CAMBRIDGE ELECTRIC LIGHT CO
10-Q, 1995-08-14
ELECTRIC SERVICES
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<PAGE 1>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549-1004

                                   Form 10-Q

(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1995

                                      OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

       For the transition period from _______________ to _______________

                         Commission file number 2-7909

                       CAMBRIDGE ELECTRIC LIGHT COMPANY          
            (Exact name of registrant as specified in its charter)

         Massachusetts                                    04-1144610    
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

One Main Street, Cambridge, Massachusetts                 02142-9150
(Address of principal executive offices)                  (Zip Code)

                                (617) 225-4000                  
             (Registrant's telephone number, including area code)

                                                                       
  (Former name, address and fiscal year, if changed since last report.)

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                               Outstanding at
           Class of Common Stock                August 1, 1995 
        Common Stock, $25 par value            346,600 shares

The Company meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-K as a wholly-owned subsidiary and is therefore filing this
Form with the reduced disclosure format.
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<PAGE 2>

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                           CONDENSED BALANCE SHEETS

                      JUNE 30, 1995 AND DECEMBER 31, 1994

                                    ASSETS

                                  (Unaudited)



                                                   June 30,     December 31,
                                                     1995           1994    
                                                    (Dollars in Thousands)

PROPERTY, PLANT AND EQUIPMENT, at original cost    $152 417        $148 855
  Less - Accumulated depreciation                    57 692          55 618
                                                     94 725          93 237
  Add - Construction work in progress                 2 657           3 541
                                                     97 382          96 778

INVESTMENTS
  Equity in nuclear electric power companies          9 304           9 164
  Other                                                   5               5
                                                      9 309           9 169

CURRENT ASSETS
  Cash                                                  272             376
  Accounts receivable
    Affiliates                                          906             917
    Customers                                        11 393           9 835
  Unbilled revenues                                   3 411           3 088
  Prepaid property taxes                                -             1 702
  Inventories and other                               1 745           2 111
                                                     17 727          18 029

DEFERRED CHARGES
  Yankee Atomic purchased power contract              7 186           8 163
  Other                                               6 320           5 570
                                                     13 506          13 733

                                                   $137 924        $137 709
<PAGE>
<PAGE 3>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                           CONDENSED BALANCE SHEETS

                      JUNE 30, 1995 AND DECEMBER 31, 1994

                        CAPITALIZATION AND LIABILITIES

                                  (Unaudited)


                                                   June 30,     December 31,
                                                     1995           1994    
                                                    (Dollars in Thousands)
CAPITALIZATION
  Common Equity -
    Common stock, $25 par value -
      Authorized and outstanding -
        346,600 shares, wholly-owned by
        Commonwealth Energy System (Parent)        $  8 665        $  8 665
    Amounts paid in excess of par value              27 953          27 953
    Retained earnings                                 7 547           7 166
                                                     44 165          43 784
  Long-term debt, including premiums, less
    current sinking fund requirements                21 866          42 027
                                                     66 031          85 811
CURRENT LIABILITIES
  Interim Financing -
    Notes payable to banks                              -             2 175
    Maturing long-term debt                          20 000             -  
    Advances from affiliates                          7 275             550
                                                     27 275           2 725

  Other Current Liabilities -
    Current sinking fund requirements                   160             160
    Accounts payable
      Affiliates                                      3 750           4 212
      Other                                           6 392           8 359
    Accrued taxes - 
      Local property and other                           24           1 711
      Income                                            147             667
    Accrued interest                                  1 008             994
    Other                                             3 332           1 878
                                                     14 813          17 981
                                                     42 088          20 706
DEFERRED CREDITS
  Accumulated deferred income taxes                  12 941          12 639
  Unamortized investment tax credits                  1 987           2 035
  Yankee Atomic purchased power contract              7 186           8 163
  Other                                               7 691           8 355
                                                     29 805          31 192
COMMITMENTS AND CONTINGENCIES

                                                   $137 924        $137 709

                            See accompanying notes.
<PAGE>
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)



                                    Three Months Ended     Six Months Ended
                                      1995      1994        1995      1994
                                             (Dollars in Thousands)

