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.) 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)	June 30,				December 31,
	2020		2019		2019
Estimated Fair Value of Long-Term Debt	$	516.6	$	430.6	$	518.7

On July 25, 2018, the Company entered into a Second Amended and Restated Credit Agreement and related documents (collectively, the “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 $ 121.6 million for the six months ended June 30, 2020. Total gross repayments were $105.3 million for the six months ended June 30, 2020. The following table details the borrowing limits, amounts outstanding and amounts available under the Credit Facility as of June 30 2020, June 30, 2019 and December 31, 2019:


	Revolving Credit Facility ($ millions)
	June 30,				December 31,
	2020		2019		2019
Limit	$	120.0	$	120.0	$	120.0
Short-Term Borrowings Outstanding		74.9		64.8		58.6
Letter of Credit Outstanding		0.1		—		0.1

Available	$	45.0	$	55.2	$	61.3

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 June 30, 2020, June 30, 2019 and December 31, 2019, the Company was in compliance with the covenants contained in the Credit Facility in effect on that date.

The average interest rates on all short-term borrowings and intercompany money pool transactions were 1.5% and 3.6% for the three months ended June 30, 2020 and June 30, 2019, respectively. The average interest rates on all short-term borrowings and intercompany money pool transactions were 2.0% and 3.7% for the six months ended June 30, 2020 and June 30, 2019, respectively. The average interest rate on all short-term borrowings for the twelve months ended December 31, 2019 was 3.4%.

As discussed previously, the Company divested of its

non-regulated

subsidiary business, Usource, in the first quarter of 2019. The Company used the net proceeds of $9.8 million from this divestiture for general corporate purposes.

On June 16, 2020, the distribution utilities priced $95 million collectively of long-term financings through a private placement marketing process to institutional investors as follows. Northern Utilities and Fitchburg priced

$67.5

million collectively of Senior Unsecured Notes (Notes). Unitil Energy priced

$27.5

million of First Mortgage Bonds (Bonds). Northern Utilities priced

$40 million of Notes due 2040 at 3.78%. Fitchburg priced $27.5 million of Notes due 2040 at 3.78%. Unitil Energy priced $27.5 million of Bonds due 2040 at 3.58%. Northern Utilities, Fitchburg and Unitil Energy plan to use the net proceeds from the offering to repay short-term debt and for general corporate purposes. Northern Utilities, Fitchburg and Unitil Energy anticipate closing this long-term financing in the third quarter of 2020. However the issuance of the Notes and Bonds are subject to customary closing conditions for transactions of this type. The Northern Utilities Notes, the Fitchburg Notes, and the Unitil Energy Bonds have not been and will not be registered under the Securities Act of 1933 (Act) or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.

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 off in the second quarter of 2019.

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

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 $3.9 million, $5.0 million and $6.5 million of gas storage inventory at June 30, 2020, June 30, 2019 and December 31, 2019, respectively, related to these asset management agreements. The amount of gas inventory released in June 2020 and payable in July 2020 is less than $0.1 million and is recorded in Accounts Payable at June 30, 2020. The amount of gas inventory released in June 2019 and payable in July 2019 was $0.1 million and was recorded in Accounts Payable at June 30, 2019. The amount of gas inventory released in December 2019 and payable in January 2020 was $1.0 million and was recorded in Accounts Payable at December 31, 2019.

Guarantees

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 June 30, 2020, there were approximately $6.2 million of guarantees outstanding.

Leases

Unitil’s subsidiaries lease some of their 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 June 30, 2020 and 2019 amounted to $0.4 million and $0.3 million, respectively. Total rental expense under operating leases charged to operations for the six months ended June 30, 2020 and 2019 amounted to $0.8 million and $0.7 million, respectively.

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


	June 30,				December 31,
Lease Obligations ($ millions)	2020		2019		2019
Operating Lease Obligations:
Other Current Liabilities (current portion)	$	1.3	$	1.0	$	1.2
Other Noncurrent Liabilities (long-term portion)		3.2		2.6		2.8

Total Operating Lease Obligations	$	4.5	$	3.6	$	4.0

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

Total Capital Lease Obligations	$	0.5	$	0.4	$	0.5

Total Lease Obligations	$	5.0	$	4.0	$	4.5

Cash paid for amounts included in the measurement of operating lease obligations for the six months ended June 30, 2020 was $0.8 million and was included in Cash Provided by Operating Activities on the Consolidated Statements of Cash Flows.

Assets under capital leases amounted to approximately $1.2 million, $1.5 million and $1.2 million as of June 30, 2020, June 30, 2019 and December 31, 2019, respectively, less accumulated amortization of $0.6 million, $1.0 million and $0.6 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 June 30, 2020. 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 June 30, 2020.

The payments for operating leases consist of $1.3 million of current operating lease obligations, which are included in Other Current Liabilities and $3.2 million of noncurrent operating lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of June 30, 2020.


Lease Payments ($000’s)	Operating		Capital
Year Ending December 31,	Leases		Leases
Rest of 2020	$	795	$	138
2021		1,448		194
2022		1,169		130
2023		873		88
2024		544		33
2025-2029		140		—

Total Payments		4,969		583

Less: Interest		436		34

Amount of Lease Obligations Recorded on Consolidated Balance Sheets	$	4,533	$	549

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 June 30, 2020, the weighted average remaining lease term is 3.8 years and the weighted average operating discount rate used to determine the operating lease obligations was 4.9%.