s revenue from contracts with customers continues to be recognized on a monthly basis based on applicable tariffs and customer monthly consumption. Such revenue is recognized using the invoice practical expedient, which allows an entity to recognize revenue in the amount that directly corresponds to the value transferred to the customer.

The Company’s billed and unbilled revenue meets the definition of “revenues from contracts with customers” as defined in Accounting Standards Codification (ASC) 606. Revenue recognized in connection with rate adjustment mechanisms is consistent with the definition of alternative revenue programs in ASC

980-605-25-3,

as the Company has the ability to adjust rates in the future as a result of past activities or completed events. The rate adjustment mechanisms meet the criteria within ASC

980-605-25-4.

In cases where allowable costs are greater than operating revenues billed in the current period for the individual rate adjustment mechanism, additional operating revenue is recognized. In cases where allowable costs are less than operating revenues billed in the current period for the individual rate adjustment mechanism, operating revenue is reduced. ASC 606 requires the Company to disclose separately the amount of revenues from contracts with customers and alternative revenue program revenues.

In the following tables, revenue is classified by the types of goods/services rendered and market/customer type.


	Three Months Ended September 30, 2020									Three Months Ended March 31, 2021
Gas and Electric Operating Revenues ($ millions):	Gas			Electric			Total			Gas			Electric			Total
Billed and Unbilled Revenue:
Residential	$	7.0		$	35.3		$	42.3		$	37.7		$	38.1		$	75.8
C&I		11.6			24.1			35.7			50.1			25.9			76.0
Other		1.4			1.4			2.8			5.4			1.8			7.2

Total Billed and Unbilled Revenue		20.0			60.8			80.8			93.2			65.8			159.0
Rate Adjustment Mechanism Revenue		7.5			(0.9	)		6.6			(14.5	)		(5.7	)		(20.2	)

Total Gas and Electric Operating Revenues	$	27.5		$	59.9		$	87.4		$	78.7		$	60.1		$	138.8


	Three Months Ended September 30, 2019
Gas and Electric Operating Revenues ($ millions):	Gas			Electric			Total
Billed and Unbilled Revenue:
Residential	$	6.9		$	31.3		$	38.2
C&I		12.5			24.5			37.0
Other		1.1			1.5			2.6

Total Billed and Unbilled Revenue		20.5			57.3			77.8
Rate Adjustment Mechanism Revenue		4.4			3.1			7.5

Total Gas and Electric Operating Revenues	$	24.9		$	60.4		$	85.3


	Nine Months Ended September 30, 2020
Gas and Electric Operating Revenues ($ millions):	Gas			Electric			Total
Billed and Unbilled Revenue:
Residential	$	52.4		$	99.9		$	152.3
C&I		72.9			68.7			141.6
Other		5.6			4.9			10.5

Total Billed and Unbilled Revenue		130.9			173.5			304.4
Rate Adjustment Mechanism Revenue		0.5			(3.2	)		(2.7	)

Total Gas and Electric Operating Revenues	$	131.4		$	170.3		$	301.7


	Nine Months Ended September 30, 2019
Gas and Electric Operating Revenues ($ millions):	Gas			Electric			Total
Billed and Unbilled Revenue:
Residential	$	61.4		$	94.8		$	156.2
C&I		89.5			72.2			161.7
Other		9.1			5.8			14.9

Total Billed and Unbilled Revenue		160.0			172.8			332.8
Rate Adjustment Mechanism Revenue		(16.1	)		4.2			(11.9	)

Total Gas and Electric Operating Revenues	$	143.9		$	177.0		$	320.9

292

Table of Contents


	Three Months Ended March 31, 2020
Gas and Electric Operating Revenues ($ millions):	Gas			Electric			Total
Billed and Unbilled Revenue:
Residential	$	31.1		$	34.4		$	65.5
C&I		42.3			24.1			66.4
Other		3.0			2.0			5.0

Total Billed and Unbilled Revenue		76.4			60.5			136.9
Rate Adjustment Mechanism Revenue		(6.2	)		(0.3	)		(6.5	)

Total Gas and Electric Operating Revenues	$	70.2		$	60.2		$	130.4

Fitchburg is subject to revenue decoupling. Revenue decoupling is the term given to the elimination of the dependency of a utility’s distribution revenue on the volume of electricity or ~~natural~~ gas sales. The difference between distribution revenue amounts billed to customers and the targeted revenue decoupling amounts is recorded as an increase or a decrease in Accrued Revenue, which forms the basis for resetting rates for future cash recoveries from, or credits to, customers. These revenue decoupling targets may be adjusted as a result of rate cases that the Company files with the MDPU. ~~The Company estimates that revenue decoupling applies to approximately 27% and 11% of Unitil’s total annual electric and natural gas sales volumes, respectively.~~

~~Other Operating Revenue -~~

~~Non-regulated~~

~~- Other Operating Revenue -~~

~~Non-regulated~~

–

~~Other Operating Revenue consists solely of~~

~~revenue from Usource, Unitil’s~~

~~non-regulated~~

subsidiary, which, as discussed previously, the Company divested of on March 1, 2019. Usource conducted its business activities as a broker of competitive energy services. Usource did not take title to the electric and gas commodities which were the subject of the brokerage contracts. The Company recorded energy brokering revenues based upon the amount of electricity and gas delivered to customers through the end of the accounting period. Usource partnered with certain entities to facilitate these brokerage services and paid these entities a fee under revenue sharing agreements.

Income Taxes –-

The Company is subject to Federal and State income taxes ~~as well as~~and various other business taxes. ~~This~~The Company’s process for determining income tax amounts involves estimating the Company’s current tax liabilities, ~~as well as~~and assessing temporary and permanent differences resulting from the timing of the deductions of expenses and recognition of taxable income for tax and book accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company’s Consolidated Balance Sheets. The Company accounts for income tax assets, liabilities and expenses in accordance with the FASB Codification guidance on Income Taxes. The Company classifies ~~penalty~~penalties and interest expense related to income tax liabilities as income tax expense and interest expense, respectively, in the Consolidated Statements of Earnings.

Provisions for income taxes are calculated in each ~~of the jurisdictions~~jurisdiction in which the Company operates, for each period for which a statement of earnings is presented. The Company accounts for income taxes in accordance with the FASB Codification guidance on Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Significant judgments and estimates are required in determining the current and deferred tax assets and liabilities. The Company’s deferred tax assets and liabilities reflect its best assessment of estimated future taxes to be paid. In accordance with the FASB Codification, the Company periodically assesses the realization of its deferred tax assets and liabilities and adjusts the income tax provision, the current tax liability and deferred taxes in the period in which the facts and circumstances which gave rise to the revision become known.

Cash and Cash Equivalents -

Cash and Cash Equivalents ~~include~~includes all cash and cash equivalents to which the Company has legal title. Cash equivalents include short-term investments with original maturities of three months or less and interest bearing deposits. The Company’s cash and cash equivalents are held at financial institutions and at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Under the Independent System Operator—New England

(ISO-NE)

Financial Assurance Policy (Policy), Unitil’s subsidiaries Unitil Energy, Fitchburg and Unitil Power are required to provide assurance of their ability to satisfy their obligations to

ISO-NE.

Under this Policy, Unitil’s subsidiaries provide cash deposits covering approximately

2-1/2

months of outstanding obligations, less credit amounts that are based on the Company’s credit rating. As of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, the Unitil subsidiaries had deposited ~~$4.7~~$2.2 million, ~~$3.5~~$2.4 million and ~~$1.9~~$2.4 million, respectively to satisfy their

ISO-NE

obligations.

Financial Instruments

–

In June 2016, the Financial Accounting Standards Board issued ASU

2016-13,

“Financial ~~Instruments -~~ Instruments—Credit Losses (Topic 326)”, which provides a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Under the new guidance, immediate recognition of all credit losses expected over the life of a financial instrument is required. The Company adopted this standard on the accounting for credit ~~losses~~loss

s on its financial instruments, including accounts receivable, on January 1, 2020, and it did not have a material ~~impact~~effect on the financial statements.

302

Table of Contents

Allowance for Doubtful Accounts –-

The Company recognizes a provision for doubtful accounts that reflects the Company’s estimate of expected credit losses for electric and gas utility service accounts receivable. The allowance for doubtful accounts is calculated by applying a historical loss rate, which is adjusted for current conditions, customer trends, or other factors such as macroeconomic conditions, to customer account balances. The Company also calculates the amount of

written-off

receivables that are recoverable through regulatory rate reconciling mechanisms. The Company’s distribution utilities are authorized by regulators to recover the costs of their energy commodity portion of bad debts through rate mechanisms. Also, the electric and gas divisions of Fitchburg are authorized to recover through rates past due amounts associated with protected hardship accounts. Evaluating the adequacy of the allowance for doubtful accounts requires judgment about the assumptions used in the analysis. The Company’s experience has been that the assumptions used in evaluating the adequacy of the allowance for doubtful accounts have proven to be reasonably accurate.

The Allowance for Doubtful Accounts as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, was as follows:


($ millions)
	September 30,				December 31,		March 31,				December 31,
	2020		2019		2019		2021		2020		2020
Allowance for Doubtful Accounts	$	1.6	$	1.0	$	1.0	$	4.4	$	1.8	$	3.3

Accounts Receivable, Net includes ~~$1.5~~$4.3 million, ~~$1.0~~$1.7 million, and ~~$1.0~~$3.1 million of the Allowance for Doubtful Accounts at ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, respectively. Unbilled Revenues, net (a component of Accrued ~~Revenue, shown in the table below)~~Revenue) includes $0.1 million, $0.1 million and $0.2 million of the Allowance for Doubtful Accounts at ~~September 30, 2020.~~March 31, 2021, March 31, 2020 and December 31, 2020, respectively.

Accrued Revenue -

Accrued Revenue includes the current portion of Regulatory Assets and unbilled revenues. The following table shows the components of Accrued Revenue as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019.~~2020.

   September 30,    December 31,
Accrued Revenue ($ millions)

2020
   2019    2019
Regulatory Assets – Current

$
31.7

   $ 24.9    $ 35.8
Unbilled Revenues


7.4

   10.4    14.2






Total Accrued Revenue

$
39.1

   $ 35.3    $ 50.0


	March 31,				December 31,
Accrued Revenue ($ millions)	2021		2020		2020
Regulatory Assets – Current	$	24.0	$	28.4	$	37.3
Unbilled Revenues, net		10.7		10.2		13.6

Total Accrued Revenue	$	34.7	$	38.6	$	50.9

Exchange Gas Receivable -

Northern Utilities and Fitchburg have gas exchange and storage agreements whereby ~~natural~~ gas purchases during the months of April through October are delivered to a third party. The third party delivers ~~natural~~ gas back to the Company during the months of November through March. The exchange and storage gas volumes are recorded at weighted average cost. The following table shows the components of Exchange Gas Receivable as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019.~~2020.

   September 30,    December 31,
Exchange Gas Receivable ($ millions)

2020
   2019    2019
Northern Utilities

$
6.0

   $ 8.0    $ 5.5
Fitchburg


0.5

   0.6    0.6






Total Exchange Gas Receivable

$
6.5

   $ 8.6    $ 6.1

312

Table of Contents

	March 31,				December 31,
Exchange Gas Receivable ($ millions)	2021		2020		2020
Northern Utilities	$	1.0	$	1.9	$	4.4
Fitchburg		0.2		0.3		0.5

Total Exchange Gas Receivable	$	1.2	$	2.2	$	4.9

Gas Inventory

–- The Company uses the weighted average cost methodology to value ~~natural~~ gas inventory. The following table shows the components of Gas Inventory as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019.~~2020.


	September 30,				December 31,		March 31,				December 31,
Gas Inventory ($ millions)	2020		2019		2019		2021		2020		2020
Natural Gas	$	0.2	$	0.4	$	0.4	$	—	$	—	$	0.2
Propane		0.3		0.3		0.3		0.3		0.3		0.3
Liquefied Natural Gas & Other		0.1		0.1		0.1		0.1		0.1		0.1

Total Gas Inventory	$	0.6	$	0.8	$	0.8	$	0.4	$	0.4	$	0.6

Utility Plant –

- The cost of additions to Utility Plant and the cost of renewals and betterments are capitalized. Cost consists of labor, materials, services and certain indirect construction costs, including an allowance for funds used during construction (AFUDC). The costs of current repairs and minor replacements are charged to appropriate operating expense accounts. The original cost of utility plant retired or otherwise disposed of is charged to the accumulated provision for

depreciation. The Company includes in its mass asset depreciation rates, which are periodically reviewed as part of its ratemaking proceedings, cost of removal amounts to provide for future negative salvage value. At ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019, the Company estimates that~~2020, the cost of removal amounts, which are recorded on the Consolidated Balance Sheets in Cost of Removal Obligations, ~~are $107.1~~were estimated to be $102.5 million, ~~$98.4~~$98.8 million, and ~~$96.0~~$105.2 million, respectively.

Leases –

– The Company records assets and liabilities on the balance sheet for all leases with terms

longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has elected the practical expedient to not separate

non-lease

components from lease components and instead to account for both as a single lease component. The Company’s accounting policy election for leases with a lease term of 12 months or less is to recognize the lease payments as lease expense ~~on a straight-line basis over the lease term. The Company recognizes those lease payments~~ in the Consolidated Statements of Earnings on a straight-line basis over the lease term. See additional discussion in the “Leases” section of Note 4 ~~to the Consolidated Financial Statements.~~(Debt and Financing Arrangements).

Regulatory Accounting –-

The Company’s principal business is the distribution of electricity and ~~natural~~ gas by the three distribution utilities: Unitil Energy, Fitchburg and Northern Utilities. Unitil Energy and Fitchburg are subject to regulation by the FERC. Fitchburg is also regulated by the Massachusetts Department of Public Utilities (MDPU), Unitil Energy is regulated by the New Hampshire Public Utilities Commission (NHPUC) and Northern Utilities is regulated by the Maine Public Utilities Commission (MPUC) and NHPUC. Granite State, the Company’s ~~natural~~ gas transmission pipeline, is regulated by the FERC. Accordingly, the Company uses the Regulated Operations guidance as set forth in the FASB Codification. The Company has recorded Regulatory Assets and Regulatory Liabilities which will be recovered from customers, or applied for customer benefit, in accordance with rate provisions approved by the applicable public utility regulatory commission.

