___________________________
 
 UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D. C. 20549
 
 ___________________________
 
 FORM
10-Q
 
 x QUARTERLY REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
 
 SECURITIES
EXCHANGE ACT OF 1934
 
 FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2008
 
 - OR
-
 
  ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
 
 SECURITIES
EXCHANGE ACT OF 1934
 
 ___________________________
 
 Commission
File No.  333-103749
 
 MAINE
& MARITIMES CORPORATION
 
 A Maine
Corporation
 
 I.R.S.
Employer Identification No. 30-0155348
 
 209 STATE
STREET, PRESQUE ISLE, MAINE 04769
 
 (207)
760-2499
 
 ___________________________
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x.    No  ̈.
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
 Large
      accelerated filer  ̈.
              
              Accelerated
      filer  ̈.Non-accelerated
      filer  ̈
              
              Smaller
      reporting company x.(Do
      not check if a smaller reporting
company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  ̈.    No x.
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of August 8, 2008.
 
 Common
Stock, $7.00 par value – 1,678,249 shares
  
 
  
 Glossary of TermsAMEX
              
              American
      Stock ExchangeCES
              
              Competitive
      Energy SupplierCMP
              
              Central
      Maine Power CompanyCPCN
              
              Certificate
      of Public Convenience and NecessityEA
              
              Energy
      Atlantic, LLCFAME
              
              Finance
      Authority of MaineFASB
              
              Financial
      Accounting Standards BoardFERC
              
              Federal
      Energy Regulatory CommissionFIN
              
              FASB
      Interpretation NumberISO-NE
              
              ISO
      New EnglandMAM
              
              Maine
      & Maritimes CorporationMAM
      USG
              
              MAM
      Utility Services GroupMe&NB
              
              Maine &
      New Brunswick Electrical Power Company, LtdMecel
              
              Mecel
      Properties LtdMEPCO
              
              Maine
      Electric Power Company, Inc.MOU
              
              Memorandum
      of UnderstandingMPC
              
              Maine
      Power ConnectionMPS
              
              Maine
      Public Service CompanyMPUC
              
              Maine Public
      Utilities CommissionMTI
              
              Maricor
      Technologies, Inc.MW
              
              MegawattMWH
              
              Megawatt
      HourOATT
              
              Open
      Access Transmission TariffOCI
              
              Other
      Comprehensive IncomePCB
              
              Poly
      Chlorinated Bi-phenolSFAS
              
              Statement
      of Financial Accounting StandardsSOS
              
              Standard
      Offer ServiceTMG
              
              The
      Maricor GroupTMGC
              
              The
      Maricor Group, Canada LtdTMGNE
              
              The
      Maricor Group New England
  2
  PART 1. FINANCIAL INFORMATION
 Item 1. Financial Statements
 
 See the
following exhibits: Maine & Maritimes Corporation ("MAM" or the "Company")
and subsidiaries Consolidated Financial Statements, including (1) an unaudited
statement of consolidated operations for the quarter and six months ended June
30, 2008, and for the corresponding periods of the preceding year; (2) an
unaudited statement of consolidated cash flows for the period January 1
(beginning of the fiscal year) through June 30, 2008, and for the corresponding
period of the preceding year; (3) an unaudited consolidated balance sheet as of
June 30, 2008; (4) an audited consolidated balance sheet as of December 31,
2007, the end of MAM's preceding fiscal year; and (5) an unaudited statement of
consolidated common shareholders’ equity for the period January 1 (beginning of
the fiscal year) through June 30, 2008.
 
 In the
opinion of Management, the accompanying unaudited consolidated financial
statements present fairly the financial position of the Company and its
Subsidiaries at June 30, 2008; the results of their operations for the three and
six months ended June 30, 2008 and 2007; and their cash flows for the six months
ended June 30, 2008, and 2007.
 
 MAM
is the parent holding company for the following wholly-owned
subsidiaries:
 
 1.
              Maine
      Public Service Company (“MPS”) and its wholly-owned inactive Canadian
      subsidiary Maine & New Brunswick Electrical Power Company, Ltd
      (“Me&NB”);
 2.
              MAM
      Utility Services Group (“MAM USG”), a wholly-owned United States
      subsidiary;
 3.
              The
      Maricor Group (“TMG”) and its wholly-owned United States subsidiary The
      Maricor Group New England (“TMGNE”) and TMG’s wholly-owned Canadian
      subsidiary The Maricor Group, Canada Ltd (“TMGC”) and TMGC’s wholly-owned
      Canadian subsidiary, Mecel Properties Ltd (“Mecel”), all of which are
      classified as discontinued operations;
and
 4.
              Energy
      Atlantic, LLC (“EA”), an inactive
subsidiary.
 
 
 Maine
& Maritimes Corporation and Subsidiaries
 
 
 (1)  Indicates
      inactive companies
 (2)  Companies
      classified as Discontinued Operations in these financial
      statements.
 
 General
Descriptions of the Parent Company and its Subsidiaries:
  Continuing
Operations:
 
 •
              Maine
      & Maritimes Corporation is a holding company incorporated in the State
      of Maine, and is the ultimate parent company for all business
      segments.  MAM maintains investments in a regulated electric
      transmission and distribution utility and an unregulated utility services
      company, both operating within the State of Maine and classified for
      financial reporting purposes as continuing operations.  MAM is
      headquartered in Presque Isle, Maine.
 
 •
              Maine
      Public Service Company is a regulated electric transmission and
      distribution utility serving all of Aroostook County and a portion of
      Penobscot County in northern Maine.  Since March 1, 2000, the
      date retail electric competition in Maine commenced, customers in MPS’s
      service territory have been purchasing energy from suppliers other than
      MPS.  This energy comes from Competitive Electricity Suppliers
      (“CES”) or, if customers are unable or do not wish to choose a competitive
      supplier, the Standard Offer Service (“SOS”) provider.  SOS
      providers are determined through a bid process conducted by the Maine
      Public Utilities Commission (“MPUC”).  MPS provides the
      transportation through its transmission and distribution wires
      infrastructure.  Its service area covers approximately 3,600
      square miles, with a population of 73,000.  The utility is
      regulated by the Federal Energy Regulatory Commission (“FERC”) and the
      MPUC.  MPS is headquartered in Presque Isle,
    Maine.
  3
  Electric
sales in the Company’s territory are seasonal, and the Company’s results of
operations reflect this seasonal nature.  The highest usage occurs
during the five heating season months, from November through March, due to
heating-related requirements and shorter daylight hours.  The rate
year is divided into two periods, with higher rates in place in the winter
months to encourage conservation.  Also, due to the climate in the
northern Maine area, the majority of MPS’s construction program is completed
during the spring, summer and fall months.
  •
              Maine
      & New Brunswick Electrical Power Company, Ltd. is an inactive Canadian
      subsidiary of MPS, which, prior to deregulation and generation
      divestiture, owned MPS’s Canadian electric generation
    assets.
 
 •
              MAM
      Utility Services Group is a wholly-owned subsidiary of MAM, incorporated
      in the State of Maine on September 27, 2007.  MAM USG provides
      utility-related services to clients on projects that MPS could not or
      would not be required to provide under State and Federal
      regulations.  These services include transmission line and
      substation design and build services for generator projects outside the
      MPS service territory and contract work within MPS’s
      territory.  MAM USG is focused on areas such as transmission
      infrastructure to support renewable generation, utility asset maintenance
      contracts and other utility-related
services.
 
 Discontinued
Operations
 
 •
              The
      Maricor Group was a facilities engineering and solutions company providing
      mechanical, electrical and plumbing/fire protection engineering consulting
      design services, energy efficiency solutions, facilities condition
      assessments, lifecycle asset management solutions, and emissions reduction
      services.  TMG operated primarily within the New England region
      of the United States and the eastern Canadian provinces, particularly
      Atlantic Canada, through its subsidiaries TMGNE and TMGC.  The
      legal entities of TMG, TMGNE and TMGC are expected to be dissolved during
      2008.
 
 •
              TMGC
      is also the parent company of Mecel Properties Ltd.  Mecel was
      formerly a Canadian subsidiary of Maricor Properties Ltd and owns the
      office building that housed the Halifax, Nova Scotia, operating division
      of The Maricor Group, Canada Ltd.  The Mecel building was sold
      May 30, 2008.
      The legal entity of Mecel Properties Ltd. is expected to be dissolved
      during 2008.
 
 •
              Energy
      Atlantic, LLC is a licensed, but currently inactive, CES of retail
      electricity.
  4
  MAINE
& MARITIMES CORPORATION AND SUBSIDIARIES
 Statements of Consolidated Operations(Unaudited)
 
 (In
      thousands of dollars except shares and per share amounts)
              
              Three
      Months Ended
                June
      30,
              
              
              Six
      Months Ended
                June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Operating
      RevenuesRegulated
      Revenues
              
              $
              7,789
              
              
              $
              7,951
              
              
              $
              18,680
              
              
              $
              18,866Unregulated
      Utility Services Revenues
              
              
              2,078
              
              
              
              -
              
              
              
              3,374
              
              
              
              -Total
      Operating Revenues
              
              
              9,867
              
              
              
              7,951
              
              
              
              22,054
              
              
              
              18,866Operating
      ExpensesRegulated
      Operation and Maintenance
              
              
              3,305
              
              
              
              3,168
              
              
              
              6,642
              
              
              
              6,545Unregulated
      Utility Services Direct Project Expenses
              
              
              2,092
              
              
              
              -
              
              
              
              3,210
              
              
              
              -Other
      Unregulated Operation and Maintenance (1)
              
              
              326
              
              
              
              355
              
              
              
              483
              
              
              
              847Depreciation
              
              
              756
              
              
              
              697
              
              
              
              1,511
              
              
              
              1,408Amortization
      of Stranded Costs
              
              
              2,728
              
              
              
              2,647
              
              
              
              5,456
              
              
              
              5,451Amortization
              
              
              54
              
              
              
              61
              
              
              
              107
              
              
              
              116Taxes
      Other Than Income
              
              
              452
              
              
              
              441
              
              
              
              906
              
              
              
              885Provision
      for Income Taxes—Regulated
              
              
              193
              
              
              
              320
              
              
              
              1,557
              
              
              
              1,637Benefit
      of Income Taxes—Unregulated
              
              
              (175
              )
              
              
              (181
              )
              
              
              (177
              )
              
              
              (422
              )Total
      Operating Expenses
              
              
              9,731
              
              
              
              7,508
              
              
              
              19,695
              
              
              
              16,467Operating
      Income
              
              
              136
              
              
              
              443
              
              
              
              2,359
              
              
              
              2,399Other
      Income (Deductions)Equity
      in Income of Associated Companies
              
              
              41
              
              
              
              39
              
              
              
              66
              
              
              
              (33
              )Interest
      and Dividend Income
              
              
              1
              
              
              
              6
              
              
              
              5
              
              
              
              13Benefit
      of (Provision for) Income Taxes
              
              
              19
              
              
              
              (4
              )
              
              
              (10
              )
              
              
              (5
              )Other—Net
              
              
              (97
              )
              
              
              (18
              )
              
              
              (92
              )
              
              
              (43
              )Total
      Other Income (Deductions)
              
              
              (36
              )
              
              
              23
              
              
              
              (31
              )
              
              
              (68
              )Income
      Before Interest Charges
              
              
              100
              
              
              
              466
              
              
              
              2,328
              
              
              
              2,331Interest
      ChargesLong-Term
      Debt and Notes Payable
              
              
              559
              
              
              
              722
              
              
              
              1,214
              
              
              
              1,483Less
      Stranded Costs Carrying Charge
              
              
              (403
              )
              
              
              (442
              )
              
              
              (805
              )
              
              
              (898
              )Total
      Interest Charges
              
              
              156
              
              
              
              280
              
              
              
              409
              
              
              
              585Net
      (Loss) Income from Continuing Operations
              
              
              (56
              )
              
              
              186
              
              
              
              1,919
              
              
              
              1,746Discontinued
      OperationsLoss
      on Sale of Discontinued Operations
              
              
              (1
              )
              
              
              (362
              )
              
              
              (1
              )
              
              
              (362
              )Loss
      from Operations
              
              
              (20
              )
              
              
              (573
              )
              
              
              (35
              )
              
              
              (923
              )Income
      Tax Benefit
              
              
              9
              
              
              
              372
              
              
              
              15
              
              
              
              513Loss
      from Discontinued Operations
              
              
              (12
              )
              
              
              (563
              )
              
              
              (21
              )
              
              
              (772
              )Net
      (Loss) Income Available for Common Stockholders
              
              $
              (68
              )
              
              $
              (377
              )
              
              $
              1,898
              
              
              $
              974Average
      Shares of Common Stock Outstanding
              
              
              1,678,096
              
              
              
              1,677,187
              
              
              
              1,677,979
              
              
              
              1,662,005Basic
      (Loss) Earnings Per Share of Common Stock From Continuing
      Operations
              
              $
              (0.03
              )
              
              $
              0.11
              
              
              $
              1.14
              
              
              $
              1.05Basic
      Loss Per Share of Common Stock From Discontinued
Operations
              
              
              (0.01
              )
              
              
              (0.33
              )
              
              
              (0.01
              )
              
              
              (0.46
              )Basic
      (Loss) Earnings Per Share of Common Stock From Net Income
              
              $
              (0.04
              )
              
              $
              (0.22
              )
              
              $
              1.13
              
              
              $
              0.59Diluted
      (Loss) Earnings Per Share of Common Stock From Continuing
      Operations
              
              $
              (0.03
              )
              
              $
              0.11
              
              
              $
              1.14
              
              
              $
              1.04Diluted
      Loss Per Share of Common Stock From Discontinued
Operations
              
              
              (0.01
              )
              
              
              (0.33
              )
              
              
              (0.01
              )
              
              
              (0.46
              )Diluted
      (Loss) Earnings Per Share of Common Stock From Net Income
              
              $
              (0.04
              )
              
              $
              (0.22
              )
              