ELECTRIC OPERATING REVENUES          $30 787   $31 659     $61 113   $64 880

OPERATING EXPENSES
  Electricity purchased for resale,
    transmission and fuel             19 217    20 452      40 294    42 634
  Other operation and maintenance      6 460     6 163      12 339    12 099
  Depreciation                         1 038     1 017       2 076     2 034
  Taxes -
    Income                               677       756         772     1 581
    Local property                       745       713       1 517     1 438
    Payroll and other                    205       183         462       425
                                      28 342    29 284      57 460    60 211

OPERATING INCOME                       2 445     2 375       3 653     4 669

OTHER INCOME                              66        45         285       375

INCOME BEFORE INTEREST CHARGES         2 511     2 420       3 938     5 044

INTEREST CHARGES
  Long-term debt                         945       948       1 891     1 897
  Other interest charges                 219        62         313       175
  Allowance for borrowed funds
    used during construction             (26)      (13)        (51)       (5)
                                       1 138       997       2 153     2 067

NET INCOME                             1 373     1 423       1 785     2 977

RETAINED EARNINGS -
  Beginning of period                  6 573     7 712       7 166     7 056
  Dividends on common stock             (399)   (1 074)     (1 404)   (1 972)

RETAINED EARNINGS -
  End of period                      $ 7 547   $ 8 061     $ 7 547   $ 8 061








                            See accompanying notes.
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<PAGE 5>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                      CONDENSED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)



                                                        1995         1994
                                                      (Dollars in Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                           $ 1 785     $ 2 977
  Effects of noncash items -
    Depreciation and amortization                        2 202       2 177
    Deferred income taxes and investment tax
      credits, net                                           7         941
    Earnings from corporate joint ventures                (542)       (577)
  Dividends from corporate joint ventures                  402         360
  Change in working capital, exclusive of cash and
    interim financing                                   (2 970)        (83)
  All other operating items                             (1 202)     (2 603)
Net cash provided by (used for)
  operating activities                                    (318)      3 192

CASH FLOWS FOR INVESTING ACTIVITIES
  Additions to property, plant and equipment
    (exclusive of AFUDC)                                (2 720)     (1 307)
  Allowance for borrowed funds used during
    construction                                           (51)         (5)
Net cash used for investing activities                  (2 771)     (1 312)

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of dividends                                  (1 404)     (1 972)
  Payment of short-term borrowings                      (2 175)     (2 000)
  Advances from affiliates                               6 725       1 040
  Sinking funds payments                                  (161)       (162)
Net cash provided by (used for)
  financing activities                                   2 985      (3 094)

Net decrease in cash                                      (104)     (1 214)
Cash at beginning of period                                376       1 624
Cash at end of period                                  $   272     $   410


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest (net of capitalized amounts)              $ 2 016     $ 1 893
    Income taxes                                       $ 1 492     $   716




                            See accompanying notes.
<PAGE>
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1) Accounting Policies

    Cambridge Electric Light Company (the Company) is a wholly-owned subsid-
  iary of Commonwealth Energy System.  The parent company is referred to in
  this report as the "System" and together with its subsidiaries is collec-
  tively referred to as "the system."

    The Company's significant accounting policies are described in Note 1 of
  Notes to Financial Statements included in its 1994 Annual Report on       
  Form 10-K filed with the Securities and Exchange Commission.  For interim
  reporting purposes, the Company follows these same basic accounting policies
  but considers each interim period as an integral part of an annual period
  and makes allocations of certain expenses to interim periods based upon
  estimates of such expenses for the year.

