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 13, 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. 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. Revenues generated from this activity during the third quarter of 1996, and for the year-to-date, were both $64,364. 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 third quarter of 1996, and cumulatively to date, included regulatory, finance, accounting, marketing, energy management and administrative services and ranged in number from fifty to seventy-four employees on a part-time basis each month. The following are the percentages of time that were expended on Unitil Resources activities in the third 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 0.00% 2.13% 0.00% 2.13% Fourth Quarter Year To Date 0.07% 1.84% 0.00% 1.91% 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 September 30, 1996 Period Retail Energy Marketing Expenses $39,477 $457,775 Wholesale Energy Marketing Expenses -- -- Total Energy Marketing Expenses $39,477 $457,775 EXHIBIT F Statement of Energy Sales: Kilowatt Hour Sales for Quarter Ended Year to Date September 30, 1996 Kilowatt Hour Sales Retail Energy Marketing Residential 1,534,240 1,534,240 Commercial 92,088 92,088 Industrial 58,049 58,049 Total Retail Energy Marketing 1,684,377 1,684,377 Wholesale Energy Marketing -- -- Total Energy Marketing 1,684,377 1,684,377 EXHIBIT G Page 1 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Service Revenues $ -- $239,590 $15,427 $651,260 Electric Revenues 64,364 -- 64,364 -- ------- -------- ------- -------- Total Revenues 64,364 239,590 79,791 651,260 Operating Expenses: Purchased Power 78,524 -- 78,524 -- Administrative and General 32,678 167,516 467,138 417,314 ------ ------- ------- ------- Total Operating Expenses 111,202 167,516 545,662 417,314 ------- ------- ------- ------- Operating Income (46,838) 72,074 (465,871) 233,946 Nonoperating Income 3,492 105 13,633 210 ------- ------ -------- ------- Earning Before Income Taxes (43,346) 72,179 (452,238) 234,156 Income Taxes: Current Federal (13,820) 22,933 (142,998) 74,150 Current State (3,058) 5,052 (31,656) 16,391 ------- ------ -------- ------- Total Income Taxes (16,878) 27,985 (174,654) 90,541 ------- ------ -------- ------- Net Income ($26,468) $44,194 ($277,584) $143,615 Exhibit G Page 2 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEETS (UNAUDITED) September 30, December 31 1996 1995 1995 ASSETS: Current Assets: Cash $98,549 $305,802 $411,781 Accounts Receivable 61,385 -- 258 Unbilled and Accrued Revenue 25,081 25,824 4,181 ------- ------- ------- Total Current Assets 185,015 331,626 416,220 Deferred Debits 22,915 -- -- -------- -------- -------- Total Assets $207,930 $331,626 $416,220 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $132,652 $48,799 $50,862 Taxes Accrued & Other 9,166 (1,052) 21,663 -------- ------- ------- Total Current Liabilities 141,818 47,747 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 56,112 273,879 333,695 ------ ------- ------- Total Stockholder's Equity 66,112 283,879 343,695 -------- -------- -------- Total Liabilities and Equity $207,930 $331,626 $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 Nine Months Ended September 30, 1996 1995 Net Cash Flow from Operating Activities: Net Income ($277,584) $143,615 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable (61,127) 65,564 Unbilled and Accrued Revenue (20,900) (16,876) Deferred Debits (22,915) 1,484 Increase (Decrease) in: Accounts Payable 81,790 (3,204) Taxes Accrued & Other (12,496) 16,504 --------- ------- Net Cash Provided by Operating Activities (313,232) 207,087 Net Increase in Cash (313,232) 207,087 Cash at beginning of year 411,781 98,715 --------- ------- Cash at September 30, $98,549 $305,802 Exhibit G Page 4 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 1996 Other Electric Energy Energy Consulting Power Commodity Mgmt. & Other Marketing Sales Services Total Net Cash Flow from Operating Activities: Net Income $7,958 $(285,542) -- -- $(277,584) Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 258 (61,385) -- -- (61,127) Unbilled and Accrued Revenue 3,824 (24,724) -- -- (20,900) Deferred Debits -- (22,915) -- -- (22,915) Increase (Decrease) in: Accounts Payable (20,450) 102,240 -- -- 81,790 Taxes Accrued & Other (4,115) (8,381) -- -- (12,496) -------- -------- ------ ------ -------- Net Cash Provided by Operating Activities (16,349) (300,707) -- -- (313,232) Net Increase in Cash (313,232) Cash at beginning of year 411,781 --------- Cash at September 30, $98,549 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 September 30, 1996 1995 Retained Earnings, Beginning of Period $82,580 $182,305 Net Income (26,468) 47,380 -------- -------- Retained Earnings, End of Period $56,112 $229,685 For the Nine Months Ended September 30, 1996 1995 Retained Earnings, Beginning of Period $333,696 $130,264 Net Income (277,584) 99,421 -------- -------- Retained Earnings, End of Period $56,112 $229,685