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 (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. 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: May 20, 1996 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) Management and Administrative Services. Unitil Resources provided transition-related management and administrative services to GBP during the first quarter of 1996, in a variety of functional areas including accounting, finance, and general management. These services relate to the conclusion on December 31, 1995 of the Management and Administrative Services Agreement between GBP and Unitil Corporation, dated November 23, 1994, and the transfer to GBP of activities which were being handled by Unitil Resources under the concluded contract. Charges to GBP totalled $15,785 in the first quarter of 1996. B. 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 first quarter of 1996 included regulatory, finance, accounting, and administrative services and ranged in number from sixteen to forty 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 first quarter of 1996: January 0.40% February 0.20% March 0.10% 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 March 31, 1996 1995 Revenues $15,785 $212,136 Operating Expenses: Administrative and General 13,282 127,350 Total Operating Expenses 13,282 127,350 Operating Income 2,503 84,786 Nonoperating Income 5,200 0 Earning Before Income Taxes 7,703 84,786 Income Taxes: Current Federal 2,436 26,809 Current State 539 5,935 Total Income Taxes 2,975 32,744 Net Income $4,728 $52,042 Exhibit E Page 2 of 4 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEETS (UNAUDITED) March 31 December 31 ASSETS: 1996 1995 1995 Current Assets: Cash $369,987 $226,407 $411,781 Accounts Receivable -- 11,160 258 Unbilled and Accrued Revenue 358 2,751 4,181 Total Current Assets 370,345 240,318 416,220 Deferred Debits -- 78 -- Total Assets $370,345 $240,396 $416,220 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $757 $32,902 $50,862 Taxes Accrued & Other 21,164 15,189 21,663 Total Current Liabilities 21,921 48,091 72,525 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 338,424 182,305 333,695 Total Stockholder's Equity 348,424 192,305 343,695 Total Liabilities and Equity $370,345 $240,396 $416,220 Exhibit E Page 3 of 4 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 1996 1995 Net Cash Flow from Operating Activities: Net Income $4,728 $52,042 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 258 54,405 Unbilled and Accrued Revenue 3,823 6,197 Deferred Debits 0 1,405 Increase (Decrease) in: Accounts Payable (50,105) (19,101) Taxes Accrued & Other (498) 32,744 Net Cash Provided by Operating Activities (41,794) 127,692 Net Increase in Cash (41,794) 127,692 Cash at beginning of year 411,781 98,715 Cash at December 31, $369,987 $226,407 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 March 31, 1996 1995 Retained Earnings, Beginning of Period $333,696 $130,263 Net Income 4,728 52,042 Retained Earnings, End of Period $338,424 $182,305