    The Company has established various regulatory assets in cases where the
  Massachusetts Department of Public Utilities (DPU) and/or the Federal Energy
  Regulatory Commission have permitted or are expected to permit recovery of
  specific costs over time.  Similarly, certain regulatory liabilities estab-
  lished by the Company are required to be refunded to its customers over
  time.  In March 1995, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 121, "Accounting for the
  Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
  (SFAS 121).  SFAS 121 imposes stricter criteria for regulatory assets by
  requiring that such assets be probable of future recovery at each balance
  sheet date.  Based on the current regulatory framework, the Company accounts
  for the economic effects of regulation in accordance with the provisions of
  SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" and
  does not expect that SFAS 121, which the Company expects to adopt on January
  1, 1996, will have a material impact on its financial position or results of
  operations.  However, this conclusion may change in the future if changes
  are made in the current regulatory framework or as competitive factors
  influence wholesale and retail pricing in this industry.  The principal
  regulatory assets included in deferred charges at June 30, 1995 and December
  31, 1994 were as follows:

                                                  June 30,     December 31,
                                                    1995           1994    
                                                   (Dollars in Thousands)
    Yankee Atomic unrecovered plant and
      decommissioning costs                        $ 7 186        $ 8 163
    Postretirement benefit costs including
      pensions                                       2 637          2 304
    Other                                            1 223            763
    Total regulatory assets                        $11 046        $11 230

      The principle regulatory liabilities, reflected in the accompanying
  balance sheets and relating to deferred income taxes were $5 million at June
  30, 1995 and $3.7 million at December 31, 1994.

      Income tax expense is recorded using the statutory rates in effect
  applied to book income subject to tax recorded in the interim period.
<PAGE>
<PAGE 7>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

      The unaudited financial statements for the periods ended June 30, 1995
  and 1994 reflect, in the opinion of the Company, all adjustments (consisting
  of only normal recurring accruals) necessary to summarize fairly the results
  for such periods.  In addition, certain prior period amounts are reclass-
  ified from time to time to conform with the presentation used in the current
  period's financial statements.

      The results for interim periods are not necessarily indicative of
  results for the entire year because of seasonal variations in the consump-
  tion of energy.

(2)   Commitments and Contingencies

      (a) Construction Program

      The Company is engaged in a continuous construction program presently
  estimated at $33.7 million for the five-year period 1995 through 1999.  Of
  that amount, $9.3 million is estimated for 1995, the majority of which is
  scheduled to be expended in the second half of the year.  As of June 30,
  1995 the Company's actual construction expenditures amounted to $2.8
  million, including an allowance for funds used during construction.  The
  Company expects to finance these expenditures on an interim basis with
  internally generated funds and short-term borrowings which are ultimately
  expected to be repaid with the proceeds from sales of long-term debt and
  equity securities.

      The program is subject to periodic review and revision because of
  factors such as changes in business conditions, rates of customer growth,
  effects of inflation, maintenance of reliable and safe service, equipment
  delivery schedules, licensing delays, availability and cost of capital and
  environmental regulations.

      (b) Decommissioning of Nuclear Power Plants

          Yankee Atomic Nuclear Power Plant

      In February 1992, the Board of Directors of Yankee Atomic Electric
  Company (Yankee Atomic) agreed to permanently discontinue power operation
  and decommission the Yankee Nuclear Power Station (the Plant).  The Company
  has a 2% ownership interest in Yankee Atomic, which provided less than 1% of
  the Company's capacity.  Presently, purchased power costs, which include a
  provision for ultimate decommissioning of the unit, are billed to the
  Company and collected from customers.  The most recent cost estimate to
  permanently shut down the Plant is approximately $396 million.  The
  Company's share of this liability is $7.2 million and is currently reflected
  in the accompanying balance sheets as a liability and corresponding
  regulatory asset.  The market value of the Company's share of assets in the
  Plant's decommissioning fund is approximately $2.2 million.

          Other Nuclear Plants

      The Company also has equity ownership interests ranging from 2.5% to
  4.5% in three operating nuclear generating facilities located in New England
  with contract expiration dates ranging from 2007 to 2012.  The Company is
  obligated to pay its proportionate share of the capacity and energy costs 
<PAGE>
<PAGE 8>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

  associated with these units, which include depreciation, operations and
  maintenance, a return on invested capital and the estimated cost of
  decommissioning the plants at the end of their estimated service lives.  The
  Company's estimated total decommissioning cost and associated market value
  share of decommissioning trust assets for these units is approximately $36
  million and $13.3 million, respectively.