322

Table of Contents

   September 30,    December 31,
Regulatory Assets consist of the following ($ millions)

2020
   2019    2019
Retirement Benefits

$
81.0

   $
74.0
   $
88.9

Energy Supply & Other Rate Adjustment Mechanisms


28.9


20.6

31.0

Deferred Storm Charges


4.4


5.0

5.6

Environmental


6.1


8.0

7.2

Income Taxes


3.6


4.3

4.2

Other Deferred Charges


12.1


11.7

10.9







Total Regulatory Assets

$

136.1

   $

123.6
   $
147.8

Less: Current Portion of Regulatory Assets
(1)


31.7


24.9

35.8







Regulatory Assets – noncurrent

$
104.4

   $
98.7
   $
112.0


	March 31,				December 31,
Regulatory Assets consist of the following ($ millions)	2021		2020		2020
Retirement Benefits	$	104.5	$	80.8	$	103.7
Energy Supply & Other Rate Adjustment Mechanisms		20.2		25.7		34.1
Deferred Storm Charges		3.7		5.3		4.1
Environmental		5.0		6.4		5.2
Income Taxes		3.2		4.0		3.4
Other Deferred Charges		16.1		11.5		14.2

Total Regulatory Assets		152.7		133.7		164.7
Less: Current Portion of Regulatory Assets (1)		24.0		28.4		37.3

Regulatory Assets – noncurrent	$	128.7	$	105.3	$	127.4

(1)	Reflects amounts included in the Accrued Revenue ~~discussed above,~~ on the Company’s Consolidated Balance Sheets.


	September 30,				December 31,		March 31,				December 31,
Regulatory Liabilities consist of the following ($ millions)	2020		2019		2019		2021		2020		2020
Income Taxes (Note 8)	$	45.8	$	47.6	$	47.6	$	45.1	$	46.1	$	45.5
Rate Adjustment Mechanisms		9.2		13.0		6.0		12.9		9.1		4.1
Other		0.3		0.5		0.4		0.2		0.4		0.2

Total Regulatory Liabilities	$	55.3	$	61.1	$	54.0		58.2		55.6		49.8
Less: Current Portion of Regulatory Liabilities		10.6		14.4		7.4		14.7		10.5		5.5

Regulatory Liabilities – noncurrent	$	44.7	$	46.7	$	46.6	$	43.5	$	45.1	$	44.3

Generally, the Company receives a return on investment on its regulatory assets for which a cash outflow has been made. Included in Regulatory Assets ~~at September 30, 2020 include $7.5~~as of March 31, 2021 are $8.5 million of environmental costs, rate case costs and other expenditures to be recovered over varying periods in the next seven years. Regulators have authorized recovery of these expenditures, but without a return. Regulatory commissions can reach different conclusions about the recovery of costs, which can have a material ~~impact~~effect on the Company’s Consolidated Financial Statements. The Company believes it is probable that its regulated distribution and transmission utilities will recover their investments in long-lived assets, including regulatory assets. If the Company, or a portion of its assets or operations, were to cease meeting the criteria for application of these accounting rules, ~~for regulated operations,~~ accounting standards for businesses in general would become applicable and immediate recognition of any previously deferred costs, or a portion of deferred costs, would be required in the year in which the criteria are no longer met, if such deferred costs were not recoverable in the portion of the business that continues to meet the criteria for application of the FASB Codification topic on Regulated Operations. If unable to continue to apply the FASB Codification provisions for Regulated Operations, the Company would be required to apply the provisions for the Discontinuation of Rate-Regulated Accounting included in the FASB Codification. In the Company’s opinion, its regulated operations will be subject to the FASB Codification provisions for Regulated Operations for the foreseeable future.

Derivatives –-

The Company’s regulated energy subsidiaries enter into energy supply contracts to serve their electric and gas customers. The Company follows a procedure for determining whether each contract qualifies as a derivative instrument under the guidance provided by the FASB Codification on Derivatives and Hedging. For each contract, the Company reviews and documents the key terms of the contract. Based on those terms and any additional relevant components of the contract, the Company determines and documents whether the contract qualifies as a derivative instrument as defined in the FASB Codification. The Company has determined that its energy supply contracts either do not qualify as a derivative instrument under the guidance set forth in the FASB Codification, have been elected as a normal purchase, or have contingencies that have not yet been met in order to establish a notional amount.

332

Table of Contents

~~As discussed in the “Fitchburg – Massachusetts RFP’s” section of Note 6 to the Consolidated Financial Statements,~~ Fitchburg has entered into power purchase agreements for which contingencies ~~exist.~~exist (see Note 6, Regulatory Matters). Until these contingencies are satisfied, these contracts will not qualify for derivative accounting. The Company believes that the power purchase obligations under these long-term contracts will have a material ~~impact~~effect on the contractual obligations ~~and regulatory assets~~ of ~~Fitchburg, once these contracts qualify for derivative accounting.~~Fitchburg.

Investments in Marketable Securities

—

The Company ~~has~~maintains a trust through which it invests in a ~~variety of equity and fixed income mutual funds. These funds are~~money market fund. This fund is intended to satisfy obligations under the Company’s SERP ~~Plan~~ (See ~~further~~additional discussion of the SERP ~~Plan~~ in Note ~~9.)~~9).

~~The~~At March 31, 2021, March 31, 2020 and December 31, 2020, the fair value of the Company’s investments in these trading securities, which are recorded on the Consolidated Balance Sheets in Other Assets, ~~are~~were $5.6 million, $5.5 million and $5.7 million, respectively, as shown in the following table. These investments are valued based on quoted prices from active markets and are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied. Changes in the fair value of these investments are recorded in Other Expense, ~~(Income),~~ Net.


	September 30,				December 31,		March 31,				December 31,
Fair Value of Marketable Securities ($ millions)	2020		2019		2019		2021		2020		2020
Money Market Funds	$	5.7	$	5.9	$	5.6	$	5.6	$	5.5	$	5.7

Total Marketable Securities	$	5.7	$	5.9	$	5.6	$	5.6	$	5.5	$	5.7

The Company also sponsors the Unitil Corporation Deferred Compensation Plan (the “DC Plan”). The DC Plan is a

non-qualified

deferred compensation plan that provides a vehicle for participants to accumulate

tax-deferred

savings to supplement retirement income. The DC Plan, which was effective January 1, 2019, is open to senior management or other highly compensated employees as determined by the Company’s Board of Directors, and may also be used for recruitment and retention purposes for newly hired senior executives. The DC Plan design mirrors the Company’s Tax Deferred Savings and Investment Plan formula, but provides for contributions on compensation above the IRS limit, which will allow participants to defer up to 85% of base salary, and up to 85% of any cash incentive for retirement. The Company may also elect to make discretionary contributions on behalf of any participant in an amount determined by the Company’s Board of Directors. A trust has been established to invest the funds associated with the DC Plan.

~~The~~At March 31, 2021, March 31, 2020 and December 31, 2020, the fair value of the Company’s investments in these trading securities related to the DC Plan, which are recorded on the Consolidated Balance Sheets in Other Assets, ~~are~~were $0.6 million, $0.4 million and $0.5 million, respectively, as shown in the following table. These investments are valued based on quoted prices from active markets and are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied. Changes in the fair value of these investments are recorded in Other Expense, ~~(Income),~~ Net.

September 30,
   December 31,
Fair Value of Marketable Securities ($ millions)

2020
   2019    2019
Equity Funds

$
0.2

   $ —      $ 0.1
Money Market Funds


0.3

   0.1    0.1






Total Marketable Securities

$
0.5

   $ 0.1    $ 0.2

~~Table of Contents~~


	March 31,				December 31,
Fair Value of Marketable Securities ($ millions)	2021		2020		2020
Equity Funds	$	0.3	$	0.1	$	0.2
Money Market Funds		0.3		0.3		0.3

Total Marketable Securities	$	0.6	$	0.4	$	0.5

Energy Supply Obligations -

The following discussion and table summarize the

nature

and amounts of the items recorded as Energy Supply Obligations (current portion) and Other Noncurrent Liabilities (noncurrent portion) on the Company’s Consolidated Balance Sheets.

   September 30,    December 31,
Energy Supply Obligations ($ millions)

2020
   2019    2019
Current:

Exchange Gas Obligation

$
6.0

   $ 8.0    $ 5.5
Renewable Energy Portfolio Standards


5.8

   4.2    4.7
Power Supply Contract Divestitures


0.3

   0.3    0.3






Total Energy Supply Obligations - Current


12.1

   12.5    10.5
Noncurrent:

Power Supply Contract Divestitures


0

   0.4    0.3






Total Energy Supply Obligations

$
12.1

   $ 12.9    $ 10.8

Table of Contents


	March 31,				December 31,
Energy Supply Obligations ($ millions)	2021		2020		2020
Current:
Exchange Gas Obligation	$	1.0	$	1.9	$	4.4
Renewable Energy Portfolio Standards		6.5		5.7		5.7
Power Supply Contract Divestitures		0.2		0.3		0.3

Total Energy Supply Obligations - Current		7.7		7.9		10.4
Long-Term:
Power Supply Contract Divestitures		—		0.2		—

Total Energy Supply Obligations	$	7.7	$	8.1	$	10.4

Exchange Gas Obligation

~~As discussed in the “Exchange Gas Receivable” section,~~ Northern Utilities enters into gas exchange agreements under which Northern Utilities releases certain gas pipeline and storage assets, resells the gas storage inventory to an asset manager and subsequently repurchases the inventory over the course of the gas heating season at the same price at which it sold the gas inventory to the asset manager. The gas inventory related to these agreements is recorded in Exchange Gas Receivable on the Company’s Consolidated Balance Sheets while the corresponding obligations are recorded in Energy Supply Obligations.

Renewable Energy Portfolio Standards

Renewable Energy Portfolio Standards (RPS) require retail electricity suppliers, including public utilities, to demonstrate that required percentages of their sales are met with power generated from certain types of resources or technologies. Compliance is demonstrated by purchasing and retiring Renewable Energy Certificates (REC) generated by facilities approved by the state as qualifying for REC treatment. Unitil Energy and Fitchburg purchase RECs in compliance with RPS legislation in New Hampshire and Massachusetts for supply provided to default service customers. RPS compliance costs are a supply cost that is recovered in customer default service rates. Unitil Energy and Fitchburg collect RPS compliance costs from customers throughout the year and demonstrate compliance for each calendar year on the following July 1. Due to timing differences between collection of revenue from customers and payment of REC costs to suppliers, Unitil Energy and Fitchburg typically defer costs for RPS compliance which are recorded in ~~the~~ Accrued Revenue with a corresponding liability in Energy Supply Obligations on the Company’s Consolidated Balance Sheets.

Fitchburg has entered into long-term renewable contracts for the purchase of clean energy and/or RECs pursuant to Massachusetts legislation, specifically, An Act Relative to Green Communities ~~(“Green~~(Green Communities ~~Act”,~~Act, 2008), An Act Relative to Competitively Priced Electricity in the Commonwealth ~~(“Acts of 2012”),~~(2012) and An Act to Promote Energy Diversity ~~(“Energy~~(Energy Diversity ~~Act”,~~Act, 2016). ~~For all~~The generating facilities associated with seven of these contracts have been constructed and are now operating. In 2020, three of the long-term contracts in place, six are currently operational and providing clean energy and RECs. These include one from the Green Communities Act 2008, and five from two separate procurements under the Acts of 2012. One additional contract from the Acts of 2012 is expectedwere terminated due to ~~become operational in the fourth quarter of 2020. Since 2017,~~an inability to meet critical milestones. In 2018, the Company ~~has participated in three major statewide procurements which resulted in~~filed two long-term contracts with the MDPU, one for offshore wind generation and another for imported hydroelectric power and associated ~~transmission and two~~transmission. Those contracts were approved in 2019. In 2019, the Company participated in an additional statewide procurement for offshore wind ~~generation. The contract for imported hydroelectric power~~generation and ~~one of~~ the ~~offshore wind~~resulting contracts were ~~approved~~filed with the MDPU during the first quarter of 2020. An Order approving the contracts was issued by the MDPU in November 2020, but the ~~second quarter~~Attorney General’s Office immediately filed a Motion for Reconsideration on the issue of ~~2019 and the other offshore wind contract~~remuneration. The matter is pending ~~approval by~~at the MDPU.

~~Table of Contents~~

~~Additional long-term clean energy contracts are expected in~~ In compliance with ~~the Energy Diversity Act and~~ An Act to Promote a Clean Energy Future (2018)., in late 2020 in coordination with the other electric utilities in Massachusetts, the Company began efforts on the next long-term renewable procurement which will seek up to an additional 1,600 megawatts (MW) of offshore wind generation. Fitchburg recovers the costs associated with long-term renewable contracts on a fully reconciling basis through a MDPU-approved cost recovery mechanism.

Power Supply Contract Divestitures -

Unitil Energy’s and Fitchburg’s customers are entitled to purchase their electric or gas supplies from third-party suppliers. In connection with the implementation of retail choice, Unitil Power, which formerly functioned as the wholesale power supply provider for Unitil Energy, and Fitchburg divested their long-term power supply contracts through the sale of the

Table of Contents

entitlements to the electricity sold under those contracts.

Unitil

Energy and Fitchburg recover in their rates all the costs associated with the divestiture of their power supply portfolios and have secured regulatory approval from the NHPUC and MDPU, respectively, for the recovery of power supply-related stranded costs. As of ~~September 30, 2020,~~March 31, 2021, Fitchburg has ~~fully-recovered~~fully recovered its power supply-related stranded costs and Unitil Energy has ~~$0.3~~$0.2 million remaining to recover. The obligations related to these divestitures are recorded in Energy Supply Obligations ~~(current portion) and Other Noncurrent Liabilities (noncurrent portion)~~ on the Company’s Consolidated Balance Sheets with corresponding regulatory assets recorded in Accrued ~~Revenue (current portion) and Regulatory Assets (noncurrent portion).~~Revenue.

