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), 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), and its supplemental order authorizing expansion of retail energy marketing activities by that subsidiary (HCAR No. 26650; File No. 70-8773; January 21, 1997). 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 Consulting. 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. B. Bangor Hydro Electric Consulting. During March 1997, Unitil Resources performed consulting work for Bangor Hydro Electric Company, which included furnishing a complete set of electronic Construction Standards in portable document format, suitable for electronic distribution and publishing over the Internet. Charges of $6,200 were assessed on this contract. C. Sale of Survey Information. During the first quarter of 1997, Unitil Resources, in partnership with The Delahaye Group (a New Hampshire-based market research firm), began to market and sell a report analyzing the New Hampshire Pilot Program, and which provided the results of a survey completed in late 1996 of Pilot Program participants. The two entities are equally dividing the revenues from the sale of these reports, which are priced at $5,000. To date, Unitil Resources has received $5,000 in revenues from the sale of two reports. 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 electricity from the supplier of their choice. Revenues generated from this activity during the first quarter of 1997 and for the year-to-date were $123,267. 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 first quarter of 1997 included regulatory, finance, accounting, marketing, energy management and administrative services and ranged in number from thirteen to seventeen employees on a part-time basis each month. Services provided by Unitil Service cumulatively to date included the same categories and ranged in number from thirteen to seventy- four 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 first quarter of 1997 and cumulatively to date: Consulting Energy Energy & Other Marketing Mgmt. Total First Quarter 0.04% 0.83% 0.00% 0.87% Second Quarter 0.00% 0.00% 0.00% 0.00% Third Quarter 0.00% 0.00% 0.00% 0.00% Fourth Quarter 0.00% 0.00% 0.00% 0.00% Year To Date 0.04% 0.83% 0.00% 0.87% 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 March 31, 1997 Period Retail Energy Marketing Expenses ($1,884) ($1,884) Wholesale Energy Marketing Expenses -- -- Total Energy Marketing Expenses ($1,884) ($1,884) EXHIBIT F Statement of Energy Sales: Kilowatt Hour Sales Year to Date for Quarter Ended Kilowatt Hour Sales March 31, 1997 Retail Energy Marketing Residential 3,327,060 3,327,060 Commercial 205,000 205,000 Industrial 392,650 392,650 Total Retail Energy Marketing 3,924,710 3,924,710 Wholesale Energy Marketing -- -- Total Energy Marketing 3,924,710 3,924,710 EXHIBIT G Page 1 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended March 31, 1997 1996 Revenues: Service Revenues $5,000 $15,785 Electric Revenues 123,267 -- Total Revenues 128,267 15,785 Operating Expenses: Purchased Power 117,464 -- Administrative and General 28,874 13,282 Total Operating Expenses 146,338 13,282 Operating Income (18,071) 2,503 Nonoperating Income (153) 5,200 Earning Before Income Taxes (18,224) 7,703 Income Taxes: Federal (5,762) 2,436 State (1,276) 539 Total Income Taxes (7,038) 2,975 Net Income ($11,186) $4,728 Exhibit G Page 2 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEETS (UNAUDITED) March 31, December 31 ASSETS: 1997 1996 1996 Current Assets: Cash $29,487 $369,987 $ 2,491 Accounts Receivable 78,125 0 71,604 Unbilled and Accrued Revenue 60,766 358 39,623 Total Current Assets 168,378 370,345 113,718 Deferred Debits -- -- -- Total Assets $168,378 $370,345 $113,718 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $102,861 $757 $102,806 Notes Payable 103,045 0 0 Taxes Accrued & Other (81,461) 21,164 (44,206) Total Current Liabilities 124,445 21,921 58,600 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 33,933 338,424 45,118 Total Stockholder's Equity 43,933 348,424 55,118 Total Liabilities and Equity $168,378 $370,345 $113,718 Exhibit G Page 3 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 1997 1996 Net Cash Flow from Operating Activities: Net Income $(11,186) $4,728 Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable (6,521) 258 Unbilled and Accrued Revenue (21,143) 3,823 Deferred Debits 0 0 Increase (Decrease) in: Accounts Payable 55 (50,105) Notes Payable 103,045 0 Taxes Accrued & Other (37,254) (498) Net Cash Provided by Operating Activities 26,996 (41,794) Net Increase in Cash 26,996 (41,794) Cash at beginning of year 2,491 411,781 Cash at March 31, $29,487 $369,987 Exhibit G Page 4 of 5 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 1997 Other Electric Energy Energy Consulting Power Commodity Mgmt. & Other Marketing Sales Services Total Net Cash Flow from Operating Activities: Net Income $(11,186) $(11,186) Change in Assets and Liabilities (Increase) Decrease in: Accounts Receivable (6,521) (6,521) Unbilled and Accrued Revenue (21,143) (21,143) Increase (Decrease) in: Accounts Payable 55 55 Notes Payable 103,045 103,045 Taxes Accrued & Other (37,254) (37,254) Net Cash Provided by Operating Activities 26,996 26,996 Net Increase in Cash 26,996 Cash at beginning of year 2,491 Cash at March 31, $29,487 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 March 31, 1997 1996 Retained Earnings, Beginning of Period $45,119 $333,696 Net Income (11,186) 4,728 Retained Earnings, End of Period $33,933 $338,424 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 29, 1997