      (c) Maine Yankee Nuclear Power Plant

      One of the operating nuclear generating facilities that the Company has
  an equity ownership interest in, the Maine Yankee Nuclear Power Plant,
  operated by Maine Yankee Atomic Power Company (Maine Yankee), has been
  experiencing degradation of its steam generator tubes, principally in the
  form of circumferential cracking, which until early 1995 was believed to be
  limited to a relatively small number of tubes.  During a refueling and
  maintenance outage that began in early February 1995, Maine Yankee, through
  the use of new inspection methods, detected increased degradation involving
  approximately 60% of the tubes which was well beyond Maine Yankee's
  expectations.

      After carefully evaluating alternative courses of action to remedy this
  situation, Maine Yankee announced in late May that it will begin repairs by
  sleeving all 17,000 steam generator tubes.  This repair technique is a
  proven safe and technologically sound option commonly used in plants
  throughout the United States and the world.  The repairs are estimated to
  cost approximately $40 million including the Company's share of $1.6
  million.  Repairs began in June 1995 and are expected to be completed by the
  end of this year.
<PAGE>
<PAGE 9>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Item 2.   Management's Discussion and Analysis of Results of Operations

  The following is a discussion of certain significant factors which have
affected operating revenues, expenses and net income during the periods
included in the accompanying condensed statements of income.  This discussion
should be read in conjunction with the Notes to Condensed Financial Statements
appearing elsewhere in this report.

  A summary of the period to period changes in the principal items included in
the condensed statements of income for the three and six months ended June 30,
1995 and 1994 and unit sales for these periods is shown below:

                                      Three Months            Six Months
                                     Ended June 30,          Ended June 30,
                                     1995 and 1994           1995 and 1994  
                                              Increase (Decrease)
                                            (Dollars in Thousands)

Electric Operating Revenues         $ (872)    (2.8)%      $(3 767)    (5.8)%

Operating Expenses -
  Electricity purchased for
    resale, transmission and fuel   (1 235)    (6.0)        (2 340)    (5.5)
  Other operation and maintenance      297      4.8            240      2.0
  Depreciation                          21      2.1             42      2.1
  Taxes -
    Local property and other            54      6.0            116      6.2
    Federal and state income           (79)   (10.4)          (809)   (51.2)
                                      (942)    (3.2)        (2 751)    (4.6)

Operating Income                        70      2.9         (1 016)   (21.8)

Other Income                            21     46.7            (90)   (24.0)

Income Before Interest Charges          91      3.8         (1 106)   (21.9)

Interest Charges                       141     14.1             86      4.2

Net Income                          $  (50)    (3.5)       $(1 192)   (40.0)


Unit Sales (MWH)
  Retail                             7 481      2.4         12 533      1.9
  Sales for resale                 (48 497)   (64.7)      (136 287)   (69.3)
    Total unit sales               (41 016)   (10.4)      (123 754)   (14.6)


      The following is a summary of unit sales for the periods indicated:

                                     Unit Sales (MWH)                      
                         Three Months                    Six Months        
Period Ended      Total   Retail   Wholesale     Total   Retail   Wholesale

June 30, 1995    351 925  325 507    26 418     722 737  662 311    60 426
June 30, 1994    392 941  318 026    74 915     846 491  649 778   196 713
<PAGE>
<PAGE 10>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Operating Revenues, Electricity Purchased For Resale, Transmission and Fuel

  For the first six months of 1995, operating revenues decreased $3.8 million
or 5.8% due primarily to declines in wholesale sales, electricity purchased
for resale, transmission, fuel and conservation and load management (C&LM)
costs offset, in part, by higher retail unit sales.  The second quarter
decline in operating revenues of $872,000 or 2.8% was due primarily to a lower
level of wholesale unit sales.

  The DPU has granted approval for the Company to recover in revenues certain
current costs associated with the C&LM programs through a Conservation Charge
decimal on a dollar-for-dollar basis.  To the extent that these expenses
increase or decrease from period to period based on customer participation, a
corresponding change will occur in revenues.  For the first half of 1995,
revenues associated with C&LM charges declined nearly 53% or $333,000.