Subsequent Events –-

The Company

evaluates

all events or transactions through the date of the related filing. During the period ~~subsequent to the balance sheet date and~~ through the date of this filing, the Company did not have any material subsequent events that would result in adjustment to or disclosure in its Consolidated Financial Statements.

NOTE 2 –- DIVIDENDS DECLARED PER SHARE


Declaration Date	Date Paid (Payable)	Shareholder of Record Date	Dividend Amount
04/28/21	05/28/21	05/14/21	$ 0.380
01/27/21	02/26/21	02/12/21	$ 0.380
10/28/20	11/30/20	11/16/20	$ 0.375
07/29/20	08/28/20	08/14/20	$ 0.375
04/29/20	05/29/20	05/15/20	$ 0.375
01/29/20	02/28/20	02/14/20	$ 0.375
~~10/23/19~~	~~11/27/19~~	~~11/13/19~~	~~$ 0.370~~
~~07/24/19~~	~~08/29/19~~	~~08/15/19~~	~~$ 0.370~~
~~04/24/19~~	~~05/29/19~~	~~05/15/19~~	~~$ 0.370~~
~~01/30/19~~	~~02/28/19~~	~~02/14/19~~	~~$ 0.370~~

~~Table of Contents~~

NOTE 3 –- SEGMENT INFORMATION

The following table provides ~~significant~~ segment financial data for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~September 30, 2019:~~March 31, 2020:


	Gas			Electric			Non- Regulated		Other			Total			Gas			Electric			Non- Regulated		Other			Total
Three Months Ended Sept. 30, 2020 ($ millions)
Three Months Ended March 31, 2021 ($ millions)
Revenues:
Billed and Unbilled Revenue	$	20.0		$	60.8		$	—	$	—		$	80.8		$	93.2		$	65.8		$	—	$	—		$	159.0
Rate Adjustment Mechanism Revenue		7.5			(0.9	)		—		—			6.6			(14.5	)		(5.7	)		—		—			(20.2	)
Other Operating Revenue – Non-Regulated		—			—			—		—			0

Total Operating Revenues	$	27.5		$	59.9		$	—	$	—		$	87.4			78.7			60.1			—		—			138.8

Segment Profit (Loss)		(3.6	)		4.4			—		(0.5	)		0.3			16.4			2.9			—		(0.4	)		18.9
Identifiable Segment Assets																881.1			574.8			—		21.1			1,477.0
Capital Expenditures		27.4			16.0			—		1.4			44.8			4.3			9.5			—		0.3			14.1

Three Months Ended Sept. 30, 2019 ($ millions)
Three Months Ended March 31, 2020 ($ millions)
Revenues:
Billed and Unbilled Revenue	$	20.5		$	57.3		$	—	$	—		$	77.8		$	76.4		$	60.5		$	—	$	—		$	136.9
Rate Adjustment Mechanism Revenue		4.4			3.1			—		—			7.5			(6.2	)		(0.3	)		—		—			(6.5	)
Other Operating Revenue – Non-Regulated		—			—			—		—			0

Total Operating Revenues	$	24.9		$	60.4		$	—	$	—		$	85.3			70.2			60.2			—		—			130.4

Segment Profit (Loss)		(3.9	)		4.4			0		1.8			2.3			12.3			2.6			—		0.3			15.2
Identifiable Segment Assets																821.4			537.7			0.1		19.2			1,378.4
Capital Expenditures		26.9			9.2			—		1.9			38.0			5.8			9.9			—		1.1			16.8

Nine Months Ended Sept. 30, 2020 ($ millions)
Revenues:
Billed and Unbilled Revenue	$	130.9		$	173.5		$	—	$	—		$	304.4
Rate Adjustment Mechanism Revenue		0.5			(3.2	)		—		—			(2.7	)
Other Operating Revenue – Non-Regulated		—			—			—		—			—

Total Operating Revenues	$	131.4		$	170.3		$	—	$	—		$	301.7

Segment Profit (Loss)		8.6			10.1			—		(0.1	)		18.6
Capital Expenditures		50.0			39.9			—		3.7			93.6
Segment Assets		845.0			556.3			—		22.6			1,423.9

Nine Months Ended Sept. 30, 2019 ($ millions)
Revenues:
Billed and Unbilled Revenue	$	160.0		$	172.8		$	—	$	—		$	332.8
Rate Adjustment Mechanism Revenue		(16.1	)		4.2			—		—			(11.9	)
Other Operating Revenue – Non-Regulated		—			—			0.9		—			0.9

Total Operating Revenues	$	143.9		$	177.0		$	0.9	$	—		$	321.8

Segment Profit		10.1			9.7			10.2		2.8			32.8
Capital Expenditures		48.3			24.1			—		4.3			76.7
Segment Assets		780.7			507.6			0.3		21.1			1,309.7

NOTE 4 ~~–DEBT~~– DEBT AND FINANCING ARRANGEMENTS

Details on long-term debt at ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019~~2020 are shown ~~below:~~in the following table:

($ millions)

September 30,
   December 31,

2020
   2019    2019
Unitil Corporation:

6.33% Senior Notes, Due May 1, 2022

$
20.0

   $ 20.0    $ 20.0
3.70% Senior Notes, Due August 1, 2026


30.0

   30.0    30.0
3.43% Senior Notes, Due December 18, 2029


30.0

   —      30.0
Unitil Energy First Mortgage Bonds:

5.24% Senior Secured Notes, Due March 2, 2020


—

   5.0    5.0
8.49% Senior Secured Notes, Due October
14, 2024


4.5

   6.0    4.5
6.96% Senior Secured Notes, Due September 1, 2028


16.0

   18.0    18.0
8.00% Senior Secured Notes, Due May 1, 2031


15.0

   15.0    15.0
6.32% Senior Secured Notes, Due September 15, 2036


15.0

   15.0    15.0
3.58% Senior Secured Notes, Due September 15, 2040


27.5

   —      —
4.18% Senior Secured Notes, Due November 30, 2048


30.0

   30.0    30.0
Fitchburg:

6.75% Senior Notes, Due November 30, 2023


3.8

   5.7    3.8
6.79% Senior Notes, Due October 15, 2025


10.0

   10.0    10.0
3.52% Senior Notes, Due November 1, 2027


10.0

   10.0    10.0
7.37% Senior Notes, Due January 15, 2029


10.8

   12.0    12.0
5.90% Senior Notes, Due December 15, 2030


15.0

   15.0    15.0
7.98% Senior Notes, Due J
une 1, 2031


14.0

   14.0    14.0
3.78% Senior Notes, Due September 15, 2040


27.5

   —      —
4.32% Senior Notes, Due November 1, 2047


15.0

   15.0    15.0
Northern Utilities:

5.29% Senior Notes, Due March 2, 2020


—

   8.2    8.2
3.52% Senior Notes, Due November 1, 2027


20.0

   20.0    20.0
7.72% Senior Notes, Due December 3, 2038


50.0

   50.0    50.0
3.78% Senior Notes, Due September 15, 2040


40.0

   —      —
4.42% Senior Notes, Due October 15, 2044


50.0

   50.0    50.0
4.32% Senior Notes, Due November 1, 2047


30.0

   30.0    30.0
4.04% Senior Notes, Due September 12, 2049


40.0

   40.0    40.0
Granite State:

3.72% Senior Notes, Due November 1, 2027


15.0

   15.0    15.0






Total Long-Term Debt


539.1

   433.9    460.5
Less: Unamortized Debt Issuance Costs


3.8

   3.5    3.5






Total Long-Term Debt, net of Unamortized Debt Issuance Costs


535.3

   430.4    457.0
Less: Current Portion


6.3

   19.5    19.5






Total Long-term Debt, Less Current Portion

$
529.0

   $ 410.9    $ 437.5


($ millions)	March 31,				December 31,
	2021		2020		2020
Unitil Corporation:
6.33% Senior Notes, Due May 1, 2022	$	9.0	$	20.0	$	15.0
3.70% Senior Notes, Due August 1, 2026		30.0		30.0		30.0
3.43% Senior Notes, Due December 18, 2029		30.0		30.0		30.0
Unitil Energy First Mortgage Bonds:
8.49% Senior Secured Notes, Due October 14, 2024		3.0		4.5		3.0
6.96% Senior Secured Notes, Due September 1, 2028		16.0		18.0		16.0
8.00% Senior Secured Notes, Due May 1, 2031		15.0		15.0		15.0
6.32% Senior Secured Notes, Due September 15, 2036		15.0		15.0		15.0
3.58% Senior Secured Notes, Due September 15, 2040		27.5		—		27.5
4.18% Senior Secured Notes, Due November 30, 2048		30.0		30.0		30.0
Fitchburg:
6.75% Senior Notes, Due November 30, 2023		1.9		3.8		1.9
6.79% Senior Notes, Due October 15, 2025		10.0		10.0		10.0
3.52% Senior Notes, Due November 1, 2027		10.0		10.0		10.0
7.37% Senior Notes, Due January 15, 2029		9.6		10.8		10.8
5.90% Senior Notes, Due December 15, 2030		15.0		15.0		15.0
7.98% Senior Notes, Due June 1, 2031		14.0		14.0		14.0
3.78% Senior Notes, Due September 15, 2040		27.5		—		27.5
4.32% Senior Notes, Due November 1, 2047		15.0		15.0		15.0
Northern Utilities:
3.52% Senior Notes, Due November 1, 2027		20.0		20.0		20.0
7.72% Senior Notes, Due December 3, 2038		50.0		50.0		50.0
3.78% Senior Notes, Due September 15, 2040		40.0		—		40.0
4.42% Senior Notes, Due October 15, 2044		50.0		50.0		50.0
4.32% Senior Notes, Due November 1, 2047		30.0		30.0		30.0
4.04% Senior Notes, Due September 12, 2049		40.0		40.0		40.0
Granite State:
3.72% Senior Notes, Due November 1, 2027		15.0		15.0		15.0
Unitil Realty Corp.:
2.64% Senior Secured Notes, Due December 18, 2030		4.7		—		4.7

Total Long-Term Debt		528.2		446.1		535.4
Less: Unamortized Debt Issuance Costs		3.9		3.5		3.8

Total Long-Term Debt, net of Unamortized Debt Issuance Costs		524.3		442.6		531.6
Less: Current Portion		8.5		6.3		8.5

Total Long-term Debt, Less Current Portion	$	515.8	$	436.3	$	523.1

383

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Fair Value of Long-Term Debt

Currently, the Company believes ~~that~~ there is no active market in the Company’s debt securities, which have all been sold through private placements. If there were an active market for the Company’s debt securities, the fair value of the Company’s long-term debt would be estimated based on the quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities. The fair value of the Company’s long-term debt is estimated using Level 2 inputs (valuations based on quoted prices available in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are directly observable, and inputs derived principally from market ~~data.)~~data). In estimating the fair value of the Company’s long-term debt, the assumed market yield reflects the Moody’s Baa Utility Bond Average Yield. Costs, including prepayment costs, associated with the early settlement of long-term debt are not taken into consideration in determining fair value.


($ millions)	September 30,				December 31,		March 31,				December 31,
	2020		2019		2019		2021		2020		2020
Estimated Fair Value of Long-Term Debt	$	631.7	$	495.1	$	518.7	$	581.0	$	494.7	$	633.1

one-year

one-month

London Interbank Offered Rate plus 1.125%. The Company may increase the borrowing limit under the Credit Facility by up to $50 million under certain circumstances.

The Company ~~utilizes~~uses the Credit Facility for cash management purposes related to its short-term operating activities. Total gross borrowings were ~~$186.0~~$58.0 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. Total gross repayments were ~~$227.3~~$75.4 million for the ~~nine~~three months ended ~~September 30, 2020.~~

March 31, 2021. The following table details the borrowing limits, amounts outstanding and amounts available under the Credit Facility as of ~~September 30~~March 31 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019:~~

2020:


	Revolving Credit Facility ($ millions)						Revolving Credit Facility ($ millions)
	September 30,				December 31,		March 31,				December 31,
	2020		2019		2019		2021		2020		2020
Limit	$	120.0	$	120.0	$	120.0	$	120.0	$	120.0	$	120.0
Short-Term Borrowings Outstanding		17.3		49.2		58.6		37.3		71.6		54.7
Letter of Credit Outstanding		0.1		0.1		0.1		—		0.1		0.1

Available	$	102.6	$	70.7	$	61.3	$	82.7	$	48.3	$	65.2

393

The average interest rates on all short-term borrowings and intercompany money pool transactions were 1.3% and ~~3.4%~~2.6% for the three months ended ~~September 30,~~March 31, 2021 and March 31, 2020, and September 30, 2019, respectively. The average interest rates on all short-term borrowings and intercompany money pool transactions were 1.8% and 3.6% for the nine months ended September 30, 2020 and September 30, 2019, respectively. The average interest rate on all short-term borrowings for the twelve months ended December 31, ~~2019~~2020 was ~~3.4%~~1.7%.

~~As discussed previously, the Company divested of its~~

~~non-regulated~~

~~On December 18, 2019, Unitil Corporation issued $30 million of Notes due~~ ~~2029~~ at 3.43%. Unitil Corporation used the net proceeds from this offering to repay short-term debt and for general corporate purposes. Approximately $0.2 million of costs associated with these issuances have been netted against Long-Term Debt for presentation purposes on the Consolidated Balance Sheets.

~~On September 12, 2019, Northern Utilities issued $40 million of Notes due~~ ~~2049~~ at 4.04%. Northern Utilities used the net proceeds from this offering to repay short-term debt and for general corporate purposes. Approximately $0.2 million of costs associated with these issuances have been netted against Long-Term Debt for presentation purposes on the Consolidated Balance Sheets.

