DEBT AND FINANCING ARRANGEMENTS | NOTE 4 – DEBT AND FINANCING ARRANGEMENTS Details on long-term debt at March 31, 2019, March 31, 2018 and December 31, 2018 are shown below: ($ millions) March 31, December 31, 2019 2018 2018 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 Unitil Energy First Mortgage Bonds: 5.24% Senior Secured Notes, Due March 2, 2020 5.0 10.0 10.0 8.49% Senior Secured Notes, Due October 14, 2024 6.0 7.5 6.0 6.96% Senior Secured Notes, Due September 1, 2028 20.0 20.0 20.0 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 4.18% Senior Secured Notes, Due November 30, 2048 30.0 — 30.0 Fitchburg: 6.75% Senior Notes, Due November 30, 2023 5.7 7.6 5.7 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 12.0 12.0 12.0 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 4.32% Senior Notes, Due November 1, 2047 15.0 15.0 15.0 Northern Utilities: 6.95% Senior Notes, Due December 3, 2018 — 10.0 — 5.29% Senior Notes, Due March 2, 2020 8.2 16.6 16.6 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 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 Granite State: 7.15% Senior Notes, Due December 15, 2018 — 3.3 — 3.72% Senior Notes, Due November 1, 2027 15.0 15.0 15.0 Total Long-Term Debt 395.9 396.0 409.3 Less: Unamortized Debt Issuance Costs 3.4 3.2 3.5 Total Long-Term Debt, net of Unamortized Debt Issuance Costs 392.5 392.8 405.8 Less: Current Portion 19.5 29.8 18.4 Total Long-term Debt, Less Current Portion $ 373.0 $ 363.0 $ 387.4 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) March 31, December 31, 2019 2018 2018 Estimated Fair Value of Long-Term Debt $ 418.0 $ 428.0 $ 422.0 Credit Arrangements 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 one-month The Company utilizes the Credit Facility for cash management purposes related to its short-term operating activities. Total gross borrowings were $75.7 million for the three months ended March 31, 2019. Total gross repayments were $92.7 million for the three months ended March 31, 2019. The following table details the borrowing limits, amounts outstanding and amounts available under the Credit Facility as of March 31, 2019, March 31, 2018 and December 31, 2018: Revolving Credit Facility ($ millions) March 31, December 31, 2019 2018 2018 Limit $ 120.0 $ 120.0 $ 120.0 Short-Term Borrowings Outstanding $ 65.8 $ 45.3 $ 82.8 Available $ 54.2 $ 74.7 $ 37.2 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 March 31, 2019, March 31, 2018 and December 31, 2018, 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.) The Company believes the future operating cash flows of the Company, along with its existing borrowing availability and access to financial markets for the issuance of new long-term debt, will be sufficient to meet any working capital and future operating requirements, and capital investment forecast opportunities. The weighted average interest rates on all short-term borrowings and intercompany money pool transactions were 3.7% and 2.9% for the three months ended March 31, 2019 and March 31, 2018, respectively. The weighted average interest rate on all short-term borrowings for the twelve months ended December 31, 2018 was 3.3%. As discussed previously, the Company divested of its non-regulated On November 30, 2018 Unitil Energy issued $30 million of First Mortgage Bonds due November 30, 2048 at 4.18%. Unitil Energy used the net proceeds from this offering to repay short-term debt and for general corporate purposes. Approximately $0.5 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. The capital lease matures on September 30, 2020. As of March 31, 2019, there are $2.8 million of current and $1.6 million of noncurrent obligations under this capital lease on the Company’s Consolidated Balance Sheets. 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 natural gas pipeline and storage assets, resells the natural gas storage inventory to an asset manager and subsequently repurchases the inventory over the course of the natural gas heating season at the same price at which it sold the natural gas inventory to the asset manager. There was $2.2 million, $1.0 million and $8.4 million of natural gas storage inventory at March 31, 2019, March 31, 2018 and December 31, 2018, respectively, related to these asset management agreements. The amount of natural gas inventory released in March 2019 and payable in April 2019 is $2.1 million and is recorded in Accounts Payable at March 31, 2019. The amount of natural gas inventory released in March 2018 and payable in April 2018 was $1.0 million and was recorded in Accounts Payable at March 31, 2018. The amount of natural gas inventory released in December 2018 and payable in January 2019 was $0.9 million and was recorded in Accounts Payable at December 31, 2018. Guarantees The Company provides limited guarantees on certain energy and natural gas storage management contracts entered into by the distribution utilities. The Company’s policy is to limit the duration of these guarantees. As of March 31, 2019, there were approximately $4.3 million of guarantees outstanding. Leases Unitil’s subsidiaries and also 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 March 31, 2019 and 2018 amounted to $0.4 million and $0.5 million, respectively. The balance sheet classification of the Company’s lease obligations was as follows: March 31, December 31, Lease Obligations ($ millions) 2019 2018 2018 Operating Lease Obligations: Other Current Liabilities (current portion) $ 1.1 $ — $ — Other Noncurrent Liabilities (long-term portion) 2.8 — — Total Operating Lease Obligations $ 3.9 $ — $ — Capital Lease Obligations: Other Current Liabilities (current portion) $ 3.0 $ 3.1 $ 3.1 Other Noncurrent Liabilities (long-term portion) 1.9 4.9 2.7 Total Capital Lease Obligations $ 4.9 $ 8.0 $ 5.8 Total Lease Obligations $ 8.8 $ 8.0 $ 5.8 Cash paid for amounts included in the measurement of operating lease obligations for the three months ended March 31, 2019 was $0.4 million and was included in Cash Provided by Operating Activities on the Consolidated Statements of Cash Flows. Assets under capital leases amounted to approximately $14.9 million, $15.0 million and $15.0 million as of March 31, 2019, March 31, 2018 and December 31, 2018, respectively, less accumulated amortization of $1.8 million, $1.1 million and $1.7 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 March 31, 2019. The payments for capital leases consist of $3.0 million of current capital lease obligations, which are included in Other Current Liabilities and $1.9 million of noncurrent capital lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of March 31, 2019. $2.8 million of the current capital lease obligations and $1.6 million of the noncurrent capital lease obligations reflect amounts under a financing arrangement entered into in April 2014 for various information systems and technology equipment. The financing arrangement is structured as a capital lease obligation. The payments for operating leases consist of $1.1 million of current operating lease obligations, which are included in Other Current Liabilities and $2.8 million of noncurrent operating lease obligations, which are included in Other Noncurrent Liabilities, on the Company’s Consolidated Balance Sheets as of March 31, 2019. Lease Payments ($000’s) Operating Capital Year Ending December 31, Leases Leases Rest of 2019 $ 967 $ 2,369 2020 1,141 2,576 2021 972 96 2022 691 33 2023 391 15 2024-2028 119 — Total Payments 4,281 5,089 Less: Interest 426 122 Amount of Lease Obligations Recorded on Consolidated Balance Sheets $ 3,855 $ 4,967 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 March 31, 2019, 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 5.3%. Disclosures Related to Periods Prior to the Adoption of ASU NO. 2016-02 The payment amounts in the following table, which are as of December 31, 2018, would not differ substantially from the payment amounts as of March 31, 2018. Lease Payments ($000’s) Operating Capital Year Ending December 31, Leases Leases 2019 $ 1,372 $ 3,069 2020 1,138 2,535 2021 969 93 2022 689 32 2023 390 14 2024-2028 120 — Total Payments $ 4,678 $ 5,743 |