  Historically, revenues collected through base rates have been designed to
reimburse the Company for all costs of operation other than fuel, the energy
portion of purchased power, transmission and C&LM program costs, and provide a
fair return on capital invested in the business.  However, as a result of a
DPU-mandated recovery mechanism for capacity-related costs associated with
certain long-term purchased power contracts, the Company has experienced a
revenue excess or short fall when unit sales and/or the costs recoverable in
base rates vary from test-period levels.  This issue, which has had a
significant impact on net income, was addressed in a settlement agreement
approved by the DPU in May 1995. (Refer to the "Rate Settlement Agreement"
section for additional details.)  During the second quarter of 1995, as a
result of the settlement, the first quarter's undercollection of $634,000 was
deferred for future recovery.  The impact of this deferral on net income was
approximately $385,000 compared to an after-tax overcollection of $248,000 in
1994.  For the current six-month period, undercollected costs amounted to
$591,000 compared to an overcollection of $1.5 million for the same period in
1994.  There was no impact on net income for the current six-month period due
to the deferral mechanism established in the settlement.  However, for the
same period in 1994, the overcollection led to an $898,000 after-tax impact on
net income.  

  Retail unit sales increased during the current quarter by 2.4% and reflect
improvements in the industrial (4.1%), commercial (2.3%) and residential (2%)
sectors.  For the current six-month period, retail unit sales increased 1.9%
despite a decline in the residential sector that reflects the extremely mild
weather conditions during the first quarter compared to a colder than normal
first quarter in 1994.  The significant decrease in wholesale sales for the
current quarter and six-month period reflects a lower level of sales to the
New England Power Pool due to changes in the Company's capacity needs. 
Fluctuations in the level of wholesale sales have little, if any, impact on
net income.

  Electricity purchased for resale, transmission and fuel costs decreased by
$1.2 million or 6% and $2.3 million or 5.5% for the respective current quarter
and six-month periods due primarily to a combination of both scheduled and
unscheduled maintenance at affiliate Canal Electric Company's Unit 1, reduced
power purchases from an independent power producer and the unscheduled outage
at Maine Yankee.  (See Item 1 of this report.)
<PAGE>
<PAGE 11>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Other Operation and Maintenance

  For the first half of 1995 other operation and maintenance increased
$240,000 due to higher labor and benefit costs ($618,000), higher maintenance
costs associated with Kendall Station and the transmission and distribution
system ($181,000), an increase in the provision for bad debts ($38,000) and
higher affiliated services company charges ($28,000).  These costs were
partially offset by lower C&LM costs ($508,000) and the absence of a reserve
($110,000) recorded in 1994 for the Company's anticipated share of site clean-
up costs that were associated with certain hazardous wastes.  The 4.8%
increase during the second quarter was due primarily to higher labor and
benefit costs ($277,000).

Depreciation and Taxes

  For the current quarter and six-month period, depreciation expense increased
2.1% due to higher levels of depreciable plant.  For the six-month period, the
significant decline in federal and state income taxes (51.2%) was due to a
lower level of pretax income ($2 million).  The 6.2% increase in local
property and other taxes was due to higher rates and assessments ($79,000) and
an increase in payroll-related taxes ($37,000).

Other Income and Interest Charges

  Other income declined approximately $90,000 or 24% during the current six-
month period due primarily to a lower level of equity earnings and the timing
of dividend payments associated with the Company's investment in nuclear
generating companies ($77,000) and a lower level of interest relating to a
Massachusetts sales tax abatement ($56,000).  This decline was offset, in
part, by the partial reversal of a contingency reserve related to certain
costs associated with the Company's C&LM programs ($47,000), the recovery of
which has since been approved by the DPU.

  Interest charges for the current six-month period increased 4.2% due to an
increase in short-term interest expense ($138,000) resulting from a higher
level of short-term borrowings primarily from affiliated companies and higher
interest rates which averaged 6.1% compared to 3.7% for the same period in
1994.  This was offset, somewhat, by an increase in the debt component of
allowance for funds used during construction ($46,000) due to a greater level
of construction activity.  The 14.4% increase during the current quarter was
due primarily to the higher level of short-term borrowings and higher interest
rates.