Guarantees

Leases

Unitil’s subsidiaries lease ~~some of their~~certain vehicles, machinery and office equipment under both capital and operating lease arrangements.

Total rental expense under operating leases charged to operations for the three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ amounted to $0.5 million and $0.4 million, respectively. ~~Total rental expense under operating leases charged to operations for the nine months ended September 30, 2020 and 2019 amounted to $1.4 million and $1.1 million, respectively.~~

The balance sheet classification of the Company’s lease obligations was as follows:


	September 30,				December 31,		March 31,				December 31,
Lease Obligations ($ millions)	2020		2019		2019		2021		2020		2020
Operating Lease Obligations:
Other Current Liabilities (current portion)	$	1.6	$	1.2	$	1.2	$	1.6	$	1.4	$	1.5
Other Noncurrent Liabilities (long-term portion)		4.0		3.0		2.8		3.8		3.5		3.7

Total Operating Lease Obligations	$	5.6	$	4.2	$	4.0	$	5.4	$	4.9	$	5.2

Capital Lease Obligations:
Other Current Liabilities (current portion)	$	0.2	$	0.3	$	0.2	$	0.2	$	0.2	$	0.2
Other Noncurrent Liabilities (long-term portion)		0.3		0.3		0.3		0.3		0.4		0.2

Total Capital Lease Obligations	$	0.5	$	0.6	$	0.5	$	0.5	$	0.6	$	0.4

Total Lease Obligations	$	6.1	$	4.8	$	4.5	$	5.9	$	5.5	$	5.6

Cash paid for amounts included in the measurement of operating lease obligations for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and March 31, 2020 was ~~$1.4~~$0.5 million and $0.4 million, respectively, and was included in Cash Provided by Operating Activities on the Consolidated Statements of Cash Flows.

Assets under capital leases amounted to approximately ~~$1.1~~$0.9 million, ~~$1.3~~$1.2 million and ~~$1.2~~$1.0 million as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019,~~2020, respectively, less accumulated amortization of ~~$0.6~~$0.4 million, ~~$0.6~~$0.7 million and ~~$0.6~~$0.5 million, respectively, and are included in Net Utility Plant on the Company’s Consolidated Balance Sheets.

The following table is a schedule of future operating lease payment obligations and future minimum lease payments under capital leases as of ~~September 30, 2020.~~March 31, 2021. The payments for operating leases consist of $1.6 million of current operating lease obligations, which are included in Other Current Liabilities and $3.8 million of noncurrent operating lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of March 31, 2021. The payments for capital leases consist of $0.2 million of current capital lease obligations, which are included in Other Current Liabilities and $0.3 million of noncurrent capital lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of ~~September 30, 2020.~~

The payments for operating leases consist of $1.6 million of current operating lease obligations, which are included in Other Current Liabilities and $4.0 million of noncurrent operating lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of September 30, 2020.March 31, 2021.

~~Table of Contents~~

Lease Payments ($000’s)
Year Ending December 31,

Operating
Leases

Capital
Leases

Rest of 2020

$
462


$
66

2021


1,746



193

2022


1,468



130

2023


1,172



88

2024


842



33

2025-2029


425



0






Total Payments


6,115



510





Less: Interest

504

25





Amount of Lease Obligations Recorded on Consolidated Balance Sheets

$
5,611


$
485


Lease Payments ($000’s) Year Ending December 31,	Operating Leases		Capital Leases
Rest of 2021	$	1,390	$	145
2022		1,589		150
2023		1,293		107
2024		963		52
2025		397		19
2026-2030		149		0

Total Payments		5,781		473

Less: Interest		422		21

Amount of Lease Obligations Recorded on Consolidated Balance Sheets	$	5,359	$	452

Operating lease obligations are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the interest rate stated in each lease agreement. As of ~~September 30, 2020,~~March 31, 2021, the weighted average remaining lease term is ~~four~~3.8 years and the weighted average operating discount rate used to determine the operating lease obligations was ~~4.4%~~4.2%. As of March 31, 2020, the weighted average remaining lease term is 3.9 years and the weighted average operating discount rate used to determine the operating lease obligations was 4.9%.

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NOTE 5 – COMMON STOCK AND PREFERRED STOCK

Common Stock

The Company’s common stock trades on the New York Stock Exchange under the symbol “UTL.”

The Company had ~~14,925,898, 14,930,170~~15,041,629, 14,963,444 and ~~15,005,881~~15,012,310 shares of common stock outstanding at ~~September 30, 2019,~~March 31, 2021, March 31, 2020 and December 31, ~~2019 and September 30,~~ 2020, respectively.

Dividend Reinvestment and Stock Purchase Plan -

During the first ~~nine months~~quarter of ~~2020,~~2021, the Company sold ~~16,849~~6,179 shares of its common stock, at an average price of ~~$48.75~~$43.17 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) plans resulting in net proceeds of approximately ~~$821,500.~~$266,800. The DRP provides participants in the plan a method for investing cash dividends on the Company’s common stock and cash payments in additional shares of the Company’s common stock.

Stock Plan -

The Company maintains the Unitil Corporation Second Amended and Restated 2003 Stock Plan (the Stock Plan). Participants in the Stock Plan are selected by the Compensation Committee of the Board of Directors to receive awards under the Stock Plan, including awards of restricted shares (Restricted Shares), or of restricted stock units (Restricted Stock Units). The Compensation Committee has the authority to determine the sizes of awards; determine the terms and conditions of awards in a manner consistent with the Stock Plan; construe and interpret the Stock Plan and any agreement or instrument entered into under the Stock Plan as they apply to participants; establish, amend, or waive rules and regulations for the Stock Plan’s administration as they apply to participants; and, subject to the provisions of the Stock Plan, amend the terms and conditions of any outstanding award to the extent such terms and conditions are within the discretion of the Compensation Committee as provided for in the Stock Plan. On April 19, 2012, the Company’s shareholders approved an amendment to the Stock Plan to, among other things, increase the maximum number of shares of common stock available for awards to plan participants.

The maximum number of shares available for awards to participants under the Stock Plan is 677,500. The maximum number of shares that may be awarded in any one calendar year to any one participant is

~~Table of Contents~~

20,000. In the event of any change in capitalization of the Company, the Compensation Committee is authorized to make an equitable adjustment to the number and kind of shares of common stock that may be delivered under the Stock Plan and, in addition, may authorize and make an equitable adjustment to the Stock Plan’s annual individual award limit.

Restricted Shares

Outstanding awards of Restricted Shares fully vest over a period of four years at a rate of 25% each year. During the vesting period, dividends on Restricted Shares underlying the award may be credited to a participant’s account. The Company may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any taxes required by federal, state, or local law or regulation to be withheld with respect to any taxable event arising in connection with an Award. For purposes of compensation expense, Restricted Shares vest immediately upon a participant becoming eligible for retirement, as defined in the Stock Plan. Prior to the end of the vesting period, the restricted shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant’s death.

On January ~~28, 2020, 28,630~~26, 2021, 23,140 Restricted Shares were issued in conjunction with the Stock Plan with an aggregate market value at the date of issuance of approximately ~~$1.8 million. On July 28, 2020, 3,000 Restricted Shares were issued in conjunction with the Stock Plan with an aggregate market value at the date of issuance of approximately $0.1~~$0.9 million. There were ~~59,813~~62,566 and ~~50,917~~56,813

non-vested

shares under the Stock Plan as of ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. The weighted average grant date fair value of these shares was ~~$54.41~~$49.44 and ~~$46.41,~~$54.88, respectively. The compensation expense associated with the issuance of shares under the Stock Plan is being recognized over the vesting period and was ~~$2.1~~$0.9 million and ~~$2.2~~$1.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. At ~~September 30, 2020,~~March 31, 2021, there was approximately ~~$1.0~~$1.2 million of total unrecognized compensation cost under the Stock Plan which is expected to be recognized over approximately ~~three~~3.0 years. During the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 there were ~~5,190~~0 restricted shares forfeited and 0 restricted shares cancelled under the Stock Plan.

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Restricted Stock Units

~~Non-management~~

~~members of the Company’s Board of Directors (Directors) may elect to receive the equity portion of their annual retainer in the form of Restricted Stock Units (RSU).~~ Restricted Stock Units earn dividend equivalents and will generally be settled by payment to each Director as soon as practicable following the Director’s separation from service to the Company. The Restricted Stock Units will be paid such that the Director will receive (i) 70% of the shares of the Company’s common stock underlying the restricted stock units and (ii) cash in an amount equal to the fair market value of 30% of the shares of the Company’s common stock underlying the Restricted Stock Units. The equity portion of Restricted Stock Units activity during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 in conjunction with the Stock Plan isare presented in the following table:


Restricted Stock Units (Equity Portion)	Restricted Stock Units (Equity Portion)						Restricted Stock Units (Equity Portion)
		Units			Weighted Average Stock Price			Units		Weighted Average Stock Price
Restricted Stock Units as of December 31, 2019			70,364		$	41.20
Restricted Stock Units as of December 31, 2020									43,192	$	41.34
Restricted Stock Units Granted			0			0			0		0
Dividend Equivalents Earned			1,115		$	49.62			392	$	41.84
Restricted Stock Units Settled			(32,422	)	$	41.09			0		0

Restricted Stock Units as of September 30, 2020			39,057		$	41.54
Restricted Stock Units as of March 31, 2021									43,584	$	41.34

There were ~~62,999~~70,833 Restricted Stock Units outstanding as of ~~September 30, 2019~~March 31, 2020 with a weighted average stock price of ~~$38.61.~~$41.30. Included in Other Noncurrent Liabilities on the Company’s Consolidated Balance Sheets as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019~~2020 is ~~$0.6~~$0.9 million, ~~$1.7~~$1.6 million and ~~$1.9~~$0.8 million, respectively, representing the fair value of liabilities associated with the portion of fully vested RSUs that will be settled in cash.

Preferred Stock

There ~~was~~were $0.2 million, or 1,887 shares, of Unitil Energy’s 6.00% Series Preferred Stock outstanding as of ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019.~~2020. There were less than $0.1 million of total dividends declared on Preferred Stock in each of the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2021 and March 31, 2020, ~~and September 30, 2019,~~ respectively.

NOTE ~~6 –~~ 6–REGULATORY MATTERS

UNITIL’S REGULATORY MATTERS ARE DESCRIBED IN NOTE 8 TO THE FINANCIAL STATEMENTS IN ITEM 8 OF PART II OF UNITIL CORPORATION’S ~~ANNUAL REPORT ON~~ FORM

10-K

FOR DECEMBER 31, ~~2019~~2020 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ~~JANUARY 30, 2020.~~FEBRUARY 2, 2021.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (TCJA) was signed into law. Among other things, the TCJA substantially reduced the corporate income tax rate to 21%, effective January 1, 2018. Each state public utility commission, with jurisdiction over the areas that are served by Unitil’s electric and gas subsidiary companies, issued orders directing how the tax law changes were to be reflected in rates. Unitil has complied with these orders and has made the required changes to its rates as directed by the commissions. The FERC issued a Notice of Proposed Rulemaking that would allow it to determine which pipelines under the Natural Gas Act may be collecting unjust and unreasonable rates in light of the corporate tax reduction. This matter ~~has been~~was resolved for Granite State in its May 2, 2018 uncontested rate settlement filing, which accounted for the effect of the TCJA.

the TCJA and future tax law changes on customer rates by accounting for “excess” or “deficient” Accumulated Deferred Income Taxes (ADIT). FERC also required transmission providers with stated rates to account for ~~the~~TCJA’s effect on ADIT ~~impacts of the TCJA~~ in their next rate case. The Company is complying with the new rule and there is no material ~~impact~~effect on its financial position, operating results, or cash flows.

Rate Case Activity

Northern Utilities - Base Rates –- Maine -

On March 26, 2020, the MPUC approved an increase to base revenue of $3.6 million, or a 3.6% increase over the Company’s test year operating revenues, effective April 1, 2020. The order approved a ~~return~~Return on ~~equity~~Equity of 9.48%, and a hypothetical capital structure of 50% equity and 50% debt. As part of the order and increase in base revenue, the MPUC provided for recovery of some, but not all, of the Company’s implementation costs associated with its customer information system pending the completion of an investigation, including a third-party audit. On March 9, 2021, the MPUC opened a new docket to investigate the amount of customer information system costs that will be allowed in rates and released the third-party audit report. The audit report findings included highlighting the Company’s effective implementation efforts while also suggesting potential excess costs of approximately $5.0 million out of the total cost of $36.8 million. The total cost for the customer information system is allocated across all of Unitil’s distribution utility subsidiary companies. The Company disagrees with many of the characterizations of findings contained in the audit report, as well as many of the report’s opinions and conclusions concerning those findings. The Company continues to believe that the customer information system costs were prudently incurred and intends to vigorously pursue full recovery of the customer information system costs in rates. The Company believes that the ultimate outcome of the investigation will not have a material effect on its financial position, operating results or cash flows.

Northern Utilities - Targeted Infrastructure Replacement Adjustment (TIRA) –- Maine -

The settlement in Northern Utilities’ Maine division’s 2013 rate case ~~allowed~~authorized the Company to implement a TIRA rate mechanism to adjust base distribution rates annually to recover the revenue requirements associated with targeted investments in gas distribution system infrastructure replacement and upgrade projects, including the Company’s Cast Iron Replacement Program (CIRP). In its Final Order issued on February 28, 2018 for Northern Utilities’ 2017 base rate case, the MPUC approved an extension of the TIRA mechanism for an additional eight-year period, which will allow for annual rate adjustments through the end of the CIRP program. The Company’s most recent request under the TIRA mechanism, to increase ~~its~~ annual base rates by ~~$1.4~~ $1.1

million ~~effective May 1,~~for 2020 ~~to recover the revenue requirements for 2019~~ eligible facilities, was approved by the MPUC ~~on April 29, 2020.~~effectiv

May 1, 2021.