              $
              1.13
              
              
              $
              0.58
 (1)
                Other
      Unregulated Operation and Maintenance expense includes general and
      administrative expenses for MAM Utility Services Group, activity of the
      holding company that cannot be allocated to MPS, and intercompany
      eliminations.
  See Notes
to Consolidated Financial Statements
  5
  MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES
 Statements of Consolidated Cash Flows(Unaudited)
 
 (In
      thousands of dollars)
              
              Six
      Months Ended
                June
      30,2008
              
              
              2007Cash
      Flow From Operating ActivitiesNet
      Income
              
              $
              1,898
              
              
              $
              974Adjustments
      to Reconcile Net Income to Net Cash Provided by
Operations:Depreciation
              
              
              1,511
              
              
              
              1,408Amortization
      of Intangibles
              
              
              107
              
              
              
              116Amortization
      of Seabrook
              
              
              555
              
              
              
              555Amortization
      of Cancelled Transmission Plant
              
              
              127
              
              
              
              127Deferred
      Income Taxes—Net
              
              
              408
              
              
              
              791Deferred
      Investment Tax Credits
              
              
              (10
              )
              
              
              (10
              )Change
      in Deferred Regulatory and Debt Issuance Costs
              
              
              2,811
              
              
              
              2,229Change
      in Benefit Obligations
              
              
              153
              
              
              
              (294
              )Change
      in Deferred Directors' Compensation
              
              
              386
              
              
              
              392Change
      in Current Assets and Liabilities:Accounts
      Receivable and Unbilled Revenue from Utility
              
              
              (551
              )
              
              
              592Other
      Current Assets
              
              
              (9
              )
              
              
              (359
              )Accounts
      Payable
              
              
              1,018
              
              
              
              (1,852
              )Other
      Current Liabilities
              
              
              314
              
              
              
              512Other—Net
              
              
              (410
              )
              
              
              1,220Operating
      Cash Flows from Continuing Operations
              
              
              8,308
              
              
              
              6,401Operating
      Cash Flows from Discontinued Operations
              
              
              98
              
              
              
              (894
              )Net
      Cash Flow Provided By Operating Activities
              
              
              8,406
              
              
              
              5,507Cash
      Flow From Financing ActivitiesRepayments
      of Long-Term Debt
              
              
              (4,067
              )
              
              
              (1,595
              )Additions
      of Long-Term Debt
              
              
              -
              
              
              
              3,499Short-Term
      Debt Borrowings (Repayments), Net
              
              
              (2,400
              )
              
              
              (4,970
              )Short-Term
      Debt Repayments of Discontinued Operations, Net
              
              
              -
              
              
              
              (1,000
              )Net
      Cash Flow Used For Financing Activities
              
              
              (6,467
              )
              
              
              (4,066
              )Cash
      Flow From Investing ActivitiesCash
      Paid for Stock Contingencies from Acquisition Agreements
              
              
              -
              
              
              
              (187
              )Investment
      in Fixed Assets
              
              
              (4,191
              )
              
              
              (2,557
              )Change
      in Restricted Investments
              
              
              2,393
              
              
              
              (2
              )Cash
      Received from Sale of Discontinued Operations
              
              
              573
              
              
              
              1,821Net
      Cash Flow Used For Investing Activities
              
              
              (1,225
              )
              
              
              (925
              )Increase
      in Cash and Cash Equivalents
              
              
              714
              
              
              
              516Cash
      and Cash Equivalents at Beginning of Period
              
              
              910
              
              
              
              898Cash
      and Cash Equivalents at End of Period
              
              $
              1,624
              
              
              $
              1,414Supplemental
      Disclosure of Cash Flow Information:Cash
      Paid During the Period for:Interest
              
              $
              1,336
              
              
              $
              1,499Income
      Taxes
              
              $
              1,305
              
              
              $
              153Non-Cash
      Activities:Fair
      Market Value of Stock Issued to Directors
              
              $
              13
              
              
              $
              12Capital
      Leases
              
              $
              -
              
              
              $
              226
  See Notes
to Consolidated Financial Statements
  6
  MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES
 Consolidated
Balance Sheets
 
 (In Thousands of Dollars)
              
              June
      30,
              
              
              December
      31,2008
              
              
              2007ASSETS
              
              (Unaudited)
              
              
              (Audited)Plant:Electric
      Plant in Service
              
              $
              106,254
              
              
              $
              104,289Non-Utility
      Plant
              
              
              61
              
              
              
              3Less
      Accumulated Depreciation
              
              
              (45,555
              )
              
              
              (44,212
              )Net
      Plant in Service
              
              
              60,760
              
              
              
              60,080Construction
      Work-in-Progress
              
              
              4,768
              
              
              
              3,035Total
      Plant Assets
              
              
              65,528
              
              
              
              63,115Investments
      in Associated Companies
              
              
              911
              
              
              
              940Net
      Plant and Investments in Associated Companies
              
              
              66,439
              
              
              
              64,055Current
      Assets:Cash
      and Cash Equivalents
              
              
              1,624
              
              
              
              910Accounts
      Receivable (less allowance for uncollectible accounts of $135 in 2008 and
      $247 in 2007)
              
              
              9,309
              
              
              
              7,921Accounts
      Receivable from Associated Companies
              
              
              -
              
              
              
              377Unbilled
      Revenue from Utility
              
              
              710
              
              
              
              1,170Inventory
              
              
              835
              
              
              
              819Unbilled
      Contract Revenue
              
              
              196
              
              
              
              -Prepayments
              
              
              224
              
              
              
              427Current
      Assets of Discontinued Operations
              
              
              50
              
              
              
              756Total
      Current Assets
              
              
              12,948
              
              
              
              12,380Regulatory
      Assets:Uncollected
      Maine Yankee Decommissioning Costs
              
              
              3,460
              
              
              
              4,774Recoverable
      Seabrook Costs
              
              
              8,894
              
              
              
              9,449Regulatory
      Assets—Deferred Income Taxes
              
              
              5,267
              
              
              
              5,481Regulatory
      Assets—Post-Retirement Medical Benefits
              
              
              2,561
              
              
              
              2,574Deferred
      Fuel and Purchased Energy Costs
              
              
              28,516
              
              
              
              30,859Cancelled
      Transmission Plant
              
              
              127
              
              
              
              254Unamortized
      Premium on Early Retirement of Debt
              
              
              789
              
              
              
              893Deferred
      Regulatory Costs
              
              
              937
              
              
              
              1,302Total
      Regulatory Assets
              
              
              50,551
              
              
              
              55,586Other
      Assets:Unamortized
      Debt Issuance Costs
              
              
              207
              
              
              
              289Restricted
      Investments (at cost, which approximates market)
              
              
              73
              
              
              
              2,466Other
      Assets
              
              
              1,201
              
              
              
              849Total
      Other Assets
              
              
              1,481
              
              
              
              3,604Total
      Assets
              
              $
              131,419
              
              
              $
              135,625
  See Notes
to Consolidated Financial Statements
  7
  MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES
 Capitalization
and Liabilities
 
 
 (In
      Thousands of Dollars)
              
              June
      30,
              
              
              December
      31,2008
              
              
              2007Capitalization
      (see accompanying statement):
              
              (Unaudited)
              
              
              (Audited)Shareholders’
      Equity
              
              $
              44,917
              
              
              $
              42,941Long-Term
      Debt
              
              
              26,142
              
              
              
              27,427Total
      Capitalization
              
              
              71,059
              
              
              
              70,368Current
      Liabilities:Long-Term
      Debt Due Within One Year
              
              
              1,381
              
              
              
              4,163Notes
      Payable to Banks
              
              
              5,600
              
              
              
              8,000Accounts
      Payable
              
              
              6,217
              
              
              
              4,699Accounts
      Payable—Associated Companies
              
              
              207
              
              
              
              234Accrued
      Employee Benefits
              
              
              905
              
              
              
              1,377Customer
      Deposits
              
              
              77
              
              
              
              61Taxes
      Accrued
              
              
              544
              
              
              
              116Interest
      Accrued
              
              
              97
              
              
              
              201Unearned
      Revenue
              
              
              14
              
              
              
              42Current
      Liabilities of Discontinued Operations
              
              
              518
              
              
              
              537Total
      Current Liabilities
              
              
              15,560
              
              
              
              19,430Deferred
      Credits and Other Liabilities:Accrued
      Removal Obligations
              
              
              5,648
              
              
              
              5,699Carrying
      Value of Interest Rate Hedge
              
              
              2,099
              
              
              
              2,255Uncollected
      Maine Yankee Decommissioning Costs
              
              
              3,460
              
              
              
              4,774Other
      Regulatory Liabilities
              
              
              260
              
              
              
              343Deferred
      Income Taxes
              
              
              22,114
              
              
              
              21,864Accrued
      Postretirement Benefits and Pension Costs
              
              
              8,366
              
              
              
              8,226Investment
      Tax Credits
              
              
              49
              
              
              
              59Miscellaneous
              
              
              2,804
              
              
              
              2,607Total
      Deferred Credits and Other Liabilities
              
              
              44,800
              
              
              
              45,827Commitments,
      Contingencies, and Regulatory Matters (Note 8)Total
      Capitalization and Liabilities
              
              $
              131,419
              
              
              $
              135,625
  See Notes
to Consolidated Financial Statements
  8
  MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES
 Statement of Consolidated
Shareholders’ Equity(Unaudited)
 
 
 (In
thousands of dollars, except share information)
 
 Common SharesCommon Shares Issued and
      Outstanding
              
              
              Par Value Issued ($7/Share)
              
              
              Paid-In Capital
              
              
              Retained Earnings
              
              
              Accumulated Other Compre-hensive Income
      (Loss)
              
              
              TotalBalance,
                December
      31, 2007
              
              
              1,677,664
              
              
              $
              11,744
              
              
              $
              1,954
              
              
              $
              29,898
              
              
              $
              (655
              )
              
              $
              42,941Common
      Stock  Issued
              
              
              432
              
              
              
              3
              
              
              
              10
              
              
              
              
              
              
              
              
              
              
              
              13Net
      Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,898
              
              
              
              
              
              
              
              1,898Other
      Comprehensive (Loss) Income:Changes
      in Value of Foreign Exchange Translation Loss, Net of Tax Benefit of
      $11
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (17
              )
              
              
              (17
              )Unrealized
      Loss on Investments Available for Sale, Net of Tax Benefit of
      $8
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (12
              )
              
              
              (12
              )Change
      in Fair Value of Interest Rate Hedge, Net of Tax Provision of
      $62
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              94
              
              
              
              94Total
      Other Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              65Total
      Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,963Balance,
      June 30, 2008
              
              
              1,678,096
              
              
              $
              11,747
              
              
              $
              1,964
              
              
              $
              31,796
              
              
              $
              (590
              )
              
              $
              44,917
 
 
 MAM had
five million shares of $7 per share common stock authorized, with 1,678,096 and
1,677,664 shares issued and outstanding as of June 30, 2008, and December 31,
2007, respectively. At June 30, 2008, and December 31, 2007, MAM had 500,000
shares of $0.01 per share preferred stock authorized, with none issued or
outstanding.
 
 See Notes
to Consolidated Financial Statements.
  9
  NOTES
TO CONSOLIDATED
 FINANCIAL
STATEMENTS
 
 1.    ACCOUNTING
POLICIES
 
 Consolidation
and Basis of Presentation
  The
accompanying consolidated financial statements include the accounts of Maine
& Maritimes Corporation (“MAM” or the “Company”) and the following
wholly-owned subsidiaries and affiliates:
 
 1.
              Maine Public Service Company
      (“MPS”) and its wholly-owned inactive Canadian subsidiary Maine &
      New Brunswick Electrical Power Company, Ltd
      (“Me&NB”);
 2.
              MAM
      Utility Services Group (“MAM USG”), a wholly-owned United States
      subsidiary;
 3.
              The
      Maricor Group (“TMG”) and its wholly-owned United States subsidiary The
      Maricor Group New England, Inc. (“TMGNE”) and TMG’s wholly-owned Canadian
      subsidiary The Maricor Group, Canada Ltd (“TMGC”) and TMGC’s wholly-owned
      Canadian subsidiary Mecel Properties Ltd. (“Mecel”), all of which are
      classified as discontinued operations;
and
 4.
              Energy Atlantic, LLC (“EA”), an
      inactive subsidiary.
 
 Maricor
Technologies, Inc. (“MTI”) was a former wholly-owned subsidiary of
MAM.  Substantially all of the assets of MTI were sold on April 13,
2007, and the legal entity of MTI was dissolved on June 28, 2007.  The
activity of MTI through dissolution of the company is reported in discontinued
operations.
 
 MAM was a
50% owner of Maricor Properties Ltd, a Canadian company formerly wholly-owned by
MAM, and its wholly-owned Canadian subsidiary Cornwallis Court Developments Ltd.
(“Cornwallis”).  MAM divested its 50% ownership of Maricor Properties
on March 31, 2008, through a share redemption agreement with Ashford
Investments, Inc. (“Ashford”).
 
 MAM was
also a 50% owner of Maricor Ashford, an inactive joint venture with
Ashford.  As of September 12, 2007, MAM sold its 50% ownership of
Maricor Ashford to Ashford.
 
 MAM is
listed on the American Stock Exchange (“AMEX”) under the symbol
“MAM.”
  All
inter-company transactions between MAM and its subsidiaries have been eliminated
in consolidation.
 
 Accounting
Policies
 
 The
Company’s accounting policies are those disclosed in its 2007 Annual Report on
Form 10-K, which is hereby incorporated by this reference.
 