Regulatory Matters

(a) Rate Settlement Agreement

  On May 1995, the DPU approved a settlement proposal sponsored jointly by the
Company and the Attorney General of Massachusetts which resolved issues
related to cost of service, rates, accounting and generating unit performance
reviews.  The Company's settlement:

    (1) implements a $1.5 million refund to customers through the Fuel Charge
        during the third and fourth quarters of 1995 including its share of
<PAGE>
<PAGE 12>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

        excess deferred tax reserves related to Seabrook Unit No. 1 ($1.3
        million) which Canal refunded to the Company in May;

    (2) allows the Company to defer certain long-term purchased power and
        transmission capacity costs in excess of the amount of such capacity
        costs currently included in the Company's base rates up to an annual
        amount of $2 million for recovery in its next general retail base rate
        proceeding;

    (3) prohibits the Company from seeking recovery of costs it incurred in
        realizing costs savings through a 1993 work force reduction and
        restructuring, totaling approximately $400,000; and

    (4) includes the DPU's withdrawal of all related requests, appeals,
        motions or other issues raised by parties regarding certain generating
        unit performance reviews.

    The Company's management is encouraged by the support provided through the
Office of the Attorney General and believes that this settlement will
eliminate the need for potentially costly litigation and regulatory
proceedings and, by moderating rate impacts and enabling the Company to remain
competitive in a changing environment, is in the best interest of the Company
and its customers.

(b) Rate Tariff Filing

    On March 15, 1995, the Company filed four rate tariffs with the DPU to
establish rates for its largest customers should they decide to generate their
own power or purchase from another source while remaining in Cambridge.  In an
effort to protect its other customers from increased costs, the Company has
requested that these large customers pay their share of the costs that were
incurred on their behalf to ensure that their energy needs will be met at all
times.  These costs include long-term power contracts entered into to meet
projected energy requirements, investments in substations, underground and
overhead lines and current and future decommissioning costs associated with
nuclear plants.  A ruling is expected from the DPU in 1995.

Power Contract Arbitration

    On June 7, 1995, a three-member panel of arbitrators upheld the
termination by the Company of a power contract with Eastern Energy Corporation
(Eastern), the developer of a proposed 300 MW coal-fired plant.  In June 1989,
the Company agreed to buy 11% (33 MW) of the power to be produced by the
proposed plant, originally scheduled to begin operation in January 1992. 
However, in May 1994, the Company gave notice of termination of its power
contract with Eastern based upon its failure to meet the permitting, con-
struction or operation milestones established by the contract, obtain the
required permits, commence construction or sell any additional power from the
proposed plant.  Efforts to reshape the power contract to provide a
satisfactory arrangement were unsuccessful.  In a letter dated June 30, 1994,
Eastern objected to the notice of termination and invoked arbitration seeking
$20.8 million from the Company.  The panel's decision is binding and prevents
Eastern from further litigating or contesting the termination of the contract
in any other forum.  This action is expected to save the Company's customers
approximately $40 million over the next ten years and as much as $90 million
over twenty years.
<PAGE>
<PAGE 13>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

            The Company is subject to legal claims and matters arising from
         its course of business, including its participation in a power
         contract arbitration proceeding involving the Company's decision to
         cancel a power contract with Eastern Energy Corporation which was
         upheld by a binding arbitration panel decision in June 1995 (refer
         to "Power Contract Arbitration" in Part I, Item 2 - "Management's
         Discussion and Analysis of Results of Operations" section of this
         report).

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits

         Exhibit 10 - Material Contracts.

         10.1.28.2  First Amendment, dated November 7, 1994, to Power Sale
                    Agreement by and between the Company and Altresco
                    Pittsfield, L.P. dated February 20, 1992 (Filed herewith
                    as Exhibit 2).

         Exhibit 27 - Financial Data Schedule.

                    Filed herewith as Exhibit 1 is the Financial Data
                    Schedule for the six months ended June 30, 1995.

   (b)   Reports on Form 8-K

         No reports on Form 8-K were filed during the three months ended
         June 30, 1995.
<PAGE>
<PAGE 14>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                                  SIGNATURES


   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.



