November 30, 1995 OFICS Filer Support SEC Operations Center 6432 General Green Way Alexandria, VA 22312-2413 Gentlemen: Enclosed is one (1) conforming paper copy of our Certificate Pursuant to Rule 24 Under the Public Utility Holding Company Act of 1935, for the third quarter of 1995, which is being submitted pursuant to Rule 901(d) of Regulation S-T. Please acknowledge your receipt of this letter and its enclosures by stamping the enclosed copy of this letter and returning it in the enclosed stamped self-addressed envelope. Sincerely, Scott R. Frock Manager of Finance Enclosure cc: Mr. Robert P. Wason 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: November 30, 1995UNITED 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 (File No. 70-8074) ) ACT 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. EXHIBIT A Page 1 of 1 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 third quarter of 1995 involved the marketing of power in the wholesale market. Charges to GBP under this contract totalled $104,623 in the third 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 $134,966 in the third quarter of 1995. C. 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 esources, 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 third quarter of 1995 included power brokering, regulatory, finance, accounting, and administrative services and ranged in number from twenty-eight to twenty-nine 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 third quarter of 1995: July 5.15% August 4.60% September 4.30% EXHIBIT D Description of the Intellectual Property: No intellectual property was purchased or received during the quarter. EXHIBIT E UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Revenues $239,590 $89,161 $651,260 $265,600 Operating Expenses: Administrative and General 167,516 83,269 417,314 224,736 Total Operating Expenses 167,516 83,269 417,314 224,736 Operating Income 72,074 5,892 233,946 40,864 Nonoperating Income 105 1,170 210 1,643 Earning Before Income Taxes 72,179 7,062 234,156 42,507 Income Taxes: Current Federal 22,933 2,451 74,150 13,659 Current State 5,052 501 16,391 2,982 Total Income Taxes 27,985 2,952 90,541 16,641 Net Income $44,194 $4,110 $143,615 $25,866 Exhibit E Page 2 of 4 UNITIL Resources, Inc. (A Wholly-owned Subsidiary of UNITIL Corporation) BALANCE SHEETS (UNAUDITED) September 30, December 31, ASSETS: 1995 1994 1994 Current Assets: Cash $305,802 $26,855 $98,715 Accounts Receivable -- 43,807 65,565 Unbilled and Accrued Revenue 25,824 54,779 8,948 Total Current Assets 331,626 125,441 173,228 Deferred Debits -- 136,874 1,483 Total Assets $331,626 $262,315 $174,711 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $48,799 $201,247 $52,003 Taxes Accrued & Other (1,052) (30,197) (17,556) Total Current Liabilities 47,747 171,050 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 273,879 81,265 130,264 Total Stockholder's Equity 283,879 91,265 140,264 Total Liabilities and Equity $331,626 $262,315 $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 Nine Months Ended September 30, 1995 1994 Net Cash Flow from Operating Activities: Net Income $143,615 $25,866 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 65,564 85,268 Unbilled and Accrued Revenue (16,876) (31,594) Deferred Debits 1,484 (74,512) Increase (Decrease) in: Accounts Payable (3,204) 72,554 Taxes Accrued & Other 16,504 (55,103) Net Cash Provided by Operating Activities 207,087 22,479 Net Increase in Cash 207,087 22,479 Cash at beginning of year 98,715 4,376 Cash at September 30, $305,802 $26,855 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 September 30, 1995 1994 Retained Earnings, Beginning of Period $229,685 $77,155 Net Income 44,194 4,110 Retained Earnings, End of Period $273,879 $81,265 For the Nine Months Ended September 30, 1995 1994 Retained Earnings, Beginning of Period $130,264 $55,399 Net Income 143,615 25,866 Retained Earnings, End of Period $273,879 $81,265