 New
Accounting Pronouncements
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This Statement identified a consistent
hierarchy for selecting accounting principles to be used in preparing financial
statements in conformity with U.S. generally accepted accounting
principles.  This Statement is not expected to materially impact the
Company’s financial statements.
  10
  2.    INCOME
TAXES
 
 A summary
of Federal, State and Canadian income taxes charged (credited) to income is
presented below. For accounting and ratemaking purposes, income tax provisions
(benefits) included in “Operating Expenses” reflect taxes applicable to revenues
and expenses allowable for ratemaking purposes on MPS regulated activities and
unregulated activities for MAM, MAM USG, TMG and MTI.  The tax effect
of items not included in rate base or normal operating activities is allocated
as “Other Income (Deductions).” The foreign income taxes include only the
Canadian income taxes for Me&NB and Mecel.
 
 (In
      thousands of dollars)
              
              For the Quarters Ending
      June 30,
              
              
              For the Six Months Ending
      June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Current
      income taxesFederal
              
              $
              1,045
              
              
              $
              -
              
              
              $
              1,045
              
              
              $
              -State
              
              
              357
              
              
              
              -
              
              
              
              357
              
              
              
              -Foreign
              
              
              14
              
              
              
              4
              
              
              
              14
              
              
              
              8Total
      current income taxes
              
              
              1,416
              
              
              
              4
              
              
              
              1,416
              
              
              
              8Deferred
      income taxesFederal
              
              
              (1,086
              )
              
              
              (281
              )
              
              
              (43
              )
              
              
              366State
              
              
              (335
              )
              
              
              53
              
              
              
              12
              
              
              
              343Total
      deferred income taxes
              
              
              (1,421
              )
              
              
              (228
              )
              
              
              (31
              )
              
              
              709Investment
      credits, net
              
              
              (5
              )
              
              
              (5
              )
              
              
              (10
              )
              
              
              (10
              )Total
      income taxes
              
              $
              (10
              )
              
              $
              (229
              )
              
              $
              1,375
              
              
              $
              707Allocated
      to:Operating
      income-  Regulated
              
              $
              193
              
              
              $
              320
              
              
              $
              1,557
              
              
              $
              1,637-  Unregulated
              
              
              (175
              )
              
              
              (181
              )
              
              
              (177
              )
              
              
              (422
              )Subtotal
              
              
              18
              
              
              
              139
              
              
              
              1,380
              
              
              
              1,215Discontinued
      Operations
              
              
              (9
              )
              
              
              (372
              )
              
              
              (15
              )
              
              
              (513
              )Total
      Operating
              
              
              9
              
              
              
              (233
              )
              
              
              1,365
              
              
              
              702Other
      income
              
              
              (19
              )
              
              
              4
              
              
              
              10
              
              
              
              5Total
              
              $
              (10
              )
              
              $
              (229
              )
              
              $
              1,375
              
              
              $
              707
 
 
 For the
six months ended June 30, 2008, and 2007, the effective income tax rates were
42.0% and 42.1%, respectively.  The principal reason for the effective
tax rate differing from the US federal income tax rate is the earnings from
investments, which is partly offset by the empowerment zone credit adjustment
and investment tax credit amortization.
 
 The
Company has not accrued U.S. income taxes on the undistributed earnings of
Me&NB, as the withholding taxes due on the distribution of any remaining
amount would be principally offset by foreign tax credits. No dividends were
received from Me&NB in the first two quarters of 2008 or 2007.
 
 In June
2006, the FASB issued FASB Interpretation Number (“FIN”) 48, “Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement 109.”This
statement clarifies the criteria that an individual tax position must satisfy
for some of all of the benefits of that position to be recognized in a company’s
financial statements.  FIN 48 requires a tax position must be
more-likely-than-not in order for the position to be recognized in the financial
statements.  The Company does not expect that the amounts of
unrecognized tax benefits will change significantly in the next twelve months,
and no adjustments to reported tax benefits were required under FIN
48.  As of June 30, 2008 and 2007, the Company has accrued no interest
or penalties related to uncertain tax positions.
 
 The
statutes of limitations for audits by Federal, Maine, Massachusetts and Canadian
tax authorities have expired for all tax years ending December 31, 2003, or
earlier.
 
 As
required by SFAS 109 and FIN 48, Management of the Company has evaluated the
positive and negative evidence bearing upon the realizability of the Company’s
deferred tax assets, which consist principally of pension and post-retirement
benefits, net operating loss carryforwards, earnings on investments, and
Accumulated Other Comprehensive Income (“OCI”) on MPS’s interest rate hedges.
For the six months ended June 30, 2008, and the year ended December 31, 2007,
Management evaluated the deferred tax assets and determined a valuation
allowance was needed on the earnings on investments.  Certain
distributions from MPS’s investments have been treated for tax purposes as
dividend income, resulting in a deferred tax asset.  As this will
become a capital loss for tax purposes, the Company cannot be assured capital
gains will exist to allow for the use of this loss, and a valuation allowance
has been provided.
  11
  The
following summarizes accumulated deferred income tax (assets) and liabilities
established on temporary differences under SFAS 109 as of June 30, 2008, and
December 31, 2007:
 
 
 (In
      thousands of dollars)June 30,
      2008
              
              
              December 31, 2007Seabrook
              
              $
              4,817
              
              
              $
              5,124Property
              
              
              10,167
              
              
              
              9,527Flexible
      pricing revenue
              
              
              284
              
              
              
              403Deferred
      fuel
              
              
              11,377
              
              
              
              12,311Pension
      and post-retirement benefits
              
              
              (2,206
              )
              
              
              (2,173
              )Net
      Operating Loss Carryforwards
              
              
              (881
              )
              
              
              (2,095
              )Other
      Comprehensive Income
              
              
              (800
              )
              
              
              (853
              )Deferred
      Directors' Compensation
              
              
              (543
              )
              
              
              (388
              )Other
              
              
              (101
              )
              
              
              8Net
      Accumulated Deferred Income Tax Liability from Continuing
      Operations
              
              $
              22,114
              
              
              $
              21,864Other
      Comprehensive Income
              
              
              537
              
              
              
              538Other
              
              
              (23
              )
              
              
              (11
              )Net
      Accumulated Deferred Income Tax Liability of Discontinued
      Operations
              
              $
              514
              
              
              $
              527Net
      Accumulated Deferred Income Tax Liability
              
              $
              22,628
              
              
              $
              22,391
 
 
 3.    SEGMENT
INFORMATION
 
 The
Company is organized based on products and services.  Management
monitors the operations of the Company in the following operating
segments:
  ·
              Regulated
      electric utility: MPS and its inactive wholly-owned Canadian subsidiary,
      Me&NB;
 
 ·
              Unregulated
      utility services: MAM USG;
 
 ·
              Unregulated
      engineering services: TMG and its subsidiaries and product and service
      lines, classified as discontinued
operations;
 
 ·
              Unregulated
      software technology: MTI, classified as discontinued operations;
      and
 
 ·
              Other:
      Corporate costs directly associated with the unregulated subsidiaries,
      common costs not allocated to the regulated utility and inter-company
      eliminations.
 
 The
accounting policies of the segments are the same as those described in Note 1,
“Accounting Policies.”  MAM provides certain administrative support
services to MPS and MAM USG, and provided similar services to TMG, and MTI and
their subsidiaries.  The costs of services provided to MPS and MAM USG
are billed to MPS and MAM USG based on a combination of direct charges and
allocations.  The cost of corporate services provided to the other
unregulated entities remains at the holding company, and is not allocated or
charged to the various subsidiaries.
 
 MPS also
provides services to MAM and other affiliates, including administrative
services, such as information technology, human resources and accounting, and
operational services.  The administrative services are billed to MAM
at cost through inter-company transactions.  Operational services for
which MPS has an established rate for charging third parties are charged at
those established rates.
  12
 
 (In
      thousands of dollars)Quarter
      Ended June 30, 2008UnregulatedRegulated
                Electric
                Utility
              
              
              Utility Services
              
              
              Engineering Services
              
              
              Software Technology
              
              
              Other
              
              
              TotalRevenues
      from External CustomersRegulated
      Operating Revenues
              
              $
              7,805
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (16
              )
              
              $
              7,789Unregulated
      Utility Operating Revenues
              
              
              -
              
              
              
              2,078
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,078Total
      Operating Revenues
              
              
              7,805
              
              
              
              2,078
              
              
              
              -
              
              
              
              -
              
              
              
              (16
              )
              
              
              9,867Operating
      ExpensesRegulated
      Operation & Maintenance
              
              
              3,305
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,305Unregulated
      Operation & Maintenance
              
              
              -
              
              
              
              2,344
              
              
              
              -
              
              
              
              -
              
              
              
              74
              
              
              
              2,418Depreciation
              
              
              753
              
              
              
              3
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              756Amortization
      of Stranded Costs
              
              
              2,728
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,728Amortization
              
              
              54
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              54Taxes
      Other than Income
              
              
              451
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1
              
              
              
              452Income
      Taxes
              
              
              193
              
              
              
              (125
              )
              
              
              -
              
              
              
              -
              
              
              
              (50
              )
              
              
              18Total
      Operating Expenses
              
              
              7,484
              
              
              
              2,222
              
              
              
              -
              
              
              
              -
              
              
              
              25
              
              
              
              9,731Operating
      Income (Loss)
              
              
              321
              
              
              
              (144
              )
              
              
              -
              
              
              
              -
              
              
              
              (41
              )
              
              
              136Other
      Income (Deductions)Equity
      in Income (Loss) of Associated Companies
              
              
              42
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1
              )
              
              
              41Interest
      and Dividend Income
              
              
              9
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8
              )
              
              
              1Other
      (Deductions) Income
              
              
              (33
              )
              
              
              (46
              )
              
              
              -
              
              
              
              -
              
              
              
              1
              
              
              
              (78
              )Total
      Other Income (Deductions)
              
              
              18
              
              
              
              (46
              )
              
              
              -
              
              
              
              -
              
              
              
              (8
              )
              
              
              (36
              )Income
      (Loss) Before Interest Charges
              
              
              339
              
              
              
              (190
              )
              
              
              -
              
              
              
              -
              
              
              
              (49
              )
              
              
              100Interest
      Charges
              
              
              126
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30
              
              
              
              156Income
      (Loss) from Continuing Operations
              
              
              213
              
              
              
              (190
              )
              
              
              -
              
              
              
              -
              
              
              
              (79
              )
              
              
              (56
              )Loss
      from Discontinued Operations:Loss
      on Sales of Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (1
              )
              
              
              -
              
              
              
              -
              
              
              
              (1
              )Loss
      From Operations
              
              
              -
              
              
              
              -
              
              
              
              (20
              )
              
              
              -
              
              
              
              -
              
              
              
              (20
              )Benefit
      of Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              9
              
              
              
              -
              
              
              
              -
              
              
              
              9Loss
      from Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (12
              )
              
              
              -
              
              
              
              -
              
              
              
              (12
              )Net
      Income (Loss)
              
              $
              213
              
              
              $
              (190
              )
              
              $
              (12
              )
              
              $
              -
              
              
              $
              (79
              )
              
              $
              (68
              )
  13
 
 (In
      thousands of dollars)Quarter
      Ended June 30, 2007UnregulatedRegulated
                Electric
                Utility
              
              
              Utility Services
              
              
              Engineering
                Services
              
              
              Software
                Technology
              
              
              Other
              
              
              TotalRevenues
      from External CustomersRegulated
      Operating Revenues
              
              $
              7,951
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              7,951Operating
      ExpensesRegulated
      Operation & Maintenance
              
              
              3,168
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,168Unregulated
      Operation & Maintenance
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              355
              
              
              
              355Depreciation
              
              
              697
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              697Amortization
      of Stranded Costs
              
              
              2,647
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,647Amortization
              
              
              61
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              61Taxes
      Other than Income
              
              
              440
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1
              
              
              
              441Income
      Taxes
              
              
              320
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (181
              )
              
              
              139Total
      Operating Expenses
              
              
              7,333
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              175
              
              
              
              7,508Operating
      Income (Loss)
              
              
              618
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (175
              )
              
              
              443Other
      Income (Deductions)Equity
      in Loss of Associated Companies
              
              
              40
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1
              )
              
              
              39Interest
      and Dividend Income
              
              
              17
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (11
              )
              
              
              6Other
      Deductions
              
              
              (22
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (22
              )Total
      Other Income (Deductions)
              
              
              35
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12
              )
              
              
              23Income
      (Loss) Before Interest Charges
              
              
              653
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (187
              )
              
              
              466Interest
      Charges
              
              
              197
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              83
              
              
              
              280Income
      (Loss) from Continuing Operations
              
              
              456
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (270
              )
              
              
              186Loss
      from Discontinued Operations:Loss
      on Sales of Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (362
              )
              
              
              -
              
              
              
              -
              
              
              
              (362
              )Loss
      From Operations
              
              
              -
              
              
              
              -
              
              
              
              (370
              )
              
              
              (203
              )
              
              
              -
              
              
              
              (573
              )Benefit
      of Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              286
              
              
              
              86
              
              
              
              -
              
              
              
              372Loss
      from Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (446
              )
              
              
              (117
              )
              
              
              -
              
              
              
              (563
              )Net
      Income (Loss)
              
              $
              456
              
              
              $
              -
              
              
              $
              (446
              )
              
              $
              (117
              )
              
              $
              (270
              )
              
              $
              (377
              )
  14
 
 (In
      thousands of dollars)Six
      Months Ended June 30, 2008UnregulatedRegulated
                Electric
                Utility
              
              
              Utility Services
              
              
              Engineering Services
              
              
              Software Technology
              
              
              Other
              
              
              TotalRevenues
      from External CustomersRegulated
      Operating Revenues
              
              $
              18,706
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (26
              )
              
              $
              18,680Unregulated
      Utility Operating Revenues
              
              
              -
              
              
              
              3,374
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,374Total
      Operating Revenues
              
              
              18,706
              
              
              
              3,374
              
              
              
              -
              
              
              
              -
              
              
              
              (26
              )
              
              
              22,054Operating
      ExpensesRegulated
      Operation & Maintenance
              
              
              6,642
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              6,642Unregulated
      Operation & Maintenance
              
              
              -
              
              
              
              3,524
              
              
              
              -
              
              
              
              -
              
              
              
              169
              
              
              