~~Table of Contents~~

Northern Utilities - Base Rates - New Hampshire -

On May 2, 2018, the NHPUC approved a settlement agreement providing for a net annual revenue increase of $3.2 million, incorporating the effect of the TCJA, and an initial step increase to recover post-test year capital investments. The Company’s second annual revenue step increase of approximately $1.4 million ~~of annual revenue~~to recover eligible capital investments in 2018 was approved by the NHPUC effective May 1, ~~2019, to recover eligible capital investments in 2018.~~2019. According to the terms of the settlement agreement, Northern Utilities’ next distribution base rate case shall be based on a historical test year of no earlier than the twelve months ending December 31, 2020.

Unitil Energy - Base Rates -

On April ~~20, 2017~~2, 2021, Unitil Energy filed a base rate case with the NHPUC, ~~issued its final order providing for~~requesting a permanent increase in total annual revenues of ~~$4.1~~

$12.0 million, ~~effective May~~which represents an increase of 4.4 percent above present rates. Unitil Energy also requested implementation of temporary rates for service rendered on and after June 1, ~~2017, followed by two~~2021, and until a final order on permanent rates is issued. The requested temporary rates, if approved at the requested levels, could result in an increase in annual revenues of up to $5.8 million, or a 2.7% increase above present rates. The filing includes (1) a proposed multi-year rate ~~step adjustments~~plan, (2) a revenue decoupling mechanism, (3) a Grid Modernization plan that includes a group of foundational grid modernization projects, (4) a suite of proposed time of use (TOU) rates including rates for electric vehicles (EV), (5) an EV infrastructure development program which includes rebates for residential customers for the installation of smart charging equipment and a public “make-ready” program for general service customers under which the Company will install the infrastructure required to ~~recover~~connect an EV charger, (6) a Marketing, Communications, and Education Plan to engage with customers about the ~~revenue requirements associated with certain capital expenditures.~~TOU rates and EV program offerings, (7) resiliency programs to further the Company’s commitment to reliability, (8) an Arrearage Management Program for financial hardship

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customers, and (9) other rate design and tariff changes. On April ~~30, 2018,~~24, 2020, the Governor of New Hampshire issued an executive order that extended the NHPUC’s authority to suspend rate schedules by six months, from 12 to 18 months, to conduct its investigation of a utility company’s request to increase rates. On April 6, 2021, the NHPUC ~~approved Unitil Energy’s first step increase, effective May 1, 2018. On April 22, 2019,~~determined that the ~~NHPUC approved Unitil Energy’s second and~~extension applies to this proceeding, but stated it will endeavor to set final ~~step adjustment, providing for a revenue increase of approximately $340,000, effective May 1, 2019.~~rates as expeditiously as possible.

Fitchburg - Base Rates –- Electric -

Fitchburg’s base rates are decoupled, and subject to an annual revenue decoupling adjustment mechanism, which includes a cap on the amount that rates may be increased in any year. In addition, Fitchburg has an annual capital cost recovery mechanism to recover the revenue requirement associated with certain capital additions. On November 1, 2018, Fitchburg filed its cumulative revenue requirement of $0.9 million associated with the Company’s 2015-2017 capital expenditures. On December ~~27, 2018,~~22, 2020, final approval of the filing was ~~approved, effective January 1, 2019, subject to further investigation and reconciliation. Final approval of the 2018 filing remains pending.~~issued. On October 29, 2019, Fitchburg filed its cumulative revenue requirement of $1.1 million associated with the Company’s 2015-2018 capital expenditures. On December ~~16,~~22, 2020, final approval of the filing was issued. On November 2, 2020, Fitchburg filed its cumulative revenue requirement of $1.4 million associated with its 2019 capital expenditures. On December 17, 2020, the filing was approved, effective January 1, ~~2020,~~2021, subject to further investigation and reconciliation. ~~Final approval of the 2019 filing remains pending.~~

On April 17, 2020, the MDPU approved a settlement agreement entered into by the Company and the Massachusetts Office of the Attorney General providing for a distribution increase of $1.1 million, effective November 1, 2020. The Company’s subsequent Compliance Filing reflected an adjusted distribution increase of $0.9 million, a decrease of $0.2 million from the original settlement amount. On May 21, 2020, the MDPU approved the Company’s Compliance Filing. The agreement provides for a ~~return~~Return on ~~equity~~Equity of 9.7% and a capital structure reflecting 52.45% equity and 47.55% long-term debt. Under the agreement, the Company will not increase or redesign base distribution rates to become effective prior to November 1, 2023, though the Company may seek cost recovery for certain exogenous events that meet a revenue ~~impact~~ threshold of $0.1 million. The agreement also provides for the implementation of a major storm reserve fund, whereby the Company may recover the costs of restoration for qualifying storm events. In addition, the agreement provides for the extension of the annual capital cost recovery mechanism, modified to allow the recovery of property tax on the cumulative net capital expenditures.

Fitchburg - Base Rates –- Gas -

Pursuant to ~~the Company’s~~its revenue decoupling adjustment clause tariff, as approved in its last base rate case, the Company is allowed to modify, on a semi-annual basis, its base distribution rates to an established revenue per customer target in order to mitigate economic, weather and energy efficiency impacts to the Company’s revenues. The MDPU consistently has ~~consistently~~ found ~~that~~ the Company’s filings are in accord with its approved tariffs, applicable law and precedent, and that they result in just and reasonable rates.

~~phased-in~~

phased in over two years: (1) an increase of $3.7 million, which became effective on March 1, 2020; and (2) an increase of $0.9 million, which became effective on March 1, 2021. Under the agreement, the Company will not increase or redesign base distribution rates to become effective prior to March 1, 2023, though the Company may seek cost recovery for certain exogenous events that meet a revenue impact threshold of $40,000. The agreement provides for a ~~return~~Return on ~~equity~~Equity of 9.7% and a capital structure reflecting 52.45% equity and 47.55% long-term debt.

~~Table of Contents~~

Fitchburg - Gas System Enhancement Program -

Pursuant to statute and MDPU order, Fitchburg has an approved Gas System Enhancement Plan (GSEP) tariff through which it may recover certain gas infrastructure replacement and safety related investment costs, subject to an annual cap. Under the plan, the Company is required to make two annual filings with the MDPU: a forward-looking filing for the subsequent construction year, to be filed on or before October 31 (the ~~“GSEP Filing”)~~GSEP Filing); and a filing, submitted on or before May 1, of final project documentation for projects completed during the prior year, demonstrating substantial compliance with its plan in effect for that year and showing that project costs were reasonably and prudently incurred (the ~~“GREC Filing”)~~GREC Filing). Fitchburg’s most recent forward-looking filing, filed on October 30, 2020, requested recovery of approximately $2.2 million, effective May 1, 2021, and remains pending. The Company considers these to be routine regulatory proceedings, and there are no material issues outstanding.

Table of $1.0 million that went into effect on May 1, 2019, subject to reconciliation. The amount that exceeded the cap, $0.6 million, has been deferred to be recovered in a later proceeding. On May 1, 2019, the Company made its 2019 GREC Filing, seeking a waiver of the annual cap and a revenue increase of $1.0 million. The MDPU approved the Company’s request in its Order issued October 31, 2019. On October 31, 2019, the Company made its annual filing for an increase in revenues associated with 2020 GSEP investment for rates effective May 1, 2020. On March 12, 2020, the Company made a revised GSEP filing to incorporate the inclusion of the 2015 through 2018 GSEP investments in base rates effective March 1, 2020. On April 30, 2020, the MDPU approved the Company’s filing. On May 1, 2020, the Company made its 2020 GREC Filing. However, in accordance with the approved gas rate case settlement agreement, the Company decreased the Gas System Enhancement Reconciliation Adjustment Factors (GSERAF) and Gas System Enhancement Adjustment Factors to zero effective March 1, 2020 and will recover the February 29, 2020 GSEP deferral balance including interest over a 24 month period beginning March 1, 2021. This results in this year’s GSERAF changing on March 1, 2021 instead of November 1, 2020. The preliminary GSERAF recovery amount to be recovered over 24 months beginning March 1, 2021 is $2.1 million. This matter remains pending before the MDPU.Contents

Granite State - Base Rates -

On ~~May 2, 2018,~~November 30, 2020, the FERC approved Granite ~~State filed~~State’s filing of an uncontested rate settlement with the FERC which provided for no change in rates, and accounted for the effects of a capital step adjustment offset by the effect of the TCJA. The settlement was approved by the FERC on June 27, 2018, and complies with the FERC Notice of Proposed Rulemaking concerning the justness and reasonableness of rates in light of the corporate income tax reductions under the TCJA.

~~On October 20, 2020, Granite State filed an uncontested rate settlement with the FERC~~ which provides for an increase in annual revenues of approximately $

~~1.3~~

$1.3 million, effective November 1, 2020. The Settlement Agreement permits the filing of limited Section 4 rate adjustments for capital cost projects eligible for cost recovery in 2021, 2022, and 2023, and sets forth an overall cap of approximately $14.6 million on the capital cost recoverable under such filings during the term of the Settlement. Under the Settlement Agreement, Granite may not file a new general rate case earlier than April 30, 2024 with rates to be effective no earlier than November 1, 2024 based on a test year ending no earlier than December 31, 2023. ~~The Settlement Agreement is pending approval by the FERC.~~

Other Matters

Fitchburg - Independent Statewide Examination of the Safety of the Commonwealth’s Gas Distribution System –-

The MDPU engaged a third-party evaluator to conduct an independent statewide examination of the safety of the gas distribution system to complement the investigation of the National Transportation Safety Board focused on the gas incident on September 13, 2018 in the Merrimack Valley and its potential causes. The evaluator examined: (1) the physical integrity and safety of the gas distribution system; and (2) the operation and maintenance policies and practices of the gas companies and municipal gas companies, with respect to the Commonwealth’s gas distribution system, including recommendations for improvements. The evaluator issued its final report on January 31, 2020, which contained a number of ~~observation~~observations and recommendations for the improvement of gas distribution safety. On February 28, 2020, the Company filed a response and plan to implement the ~~Unitil specific~~Unitil-specific recommendations, as well as ~~generic~~general safety improvements.

Fitchburg - Investigation into the role of gas LDCs to achieve Commonwealth 2050 climate goals -

The MDPU has opened an investigation to examine the role of Massachusetts gas local distribution companies (LDCs) in helping the Commonwealth achieve its 2050 climate goal of

net-zero

greenhouse gas (GHG) emissions. In its Order opening the inquiry, the MDPU states it is required to consider new policies and structures as the Commonwealth reduces reliance on fossil fuels, including natural gas, which may require LDCs to make significant changes to their planning processes and business models. The LDCs, including Fitchburg, have engaged an independent consultant to conduct a study and prepare a report (Report), including a detailed study of each LDC, that analyzes the feasibility of all identified pathways to help the Commonwealth achieve its

net-zero

GHG goal. The study is to include an examination of the potential pathways identified in the 2050 Decarbonization Roadmap developed by the MA Executive Office of Energy and Environmental Affairs, in consultation with the Massachusetts Department of Environmental Protection and the Massachusetts Department of Energy Resources. On or before March 1, 2022, each LDC is required to submit a proposal to the MDPU that includes the LDC’s recommendations and plans for helping the Commonwealth achieve its 2050 climate goals, supported by the Report. Prior to filing the Report and the LDCs’ proposals, the LDCs are directed to engage in a stakeholder process to solicit feedback and advice on both the Report and the proposals. Fitchburg is actively involved in the LDC’s joint effort to respond to the MDPU’s directives.

Financial Effects of

COVID-19

Pandemic -

The NHPUC and the MDPU have opened proceedings to consider the revenue and cost effects on the regulated gas and electric utilities within their respective jurisdictions of the requirement to continue the availability of gas, electric and water service to customers during the

COVID-19

pandemic. Among the effects under investigation are the revenue effects associated with service disconnection moratoriums, the waiver of fees and expanded customer payments arrangements; the increased cost of customer accounts that cannot be collected, including the cost of bad debt reserves and increased working capital costs; and increased operating and maintenance costs incurred for employees to work safely and protect the public. Fitchburg, Unitil Energy and Northern Utilities are active participants in these proceedings, and are in full compliance with all regulatory orders governing service

shut-off

moratoriums and other customer service protection measures. These matters remain pending. On December 31, 2020, in docket DPU

20-58,

the MDPU issued an order which, among other provisions, allows the utility companies to defer for future recovery bad debt expense in excess of a baseline.

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Northern Utilities / Granite State –- Firm Capacity Contract

Northern Utilities relies on the transport of gas supply over its affiliate Granite State pipeline to serve its customers in the Maine and New Hampshire service ~~territories, as~~territories. Granite State facilitates critical upstream interconnections with interstate pipelines and third party suppliers essential to Northern Utilities’ service to its customers. Northern Utilities reserves firm capacity through a contract with Granite State, which is renewed annually. Pursuant to statutory requirements in Maine ~~as well as the~~and orders of the MPUC, Northern Utilities submits an annual informational report requesting approval of a

one-year

extension of its

12-month

contract for firm pipeline capacity reservation, with an evergreen provision and three-month termination notification requirement. On ~~May 13, 2020, the MPUC approved~~March 30, 2021, Northern ~~Utilities’ request to extend its contract for firm transmission service~~Utilities submitted an annual informational report requesting approval on ~~its affiliate Granite State pipeline for another year, extending the current contract~~a

one-year

extension for the period of November 1, ~~2020~~2021 through October 31, ~~2021.~~2022.

Reconciliation Filings –-

Fitchburg, Unitil Energy and Northern Utilities each have a number of regulatory reconciling accounts ~~which~~that require annual or semi-annual filings with the MDPU, NHPUC and MPUC, respectively, to reconcile costs and revenues, and to seek approval of any rate changes. These filings include: annual electric reconciliation filings by Fitchburg and Unitil Energy for a number of items, including default service, stranded cost changes and transmission charges; costs associated with energy efficiency programs in New Hampshire and Massachusetts, as directed by the NHPUC and MDPU; recovery of the ongoing costs of storm repairs incurred by Unitil Energy; and the actual wholesale energy costs for electric power and gas incurred by each of the three companies. Fitchburg, Unitil Energy and Northern Utilities have been, and remain in full compliance with all directives and orders regarding these filings. The Company considers these to be routine regulatory proceedings, and there are no material issues outstanding.

