UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________ Application of UNITIL Corporation ) ) CERTIFICATE PURSUANT TO and its Subsidiaries on Form U-1 ) RULE 24 UNDER THE PUBLIC ) UTILITY HOLDING COMPANY ACT (File No. 70-8074) ) OF 1935 ______________________________________________________________ Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, UNITIL Corporation, on behalf of itself and its subsidiary, UNITIL Resources, Inc. hereby files the attached quarterly report as required by the Securities and Exchange Commission's order approving the formation of a subsidiary company to provide consulting services to non affiliates (HCAR. No. 25816; File No. 70-8074; May 24, 1993). Exhibit Exhibit A - Description of the various consulting and other activities undertaken by UNITIL Resources, Inc. Exhibit B - Statement of the amount of funds invested by UNITIL in UNITIL Resources, Inc. Exhibit C - Description of staffing. Exhibit D - Description of the intellectual property. Exhibit E - Financial Statements. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. UNITIL Resources, Inc. by: /s/ GAil A. Siart Gail A. Siart Treasurer Dated: August 31, 1995 EXHIBIT A Description of Various Consulting and Other Activities Undertaken by UNITIL Resources Inc: Staff providing services under the assignments listed below (unless otherwise indicated) are located at UNITIL Service Corp. (UNITIL Service), 216 Epping Road, Exeter, NH 03833, where most client work is performed. From time to time staff visit other locations, predominately in New England, representing client interests. A. Great Bay Power Corporation (GBP) Marketing Agent. UNITIL Resources provides marketing services for power sales from GBP's 12.1324% ownership interest in the Seabrook nuclear power station, pursuant to a Marketing Agent Agreement between GBP and UNITIL Corporation dated April 1, 1993. Services provided by UNITIL Resources in the second quarter of 1995 involved the marketing of power in the wholesale market. Charges to GBP under this contract totalled $56,616 in the second quarter of 1995. B. Great Bay Power Corporation (GBP) Management and Administrative Services. UNITIL Resources provides comprehensive management and administrative services to GBP, in a variety of functional areas including accounting, budgeting, finance, risk management (insurance), overview of plant operations, and general management. These services are currently provided pursuant to a Management and Administrative Services Agreement between GBP and UNITIL Corporation dated November 23, 1994. Charges to GBP under this contract totalled $142,912 in the second quarter of 1995. C. Milford, L.P. Consultancy. Milford L.P. is a PURPA QF facility located in Milford MA which had, pursuant to an agreement dated February 8, 1994, engaged UNITIL Resources for advice, consultation and support on matters involving the New England Power Pool, marketing and power contracting. There were no charges to Milford L.P. in the second quarter of 1995, and the agreement with Milford expired as of April 30, 1995. D. Kingston-Warren Corporation Consultancy. An agreement was signed as of December 30, 1994 between UNITIL Resources and Kingston-Warren Corporation (K-W) under which UNITIL Resources will assist K-W in the conduct of studies relating to alternatives to K-W's current retail power supply arrangements. No charges have been assessed to date on this contract. EXHIBIT B Statement of the Amount of Funds Invested by UNITIL Corporation in UNITIL Resources, Inc.: The initial investment in UNITIL Resources, Inc. was $10,000. There has been no further investment. EXHIBIT C Description of Staffing: Staff involved in providing service to UNITIL Resources, Inc. (UNITIL Resources) are located at UNITIL Service Corp. (UNITIL Service). Service is provided to UNITIL Resources pursuant to a service agreement between UNITIL Service and UNITIL Resources dated July 1, 1993. Services provided by UNITIL Service during the second quarter of 1995 included power brokering, regulatory, finance, accounting, and administrative services and ranged in number from twenty-eight to thirty employees on a part-time basis each month. The following are the percentages of UNITIL Service time each month that were expended on UNITIL Resources activities in the second quarter of 1995: April 3.79% May 2.96% June 3.27% EXHIBIT D Description of the Intellectual Property: No intellectual property was purchased or received during the quarter. EXHIBIT E Page 1 of 4 UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Revenues 199,534 70,641 411,670 176,439 Operating Expenses: Administrative and General 122,448 61,767 249,798 141,467 Total Operating Expenses 122,448 61,767 249,798 141,467 Operating Income 77,086 8,874 161,872 34,972 Nonoperating Income 105 473 105 473 Earning Before Income Taxes 77,191 9,347 161,977 35,445 Income Taxes: Current Federal 24,408 2,956 51,217 11,208 Current State 5,403 654 11,339 2,481 Total Income Taxes 29,811 3,610 62,556 13,689 Net Income 47,380 5,737 99,421 21,756 Exhibit E Page 2 of 4 UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) BALANCE SHEETS (UNAUDITED) June 30, December 31, ASSETS: 1995 1994 1994 Current Assets: Cash 257,273 20,522 98,715 Accounts Receivable 4,996 25,990 65,565 Unbilled and Accrued Revenue 21,781 49,581 8,948 Total Current Assets 284,050 96,093 173,228 Deferred Debits -- 145,248 1,483 Total Assets 284,050 241,341 174,711 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable 44,888 158,714 52,003 Taxes Accrued & Other (5,233) (4,529) (17,556) Total Current Liabilities 39,655 154,185 34,447 Stockholder's Equity: Common Stock, $1.00 par value Authorized - 10,000 shares Outstanding - 10,000 shares 100 100 100 Premium on Common Stock 9,900 9,900 9,900 Retained Earnings 229,685 77,156 130,264 Total Stockholder's Equity 239,685 87,156 140,264 Total Liabilities and Equity 279,340 241,341 174,711 Exhibit E Page 3 of 4 UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 1995 1994 Net Cash Flow from Operating Activities: Net Income 99,421 21,756 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 60,569 103,085 Unbilled and Accrued Revenue (12,833) (26,396) Deferred Debits 1,484 (82,885) Increase (Decrease) in: Accounts Payable (7,116) 30,021 Taxes Accrued & Other 17,033 (29,435) Net Cash Provided by Operating Activities 158,558 16,146 Net Increase in Cash 158,558 16,146 Cash at beginning of year 98,715 4,376 Cash at June 30, 257,273 20,522 Exhibit E Page 4 of 4 UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) STATEMENTS OF RETAINED EARNINGS (UNAUDITED) For the Three Months Ended June 30, 1995 1994 Retained Earnings, Beginning of Period 182,305 71,419 Net Income 47,380 5,737 Retained Earnings, End of Period 229,685 77,156 For the Six Months Ended June 30, 1995 1994 Retained Earnings, Beginning of Period 130,264 55,400 Net Income 99,421 21,756 Retained Earnings, End of Period 229,685 77,156