              3,693Depreciation
              
              
              1,507
              
              
              
              4
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,511Amortization
      of Stranded Costs
              
              
              5,456
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,456Amortization
              
              
              107
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              107Taxes
      Other than Income
              
              
              904
              
              
              
              2
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              906Income
      Taxes
              
              
              1,557
              
              
              
              (61
              )
              
              
              -
              
              
              
              -
              
              
              
              (116
              )
              
              
              1,380Total
      Operating Expenses
              
              
              16,173
              
              
              
              3,469
              
              
              
              -
              
              
              
              -
              
              
              
              53
              
              
              
              19,695Operating
      Income (Loss)
              
              
              2,533
              
              
              
              (95
              )
              
              
              -
              
              
              
              -
              
              
              
              (79
              )
              
              
              2,359Other
      Income (Deductions)Equity
      in Income (Loss) of Associated Companies
              
              
              75
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (9
              )
              
              
              66Interest
      and Dividend Income
              
              
              22
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (17
              )
              
              
              5Other
      (Deductions) Income
              
              
              (105
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3
              
              
              
              (102
              )Total
      Other (Deductions) Income
              
              
              (8
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (23
              )
              
              
              (31
              )Income
      (Loss) Before Interest Charges
              
              
              2,525
              
              
              
              (95
              )
              
              
              -
              
              
              
              -
              
              
              
              (102
              )
              
              
              2,328Interest
      Charges
              
              
              325
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              84
              
              
              
              409Income
      (Loss) from Continuing Operations
              
              
              2,200
              
              
              
              (95
              )
              
              
              -
              
              
              
              -
              
              
              
              (186
              )
              
              
              1,919Loss
      from Discontinued Operations:Loss
      on Sales of Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (1
              )
              
              
              -
              
              
              
              -
              
              
              
              (1
              )Loss
      From Operations
              
              
              -
              
              
              
              -
              
              
              
              (35
              )
              
              
              -
              
              
              
              -
              
              
              
              (35
              )Benefit
      of Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              15
              
              
              
              -
              
              
              
              -
              
              
              
              15Loss
      from Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (21
              )
              
              
              -
              
              
              
              -
              
              
              
              (21
              )Net
      Income (Loss)
              
              $
              2,200
              
              
              $
              (95
              )
              
              $
              (21
              )
              
              $
              -
              
              
              $
              (186
              )
              
              $
              1,898Total
      Assets
              
              $
              128,779
              
              
              $
              2,594
              
              
              $
              50
              
              
              $
              -
              
              
              $
              (4
              )
              
              $
              131,419
  15
 
 (In
      thousands of dollars)Six
      Months Ended June 30, 2007UnregulatedRegulated
                Electric
                Utility
              
              
              Utility Services
              
              
              Engineering
                Services
              
              
              Software
                Technology
              
              
              Other
              
              
              TotalRevenues
      from External CustomersRegulated
      Operating Revenues
              
              $
              18,866
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              18,866Operating
      ExpensesRegulated
      Operation & Maintenance
              
              
              6,545
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              6,545Unregulated
      Operation & Maintenance
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              847
              
              
              
              847Depreciation
              
              
              1,408
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,408Amortization
      of Stranded Costs
              
              
              5,451
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,451Amortization
              
              
              116
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              116Taxes
      Other than Income
              
              
              881
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4
              
              
              
              885Income
      Taxes
              
              
              1,637
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (422
              )
              
              
              1,215Total
      Operating Expenses
              
              
              16,038
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              429
              
              
              
              16,467Operating
      Income (Loss)
              
              
              2,828
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (429
              )
              
              
              2,399Other
      Income (Deductions)Equity
      in Loss of Associated Companies
              
              
              2
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (35
              )
              
              
              (33
              )Interest
      and Dividend Income
              
              
              34
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (21
              )
              
              
              13Other
      Deductions
              
              
              (42
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6
              )
              
              
              (48
              )Total
      Other Deductions
              
              
              (6
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (62
              )
              
              
              (68
              )Income
      (Loss) Before Interest Charges
              
              
              2,822
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (491
              )
              
              
              2,331Interest
      Charges
              
              
              411
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              174
              
              
              
              585Income
      (Loss) from Continuing Operations
              
              
              2,411
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (665
              )
              
              
              1,746Loss
      from Discontinued Operations:Loss
      on Sales of Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (362
              )
              
              
              -
              
              
              
              -
              
              
              
              (362
              )Loss
      From Operations
              
              
              -
              
              
              
              -
              
              
              
              (512
              )
              
              
              (411
              )
              
              
              -
              
              
              
              (923
              )Benefit
      of Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              349
              
              
              
              164
              
              
              
              -
              
              
              
              513Loss
      from Discontinued Operations
              
              
              -
              
              
              
              -
              
              
              
              (525
              )
              
              
              (247
              )
              
              
              -
              
              
              
              (772
              )Net
      Income (Loss)
              
              $
              2,411
              
              
              $
              -
              
              
              $
              (525
              )
              
              $
              (247
              )
              
              $
              (665
              )
              
              $
              974Total
      Assets
              
              $
              134,509
              
              
              $
              -
              
              
              $
              4,229
              
              
              $
              -
              
              
              $
              2,021
              
              
              $
              140,759
   4.    INVESTMENTS
IN ASSOCIATED COMPANIES
 
 Maine
Yankee and MEPCO
 
 MPS owns
5% of the common stock of Maine Yankee Atomic Power Company (“Maine Yankee”), a
jointly-owned nuclear electric power company, and 7.49% of the common stock of
Maine Electric Power Company, Inc. (“MEPCO”), a jointly-owned electric
transmission company. Although MPS’s ownership percentage of these entities is
relatively low, it does have influence over the operating and financial
decisions of these companies through board representation, and therefore MPS
records its investment in MEPCO and Maine Yankee using the equity
method.  This is consistent with industry practice for similar
jointly-owned units.
  No
dividends were paid by Maine Yankee in the first half of 2008.  Maine
Yankee declared and paid a $20,000 dividend in the first half of 2007, and
declared a $250,000 stock redemption.  MPS received dividends of
$2,000 from MEPCO in the first and second quarters of 2008 and
2007.
 
 Substantially
all earnings of Maine Yankee and MEPCO are distributed to investor
companies.
 
 5.    STOCK
COMPENSATION PLANS
 
 Upon
approval by MPS’s shareholders in June 2002, MPS adopted the 2002 Stock Option
Plan (the “Plan”). The Plan was subsequently adopted by MAM after its formation.
The Plan, excluding these options outstanding, was terminated by the MAM Board
of Directors on March 14, 2008.  The former CEO was the only employee
to receive stock options under this Plan, with 3,932 options outstanding for the
remainder of their original ten-year term.
  16
  The
Company accounts for the fair value of its grants under the Plan in accordance
with the expense provisions of SFAS 123(R), “Accounting for Stock-Based
Compensation.”  The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for the grants:
 
 Year
      of Issuance
              
              2003
              
              
              2002Number
      of Options Granted
              
              
              1,966
              
              
              
              1,966Exercise
      Price
              
              $
              30.10
              
              
              $
              30.45Vesting
      Period
              
              3
      years
              
              
              3
      yearsNumber
      of Options Vested and Exercisable
              
              
              1,966
              
              
              
              1,966Dividend
      Yield
              
              
              4.60
              %
              
              
              4.70
              %Volatility
              
              
              20.00
              %
              
              
              20.00
              %Risk-Free
      Interest Rate
              
              
              3.00
              %
              
              
              4.60
              %Expected
      Life
              
              7
      years
              
              
              7
      years
 
 
 No
options were granted, exercised, forfeited or expired during the quarter. The
weighted-average fair value of the options granted is $4.17.
 
 Dilutive
earnings per share impact of outstanding stock options:
 
 Quarters
      Ended June 30,
              
              
              Six
      Months Ended June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Net
      (Loss) Income (in thousands)
              
              $
              (68
              )
              
              $
              (377
              )
              
              $
              1,898
              
              
              $
              974Shares
      Used in Computation of EarningsWeighted-Average
      Common Shares Outstanding in Computation of Basic Earnings per
      Share
              
              
              1,678,096
              
              
              
              1,677,187
              
              
              
              1,677,979
              
              
              
              1,662,005Dilutive
      Effect of Common Stock Options
              
              
              -
              
              
              
              -
              
              
              
              750
              
              
              
              -Dilutive
      Effect of Preferred Shares
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              17,039Shares
      Used in Computation of Earnings per Common Share Assuming
      Dilution
              
              
              1,678,096
              
              
              
              1,677,187
              
              
              
              1,678,729
              
              
              
              1,679,044Net
      (Loss) Income per Share (Basic)
              
              $
              (0.04
              )
              
              $
              (0.22
              )
              
              $
              1.13
              
              
              $
              0.59Net
      (Loss) Income per Share (Diluted)
              
              $
              (0.04
              )
              
              $
              (0.22
              )
              
              $
              1.13
              
              
              $
              0.58
  The
common stock options were anti-dilutive for the second quarter of 2008, and
therefore were omitted from the calculation of diluted earnings per
share.  There was a weighted-average of 574 potentially dilutive
shares outstanding.
 
 A new
stock compensation plan, the 2008 Stock Plan, was approved at the May 13, 2008,
Annual Stockholders Meeting.  This plan allows for the Performance and
Compensation Committee of the MAM Board of Directors to grant up to 85,000
shares of MAM stock to employees.  No more than 10,000 shares may be
granted to any one employee during a five year period, and the Performance and
Compensation Committee may condition the grant or vesting of the stock awards on
attainment of performance goals or the passage of time.  No shares
have been granted under this plan.
 
 6.  DEFERRED
DIRECTORS’ COMPENSATION
 
 The
compensation program for the MAM Board of Directors includes an option for the
director to defer some or all of his or her fees, rather than taking those fees
in cash each quarter.  The first deferral option grants the director a
number of phantom shares of stock, with the number granted equivalent to the
fees earned for the quarter, divided by the closing share price on the last day
of that quarter.  The cumulative deferred phantom shares are marked to
the closing share price on the last day of each quarter, and the adjustment is
recorded as expense.  If applicable, any dividends paid are also
converted to an equivalent number of phantom shares, and are added to the
cumulative deferred total.
 
 During
the second quarter of 2008, the equivalent of 670 shares was deferred, bringing
the total deferred through June 30, 2008, to the equivalent of 33,349
shares.  The share price on that date was $42.75, resulting in a $1.4
million liability recorded on the Consolidated Balance Sheet under
“Miscellaneous Liabilities,” and $574,000 of operating expense, before
tax.  This unfunded liability is payable upon termination of services
of the director.  The plan allows for a lump sum distribution or a
monthly payment over ten years.  All directors currently participating
in this deferral plan have elected the ten-year payment option.  A $1
increase in MAM’s stock price will increase the liability and expense by
approximately $33,000.  A $1 decrease in MAM’s stock price will
decrease the liability and expense by approximately $33,000.
  17
  The
second deferral option allows directors to postpone payment of their fees in
cash, and earn interest on the deferred amounts at a rate adjusted quarterly to
the five-year Treasury Note rate.  The unfunded obligation under this
deferral program is $21,000, and is also recorded under “Miscellaneous
Liabilities” on the Consolidated Balance Sheets.
 
 7.    BENEFIT
PROGRAMS
 
 The
Company provides certain pension, post-retirement and welfare benefit programs
to its employees. Benefit programs are an integral part of the Company’s
commitment to hiring and retaining employees, providing market-based
compensation that rewards individual and corporate performance. The Company
offers welfare benefit plans to all employees, consisting of health care, life
insurance, long-term disability, and accidental disability insurance. The
Company also offers a retirement savings program to most employees in the form
of a 401(k) plan. This plan allows voluntary contributions by the employee and
may contain a contribution by the Company.
 
 U.
S. Defined Benefit Pension Plan
 
 The
Company has a non-contributory defined benefit pension plan covering MPS and
certain former MAM employees.  No employees of other unregulated
businesses are eligible for this benefit plan. Benefits under the plan are based
on employees’ years of service and compensation prior to
retirement.
 
 On August
17, 2006, the Pension Protection Act was signed into law.  Included in
this legislation are new minimum funding rules that will go into effect for plan
years beginning in 2008.  The funding target is 100% of a plan’s
liability, with any shortfall amortized over seven years.  There are
lower funding targets, between 92% and 100%, available to well-funded plans
during the transition period.
 
 On
December 31, 2006, future salary and service accruals for current participants
in the plan ceased, and any new employees hired on or after January 1, 2006, are
not eligible for the pension plan.  The Company agreed to additional
employer contributions to the Retirement Savings Plan to compensate employees in
part or in full, depending on their number of years of service, for this lost
benefit.  This additional contribution ranges from 5% to 25% of each
eligible employee’s gross base pay, and is immediately fully
vested.  This contribution was $370,000 and $347,000 in the first six
months of 2008 and 2007, respectively.
 
 The
Company’s policy has been to fund pension costs accrued.  For the 2008
plan year, the Company contributed $41,000 in April and July
2008.   The Company also expects to contribute approximately
$41,000 in fourth quarter of 2008 and $51,000 during 2009 for the 2008 plan
year.  No additional contributions are anticipated for the 2007 plan
year during 2008.
 
 The
following table sets forth the plans’ net periodic benefit income:
 
 (In
      thousands of dollars)
              
              Pension BenefitsQuarters Ended
June 30,
              
              
              Six Months Ended
    June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Interest
      cost
              
              $
              268
              
              
              $
              265
              
              
              $
              537
              
              
              $
              530Expected
      return on plan assets
              
              
              (305
              )
              
              
              (290
              )
              
              
              (609
              )
              
              
              (580
              )Recognized
      net actuarial loss
              
              
              19
              
              
              
              16
              
              
              
              37
              
              
              
              32Net
      periodic benefit income
              
              $
              (18
              )
              
              $
              (9
              )
              
              $
              (35
              )
              
              $
              (18
              )
 
  Health
Care Benefits
 
 The
Company provides certain health care benefits to eligible
employees.  Eligible employees share in the cost of their medical
benefits, in addition to plan deductibles and coinsurance
payments.  The plan also covers retiree medical coverage for employees
of Maine Public Service Company, the regulated utility.  Employees
hired on or after October 1, 2005, are not eligible for post-retirement medical
coverage.
 