Fitchburg - Massachusetts RFPs -

Pursuant to a comprehensive energy law enacted in 2016, “An Act to Promote Energy Diversity,” (the Act) under Section 83C, the Massachusetts electric distribution companies (EDCs), including Fitchburg, are required to jointly solicit proposals for long-term contracts for at least 400

~~megawatts (MW)~~

MW) of offshore wind energy generation by June 30, 2017, as part of a total of 1,600 MW of offshore wind the EDCs are directed to procure by June 30, 2027. Under Section 83D of the Act, the EDCs are required to jointly seek proposals for cost-effective clean energy ~~(hydro,~~(hydroelectric, solar and land-based wind) long-term contracts via one or more staggered solicitations for a total of 9,450,000 megawatt-hours

(MWh)

by December 31, 2022. Unitil’s pro rata share ~~of each~~ of these contracts is approximately one percent. The EDCs issued the RFP for Section 83D Long-Term Contracts for Qualified Clean Energy Projects in March 2017, and after selection of final projects and negotiation, final contracts for 9,554,940 MWh of Qualified Clean Energy and associated Environmental Attributes from hydroelectric generation were filed in July 2018 for approval by the MDPU. On June 25, 2019, the MDPU approved the power purchase agreements, including the EDCs’ proposal to sell the energy procured under the contract into the

ISO-NE

wholesale market and to credit or charge the difference between the contract costs and the

ISO-NE

market costs to customers. The MDPU also determined that the EDCs’ request for remuneration equal to 2.75% of the contract payments is reasonable and in the public ~~interest. Also, the MDPU~~interest and approved the EDCs’ proposal to amend their respective tariffs to include the recovery of costs associated with the contracts. The Massachusetts Supreme Judicial Court upheld the MDPU’s approval in an Order dated September 3, 2020. The Company believes ~~that~~ the power purchase obligations under these long-term contracts will have a material ~~impact~~effect on the contractual obligations ~~and regulatory assets~~ of Fitchburg, once certain conditions and contingencies are met.

The EDCs issued the RFP pursuant to Section 83C for Long-Term Contracts for Offshore Wind Energy Generation in June 2017. ~~Final selection of projects was made~~The EDCs selected an 800 MW project submitted by Vineyard Wind in May 2018, contracts were signed in July 2018 and on July 23, 2018, the EDCs, including Fitchburg, filed two long-term contracts, each for 400 MW of offshore wind energy generation with the MDPU for approval. On April 12, 2019, the MDPU approved the ~~Offshore Wind Energy Generation~~offshore wind energy generation power purchase agreements, including the EDCs’ proposal to sell the energy procured under the contract into the

ISO-NE

wholesale market and to credit or charge the difference between the contract costs and the

ISO-NE

market costs to customers. The MDPU

~~Table of Contents~~

also determined that the EDCs’ request for remuneration equal to 2.75% of the contract payments is reasonable and in the public ~~interest. Also, the MDPU~~interest and approved the EDCs’ proposal to amend their respective tariffs to include the recovery of costs associated with the contracts. The Company believes ~~that~~ the power purchase obligations under these long-term contracts will have a material ~~impact~~effect on the contractual obligations of Fitchburg, once certain conditions and contingencies are met.

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The EDCs issued ana second RFP pursuant to Section 83C for Long-Term Contracts for Offshore Wind Energy Generation on May 23, 2019. This ~~is the second~~ solicitation ~~pursuant~~sought to ~~Section 83C and with the MDPU’s approval of the Vineyard Wind contracts for 800 MW of offshore wind energy generation as a result of the first solicitation,~~procure the remaining obligation under

83C is to procure an additional 800 MW of offshore wind energy generation. The EDCs selected an 800 MW project submitted by Mayflower Wind and contracts were executed on January 10, 2020. A filing with the MDPU for approval of two long-term contracts, each for 400 MW of offshore wind energy generation, was made on February 10, 2020. ~~This filing remains~~On November 5, 2020, the MDPU approved the Offshore Wind Energy Generation power purchase agreements. The MDPU also determined that the EDCs’ request for remuneration equal to 2.75% is reasonable and in the public interest. On November 25, 2020 the Office of the Attorney General filed a Motion for Reconsideration regarding the MDPU’s order as it relates to remuneration. The matter is still pending ~~before~~at the MDPU. The Company believes the power purchase obligations under these long-term contracts will have a material effect on the contractual obligations of Fitchburg, once certain conditions and contingencies are met.

In accordance with the requirement of Chapter 227 of the Acts of 2018, An Act to Advance Clean Energy, signed August 9, 2018, Massachusetts Department of Energy Resources (MDOER) prepared a report on the necessity, benefits and costs of requiring the EDCs to competitively conduct offshore wind generation RFPs for up to an additional 1,600 MW. The MDOER filed its report with the Legislature in May, 2019, recommending that, “the EDCs should proceed with additional offshore wind solicitations for up to 1,600 MW of offshore wind in 2022 and 2024 and only enter into contracts if found to be cost-effective.” On March 10, 2021, Fitchburg, along with the other MA EDCs, filed a petition with the MDPU for approval of a proposed timetable and method of solicitation and execution of long-term contracts for up to an additional 1,600 MW of off shore wind generation. The anticipated RFP release date is May 2021 with project selection expected in December 2021.

FERC Transmission Formula Rate Proceedings -

Pursuant to Section 206 of the Federal Power Act, there are several pending proceedings before the FERC concerning the justness and reasonableness of the Return on Equity (ROE) component of the

ISO-New

England, Inc. Participating Transmission Owners’ Regional Network Service and Local Network Service formula rates. On April 14, 2017, the U.S. Court of Appeals for the D.C. Circuit (the Court) issued an opinion vacating a decision of the FERC with respect to the ROE, and remanded it for further proceedings. The FERC had found that the Transmission Owners existing ROE was unlawful, and ~~had~~ set a new ROE. The Court found that the FERC had failed to articulate a satisfactory explanation for its orders. At this time, the ROE set in the vacated order will remain in place until further FERC action is taken. Separately, on March 15, 2018, the Transmission Owners filed a petition for review with the Court of certain orders of the FERC setting for hearing other complaints challenging the allowed ~~return~~Return on ~~equity~~Equity component of the formula rates. On November 21, 2019 the FERC issued an order in

EL14-12,

Midcontinent Independent System Operator ROE, in which FERC outlined a new methodology for calculating the ROE. In response to the FERC order in EL

14-12,

the New England Transmission Owners (NETOs) filed a motion to reopen the record, which has been granted. This matter remains pending.

~~Also pending at~~The FERC ~~is a~~ Section 206 proceeding concerning the justness and reasonableness of

ISO-New

England, Inc. Participating Transmission Owners’ Regional Network Service and Local Network Service formula rates and to develop formula rate protocols for these ~~rates.~~rates has been resolved. On August 17, 2018 a joint settlement agreement among a number of the parties was filed with the FERC. FERC rejected the settlement agreement on May 22, 2019 and remanded the proceeding to the Chief Administrative Law Judge to resume hearing procedures. On May 24, 2019 the judge appointed a Dispute Resolution Facilitator to aid parties in settlement negotiations. The procedural schedule was suspended September 24, 2019 in order to allow participants to focus on settlement negotiations. On October 24, 2019, the NETO’s filed an unopposed motion to suspend the procedural schedule and waiver of answer period indicating that the NETO’s, Municipal ~~PTF~~Pool Transmission Facility Owners and the Commission Trial Staff have reached agreement in principle on the terms of a settlement to resolve all open issues in the proceeding. On June 15, 2020 a settlement was filed. ~~An order is requested by November~~The FERC approved the settlement agreement on December 28, 2020. Under the terms of the settlement agreement, the negotiated formula rates will take effect on January 1, ~~2020.~~2022. Fitchburg and Unitil Energy are Participating Transmission Owners, although Unitil Energy does not own transmission plant. To the extent that these proceedings result in any changes to the rates being charged, a retroactive reconciliation may be required. The Company does not believe ~~that~~ these proceedings will have a material adverse ~~impact~~effect on ~~the Company’s~~its financial condition or results of operations.

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Legal Proceedings

The Company is involved in legal and administrative proceedings and claims of various types, including those which arise in the ordinary course of business. The Company believes, based upon information furnished by counsel and others, that the ultimate resolution of these claims will not have a material ~~impact~~effect on its financial position, operating results or cash flows.

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NOTE 7 – ENVIRONMENTAL MATTERS

UNITIL’S ENVIRONMENTAL MATTERS ARE DESCRIBED IN NOTE 8 TO THE FINANCIAL STATEMENTS IN ITEM 8 OF PART II OF UNITIL CORPORATION’S ~~ANNUAL REPORT ON~~ FORM

10-K

FOR DECEMBER 31, ~~2019~~2020 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ~~JANUARY 30, 2020.~~FEBRUARY 2, 2021.

The Company’s past and present operations include activities that are generally subject to extensive and complex federal and state environmental laws and regulations. The Company is in material compliance with applicable environmental and safety laws and regulations and, as of ~~September 30, 2020,~~March 31, 2021, has not identified any material losses reasonably likely to be incurred in excess of recorded amounts. However, the Company cannot assure that significant costs and liabilities will not be incurred in the future. It is possible that other developments, such as increasingly stringent federal, state or local environmental laws and regulations could result in increased environmental compliance costs. Based on ~~the Company’s~~its current assessment of its environmental responsibilities, existing legal requirements and regulatory policies, the Company does not believe that these environmental costs will have a material adverse effect on the Company’s consolidated financial position or results of operations.

Northern Utilities Manufactured Gas Plant Sites -

Northern Utilities has an extensive program to identify, investigate and remediate former manufactured gas plant (MGP) sites, which were operated from the

mid-1800s

through the

mid-1900s.

In New Hampshire, MGP sites were identified in Dover, Exeter, Portsmouth, Rochester and Somersworth. In Maine, Northern Utilities has documented the presence of MGP sites in Lewiston and Portland, and a former MGP disposal site in Scarborough.

Northern Utilities has worked with the Maine Department of Environmental Protection and New Hampshire Department of Environmental Services (NH DES) to address environmental concerns with these sites. Northern Utilities or others have completed remediation activities at all sites; however, on site monitoring continues at several sites which may result in future remedial actions as directed by the applicable regulatory agency. In July 2019, the NH DES requested that Northern Utilities review modeled expectations for groundwater contaminants against observed data at the Rochester site. In June 2020, the NH DES coupled the submittal of the review to a proposed extension of the gas distribution system by Northern Utilities; both the review and extension are expected to be completed by the end of the ~~fourth~~second quarter of ~~2020.~~2021. While any recommendation is subject to approval by the NH DES, the Company has accrued $0.8 million for estimated costs to complete the remediation at the Rochester site, which is included in ~~the~~ Environmental ~~Obligations table below.~~Obligations.

The NHPUC and MPUC have approved regulatory mechanisms for the recovery of MGP environmental costs. For Northern Utilities’ New Hampshire division, the NHPUC has approved the recovery of MGP environmental costs over succeeding seven-year periods. For Northern Utilities’ Maine division, the MPUC has authorized the recovery of environmental remediation costs over succeeding five-year periods.

The Environmental Obligations table ~~below~~ shows the amounts accrued for Northern Utilities related to estimated future cleanup costs associated with Northern Utilities’ environmental remediation obligations for former MGP sites. Corresponding Regulatory Assets were recorded to reflect that the future recovery of these environmental remediation costs is expected based on regulatory precedent and established practices.

Fitchburg’s Manufactured Gas Plant Site -

Fitchburg has worked with the Massachusetts Department of Environmental Protection (Mass DEP) to address environmental concerns with the former MGP site at Sawyer Passway, and has substantially completed remediation activities, though on site monitoring continues. In April 2020, Fitchburg received notification from the Massachusetts Department of

Transportation (Mass DOT) that a portion of the site may be incorporated into the proposed Twin City Rail Trail with an anticipated completion in ~~2021 or~~ 2022. Depending upon the final agreement between Fitchburg and Mass DOT, additional minor costs are expected prior to completion.

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Additionally, in November 2020, the Mass DEP conducted an audit of the final remediation solution at Sawyer Passway. Site security improvements required by the Mass DEP were completed in January 2021.

Fitchburg recovers the environmental response costs incurred at this former MGP site in gas rates pursuant to the terms of a cost recovery agreement approved by the MDPU. Pursuant to this agreement, Fitchburg is authorized to amortize and recover environmental response costs from gas customers over succeeding ~~seven-year~~seven-year periods.