                                          CAMBRIDGE ELECTRIC LIGHT COMPANY
                                                    (Registrant)


                                          Principal Financial Officer:



                                          JAMES D. RAPPOLI                 
                                          James D. Rappoli,
                                          Financial Vice President
                                            and Treasurer


                                          Principal Accounting Officer:



                                          JOHN A. WHALEN                  
                                          John A. Whalen,
                                          Comptroller


Date:   August 14, 1995


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet, statement of income and statement of cash flows contained in
Form 10-Q of Cambridge Electric Light Company for the six months ended June
30, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000016573
<NAME> CAMBRIDGE ELECTRIC LIGHT COMPANY
<MULTIPLIER> 1,000
       
<S>                            <C>
<FISCAL-YEAR-END>              DEC-31-1995
<PERIOD-END>                   JUN-30-1995
<PERIOD-TYPE>                        6-MOS
<BOOK-VALUE>                      PER-BOOK
<TOTAL-NET-UTILITY-PLANT>           97,382
<OTHER-PROPERTY-AND-INVEST>          9,309
<TOTAL-CURRENT-ASSETS>              17,727
<TOTAL-DEFERRED-CHARGES>            13,506
<OTHER-ASSETS>                           0
<TOTAL-ASSETS>                     137,924
<COMMON>                             8,665
<CAPITAL-SURPLUS-PAID-IN>           27,953
<RETAINED-EARNINGS>                  7,547
<TOTAL-COMMON-STOCKHOLDERS-EQ>      44,165
                    0
                              0
<LONG-TERM-DEBT-NET>                21,866
<SHORT-TERM-NOTES>                   7,275
<LONG-TERM-NOTES-PAYABLE>                0
<COMMERCIAL-PAPER-OBLIGATIONS>           0
<LONG-TERM-DEBT-CURRENT-PORT>       20,160
                0
<CAPITAL-LEASE-OBLIGATIONS>              0
<LEASES-CURRENT>                         0
<OTHER-ITEMS-CAPITAL-AND-LIAB>      44,458
<TOT-CAPITALIZATION-AND-LIAB>      137,924
<GROSS-OPERATING-REVENUE>           61,113
<INCOME-TAX-EXPENSE>                   772
<OTHER-OPERATING-EXPENSES>          56,688
<TOTAL-OPERATING-EXPENSES>          57,460
<OPERATING-INCOME-LOSS>              3,653
<OTHER-INCOME-NET>                     285
<INCOME-BEFORE-INTEREST-EXPEN>       3,938
<TOTAL-INTEREST-EXPENSE>             2,153
<NET-INCOME>                         1,785
              0
<EARNINGS-AVAILABLE-FOR-COMM>        1,785
<COMMON-STOCK-DIVIDENDS>             1,404
<TOTAL-INTEREST-ON-BONDS>            1,891
<CASH-FLOW-OPERATIONS>                (318)
<EPS-PRIMARY>                            0
<EPS-DILUTED>                            0
        


</TABLE>

<PAGE 1>
                                                                  EXHIBIT 2

                       AMENDMENT TO POWER SALE AGREEMENT
                BY AND BETWEEN CAMBRIDGE ELECTRIC LIGHT COMPANY
                         AND ALTRESCO PITTSFIELD, L.P.


AMENDMENT dated as of this 7th day of November 1994, by and between Cambridge
Electric Light Company, a Massachusetts corporation with a usual place of
business at 2421 Cranberry Highway, Wareham, Massachusetts ("Company") and
Altresco Pittsfield, L.P., a Delaware limited partnership with a principal
place of business at One Bowdoin Square, Boston, Massachusetts ("Seller"), to
the Power Sale Agreement dated February 20, 1992 ("Agreement").