 The
following table sets forth the plans’ net periodic benefit
cost:
  18
 
 (In
      thousands of dollars)
              
              Health Care BenefitsQuarters Ended
June 30,
              
              
              Six Months Ended
    June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Service
      cost
              
              $
              51
              
              
              $
              45
              
              
              $
              102
              
              
              $
              90Interest
      cost
              
              
              137
              
              
              
              124
              
              
              
              273
              
              
              
              248Expected
      return on plan assets
              
              
              (56
              )
              
              
              (53
              )
              
              
              (112
              )
              
              
              (106
              )Amortization
      of transition obligation
              
              
              18
              
              
              
              18
              
              
              
              36
              
              
              
              36Amortization
      of prior service cost
              
              
              (15
              )
              
              
              (15
              )
              
              
              (30
              )
              
              
              (30
              )Recognized
      net actuarial loss
              
              
              49
              
              
              
              45
              
              
              
              99
              
              
              
              90Net
      periodic benefit cost
              
              $
              184
              
              
              $
              164
              
              
              $
              368
              
              
              $
              328
 
 8.    COMMITMENTS,
CONTINGENCIES AND REGULATORY MATTERS
  Federal
Energy Regulatory Commission 2008 Open Access Transmission Tariff Formula Rate
Filing
  On June
16, 2008, MPS filed its updated rates under the 2008 Open Access Transmission
Tariff (“OATT”) formula pursuant to Docket ER00-1053 for both wholesale and
retail customers. The revenue decreases were approximately $230,000 or 28% for
wholesale customers, effective June 1, 2008, and $670,000 or 18% for retail
customers, effective July 1, 2008.  The decrease is primarily
associated with wheeling revenue collected from generators exporting electricity
off the MPS system during 2007.
  Federal
Energy Regulatory Commission 2007 Open Access Transmission Tariff Formula Rate
Filing
  On
May 21, 2007, MPS filed its updated rates under the 2007 OATT formula
pursuant to Docket ER00-1053 for both wholesale and retail customers. The
revenue increases were approximately $54,000 for wholesale customers, effective
June 1, 2007, and $345,000 for retail customers, effective July 1,
2007.  FERC approved the 2007 OATT settlement in their June 27, 2008
Order, with no material change to the rates in the original filing.
   MPS
and CMP File with FERC for Incentive Rate Treatment on MPC Line
  In their
filing on July 18, 2008, MPS and Central Maine Power Company (“CMP”) jointly
filed with FERC for incentive rate treatment on their Maine Power Connection
(“MPC”) transmission line project (the “Project”), a proposed 200-mile 345
kilovolt transmission line and new and upgraded substations.  For MPS,
the incentive rate treatment requested was 150 basis points above our current
10.5% return on equity for transmission.  Additionally, in the event
the Project is cancelled, MPS and CMP are seeking authorization to recover costs
related to the abandonment of the Project.  MPS has currently deferred
approximately $270,000 of costs associated with the Project, reported in the
Consolidated Balance Sheet at “Other Assets.”  The filing requested
that FERC issue a decision by September 18, 2008.  The decision in
this filing cannot be predicted.
  Also
within this filing, MPS and CMP noted the cost of the Project is currently
estimated at $625 million, with MPS’s investment estimated at $187 million, or
30%.  These are preliminary estimates of both the total project cost
and MPS’s investment; actual cost and investment is dependent on many factors
and could be materially higher or lower.
  MPS
and CMP File with MPUC for Certificate of Public Convenience and
Necessity
  On July
1, 2008, MPS and CMP jointly filed for a Certificate of Public Convenience and
Necessity (“CPCN”) under MPUC Docket No. 2008-256 related to the MPC
transmission line.  The Certificate process is expected to take at
least six months.
 
 Progress
continues to be made on the transmission line studies. Preliminary economic
studies are favorable for the Project. MPS and CMP have signed an amended
Memorandum of Understanding (“MOU”) and are currently working to finalize a
Joint Development Agreement with CMP.
  MPUC
Investigation of Maine Utilities Continued Participation in ISO-NE
  On April
8, 2008, the MPUC initiated an investigation in Docket No. 2008-156 of Maine
utilities continued participation in ISO New England (“ISO-NE”) and the New
England Regional Transmission Organization.  MPS is not currently a
member of ISO-NE.  However, as noted in the Stakeholder Initiative
Regarding the Competitiveness and Reliability of the Northern Maine Power Grid
discussed above, the Company has requested to become a member of ISO-NE if
certain conditions are met.  MPS will be an active participant in this
Docket.
  19
  Stakeholder
Initiative Regarding the Competitiveness and Reliability of the Northern Maine
Power Grid
  On
November 16, 2006, the MPUC issued an Order in Docket No. 2006-513
concluding that northern Maine lacks a competitive power market. In an effort to
deal with this lack of competition and the system reliability issues raised by
the Company’s unsuccessful bid to secure a certificate for the construction of a
new transmission line, the MPUC held a three-day stakeholders conference in
December 2006, in an attempt to resolve, on a collaborative basis, the issues
raised in these cases. As a result of this effort, two parallel initiatives have
been launched:
  (a)
Stakeholders were asked to develop a protocol allowing for the possibility of
generation suppliers obtaining long-term power delivery commitments through the
Standard Offer process and not through the Company. This could encourage the
construction of new generation in the Company’s service territory, and/or secure
the availability of existing on-system generating sources on a long-term
(multi-year) basis.  In September 2007, the MPUC provided a Report to
the Maine Legislature stating that “a long-term standard offer solicitation,
without a transmission line development component, is not sufficiently likely to
address the lack of competition in the area and may be
counterproductive.”  At this time, the Company cannot predict whether
all of the stakeholders will reach agreement on any such protocol initiative, or
whether it will be finalized and accepted by the MPUC;
  (b)
Stakeholders were asked to address the feasibility of one or more proposals for
transmission projects interconnecting the northern Maine grid with the ISO-NE
grid, possibly by means of a tap into the MEPCO 345 kV transmission line that
connects the high voltage systems of Maine and New Brunswick,
Canada.
  On
July 26, 2007, MPS and CMP, pursuant to Section II 46-48 of the ISO-NE
OATT, requested that ISO-NE study a transmission upgrade that would interconnect
MPS with the ISO-NE operated transmission system. The preliminary study results
indicate there would be economic and reliability benefits for Maine and the
entire New England region as a result of constructing a new high-voltage
transmission line that would interconnect MPS with ISO-NE. Accordingly, while
the results remain preliminary, MPS and CMP filed with the MPUC on July 1, 2008,
for approval of the siting of the new line.
  Coincident
with this effort, on February 26, 2008, MPS conditionally requested
ISO-NE’s consent for MPS to become a member of ISO-NE, more specifically an
Additional Participating Transmission Owner as set forth in Section 11.05
of the Transmission Operating Agreement. The request was conditioned on a number
of significant factors and necessary approvals, including (a) that the
costs of new line and portions of MPS’s existing transmission system be included
in New England regional rates in a manner such that northern Maine consumers
will obtain economic benefits from joining ISO-NE that outweigh the costs to
them; (b) that the new line be constructed, energized and included in the
ISO-NE Regional Network Service transmission rate; and (c) that the MPUC
grant a Certificate of Public Convenience and Necessity for the project and
concur with MPS becoming an Additional Participating Transmission
Owner.
  On April
11, 2008, MPS petitioned the MPUC to terminate MPUC Docket No.
2006-513.  The MPUC has not acted on this petition, and MPS cannot
predict whether any additional activity will occur in this Docket.
 
 Wheelabrator-Sherman
 
 MPS was
ordered into a Power Purchase Agreement with Wheelabrator-Sherman in 1986, which
required the purchase of the entire output (up to 126,582 MWH per year) of a
17.6 MW biomass plant through December 31, 2006.  Total stranded costs
included as regulatory assets under the caption “Deferred Fuel and Purchased
Energy Costs” in the Consolidated Balance Sheet related to this contract are
$28.5 million and $30.9 million at June 30, 2008, and December 31, 2007,
respectively.
 
 Poly
Chlorinated Bi-Phenol Transformers
 
 In
response to a Maine environmental regulation to phase out Poly Chlorinated
Bi-phenol (“PCB”) transformers, MPS has a program to eliminate transformers on
its system that do not meet the State environmental guidelines. The Company is
in the process of inspecting almost 13,000 distribution transformers over a
ten-year period. MPS is currently in its eighth year of this ten-year program.
Approximately 35% of the transformers inspected require “in service” PCB oil
sampling.  In addition, transformers that pass the inspection criteria will
be refitted with new lightning arrestors and animal guards, where necessary. The
current total estimated cost of the project is $3.0 million; as of June 30,
2008, $2.5 million of this total has been spent.  The remaining cost of the
project has been accrued on the Consolidated Balance Sheet as “Accrued Removal
Obligations.”
 
 Off-Balance
Sheet Arrangements
 
 The
Company has several operating leases for office and field equipment, vehicles
and office space, accounted for in accordance with SFAS 13, Accounting for
Leases.  The following summarizes payments for leases for a
period in excess of one year for the six months ended June 30, 2008, and
2007:
  20
 
 (In thousands of
    dollars)
              
              2008
              
              
              2007Office
      Equipment
              
              $
              3
              
              
              $
              9Building
              
              
              97
              
              
              
              120Vehicles
              
              
              -
              
              
              
              14Field
      Equipment
              
              
              7
              
              
              
              5Rights
      of Way
              
              
              -
              
              
              
              38Total
              
              $
              107
              
              
              $
              186
 
 The
future minimum lease payments amounts reported as of December 31, 2007, included
lease payments for TMGNE’s former space in Hudson, Massachusetts, of $72,000 in
2008 and $30,000 in 2009.  With the termination of the Hudson lease on
May 9, 2008, for $59,000, the remainder of these payments, or approximately
$43,000, is no longer required.  The remaining future minimum lease
payments reported as of December 31, 2007, have not change
materially.  Refer to MAM’s 2007 Form 10-K for these future lease
payments.
 
 Financial
Information System Hosting Agreement
 
 In 2007,
the Company renegotiated its Financial Information System hosting agreement with
OneNeck IT Services to host and provide technical and functional support for the
integrated Oracle Financial Information System.  The base hosting fees
were reduced to $537,500 per year for 2007 through 2013.
 
 9.    FAIR
VALUE DISCLOSURES
 
 On
January 1, 2008, the Company adopted SFAS 157, “Fair Value
Measurements.”  SFAS 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures requirements about
fair value measurements.  This standard applies to reported balances
that are required or permitted to be measured at fair value under existing
accounting pronouncements.  The standard does not require any new fair
value measurements.
 
 SFAS 157
emphasizes that fair value is a market-based measurement, not an entity-specific
measurement. Therefore, a fair value measurement should be determined based on
the assumptions that market participants would use in pricing the asset or
liability. SFAS 157 establishes a three-level fair value hierarchy as the basis
for considering market participant assumptions in fair value
measurements.  The input levels are defined as follows:
 
 ·
              Level
      1 inputs:  Unadjusted quoted prices in active markets for
      identical assets or liabilities that the Company has the ability to
      access.
 
 ·
              Level
      2 inputs:  Inputs other than quoted prices included in Level 1
      that are observable for the asset or liability, either directly or
      indirectly, including quoted prices for similar assets and liabilities in
      active markets, as well as other observable inputs for the asset or
      liability, such as interest rates, foreign exchange rates, and yield
      curves that are observable at commonly quoted
  intervals.
 
 ·
              Level
      3 inputs:  Unobservable inputs for the asset or liability,
      typically based on an entity’s own assumptions, as there is little, if
      any, related market activity.
 
 In
instances where the determination of the fair value measurement is based on
inputs from different levels of the fair value hierarchy, the level in the fair
value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its
entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
 
 Currently,
the Company uses interest rate swaps to manage its interest rate
risk.  The valuation of these instruments is determined using widely
accepted valuation techniques including discounted cash flow analysis on the
expected cash flows of each derivative.  This analysis reflects the
contractual terms of the derivatives, including the period to maturity, and uses
observable market-based inputs.  This valuation relies on Level 2
inputs.
 
 The fair
value of the interest rate hedges, as of June 30, 2008, was a liability of $2.1
million, compared to a liability of $2.3 million at December 31, 2007, a gain in
fair value of $156,000.  This gain, less the deferred income tax
provision of $62,000, has been reported as “Other Comprehensive (Loss) Income”
on the Consolidated Statement of Shareholders’ Equity.
 
 10.    CAPITAL
LEASES
 
 MPS
financed certain of its 2006 and 2007 vehicle and computer equipment purchases
through capital leases, totaling $820,000.  The remaining liability as
of June 30, 2008, for these capital lease arrangements is approximately
$554,000, and is recorded within “Miscellaneous Liabilities” on the Consolidated
Balance Sheet.  Future minimum lease payments have not changed from
the amounts reported as of December 31, 2007.  Refer to MAM’s 2007
Form 10-K for these future lease payments.
  21
  11.    DISCONTINUED
OPERATIONS
 
 The
Maricor Group
 
 The
operations of TMG largely ceased during 2007, with the sale of substantially all
of the assets of TMGC in June 2007, and the closure of TMGNE in August
2007.  Mecel Properties, a wholly-owned Canadian subsidiary of TMGC,
was the only TMG operation remaining in 2008.  On May 30, 2008, the
Mecel building was sold for approximately $572,000 Canadian, resulting in a
$1,000 loss on the sale.  Mecel’s operations ceased with the sale of
the building.
 