The following table sets forth a summary of changes in the Company’s liability for Environmental Obligations for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Environmental Obligations


	($ millions)												($ millions)
	Fitchburg				Northern Utilities				Total				Fitchburg				Northern Utilities				Total
	Nine months ended September 30,												Three months ended March 31,
	2020		2019		2020		2019		2020		2019		2021		2020		2021		2020		2021		2020
Total Balance at Beginning of Period	$	—	$	—	$	2.7	$	2.0	$	2.7	$	2.0	$	0.1	$	0	$	2.0	$	2.7	$	2.1	$	2.7
Additions		—		—		0.1		1.0		0.1		1.0		0		0		0.1		0		0.1		0
Less: Payments / Reductions		—		—		0.6		0.2		0.6		0.2		0		0		0.1		0.5		0.1		0.5

Total Balance at End of Period		—		—		2.2		2.8		2.2		2.8		0.1		0		2.0		2.2		2.1		2.2

Less: Current Portion		—		—		0.3		0.6		0.3		0.6		0.1		0		0.2		0.3		0.3		0.3

Noncurrent Balance at End of Period	$	—	$	—	$	1.9	$	2.2	$	1.9	$	2.2	$	0	$	0	$	1.8	$	1.9	$	1.8	$	1.9

NOTE 8: INCOME TAXES

The differences between the Company’s provisions for Income Taxes and the provisions calculated at the statutory federal tax rate, expressed in percentages, are shown in the following table:


	Three Months Ended March 31,
	2021			2020
Statutory Federal Income Tax Rate		21	%		21	%
Income Tax Effects of:
State Income Taxes, net		6			6
Utility Plant Differences		(1	)		(4	)
Other, net		—			—

Effective Income Tax Rate		26	%		23	%

Under its Tax Sharing Agreement (the Agreement), which was approved upon the formation of Unitil as a public utility holding company, the Company files consolidated Federal and State tax returns and Unitil Corporation and each of its utility operating subsidiaries recognize the results of their operations in its tax returns as if it were a stand-alone taxpayer. The Agreement provides that the Company will account for income taxes in compliance with U.S. GAAP and regulatory accounting principles. The Company has evaluated its tax positions at March 31, 2021 in accordance with the FASB Codification, and has concluded that no adjustment for recognition,

de-recognition,

settlement or foreseeable future events to any tax liabilities or assets as defined by the FASB Codification is required. The Company remains subject to examination by Maine, Massachusetts, and New Hampshire tax authorities for the tax periods ended December 31, 2017, December 31, 2018, and December 31, 2019.

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In March 2021, the American Rescue Plan Act of 2021 (ARPA) was signed into law. The ARPA included certain provisions that provide economic relief for the ongoing

COVID-19

pandemic, such as extending the Employment Retention Credit (ERC) through December 31, 2021, and other future governmental revenue producing provisions, such as expanding the scope for deduction limitations on executive compensation in future years. The Company has evaluated these ARPA provisions and determined that they do not have a material effect on the Company’s financial statements as of March 31, 2021.

In December 2020, the Consolidated Appropriations Act, 2021 (CAA) was signed into law. The CAA included additional funding through tax credits as part of its economic package for 2021. These changes include the temporary removal of deduction limitations on business meals through December 2022 and additional funding for the ERC with expanded benefits extended through June 30, 2021. The expanded ERC is a 70% credit on employee wages for employees that are retained and cannot perform their job duties at 100% capacity as a result of coronavirus pandemic restrictions. The Company evaluated these items in its tax computation as of March 31, 2021 and recorded an ERC of $0.35 million as a reduction to employment tax expense, which is recorded as a reduction to Taxes other than Income Taxes in the consolidated statement of earnings.

In March 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act included several tax changes as part of its economic package. These changes principally related to expanded Net Operating Loss (NOL) carryback periods, increases to interest deductibility limitations, and accelerated Alternative Minimum Tax (AMT) refunds. The Company has evaluated these items and ~~included them in~~determined that the items do not have a material effect on its ~~tax computation~~financial statements as of ~~September 30,~~December 31, 2020. Additionally, the CARES Act enacted the ~~Employment Retention Credit (ERC)~~ERC to ~~incentivize~~encourage companies to retain employees. The ERC is a 50% credit on employee wages for employees that are retained and cannot perform their job duties at 100% capacity as a result of coronavirus pandemic restrictions. The ERC is ~~taken~~take as a credit on employment tax form 941. In Q3the third quarter of 2020, the Company recorded an ERC of $0.6 ~~mill~~

onmillion as a reduction to employment tax ~~expense.~~expense, which is recorded as a reduction to Taxes other than Income Taxes in the consolidated statement of earnings.

Income tax filings for the year ended December 31, 2019 have been filed with the ~~IRS,~~Internal Revenue Service, Massachusetts Department of Revenue, the Maine Revenue Service, and the New Hampshire Department of Revenue Administration. ~~The Company evaluated its~~In the Company’s federal tax ~~positions at September 30, 2020 in accordance with the FASB Codification, and has concluded that no adjustment for recognition,~~

~~de-recognition,~~

settlement and foreseeable future events to any tax liabilities or assets as defined by the FASB Codification is required. The Company remains subject to examination by Maine, Massachusetts, and New Hampshire tax authoritiesreturns for the ~~tax periods~~year ended December 31, ~~2017;~~2019 which were filed with the IRS in October 2020, the Company utilized federal Net Operating Loss Carryforward (NOLC) assets of $8.2 million. As of December 31, ~~2018;~~2020, the Company had recognized the utilization of the remaining federal NOLC assets of $2.7 million to offset against current taxes payable. The Company received $0.9 million of AMT credits in 2019 and will receive $0.9 million of AMT credits in 2021 as provided for in the CARES Act. In addition, at December 31, ~~2019.~~2020, the Company had $0.3 million of cumulative state tax credit carryforwards to offset against future income taxes payable. If unused, the Company’s state tax credit carryforwards will begin to expire in 2023.

In December 2017, the Tax Cuts and Jobs Act (TCJA), which included a reduction to the corporate federal income tax rate to 21% effective January 1, 2018, was signed into law. In accordance with ~~GAAP Accounting Standard~~FASB Codification Topic 740, the Company revalued its Accumulated Deferred Income Taxes (ADIT) at the new 21% tax rate at which the ADIT will be reversed in future periods. The Company recorded a net Regulatory Liability in the amount of $48.9 million at December 31, 2017 as a result of the ADIT revaluation.

~~In March 2020, the MPUC approved Northern Utilities’ base rate increase effective April 1, 2020. Part of the base rate increase is the~~ The Company expects to flow ~~back~~through to customers $47.1 million of excess ADIT ~~through~~in utility base rates. ~~Northern Utilities was ordered to begin flowing back to customer~~Approximately $1.8 million of excess ADIT was created through reconciling mechanisms at December 31, 2017, which had not been previously collected from customers through utility rates. The Company reconciled these excess ADIT amounts through the specific reconciliation mechanisms in each of ~~$12.3~~those individual reconciling mechanisms which were reviewed by state regulators. In addition to the $48.9 million of net excess ADIT, as of December 31, 2018, there was $2.0 million of remaining excess ADIT created by the recognition of Net Operating Loss Carryforward assets (NOLC), and related to ~~gas ratepayers over approximately 20 years.~~the implementation of the new federal tax rate of the TCJA, which had not been previously included in utility rates. The Company recognized the benefit of this excess ADIT in accordance with the regulatory treatment of excess ADIT for each jurisdiction. In 2019, the Company recognized $1.7 million of this amount and the remaining $0.3 million was recognized in 2020.

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~~The MDPU issued a multi-utility Order D.P.U.~~

~~18-15-E~~

(the “Order”) on December 21, 2018. The Order clarified the categories of Excess ADIT for Massachusetts ratemaking: 1) Excess protected ADIT directly related to utility plant fixed assets (rate base), 2) other

~~non-plant~~

excess ADIT amounts (unprotected), and 3) excess ADIT created through reconciling mechanisms. In the Order, all Massachusetts utilities were ordered to begin flow back of protected and unprotected excess ADIT on February 1, 2019 and to reconcile excess ADIT amounts previously collected from ratepayers through reconciliation mechanisms in the next filing of each of those individual reconciling mechanisms. Fitchburg was ordered to begin flowing back to customers excess ADIT of $10.1 million and $10.4 million to electric and gas ratepayers, respectively, over approximately fifteen years. Fitchburg filed its compliance filing under

~~D.P.U.18-15-E~~

~~on January 4, 2019 for rates effective February 1, 2019. The MDPU approved this filing on January 16, 2019. The filing will be updated and the balances of excess ADIT will be reconciled annually.~~

~~On November 15, 2018 the FERC issued two pronouncements regarding the accounting for income taxes due to the TCJA; 1) Notice of Proposed Rulemaking Docket No. RM~~

~~19-5-000~~

~~and 2) Policy Statement PL~~

~~19-2-000~~

providing specific guidance on the flow back of excess ADIT created by the implementation of the TCJA. According to the FERC guidance; the amount of the reduction to ADIT that was previously collected from customers but is no longer payable to the IRS is excess ADIT and should be flowed back to ratepayers under general ratemaking principles. On November 21, 2019 the FERC issued a final order Docket No.

~~RM19-5-000~~

~~regarding the 2018 Notice of Proposed Rulemaking and Policy Statement (“Notice”) and affirmed the regulatory treatment outlined in the 2018 Notice.~~

Based on communications received by the Company from its state regulators in rate cases and other regulatory proceedings in the first quarter of 2018 and, as prescribed in the TCJA, ~~the~~ recent FERC guidance ~~noted above~~ and IRS normalization ~~rules;~~rules, the benefit of these protected excess ADIT amounts will be subject to flow back to customers in future utility rates according to the Average Rate Assumption Method (ARAM). ARAM reconciles excess ADIT at the reversal rate of the underlying book/tax temporary timing differences. The Company estimates the ARAM flow back period for protected and unprotected excess ADIT to be between fifteen and twenty years over the remaining life of the related utility plant. Subject to regulatory approval, the Company expects to flow back to customers a net $47.1 million of protected excess ADIT created as a result of the lowering of the statutory tax rate by the TCJA over periods estimated to be fifteen to twenty years. As of ~~September 30, 2020,~~March 31, 2021, the Company flowed back ~~$1.6M~~$2.3 million to customers in ~~Massachusetts and Maine.~~

In addition to the protected excess $47.1 million ADIT amounts the Company expects to flow through to customers in utility rates, as noted above, there is approximately $1.8 million of excess ADIT created through reconciling mechanisms at December 31, 2017, related to the implementation of the new federal tax rate of the TCJA, which had not been previously collected from customers through utility rates. The Company will reconcile these excess ADIT amounts through the specific reconciliation mechanisms in the next filing of each of those individual reconciling mechanisms which will be subject to the review of state regulators.

In addition to the $48.9 million of net excess ADIT noted above, as of December 31, 2018, there was $2.0 million of remaining excess ADIT created by the recognition of Net Operating Loss Carryforward assets (NOLC), discussed below, and related to the implementation of the new federal tax rate of the TCJA, which had not been previously included in utility rates. The Company is recognizing the benefit of this excess ADIT in accordance with the regulatory treatment of excess ADIT for each of jurisdiction. As of December 31, 2019 there was $0.3 million remaining; of which, $0.2 million was recognized as of September 30, 2020. The remaining $0.1 million will be recognized in 2020.

~~The Company has received regulatory orders in~~ its Massachusetts, Maine, and ~~Maine jurisdictions regarding the flow-back of excess deferred income taxes. The Company’s~~federal jurisdictions. New Hampshire ~~regulators are expected to issue additional ratemaking guidance in future periods that will determine the final disposition of the~~

~~re-measurement~~liabilities

of regulatory deferred income tax balances. At this time, the Company has applied a reasonable interpretation of the TCJA and a reasonable estimate of the regulatory resolution. Future clarification of TCJA matters with the Company’s regulators may change the amounts estimated.

~~Table of Contents~~

Under the Company’s Tax Sharing Agreement (the “Agreement”) which was approved upon the formation of Unitil as a public utility holding company; the Company files consolidated Federal and State tax returns and Unitil Corporation and each of its utility operating subsidiaries recognize the results of their operations in its tax returns as if it were a stand-alone taxpayer. The Agreement provides that the Company will account for income taxes in compliance with U.S. GAAP and regulatory accounting principles. The Company filed its tax returns for the year ended December 31, 2019 with the IRS in October 2020 and utilized federal NOLC assets of $8.2 million. As of September 30, 2020, the Company had recorded cumulative federal NOLC assets of $2.7 million to offset against taxes payable in future periods. If unused, the Company’s NOLC carryforward assets will begin to ~~expire~~flow back once rate proceedings have finalized in 2029. The Company received $0.9 million of the Alternative Minimum Tax (AMT) credits in 2019 and will receive $0.9 million of the AMT credits in 2020 as provided for in the CARES Act. In addition, at September 30, 2020, the Company had $1.9 million of cumulative general business tax credit and other state tax credit carryforwards to offset future income taxes payable.that jurisdiction.

In assessing the near-term use of NOLCs and tax credits, the Company evaluates the expected level of future taxable income, available tax planning strategies, reversals of existing taxable temporary differences and taxable income available in carryback years. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, the Company expects to utilize all of its NOLCs by December 31, 2020 prior to their expiration in 2029.

The Company bills its customers for sales tax in Massachusetts and Maine. These taxes are remitted to the appropriate departments of revenue in each state and are excluded from revenues on the Company’s unaudited Consolidated Statements of Earnings.

NOTE 9: RETIREMENT BENEFIT OBLIGATIONS

The Company sponsors the following retirement benefit plans to provide certain pension and post-retirement benefits for its retirees and current employees as follows:

~~co-sponsors~~

~~the~~

The Unitil Corporation Retirement Plan (Pension Plan),

The Pension Plan is a defined benefit pension plan. Under the Pension Plan, retirement benefits are based upon an employee’s level of compensation and length of service. Effective January 1, 2010, the Pension Plan was closed to new

non-union

employees. For union employees, the Pension Plan was closed on various dates between December 31, 2010 and June 1, 2013, depending on the various Collective Bargaining Agreements of each union.

The Unitil Retiree Health and Welfare Benefits Plan (PBOP Plan),

The PBOP Plan provides health care and life insurance benefits to retirees. The Company has established Voluntary Employee Benefit Trusts, into which it funds contributions to the PBOP Plan.

The Unitil Corporation Supplemental Executive Retirement Plan ~~(SERP Plan)~~(SERP)

The SERP is a

non-qualified

retirement plan, with participation limited to ~~provide certain pension and postretirement benefits for its retirees and current employees. Please see~~executives selected by the Board of Directors.

See Note 10 (Retirement Benefit Plans) to the Consolidated Financial Statements in the Company’s ~~Annual Report on~~ Form

10-K

for the year ended December 31, ~~2019~~2020 as filed with the SEC on ~~January 30, 2020~~February 2, 2021 for additional information regarding these plans.