WHEREAS the Company, pursuant to the Agreement and subject specifically to the
provisions contained in Article 2.1 of the Agreement, purchases 17.2 percent
of the electricity produced by the Seller's electric cogeneration facility,
which is capable of generating approximately one-hundred sixty (160) megawatts
("MW") of electricity and which is located at a site owned by General Electric
in Pittsfield, Massachusetts (the "Facility" or "Unit"); and

WHEREAS, the Total Purchase Price for electricity purchased by the Company
pursuant to Section 1 of Appendix B of the Agreement includes a component
known as the Monthly Energy Charge, which component is defined in Section 3 of
Appendix B of the Agreement; and

WHEREAS, the Monthly Energy Charge is calculated, in part, by reference to the
Tennessee Gas Pipeline Company's ("Tennessee") Current Average Cost of
Purchased Gas, also known as the Weighted Average Cost of Gas ("WACOG"), or
its successor index, as specified in Tennessee's approved Federal Energy
Regulatory Commission ("FERC") Gas Tariff; and

WHEREAS, Tennessee's WACOG ceased to be available as of July, 1992 as a
consequence of the restructuring of Tennessee's services pursuant to FERC
Order No. 636, and no successor index to Tennessee's WACOG exists; and

WHEREAS, the Company and the Seller have agreed upon the terms of an index to
replace Tennessee's WACOG for purposes of calculating the Monthly Energy
Charge, and desire to execute this Amendment for purposes of memorializing
their agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the
Company and the Seller agree as follows:

1.    Unless otherwise defined herein, capitalized terms shall have the same
      meaning given to them in the Agreement.

2.    For the purposes of determining the Monthly Energy Charge as defined in
      Section 3 of Appendix B of the Agreement, the first sentence of said
      section shall be deleted in its entirety and the following shall be
      substituted in place thereof:

The Monthly Energy Charge shall be equal to the product of (i) the Delivered
Energy and (ii) the Kilowatthour Charge,

      where the Kilowatthour Charge is equal to the product of (i) one and
      thirty-six hundredths cents per kilowatthour ($0.0136/kWh) and (ii) an
      index factor represented by the quantity M/N,
<PAGE>
<PAGE 2>

         where M shall be equal to the monthly weighted average sum of the
         following three fuel components, each expressed in U.S. dollars per
         MMBtu:

         (a)  50% weighting for the monthly average of the daily quotes
              during the Billing Period for No. 6 residual 2.2% sulfur fuel
              oil as listed in Platt's Oilgram under the heading "Estimated
              New York Harbor Spot Price," using the low cargo quotation, and
              assuming 6.3 MMBtu per barrel; and

         (b)  40% weighting for the average of the T2 spot price for each of
              the twelve (12) months immediately preceding the Billing Peri-
              od, where the T2 spot price for any month shall be equal to the
              arithmetic average of the following six indices for such month:
              the Louisiana & Offshore (zone 1 ) and Texas (zone 0) indices
              for Tennessee and the East Louisiana, West Louisiana, East
              Texas and South Texas indices for the Texas Eastern Transmis-
              sion Corporation, or their successor indices, each as published
              in the first of the month edition of Inside F.E.R.C.'s Gas
              Market Report, by reference to the table entitled "Prices of
              Spot Gas Delivered to Pipelines...," provided that at least
              four of the six indices, or their successor indices, are so
              published for any month, and if at least four of the six indi-
              ces are not so published for any month, the parties shall
              determine mutually acceptable substitute indices to use for the
              calculation of the T2 spot price; and

         (c)  10% weighting for New England Power Company's weighted average
              delivered cost of coal as reported in the most recently submit-
              ted FERC Form 423 for New England Power Company from time to
              time, and

         where N is $1.81/MMBtu.

3.    The Company shall submit this Amendment to the Massachusetts Department
      of Public Utilities for approval. This Amendment shall become effective
      upon the receipt of such approvals in form and substance acceptable to
      the Company and the Seller.

4.    All other terms and conditions of said Agreement shall remain in full
      force and effect.



IN WITNESS WHEREOF, the Company and the Seller have caused this Amendment to
be duly executed as of the day and year first above written.

CAMBRIDGE ELECTRIC LIGHT COMPANY          ALTRESCO PITTSFIELD, L.P.
                                          BY JMC ALTRESCO, INC.
                                          ITS GENERAL PARTNER


By:   JAMES J. KEANE                      By:   JAMES A. KELLER    
      James J. Keane

Title:   Vice President                   Title:      Vice President
         Power Supply & Transmission



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