 The net
loss for unregulated engineering services is composed of the
following:
 
 
 (in
      thousands of dollars)
              
              Quarters Ended
June 30,
              
              
              Six Months Ended
    June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Loss
      From Operations:Loss
      on Sale of Discontinued Operations
              
              $
              (1
              )
              
              $
              (362
              )
              
              $
              (1
              )
              
              $
              (362
              )Operating
      Revenue
              
              
              6
              
              
              
              625
              
              
              
              26
              
              
              
              2,292Expenses
              
              
              (26
              )
              
              
              (995
              )
              
              
              (61
              )
              
              
              (2,804
              )Loss
      from Operations
              
              
              (21
              )
              
              
              (732
              )
              
              
              (36
              )
              
              
              (874
              )Benefit
      of Income Taxes
              
              
              9
              
              
              
              286
              
              
              
              15
              
              
              
              349Net
      Loss — Unregulated Engineering Services
              
              $
              (12
              )
              
              $
              (446
              )
              
              $
              (21
              )
              
              $
              (525
              )
 
 
 On May 9,
2008, MAM also negotiated the termination of the lease of the former TMGNE space
in Hudson, Massachusetts, settling the estimated $100,000 obligation, accrued in
2006, for approximately $59,000.   Other unregulated operation
and maintenance expense for the quarter was reduced by $41,000 as a
result.
 
 Maricor
Technologies
 
 MAM
divested all of the assets reported as Unregulated Software Technology during
2007.  The operations for this segment have been classified as
discontinued operations.
 
 The
operating revenue and net loss for unregulated software technology for the first
two quarters of 2007 was as follows:
 
 
 (in
      thousands of dollars)
              
              Quarter Ended June 30,
      2007
              
              
              Six Months Ended June 30,
      2007Loss
      From Operations:Operating
      Revenue
              
              $
              21
              
              
              $
              135Expenses
              
              
              (224
              )
              
              
              (546
              )Loss
      From Operations
              
              
              (203
              )
              
              
              (411
              )Benefit
      of Income Taxes
              
              
              86
              
              
              
              164Net
      Loss — Unregulated Software Technology
              
              $
              (117
              )
              
              $
              (247
              )
 
 
 There was
no impact on earnings in 2008, and no assets, liabilities or equity in MTI at
June 30, 2007, or after.
 
 12.     FINANCING
ARRANGEMENTS
 
 Bank
of America Financing
 
 In
February 2008, MPS reached terms on amendments to its debt agreements with Bank
of America.  These amendments were approved by the MPUC on May 1,
2008, and formalized and implemented effective May 2, 2008. The amendments
include various reductions in interest rates on the lines of credit and
decreased letter of credit fees on the MPS financing with Bank of
America.  MAM USG also executed a $500,000 line of credit with Bank of
America, effective in early May 2008.  This line of credit is
guaranteed by MAM, and will be used to fund working capital
needs.
  22
  PART
1. FINANCIAL INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
 
 Forward-Looking
Statements
 
  This
filing contains certain “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995, related to the expected future
performance of our plans and objectives, such as forecasts and projections of
expected future performance or statements of Management’s plans and objectives.
These forward-looking statements may be contained in filings with the SEC and in
press releases and oral statements. We use words such as “anticipate,”
“estimate,” “predict,” “expect,” “project,” “intend,” “plan,” “believe,” and
other words and terms of similar meaning in connection with any discussion of
future operating or financial performance. These statements are based on the
current expectations, estimates or projections of Management and are not
guarantees of future performance. Some or all of these forward-looking
statements may not turn out to be what the Company expected. Actual results will
differ, and some of the differences may be material.
  Factors
that could cause actual results to differ materially from our projections
include, among other matters, legislation and regulation; construction of new
transmission facilities; development of MAM USG; attraction and retention of
qualified employees; economy of the region and general economic conditions;
competitive conditions; holding company structures; interest rate and debt
covenant risk; pension plan investments; information technology; environmental
risks; aging infrastructure and reliability; weather; vandalism, terrorism and
other illegal acts; alternative generation options; professional liability;
final settlement of remaining obligations of discontinued operations;
divestiture of unregulated real estate; and foreign operations. Therefore, no
assurances can be given that the outcomes stated in such forward-looking
statements and estimates will be achieved.
 
 Accounting
Policies
 
 Critical
accounting policies are disclosed in the Company’s 2007 Annual Report on Form
10-K.
 
 Results
of Operations and Executive Overview
  Net Income and Earnings Per
Share
 
 Quarters Ended
June 30,
              
              
              Six Months Ended
    June 30,(Dollars
      in Thousands Except per Share Amounts)
              
              2008
              
              
              2007
              
              
              2008
              
              
              2007Income
      (Loss) from Continuing OperationsRegulated
      Electric Utility
              
              $
              213
              
              
              $
              456
              
              
              $
              2,200
              
              
              $
              2,411Unregulated
      Utility Services
              
              
              (190
              )
              
              
              -
              
              
              
              (95
              )
              
              
              -Other*
              
              
              (79
              )
              
              
              (270
              )
              
              
              (186
              )
              
              
              (665
              )(Loss)
      Income from Continuing Operations
              
              
              (56
              )
              
              
              186
              
              
              
              1,919
              
              
              
              1,746Loss
      from Discontinued OperationsUnregulated
      Engineering Services
              
              
              (12
              )
              
              
              (446
              )
              
              
              (21
              )
              
              
              (525
              )Unregulated
      Software Technology
              
              
              -
              
              
              
              (117
              )
              
              
              -
              
              
              
              (247
              )Loss
      from Discontinued Operations
              
              
              (12
              )
              
              
              (563
              )
              
              
              (21
              )
              
              
              (772
              )Net
      (Loss) Income
              
              $
              (68
              )
              
              $
              (377
              )
              
              $
              1,898
              
              
              $
              974Basic
      (Loss) Income Per Share
              
              $
              (0.04
              )
              
              $
              (0.22
              )
              
              $
              1.13
              
              
              $
              0.59
 
 
 
 Executive
Overview
  Overall
results continue to be better than the prior year for the quarter and for the
year-to-date.  The net losses for the second quarter and net income
year- to-date are $68,000 and $1.9 million, respectively, compared with prior
year’s net loss for the quarter of $377,000 and net income for prior
year-to-date of $974,000, indicating a 95% increase in net income
year-to-date.  Last year’s net income for the second quarter had
losses from discontinued operations of $563,000 for the quarter and $772,000 for
year to date.  Losses from discontinued operations were not a
significant factor in the current year results which highlights our success in
divesting our unprofitable segments.
 
 While it
is normal for us to experience losses in the second and third quarters due to
seasonality of our earnings at the utility as a result of the rate structure
mandated by our regulators, results for the quarter were negatively affected by
a large increase in expense due to a change in deferred directors’
compensation.  This expense of $518,000 is a mixed
blessing.  It is the result of our stock price moving up 54% from
$27.80 per share at the end of the first quarter, to $42.75 per share at the end
of the second quarter.  We are very happy for our shareholders that
this increase took place; however, it does have the inverse effect of generating
a non-cash expense for the overall increase in the value of phantom shares owned
by our board members.  We still firmly agree that aligning the
interests of directors and shareholders through the use of phantom shares is
important, and the issuance of these shares eliminates a portion of the
immediate cash requirement for director compensation.
  23
  Another
trend we see developing for utilities in the region, including ours, is the
impact of the overall economy and cost of energy on the volume of energy
consumption.  Overall regulated utility revenues are down $146,000 for
the quarter and $160,000 year to date for our utility.   Despite
revenues being off, our financial performance at the utility in terms of net
income remained positive for the quarter.  Operations and maintenance
expenses are up $137,000 for the quarter and $97,000 year to date compared with
the prior year.  If not for the increase in deferred directors’
compensation, operations and maintenance expenses would be significantly lower
for the quarter and flat for the year to date.
 
 We have
made significant progress on the Maine Power Connection project.  We
jointly filed for two regulatory approvals with our partner, Central Maine Power
Company.  On July 1, 2008 we filed with the MPUC for a CPCN,
requesting approval for the physical siting of the transmission
line.   We also filed with FERC on July 18, 2008, requesting
incentive rate treatment on our line of an additional 150 basis points above our
current allowed return on equity of 10.5%.  In addition, the FERC
filing requests regulatory approval for recovery of abandoned plant to protect
us from any risks of not recovering development costs.  We will
continue to diligently pursue these approvals.  In order for the
project to be built, we will also need to become a member of ISO-NE, and obtain
its approval of inclusion of project costs in ISO-NE regional
rates.  Due to the magnitude of the project for our customers and the
State of Maine, we cannot accurately predict when these proceedings will
conclude or if all will conclude favorably.  However, we would like to
see these approvals obtained by year end, which would lead to construction
commencing before the end of 2009.
 
 In
parallel with these regulatory filings, we are working with ISO-NE on the
cost-benefit analyses and terms under which this project could be included in
the regional transmission network and MPS could become a member of
ISO-NE.  We expect this approval process to coincide with the other
regulatory approvals mentioned above.
 
 Our
newest segment, MAM USG, recognized a loss for the quarter of approximately
$190,000 and a year-to-date net loss of $95,000.  While the electrical
construction projects MAM USG is working on are estimated to provide a
profitable operating margin, two factors contributed to the second quarter
loss.  The first factor is MAM USG’s pro rata share of common costs of
the parent holding company which includes its portion of the deferred directors’
compensation expense, as well as other common costs that cannot be directly
attributable to a specific segment.  The second factor is a revised
estimate of project costs and profitability based on our experience
with/performance of the jobs to date and related requests for change orders from
the project owners.
 
 Overall,
Management is pleased with the progress of our strategy and our financial
results are in line with our expectations.
 
 Regulated
Operations
 
 Regulated
operations include MPS and Me&NB, the Company’s regulated subsidiary and its
inactive unregulated Canadian subsidiary:
  Quarters
      Ended
              
              
              Six
      Months EndedJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Net
      Income — Regulated Electric Utility (In thousands)
              
              $
              213
              
              
              $
              456
              
              
              $
              2,200
              
              
              $
              2,411Earnings
      Per Share from Regulated Electric Utilities
              
              $
              0.13
              
              
              $
              0.27
              
              
              $
              1.31
              
              
              $
              1.45
  24
  Regulated Operating Revenue
 
 Consolidated
revenues (in thousands of dollars) and Megawatt Hours (“MWH”) for the quarters
and six months ended June 30, 2008, and 2007, are as follows:
 
 Quarters Ended
June 30,
              
              
              Six Months Ended
    June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Dollars
              
              
              MWH
              
              
              Dollars
              
              
              MWH
              
              
              Dollars
              
              
              MWH
              
              
              Dollars
              
              
              MWHResidential
              
              $
              3,561
              
              
              
              41,212
              
              
              $
              3,582
              
              
              
              42,126
              
              
              $
              7,906
              
              
              
              92,634
              
              
              $
              7,919
              
              
              
              94,123Large
      Commercial
              
              
              949
              
              
              
              37,399
              
              
              
              1,034
              
              
              
              43,682
              
              
              
              2,296
              
              
              
              75,403
              
              
              
              2,517
              
              
              
              86,415Medium
      Commercial
              
              
              1,061
              
              
              
              24,346
              
              
              
              1,047
              
              
              
              25,456
              
              
              
              2,916
              
              
              
              50,691
              
              
              
              2,995
              
              
              
              53,290Small
      Commercial
              
              
              1,394
              
              
              
              21,409
              
              
              
              1,413
              
              
              
              21,742
              
              
              
              3,882
              
              
              
              47,338
              
              
              
              3,929
              
              
              
              48,297Other
      Retail
              
              
              231
              
              
              
              848
              
              
              
              228
              
              
              
              847
              
              
              
              463
              
              
              
              1,699
              
              
              
              456
              
              
              
              1,694Total
      Regulated Retail
              
              
              7,196
              
              
              
              125,214
              
              
              
              7,304
              
              
              
              133,853
              
              
              
              17,463
              
              
              
              267,765
              
              
              
              17,816
              
              
              
              283,819Other
      Regulated Operating Revenue
              
              
              609
              
              
              
              
              
              
              
              647
              
              
              
              
              
              
              
              1,243
              
              
              
              
              
              
              
              1,050Total
      Regulated Revenue
              
              $
              7,805
              
              
              
              
              
              
              $
              7,951
              
              
              
              
              
              
              $
              18,706
              
              
              
              
              
              
              $
              18,866
  Residential
and small commercial sales decreased $21,000 and $19,000, respectively, for the
three months ended June 30, 2008, compared to the same period of 2007, due to
the approximately 2% decreases in volume for each.  Medium commercial
sales were up $14,000, due to an increase in average prices.  Sales
volume from these customers decreased 1,110 MWH or 4.4%.  These
decreases in sales volume have continued from the first quarter, and are due
primarily to customers ceasing or cutting back operations, or implementing
conservation efforts.
 
 Large
commercial customer sales are down $85,000 on a 6,283 MWH or 14.4% decrease in
volume.  Similar to the first quarter of 2008, the largest decreases
include reductions in usage by our two largest customers and two local
mills.  The duration of these cutbacks is unknown.
 
 Other
retail revenue for the quarter is up approximately $3,000, on a 1 MWH increase
in volume and an increase in the average price.  Other regulated
operating revenue consists of transmission wheeling revenue, unbilled revenue
and profits on billable work.  This revenue has decreased from
$647,000 in the second quarter of 2007 to $609,000 in the second quarter of
2008, primarily due to lower profits on billable work.
 
 Consistent
with the quarter, residential customer sales are also down for the year to date,
approximately $13,000 on a 1,489 MWH or 1.6% decrease in sales
volume.  Likewise, medium and small commercial customer sales
decreased $126,000 from the first half of 2007 to the first half of 2008, with
volume down 3,558 MWH or 3.5%.
 
 Year to
date, large commercial customers have contributed $221,000 less revenue in 2008
than in the first six months of 2007, on 11,012 or 12.7% fewer
MWH.  The reduced sales volume to the customers identified in the
quarterly explanation above was also the largest impact year to
date.
 