The following table includes the key weighted average assumptions used in determining the Company’s benefit plan costs and obligations:


Used to Determine Plan Costs	2020			2019			2021			2020
Discount Rate		3.25	%		4.25	%		2.50	%		3.25	%
Rate of Compensation Increase		3.00	%		3.00	%		3.00	%		3.00	%
Expected Long-term rate of return on plan assets		7.40	%		7.75	%		7.50	%		7.40	%
Health Care Cost Trend Rate Assumed for Next Year		7.00	%		7.00	%		6.60	%		7.00	%
Ultimate Health Care Cost Trend Rate		4.50	%		4.50	%		4.50	%		4.50	%
Year that Ultimate Health Care Cost Trend Rate is reached		2029			2024			2029			2029

524

Table of Contents

The following ~~tables provide~~table provides the components of the Company’s Retirement plan costs ($000’s):


	Pension Plan						PBOP Plan						SERP Plan						Pension Plan						PBOP Plan						SERP
Three Months Ended September 30,	2020			2019			2020			2019			2020			2019
Three Months Ended March 31,																			2021			2020			2021			2020			2021			2020
Service Cost	$	829		$	776		$	673		$	576		$	70		$	62		$	868		$	831		$	758		$	675		$	89		$	71
Interest Cost		1,445			1,621			782			857			137			142			1,251			1,444			685			780			114			137
Expected Return on Plan Assets		(2,254	)		(2,119	)		(515	)		(412	)		—			—			(2,423	)		(2,255	)		(627	)		(516	)		—			—
Prior Service Cost Amortization		80			80			301			304			15			14			75			80			302			303			14			14
Actuarial Loss Amortization		1,618			1,081			187			56			259			157			2,022			1,618			262			186			372			259

Sub-total		1,718			1,439			1,428			1,381			481			375			1,793			1,718			1,380			1,428			589			481
Amounts Capitalized and Deferred		(861	)		(650	)		(860	)		(650	)		(144	)		(107	)		(713	)		(630	)		(662	)		(532	)		(178	)		(138	)

Net Periodic Benefit Cost Recognized	$	857		$	789		$	568		$	731		$	337		$	268		$	1,080		$	1,088		$	718		$	896		$	411		$	343


	Pension Plan						PBOP Plan						SERP Plan
Nine Months Ended September 30,	2020			2019			2020			2019			2020			2019
Service Cost	$	2,491		$	2,328		$	2,023		$	1,728		$	212		$	185
Interest Cost		4,332			4,863			2,341			2,569			412			426
Expected Return on Plan Assets		(6,764	)		(6,356	)		(1,547	)		(1,234	)		—			—
Prior Service Cost Amortization		240			240			907			910			43			42
Actuarial Loss Amortization		4,854			3,243			559			170			777			471

Sub-total		5,153			4,318			4,283			4,143			1,444			1,124
Amounts Capitalized and Deferred		(2,298	)		(1,659	)		(2,087	)		(1,730	)		(434	)		(322	)

Net Periodic Benefit Cost Recognized	$	2,855		$	2,659		$	2,196		$	2,413		$	1,010		$	802

Employer Contributions

As of ~~September 30, 2020, the~~March 31, 2021, th

Company had made ~~$4.7~~$0.7 million and ~~$2.8~~$0.4 million ofin contributions to its Pension Plan and PBOP ~~Plans,~~Plan, respectively, in ~~2020.~~2021. The Company, along with its subsidiaries, expects to continue to make contributions to its Pension and PBOP Plans in ~~2020~~2021 and future years at minimum required and discretionary funding levels consistent with the amounts recovered in the distribution utilities’ rates for these Pension and PBOP Plan costs.

As of ~~September 30, 2020,~~March 31, 2021, the Company had made ~~$0.5 million of benefit payments under the SERP Plan in 2020. The Company presently anticipates making an additional~~ $0.2 million of benefit payments under the SERP Plan in ~~2020.~~2021. The Company presently anticipates making an additional $0.4 million of benefit payments unde

the SERP Plan in 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Reference is made to the “Interest Rate Risk” and ~~“Market~~“Commodity Price Risk” sections of Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations” (above).~~Operations.”

Item 4. 4

Controls and Procedures

Management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of ~~September 30, 2020.~~March 31, 2021. Based upon this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded as of ~~September 30, 2020~~March 31, 2021 that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e)

and

15(d)-15(e))

are effective.

~~Table of Contents~~

There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f)

and

15(d)-15(f))

during the fiscal quarter covered by this Form

~~Form~~ 10-Q

that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in legal and administrative proceedings and claims of various types, including those which arise in the ordinary course of business. Certain specific matters are discussed in Notes 6 and 7 to the unaudited Consolidated Financial Statements. In the opinion of Management, based upon information furnished by counsel and others, the ultimate resolution of these claims will not have a material ~~impact~~effect on the Company’s financial position.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form

~~Form~~ 10-K

for the year-ended December 31, ~~2019~~2020 as filed with the SEC on ~~January 30, 2020, except for the following, which was disclosed on a Current Report on~~

~~Form 8-K,~~

~~filed with the SEC on March 26, 2020, the Company’s Quarterly Report on~~

~~Form 10-Q~~

~~for the fiscal quarter ended March 31, 2020, filed with the SEC on April 30, 2020 and the Company’s Quarterly Report on~~

~~Form 10-Q~~

~~for the fiscal quarter ended June 30, 2020, filed with the SEC on July 30, 2020.~~February 2, 2021.

~~The novel coronavirus outbreak could adversely impact Unitil’s business, financial conditions, results of operations and cash flows.~~

~~In December 2019, a novel strain of coronavirus~~

~~(COVID-19)~~

emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. The extent to which the coronavirus impacts Unitil’s financial condition, results of operations, and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus, and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus could adversely impact Unitil’s business, including (i) by disrupting Unitil’s employees and contractors ability to provide ongoing services to Unitil, (ii) by reducing customer demand for electricity or gas, or (iii) by reducing the supply of electricity or gas, each of which could have an adverse impact on Unitil’s financial condition, results of operations, and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities by the Company during the fiscal quarter ended ~~September 30, 2020.~~March 31, 2021.

Issuer Purchases of Equity Securities

Pursuant to the Company’s written trading plan under Rule

10b5-1

under the Exchange Act, adopted and announced by the Company on May 1, 2020, the Company will periodically repurchase shares of its Common Stock on the open market related to the stock portion of the Directors’ annual retainer for those Directors who elected to receive common stock. There is no pool or maximum number of shares related to these purchases; however, the trading plan will terminate when $516,000 in value of shares have been purchased or, if sooner, on May 1, 2021.

~~Table of Contents~~

The Company may suspend or terminate this trading plan at any time, so long as the suspension or termination is made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule

10b-5

under the Exchange Act, or other applicable securities laws.

The following table shows information regarding repurchases by the Company of shares of its common stock pursuant to the trading plan for each month in the quarter ended ~~September 30, 2020.~~March 31, 2021.

Total

Number

of Shares

Purchased

Average

Price Paid

per Share

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

Approximate Dollar

Value of Shares that

May Yet Be

Purchased Under the

Plans or Programs

7/1/20 – 7/31/20
   —      —      —      $ 516,000
8/1/20 – 8/31/20
   —      —      —      $ 516,000
9/1/20 – 9/30/20
   —      —      —      $ 516,000





Total
   —      —      —


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
1/1/21 – 1/31/21		—		—		—	$	808
2/1/21 – 2/28/21		—		—		—	$	808
3/1/21 – 3/31/21		—		—		—	$	808

Total		—		—		—

Item 5. Other Information

On ~~October 29, 2020,~~May 4, 2021 the Company issued a press release announcing its results of operations for the ~~three and nine month periods~~three-month period ended ~~September 30, 2020.~~March 31, 2021. The press release is furnished with this Quarterly Report on Form

~~Form~~ 10-Q

as Exhibit 99.1.

Table of Contents

Item 6. Exhibits

(a) Exhibits


Exhibit No.	Description of Exhibit	Reference
~~4.1~~	~~Note Purchase Agreement dated September 15, 2020 by and among Northern Utilities, Inc. and the several purchasers named therein.~~	~~Exhibit 4.1 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

4.2*	~~3.78% Senior Note, Series 2020, due September 15, 2040, issued by Northern Utilities, Inc. to Metropolitan Life Insurance Company.~~	~~Exhibit 4.2 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

~~4.3~~	~~Note Purchase Agreement dated September 15, 2020 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein.~~	~~Exhibit 4.3 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

4.4*	~~3.78% Senior Note, Series 2020A, due September 15, 2040, issued by Fitchburg Gas and Electric Light Company to Brighthouse Life Insurance Company of NY.~~	~~Exhibit 4.4 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

~~Table of Contents~~


~~Exhibit No.~~	~~Description of Exhibit~~	~~Reference~~

~~4.5~~	~~Bond Purchase Agreement dated September 15, 2020 by and among Unitil Energy Systems, Inc., U.S. Bank National Association (as trustee), and the several purchasers named therein.~~	~~Exhibit 4.5 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

~~4.6~~	~~Sixteenth Supplemental Indenture dated September 15, 2020 by and between Unitil Energy Systems, Inc. and U.S. Bank National Association (as trustee).~~	~~Exhibit 4.6 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

4.7*	~~First Mortgage Bond, Series R, 3.58%, due September 15, 2040, issued by Unitil Energy Systems, Inc. to CUDD AND CO (as nominee for Symetra Life Insurance Company).~~	~~Exhibit 4.7 to Form~~ ~~8-K~~ ~~dated September 15, 2020 (SEC File~~ ~~No. 1-8858)~~

10.1**	~~Severance Agreement dated July 29, 2020 between the Company and Robert B. Hevert~~	~~Exhibit 10.1 to Form~~ ~~8-K~~ ~~dated July 29, 2020 (SEC File~~ ~~No. 1-8858)~~

11	Computation in Support of Earnings Per ~~Weighted~~ Average Common Share Outstanding	Filed herewith

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.3	Certification of Chief Accounting Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

99.1	Unitil Corporation Press Release Dated ~~October 29, 2020~~May 4, 2021 Announcing Earnings For the Quarter Ended ~~September 30, 2020.~~March 31, 2021.	Filed herewith

~~Table of Contents~~


~~Exhibit No.~~	~~Description of Exhibit~~	~~Reference~~

101.INS	Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith

104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.	Filed herewith

This note or bond is substantially identical in all material respects to other notes or bonds that are otherwise required to be filed as exhibits, except as to the registered payee of such note or bond, the identifying number of such note or bond, and the principal amount of such note or bond. In accordance with instruction

~~S-K,~~

the Registrant has filed a copy of only one of such notes or bonds, with a schedule identifying the other notes or bonds omitted and setting forth the material details in which such notes or bonds differ from the note or bond that was filed. The Registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any notes or bonds so omitted.

~~* *~~

~~This exhibit represents a management contract or compensatory plan.~~

5748

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						UNITIL CORPORATION
						(Registrant)

Date: ~~October 29, 2020~~May 4, 2021						/s/ Robert B. Hevert
						Robert B. Hevert
						Chief Financial Officer

5849


		Page No.
Cautionary Statement			23

Part I. Financial Information

Item 1.	Financial Statements ~~- Unaudited~~(Unaudited)

	Consolidated Statements of Earnings - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		2117

	Consolidated Balance Sheets, ~~September 30,~~March 31, 2021, March 31, 2020 ~~September 30, 2019~~ and December 31, ~~2019~~2020		~~22-23~~18-19

	Consolidated Statements of Cash Flows - ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		2420

	Consolidated Statements of Changes in Common Stock Equity – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		~~25-26~~21

	Notes to Consolidated Financial Statements		~~27-53~~22-46

Item 2.	Management’s Discussion and Analysis ~~(MD&A)~~ of Financial Condition and Results of Operations		~~3-20~~4-16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5346

Item 4.	Controls and Procedures		5346

Part II. Other Information

Item 1.	Legal Proceedings		5447

Item 1A.	Risk Factors		5447

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5447

Item 3.	Defaults Upon Senior Securities		Inapplicable

Item 4.	Mine Safety Disclosures		Inapplicable

Item 5.	Other Information		5547

Item 6.	Exhibits		~~55-57~~48

Signatures			5849


Interest Expense, Net	Three Months									Nine Months
($ millions)	Ended September 30,									Ended September 30,
	2020			2019			Change			2020			2019			Change
Interest Expense
Long-term Debt	$	6.0		$	5.7		$	0.3		$	18.1		$	17.0		$	1.1
Short-term Debt		0.3			0.6			(0.3	)		1.3			2.4			(1.1	)
Regulatory Liabilities		0.1			0.2			(0.1	)		0.2			0.5			(0.3	)

Subtotal Interest Expense		6.4			6.5			(0.1	)		19.6			19.9			(0.3	)

Interest (Income)
Regulatory Assets		(0.2	)		(0.2	)		—			(0.6	)		(0.6	)		—
AFUDC (1) and Other		(0.6	)		(0.5	)		(0.1	)		(1.3	)		(1.4	)		0.1

Subtotal Interest (Income)		(0.8	)		(0.7	)		(0.1	)		(1.9	)		(2.0	)		0.1

Total Interest Expense, Net	$	5.6		$	5.8		$	(0.2	)	$	17.7		$	17.9		$	(0.2	)


	Revolving Credit Facility ($ millions)
	Sept 30,				December 31,
	2020		2019		2019
Limit	$	120.0	$	120.0	$	120.0
Short-Term Borrowings Outstanding		17.3		49.2		58.6
Letter of Credit Outstanding		0.1		0.1		0.1

Available	$	102.6	$	70.7	$	61.3


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/20 – 7/31/20		—		—		—	$	516,000
8/1/20 – 8/31/20		—		—		—	$	516,000
9/1/20 – 9/30/20		—		—		—	$	516,000

Total		—		—		—

Date: ~~October 29, 2020~~May 4, 2021

/s/ Daniel J. Hurstak

Daniel J. Hurstak

Chief Accounting Officer