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 14, 1996 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) and its order approving the provision by that subsidiary of additional services including energy marketing and energy management services (HCAR. No. 26487; File No. 70-8773; May 31, 1996). Exhibits Exhibit A - Description of the various consulting, energy marketing, energy management 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 - Statement of energy marketing expenses incurred by Unitil Resources, Inc. Exhibit F - Statement of energy sales. Exhibit G - Financial Statements. EXHIBIT A Page 1 of 1 Description of Various Consulting, Energy Marketing, Energy Management and Other Activities Undertaken by Unitil Resources Inc: Staff providing services under the activities listed below (unless otherwise indicated) are located at Unitil Service Corp. (Unitil Service), 6 Liberty Lane West, Hampton, NH 03842-1720, where most client work is performed. From time to time staff visit other locations, predominately in New England, representing client interests. Consulting Services 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 ($358) in the second quarter of 1996 and $15,427 for the year-to-date. 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. Energy Marketing Activities A. New Hampshire Pilot Program. As of July 1, 1996, Unitil Resources became eligible to begin marketing electricity at retail to statewide participants in the New Hampshire Pilot Program. This 24-month program allows 3% of all electric customers in the State of New Hampshire to purchase unbundled electricity from the supplier of their choice. Due to the starting date of this program no revenues were generated from this activity during the second quarter of 1996, or for the year-to-date. Energy Management Services No contracts/activities to date. 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 1996, and cumulatively to date, included regulatory, finance, accounting, marketing, energy management and administrative services and ranged in number from nineteen to sixty-two employees on a part-time basis each month. The following are the percentages of Unitil Service time that were expended on Unitil Resources activities in the second quarter of 1996 and cumulatively to date: Consulting Energy Energy & Other Marketing Mgmt. Total First Quarter 0.20% 0.00% 0.00% 0.20% Second Quarter 0.00% 3.40% 0.00% 3.40% Third Quarter Fourth Quarter Year To Date 0.10% 1.70% 0.00% 1.80% EXHIBIT D Description of the Intellectual Property: No intellectual property was purchased or received during the quarter. EXHIBIT E Statement of Energy Marketing Expenses: Quarter Ended Year-To-Date June 30, 1996 Period Retail Energy Marketing Expenses 418,298 418,298 Wholesale Energy Marketing Expenses -- -- Total Energy Marketing Expenses 418,298 418,298 EXHIBIT F Statement of Energy Sales: There have been no retail or wholesale energy sales in 1996. EXHIBIT G Page 1 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 1996 1995 1996 1995 Revenues $(358) $199,534 $15,427 $411,670 Operating Expenses: Administrative and General 421,178 122,448 434,460 249,798 Total Operating Expenses 421,178 122,448 434,460 249,798 Operating Income (421,536) 77,086 (419,033) 161,872 Nonoperating Income 4,941 105 10,141 105 Earning Before Income Taxes (416,595) 77,191 (408,892) 161,977 Income Taxes: Current Federal (131,614) 24,408 (129,178) 51,217 Current State (29,137) 5,404 (28,598) 11,339 Total Income Taxes (160,751) 29,812 (157,776) 62,556 Net Income $(255,844) $47,379 $(251,116) $99,421 Exhibit G Page 2 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEETS (UNAUDITED) June 30 December 31 ASSETS: 1996 1995 1995 Current Assets: Cash $307,714 $257,273 $411,781 Accounts Receivable 5,000 4,996 258 Unbilled and Accrued Revenue -- 21,781 4,181 Total Current Assets 312,714 284,050 416,220 Deferred Debits -- -- -- Total Assets $312,714 $284,050 $416,220 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $30,412 $44,888 $50,862 Taxes Accrued & Other 189,722 (523) 21,663 Total Current Liabilities 220,134 44,365 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 82,580 229,685 333,695 Total Stockholder's Equity 92,580 239,685 343,695 Total Liabilities and Equity $312,714 $284,050 $416,220 Exhibit G Page 3 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 1996 1995 Net Cash Flow from Operating Activities: Net Income $(251,116) $99,421 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable (4,742) 60,569 Unbilled and Accrued Revenue 4,182 (12,833) Deferred Debits -- 1,484 Increase (Decrease) in: Accounts Payable (20,450) (7,116) Taxes Accrued & Other 168,059 17,033 Net Cash Provided by Operating Activities (104,067) 158,558 Net Increase in Cash (104,067) 158,558 Cash at beginning of year 411,781 98,715 Cash at June 30, $307,714 $257,273 Exhibit G Page 4 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 1996 Energy Consulting Energy Mgmt. & & Other Power Commodity Marketing Services Marketing Sales Services Total Net Cash Flow from Operating Activities: Net Income $3,646 $(254,762) -- -- $(251,116) Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 258 (5,000) -- -- (4,742) Unbilled and Accrued Revenue 4,182 -- -- -- 4,182 Deferred Debits -- -- -- -- -- Increase (Decrease) in: Accounts Payable (20,450) -- -- -- (20,450) Taxes Accrued & Other (954) 169,013 -- -- 168,059 Net Cash Provided by Operating Activities (17,500) (90,749) -- -- (104,067) Net Increase in Cash (104,067) Cash at beginning of year 411,781 Cash at June 30, $307,714 Exhibit G Page 5 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF RETAINED EARNINGS (UNAUDITED) For the Three Months Ended June 30, 1996 1995 Retained Earnings, Beginning of Period $338,424 $182,305 Net Income (255,844) 47,380 Retained Earnings, End of Period $82,580 $229,685 For the Six Months Ended June 30, 1996 1995 Retained Earnings, Beginning of Period $333,696 $130,264 Net Income (251,116) 99,421 Retained Earnings, End of Period $82,580 $229,685