 Other
retail revenue is also up for the year to date, approximately $7,000 and 5
MWH.  Other regulated operating revenue is up $193,000
year-over-year.  Wheeling revenue was up significantly in the first
quarter of 2008 compared to the same period of 2007, contributing $271,000 more
revenue in the first six months.  This increase was partly offset by
the decrease in unbilled revenue of approximately $72,000 due to lower volume,
and other smaller differences.
 
 MPS’s
2008 OATT formula was filed June 16, 2008, based on the 2007 test
year.  As described in earlier filings, MPS transmission rates are
based on the Company’s revenue requirement (transmission expenses plus the
allowed rate of return on assets) less the wheeling revenue
earned.  The rates go into effect on June 1 for wholesale customers,
and July 1 for retail customers.  The additional wheeling revenue
earned in 2007 over 2006 offset the revenue requirement in the 2008 OATT
formula.  As a result, the revenue decreases were approximately
$230,000 or 28% for wholesale customers, and $670,000 or 18% for retail
customers.
 
 For more
information on regulatory orders approving the most recent rate increases, see
Part II, Item 1, “Legal Proceedings.”
  25
  Regulated Utility Expenses
 
 For the
quarters and six months ended June 30, 2008, and 2007, regulated operation and
maintenance expenses are as follows:
 
 Quarters
      Ended June 30,
              
              
              Six
      Months Ended June 30,(In
      thousands of dollars)
              
              2008
              
              
              2007
              
              
              2008
              
              
              2007Regulated
      Operation and MaintenanceLabor
              
              $
              1,108
              
              
              $
              1,132
              
              
              $
              2,371
              
              
              $
              2,251Benefits
              
              
              203
              
              
              
              267
              
              
              
              597
              
              
              
              713Outside
      Services
              
              
              246
              
              
              
              242
              
              
              
              507
              
              
              
              441Holding
      Company Management Costs
              
              
              696
              
              
              
              526
              
              
              
              971
              
              
              
              962Insurance
              
              
              127
              
              
              
              131
              
              
              
              258
              
              
              
              273Regulatory
      Expenses
              
              
              303
              
              
              
              247
              
              
              
              613
              
              
              
              500Transportation
              
              
              209
              
              
              
              174
              
              
              
              450
              
              
              
              489Maintenance
              
              
              160
              
              
              
              163
              
              
              
              309
              
              
              
              305Other
              
              
              253
              
              
              
              286
              
              
              
              566
              
              
              
              611Total
      Regulated Operation and Maintenance
              
              $
              3,305
              
              
              $
              3,168
              
              
              $
              6,642
              
              
              $
              6,545
 
 
 Regulated
operation and maintenance expense increased $137,000 or 4.3% for the second
quarter of 2008 compared to the second quarter of 2007.  The largest
increases in expense were:
 
 §
              Holding
      company management costs increased $170,000 quarter-over-quarter, due to
      the increase in the value of deferred directors’
      compensation.  MAM’s stock price increased $14.95 per share,
      from $27.80 at March 31, 2008, to $42.75 at June 30, 2008, resulting in
      $518,000 of non-cash expense, compared to $252,000 for the second quarter
      of 2007.  Under the regulator-approved common cost allocation
      methodology, 77.6% or $402,000 was allocated to MPS and the remaining
      $116,000 to MAM USG in 2008, compared to 71.8% or $181,000 allocated to
      MPS for deferred directors’ compensation in the second quarter of 2007, an
      increase of $221,000.
 
 §
              Regulatory
      expenses increased $56,000, or 23%, from the quarter ended June 30, 2007,
      to the quarter ended June 30, 2008, due to higher regulatory annual
      fees.
 
 These
increases in expense were partly offset by the $88,000 decrease in labor and
benefits expense.  Insurance expense decreased $117,000, due to
settlement of the 2006 and 2007 contingent health insurance
premiums.  Also, MPS employees have been working on two large MAM USG
projects, reducing salaries and expenses at MPS approximately
$24,000.  These decreases were offset by increases in pension and
post-retirement medical expense and in the additional 401(k) contributions to
compensate employees for the pension freeze effective December 31,
2006.
 
 Year to
date, regulatory operation and maintenance expenses are up $97,000 or
1.5%.  The increases include:
 
 §
              Similar
      to the quarter, regulatory expenses are up $113,000 year-over-year as a
      result of the higher regulatory annual
fees.
 
 §
              Outside
      services have increased $66,000, from $441,000 for the first six months of
      2007 to $507,000 for the first six months of 2008.  As noted in
      the first quarter, certain engineering and information technology services
      were outsourced in late 2007 and early
2008.
 
 Expense
decreases in the first two quarters of 2008 partly offset these
increases.  The decreases were a result of:
 
 §
              Transportation
      expense decreased $39,000 in the first half of 2008 compared to
      2007.  During the first quarter of 2007, additional maintenance
      work was required on the vehicle fleet, resulting in higher-than-normal
      expense.  This reduction in fleet maintenance expense was partly
      offset by higher fuel costs.
 
 §
              Other
      expenses fell by $45,000, due to a $26,000 reduction in rent expense for
      equipment rented in 2007 but not 2008, and a reduction in expensed
      materials.
  26
  Stranded
cost expenses of the regulated utility are as follows:
 
 Quarters
      Ended June 30,
              
              
              Six
      Months Ended June 30,(In
      thousands of dollars)
              
              2008
              
              
              2007
              
              
              2008
              
              
              2007Stranded
      CostsMaine
      Yankee
              
              $
              588
              
              
              $
              721
              
              
              $
              1,176
              
              
              $
              1,441Seabrook
              
              
              384
              
              
              
              384
              
              
              
              768
              
              
              
              768Deferred
      Fuel
              
              
              1,559
              
              
              
              1,345
              
              
              
              3,119
              
              
              
              2,849Cost
      Incentive Refund
              
              
              63
              
              
              
              62
              
              
              
              125
              
              
              
              125Cancelled
      Transmission Plant
              
              
              64
              
              
              
              65
              
              
              
              128
              
              
              
              128Special
      Discounts
              
              
              70
              
              
              
              70
              
              
              
              140
              
              
              
              140Total
      Stranded Costs
              
              $
              2,728
              
              
              $
              2,647
              
              
              $
              5,456
              
              
              $
              5,451
 
 
 The
stranded cost expenses presented above for both 2008 and 2007 reflect the impact
of MPS’s most recent stranded cost rate case, MPUC Docket No.
2006-506.  The amortization amounts for the rest of 2008 are expected
to remain consistent with the first and second quarters.  The changes
from prior year are a result of the timing of recovery of stranded costs under
the Docket, primarily related to Maine Yankee and deferred fuel.  The
recovery of Maine Yankee in the Docket correlates to Maine Yankee’s cost budget,
which is decreasing over time, while the recovery of deferred fuel is the
levelizing mechanism, which allowed for less amortization of deferred fuel in
2007 than in 2008.
  Unregulated
Utility Services
 
 (in
      thousands except per share amounts)
              
              Period
      Ending June 30, 2008Quarter
              
              
              Six MonthsOperating
      Revenue
              
              $
              2,078
              
              
              $
              3,374Cost
      of Services
              
              
              2,092
              
              
              
              3,210Gross
      Margin
              
              
              (14
              )
              
              
              164Other
      Operating Expenses
              
              
              301
              
              
              
              320Income
      Tax Benefit
              
              
              125
              
              
              
              61Net
      Loss — Unregulated Utility Services
              
              $
              (190
              )
              
              $
              (95
              )Loss
      Per Share from Unregulated Utility Services
              
              $
              (0.11
              )
              
              $
              (0.06
              )
 
 
 Unregulated
Utility Services is comprised of the operations of MAM USG.  The
activity for the quarter includes work performed on two significant wind farm
projects outside of MPS’s service territory, as well as other smaller
projects.  Year to date, these projects have earned approximately
$164,000 of gross margin.  The projects are expected to be completed
during the third and fourth quarters of 2008.
 
 Other
Operating Expenses consist of administrative expenses to support the operations
of MAM USG.  These costs include accounting, legal and business
development.  Other operating expenses also include common costs
allocated from the holding company, MAM.  MAM USG’s share of these
common costs, including deferred directors’ compensation, was $186,000 for the
second quarter of 2008, and $209,000 year to date.
 
 Other
Continuing Operations
 
 Quarters
      Ended
              
              
              Six
      Months EndedJune 30,
              
              
              June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Net
      Loss — Other Continuing Operations (in thousands)
              
              $
              (79
              )
              
              $
              (270
              )
              
              $
              (186
              )
              
              $
              (665
              )Loss
      Per Share from Other Continuing Operations
              
              $
              (0.05
              )
              
              $
              (0.16
              )
              
              $
              (0.11
              )
              
              $
              (0.40
              )
 
 
 Other
continuing operations are the corporate costs of MAM directly associated with
the former unregulated businesses and intercompany eliminations.  The
divestiture of the unregulated software technology and engineering services
operations reduced the costs included in this segment; however, some of these
costs are expected to continue subsequent to the divestiture of the unregulated
operations without other cost reduction or recovery efforts.
  27
  Interest Expense
 
 Interest
expense decreased significantly, down $163,000 for the quarter and $269,000 for
the year to date in 2008, compared to 2007, as a result of the repayment of
debt.  Nearly $6.5 million of short- and long-term debt has been
repaid during the first six months of 2008, including MAM’s term note with Bank
of America and MPS’s 1998 FAME Notes.
 
 The
offsetting stranded cost carrying charges are slightly lower in 2008 than in
2007, down $39,000 for the quarter and $93,000 for the year to date, as a result
of the decreasing stranded cost asset balance.  This trend will
continue during the stranded cost recovery period.
 
 Income
Tax Expense / Benefit
 
 Regulated
income tax expense was $127,000 less in the second quarter of 2008 than the
second quarter of 2007, as a result of lower earnings at
MPS.  Year-to-date regulated income tax expense is down $80,000, also
do to lower earning in the segment year-over-year, and a slight reduction in the
effective income tax rate.
 
 The
benefit of unregulated income taxes was $175,000 for the quarter ended June 30,
2008, compared to $181,000 for the same quarter of 2007.  Year to
date, the income tax benefit from continuing unregulated operations was $245,000
less than prior year, due to lower costs.
 
 The
benefit of income taxes from discontinued operations was also down for the
quarter and year to date, due to the minimal impact of discontinued operations
on net income in 2008.
 
 Taxes
Other Than Income
 
 Taxes
other than income are primarily payroll and property taxes.  For both
the quarter and year to date 2008, compared to 2007, there were no material
changes in taxes other than income.
 
 Off-Balance
Sheet Arrangements and Financial Information System Hosting
Agreement
 
 Please
refer to Note 8 of the financial statements.
 
 Liquidity
and Capital Resources
  MAM has
continued the trend of improving its liquidity position demonstrated in 2007 and
the first quarter of 2008.  In the six months ended June 30, 2008, we
have reduced our consolidated short-term debt by $2.4 million, and long-term
debt by $4.1 million.  This includes the repayment of all but $1.2
million of debt incurred in the discontinued unregulated engineering and
software technology acquisitions and operations.  We have also
substantially improved our cash flow from operating activities, which increased
by $2.9 million or 52.6% year-over-year due to favorable differences in net
income and accounts payable, and other changes.
 
 The
Company’s cash and cash equivalents as of June 30, 2008, were $1.6 million, up
from $910,000 at December 31, 2007.  The “Statements of Consolidated
Cash Flows” of the Company’s Consolidated Financial Statements, as presented in
Part I, Item 1 of this Form 10-Q, reflects the Company’s sources and uses of
capital.
 
 Cash flow
provided by operating activities for the first six months of 2008 was $8.4
million, compared to $5.5 million in the first six months of
2007.  The increase in net income of $924,000 from the first two
quarters of 2007 to the first two quarters of 2008 and the increase in accounts
payable, as a result of higher accruals at June 30, 2008, than December 31,
2007, for the MPC project and construction season, were the largest factors in
the increase in operating cash flow period-over-period.  Net cash flow
provided by operating activities was reduced the first half of 2008, compared to
the first half of 2007, by $1.1 million from the change in accounts receivable
and unbilled revenue.
 
 Cash flow
used for financing included the repayment of short- and long-term debt totaling
$6.5 million in the first six months of 2008.  Cash flow used for
financing activities for the first six months of 2007 totaled $4.1 million, as
long- and short-term debt was reduced.
 
 Cash flow
used for investing activities for the first half of 2008 was $1.2
million.  The $4.2 million use of cash for investments in fixed assets
was mitigated by the change in restricted investments which provided cash flows
from the capital reserve account upon final payment of the 1998 FAME Notes
obligation.  For the first six months of 2007, cash flow used for
investing activity totaled $925,000.  The $2.6 million investment in
fixed assets was offset by $1.8 million of proceeds from the sale of
discontinued operations.  Approximately $187,000 was used in the first
six months of 2007 for settlement of the stock contingencies associated with
acquisitions in 2003 and 2004.  The final stock contingency
obligations from TMG acquisitions were settled in September
2007.
  28
  In
accordance with rate stipulations approved by the MPUC, for ratemaking purposes,
MPS is required to maintain a capital structure not to include more than 51%
common equity for the determination of delivery rates.   Also, in
the order approving the reorganization of MPS and the formation of MAM, the
parties stipulated to several restrictions on the capital structure of MPS and
MPS’s ability to make dividend payments to MAM.  As of June 30, 2008,
MPS is in compliance with these conditions.
  MAM and
certain of its subsidiaries are subject to financial and other covenants, such
as debt service coverage and earnings before interest and taxes ratios. In the
event of a default, the various lenders could require immediate repayment of the
debt. A default could also trigger increases in interest rates, difficulty
obtaining other sources of financings and cross-default provisions within the
debt agreements.  MAM and its subsidiaries are in compliance with all
debt covenants as of June 30, 2008.
 
 In
February 2008, MPS reached terms on amendments to its debt agreements with Bank
of America.  These amendments were approved by the MPUC on May 1,
2008, and formalized and implemented effective May 2, 2008. The amendments
include various reductions in interest rates on the lines of credit and
decreased letter of credit fees on the MPS financing with Bank of America. The
letter of credit fees are estimated to save $555,000 over the remaining term of
the bonds, through 2021. The savings related to the interest rate reductions on
the lines of credit are dependent on the level of borrowing under those
lines.  MAM USG also executed a $500,000 line of credit with Bank of
America, effective in early May 2008.  This line of credit is
guaranteed by MAM, and will be used to fund working capital needs.
 
 Regulatory
Proceedings
 
 For
regulatory proceedings, see Part II, Item 1, “Legal Proceedings,” which is
incorporated in this section by this reference.
 
 Item 3.  Quantitative and Qualitative
Disclosures about Market Risk
 
 Item not
required from smaller reporting companies.
 
 Item
4T. Controls and Procedures
 
 The
principal executive officer and principal financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by this report.  "Disclosure controls and
procedures" are controls and other procedures of a company that are designed to
ensure that information required to be disclosed by the company in the reports
that it files or submits under the Securities Exchange Act of 1934, within the
time periods specified in the SEC rules and forms, is recorded, processed,
summarized and reported, and is accumulated and communicated to the Company's
Management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.  Based on their evaluation, the Company’s principal
executive officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective.
 
 We
maintain a system of internal control over financial reporting designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
There was no change in our internal control over financial reporting that
occurred during the most recent fiscal quarter that materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
  29
  PART II. OTHER INFORMATION
 
  Item 1. Legal
Proceedings
  Federal
Energy Regulatory Commission 2008 Open Access Transmission Tariff Formula Rate
Filing
  On June
16, 2008, MPS filed its updated rates under the 2008 Open Access Transmission
Tariff (“OATT”) formula pursuant to Docket ER00-1053 for both wholesale and
retail customers. The revenue decreases were approximately $230,000 or 28% for
wholesale customers, effective June 1, 2008, and $670,000 or 18% for retail
customers, effective July 1, 2008.  The decrease is primarily
associated with wheeling revenue collected from generators exporting electricity
off the MPS system during 2007.
  Federal
Energy Regulatory Commission 2007 Open Access Transmission Tariff Formula Rate
Filing
  On
May 21, 2007, MPS filed its updated rates under the 2007 OATT formula
pursuant to Docket ER00-1053 for both wholesale and retail customers. The
revenue increases were approximately $54,000 for wholesale customers, effective
June 1, 2007, and $345,000 for retail customers, effective July 1,
2007.  FERC approved the 2007 OATT settlement in their June 27, 2008
Order, with no material change to the rates in the original filing.
  MPS
and CMP File with FERC for Incentive Rate Treatment on MPC Line
  In their
filing on July 18, 2008, MPS and Central Maine Power Company (“CMP”) jointly
filed with FERC for incentive rate treatment on their Maine Power Connection
(“MPC”) transmission line project (the “Project”), a proposed 200-mile 345
kilovolt transmission line and new and upgraded substations.  For MPS,
the incentive rate treatment requested was 150 basis points above our current
10.5% return on equity for transmission.  Additionally, in the event
the Project is cancelled, MPS and CMP are seeking authorization to recover costs
related to the abandonment of the Project.  MPS has currently deferred
approximately $270,000 of costs associated with the Project, reported in the
Consolidated Balance Sheet at “Other Assets.”  The filing requested
that FERC issue a decision by September 18, 2008.  The decision in
this filing cannot be predicted.
  Also
within this filing, MPS and CMP noted the cost of the Project is currently
estimated at $625 million, with MPS’s investment estimated at $187 million, or
30%.  These are preliminary estimates of both the total project cost
and MPS’s investment; actual cost and investment is dependent on many factors
and could be materially higher or lower.
  MPS
and CMP File with MPUC for Certificate of Public Convenience and
Necessity
  On July
1, 2008, MPS and CMP jointly filed for a Certificate of Public Convenience and
Necessity (“CPCN”) under MPUC Docket No. 2008-256 related to the MPC
transmission line.  The Certificate process is expected to take at
least six months.
 
 Progress
continues to be made on the transmission line studies. Preliminary economic
studies are favorable for the Project. MPS and CMP have signed an amended
Memorandum of Understanding (“MOU”) and are currently working to finalize a
Joint Development Agreement with CMP.
  MPUC
Investigation of Maine Utilities Continued Participation in ISO-NE
  On April
8, 2008, the MPUC initiated an investigation in Docket No. 2008-156 of Maine
utilities continued participation in ISO New England (“ISO-NE”) and the New
England Regional Transmission Organization.  MPS is not currently a
member of ISO-NE.  However, as noted in the Stakeholder Initiative
Regarding the Competitiveness and Reliability of the Northern Maine Power Grid
discussed above, the Company has requested to become a member of ISO-NE if
certain conditions are met.  MPS will be an active participant in this
Docket.
  Stakeholder
Initiative Regarding the Competitiveness and Reliability of the Northern Maine
Power Grid
  On
November 16, 2006, the MPUC issued an Order in Docket No. 2006-513
concluding that northern Maine lacks a competitive power market. In an effort to
deal with this lack of competition and the system reliability issues raised by
the Company’s unsuccessful bid to secure a certificate for the construction of a
new transmission line, the MPUC held a three-day stakeholders conference in
December 2006, in an attempt to resolve, on a collaborative basis, the issues
raised in these cases. As a result of this effort, two parallel initiatives have
been launched:
  (a)
Stakeholders were asked to develop a protocol allowing for the possibility of
generation suppliers obtaining long-term power delivery commitments through the
Standard Offer process and not through the Company. This could encourage the
construction of new generation in the Company’s service territory, and/or secure
the availability of existing on-system generating sources on a long-term
(multi-year) basis.  In September 2007, the MPUC provided a Report to
the Maine Legislature stating that “a long-term standard offer solicitation,
without a transmission line development component, is not sufficiently likely to
address the lack of competition in the area and may be
counterproductive.”  At this time, the Company cannot predict whether
all of the stakeholders will reach agreement on any such protocol initiative, or
whether it will be finalized and accepted by the MPUC;
  30
  (b)
Stakeholders were asked to address the feasibility of one or more proposals for
transmission projects interconnecting the northern Maine grid with the ISO-NE
grid, possibly by means of a tap into the MEPCO 345 kV transmission line that
connects the high voltage systems of Maine and New Brunswick,
Canada.
  On
July 26, 2007, MPS and CMP, pursuant to Section II 46-48 of the ISO-NE
OATT, requested that ISO-NE study a transmission upgrade that would interconnect
MPS with the ISO-NE operated transmission system. The preliminary study results
indicate there would be economic and reliability benefits for Maine and the
entire New England region as a result of constructing a new high-voltage
transmission line that would interconnect MPS with ISO-NE. Accordingly, while
the results remain preliminary, MPS and CMP filed with the MPUC on July 1, 2008,
for approval of the siting of the new line.
  Coincident
with this effort, on February 26, 2008, MPS conditionally requested
ISO-NE’s consent for MPS to become a member of ISO-NE, more specifically an
Additional Participating Transmission Owner as set forth in Section 11.05
of the Transmission Operating Agreement. The request was conditioned on a number
of significant factors and necessary approvals, including (a) that the
costs of new line and portions of MPS’s existing transmission system be included
in New England regional rates in a manner such that northern Maine consumers
will obtain economic benefits from joining ISO-NE that outweigh the costs to
them; (b) that the new line be constructed, energized and included in the
ISO-NE Regional Network Service transmission rate; and (c) that the MPUC
grant a Certificate of Public Convenience and Necessity for the project and
concur with MPS becoming an Additional Participating Transmission
Owner.
  On April
11, 2008, MPS petitioned the MPUC to terminate MPUC Docket No.
2006-513.  The MPUC has not acted on this petition, and MPS cannot
predict whether any additional activity will occur in this Docket.
 
 Item
1A.  Risk Factors
 
 The Risk
Factors identified in Item 1A. of MAM’s 2007 Form 10-K and updated in Item 1A.
of MAM’s March 31, 2008 Form 10-Q are incorporated herein by
reference.  The following risk factors include new risk factors
identified during the quarter, as well as risk factors that have changed
materially since year-end.
 
 Construction
of New Transmission Facilities
 
 MPS,
working with CMP, is seeking to develop a 345 kV transmission line to connect
northern Maine to the ISO-NE control area, together with related system
upgrades.  MPS expects this line, if built, will increase reliability
and competition and meet new load growth requirements from potential renewable
generation projects.  This project is being undertaken coincident with
an on-going system impact study at ISO-NE, which was triggered by
interconnection requests in connection with proposed new generation
projects.  Local, state and federal regulatory approvals and permits
are required for this project.  We may or may not be able to obtain
the approvals required for this proposed transmission project.  The
project is also dependent on the development of additional generation and the
needs of generators in our service territory.  Other factors, such as
cost and availability of materials, labor and subcontractors may increase the
cost of the project or delay its completion.  On July 18, 2008, MPS
and CMP jointly filed with FERC for incentive rate treatment on their MPC
transmission line. Additionally, in the event the Project is cancelled, MPS and
CMP are seeking authorization to recover costs related to the abandonment of the
Project.
 
 MPS has
submitted notice to ISO-NE that, subject to certain conditions, it will seek to
become a member of ISO-NE.  Among the conditions is the requirement
that the cost of the transmission project be included in the ISO-NE regional
transmission rates.  The Company cannot predict the outcome of this
request, and it is possible that the conditions necessary for membership will
not be met.
 
 Financing
Risk for New Transmission Facilities
 
 The
Company will be seeking financing for the new transmission facilities referenced
above.  As noted above, MPS’s investment obligation is currently
estimated at $184 million.  There can be no assurance that the Company
will be able to raise that amount of money, given, among other factors, (a) the
uncertainty of financial markets, which is currently greater than
normal,  and (b) the fact that the amount to be financed is greater
than the total assets of the Company (i. e., without any reduction for
liabilities), which, as of June 30, 2008, are $131
million,   Other financing risks, including the type and cost of
financing, are also risks in the development of this line.
  Competitive
Conditions
  Except
for consumers served by municipal electric utilities within MPS’s service area,
MPS has a nearly exclusive franchise to deliver electric energy in its service
territory. MPS has little exposure to risk from competition.
  31
  MAM USG
operates in competitive markets and does not have an exclusive franchise.
Competition for contracts comes from local and regional electrical engineering
firms.
  Maricor
Properties Ltd, Cornwallis Court Developments Ltd and Mecel Properties Ltd
competed in the open market for tenants for facilities owned and operated by
these subsidiaries. With the sale of MAM’s interest in Maricor Properties on
March 31, 2008, and the sale of the Mecel building on May 30, 2008, the Company
no longer participates in this market.
  Final
Settlement of Remaining Obligations
  There are
certain liabilities which remain from either the operations or sales and
closures of the unregulated engineering and software companies. MAM has
estimated these remaining obligations and accrued for the remaining payment to
the former Pace principals due in 2009, and insurance deductibles for expected
claims. These accruals reflect the best information available at the time of
filing; however, actual results may vary materially from our
estimates.  The Company has mitigated these risks through continuing
insurance coverage.
  Divestiture
of Unregulated Real Estate
  MAM
divested its unregulated real estate investments in the first and second
quarters of 2008, earning a $2,000 net gain on the sales.  MAM no
longer has risk associated with the divestitures.
  Foreign
Operations
  Mecel
Properties and Maricor Properties, including its subsidiary Cornwallis, operated
in Canada.  MAM divested its interest in Maricor Properties March 31,
2008, and the Mecel building in May 2008.  MAM no longer has active
operations in Canada, largely mitigating this risk.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None.
 
 Item 3.
Defaults upon Senior Securities
 
 None
 
 Item 4.
Submission of Matters to a Vote of Security Holders
 
 At the
2008 Annual Meeting of the Stockholders of Maine & Maritimes Corporation
held on May 13, 2008, three matters were voted upon.
 
 First,
the election of the following directors for terms ending in 2011, with the
following result:
 
 For
              
              
              Withheld
              
              
              Total Shares VotedBrent
      M. Boyles
              
              
              1,514,631
              
              
              
              26,492
              
              
              
              1,541,123D.
      James Daigle
              
              
              1,513,412
              
              
              
              27,711
              
              
              
              1,541,123Deborah
      L. Gallant
              
              
              1,514,605
              
              
              
              26,518
              
              
              
              1,541,123Lance
      A. Smith
              
              
              1,514,907
              
              
              
              26,216
              
              
              
              1,541,123
 
 
 Second,
shareholders were asked to approve the 2008 Stock Plan.  The 2008
Stock Plan was approved, with the following vote:
 
 
 Number of VotesFor
      the Proposal
              
              
              873,326Against
      the Proposal
              
              
              260,536Abstentions
              
              
              8,459
 
 
 Third,
the ratification of the appointment of Vitale, Caturano & Company as the
Company’s independent auditors for the fiscal year ended December 31, 2008, as
appointed by the Board of Directors, was submitted to the shareholders for
approval.  The vote results were as follows:
  32
  
 Number of VotesFor
      the Proposal
              
              
              1,522,831Against
      the Proposal
              
              
              12,678Abstentions
              
              
              5,614
 
 
 Item 5. Other
Information
 
 None
 
 Item 6.
Exhibits
 
 The
following exhibits are attached:
 
 ·
              Exhibit 31 Rule 13a-14(a)/15d-14(a)
      Certifications
 
 ·
              Exhibit 32 Certification of Financial Reports Pursuant
      to 18 USC Section 1350
  33
  SIGNATURE
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 MAINE
& MARITIMES CORPORATION
 (Registrant)
 
 Date: 
August 8, 2008
 
 /s/ Randi
J. Arthurs
 ________________
 Randi J.
Arthurs
 Vice
President Accounting, Controller
 and
Assistant Treasurer






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