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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period ______ to ______
Commission File Number 333-96239
Tenaska Georgia Partners, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 47-0812088
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1044 N. 115 Street, Suite 400
Omaha, Nebraska 68154-4446
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (402) 691-9500
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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]
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TENASKA GEORGIA PARTNERS, L.P.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
Index
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Part I. Financial Information Page No.
Item 1. Financial Statements
Balance Sheets 2
Statements of Operations 3
Statement of Changes in Partners' Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 9
Part II. Other Information
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
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TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 103,239,291 40,225,109
Restricted cash and cash equivalents 19,135,741 -
Short-term investments 67,810,812 163,621,403
Restricted short-term investments 19,606,000 37,516,471
Interest receivable 1,924,980 1,780,090
Prepaid insurance 814,710 1,027,243
------------- -------------
Total current assets 212,531,534 244,170,316
DEVELOPMENT WORK IN PROGRESS 62,695,932 20,056,087
------------- -------------
LAND 602,529 602,529
------------- -------------
OTHER ASSETS:
Contract costs 3,871,023 2,235,490
Gas pipeline costs 1,489,373 -
Deferred finance charges 4,376,357 4,190,156
------------- -------------
Total other assets 9,736,753 6,425,646
------------- -------------
Total assets $ 285,566,748 $ 271,254,578
============= =============
CURRENT LIABILITIES:
Accounts payable $ 5,143,780 264,706
Payable to affiliate 136,715 53,698
Accrued interest payable 16,690,972 3,628,472
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Total current liabilities 21,971,467 3,946,876
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CONTRACT RETAINAGE PAYABLE 746,204 86,501
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LONG-TERM DEBT 275,000,000 275,000,000
------------- -------------
Total liabilities 297,717,671 279,033,377
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COMMITMENTS AND CONTINGENCIES
PARTNERS' DEFICIT:
Diamond Georgia, LLC (13,116) -
Tenaska Georgia, Inc. (108,393) (77,788)
Tenaska Georgia I, L.P. (12,029,414) (7,701,011)
------------- -------------
Total partners' deficit (12,150,923) (7,778,799)
------------- -------------
Total liabilities and partners' deficit $ 285,566,748 $ 271,254,578
============= =============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
2
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TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
EXPENSES:
Start-Up Costs:
Management fees and expenses $ - $ 436,900 $ - $ 2,725,352
Professional and consulting fees - 605,290 - 1,856,307
General and administrative expenses - 27,189 - 131,906
Other expenses - 72,321 - 82,389
-------------------------------- --------------------------------
Total operating expenses - 1,141,700 - 4,795,954
-------------------------------- --------------------------------
INTEREST EXPENSE:
Interest expense 6,531,250 - 13,062,500 -
Interest expense capitalized (1,081,414) - (1,729,185) -
-------------------------------- --------------------------------
Interest expense, net 5,449,836 - 11,333,315 -
-------------------------------- --------------------------------
INTEREST INCOME 3,475,400 - 6,961,191 -
-------------------------------- --------------------------------
NET LOSS TO PARTNERS ACCUMULATED
DURING THE DEVELOPMENT STAGE $ (1,974,436) $ (1,141,700) $ (4,372,124) $ (4,795,954)
================================ ================================
</TABLE>
The accompanying notes are an integral part of these statements.
3
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TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
Tenaska Tenaska Diamond
Georgia, Inc. Georgia I, L.P. Georgia, LLC. Total
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1999 $ (77,788) $ (7,701,011) $ - $ (7,778,799)
Net loss to partners accumulated
during the development stage (30,605) (4,328,403) (13,116) (4,372,124)
------------- --------------- ------------ --------------
BALANCE, June 30, 2000 $ (108,393) $ (12,029,414) $ (13,116) $ (12,150,923)
============================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
4
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TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------------
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss to partners accumulated during the development stage $ (4,372,124) $ (4,795,954)
Adjustments to reconcile net loss to partners accumulated during
the development stage to net cash from operating activities-
Increase in restricted cash and cash equivalents (19,135,741) -
Decrease in short-term investments 95,810,591 -
Decrease in restricted short-term investments 17,910,471 -
Increase in interest receivable (144,890) -
Decrease in prepaid insurance 212,533 -
Increase in accounts payable 19,501 -
Increase in payable to affiliate 83,017 4,890,288
Increase in contract retainage payable 659,703 -
Increase in accrued interest payable 13,062,500 -
------------------------------------
Total adjustments 108,477,685 4,890,288
------------------------------------
Net cash from operating activities 104,105,561 94,334
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development work in progress (38,535,513) -
Contract costs (1,635,533) -
Gas pipeline costs (734,132) -
Purchase of land - (94,334)
------------------------------------
Net cash from investing activities (40,905,178) (94,334)
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred finance charges (186,201) -
------------------------------------
Net cash from financing activities (186,201) -
------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 63,014,182 -
CASH AND CASH EQUIVALENTS, beginning of period 40,225,109 -
====================================
CASH AND CASH EQUIVALENTS, end of period $ 103,239,291 $ -
====================================
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Excluded from increase in accounts payable, development work in progress and
gas pipeline costs are accrued costs of $4,104,332 capitalized as
development work in progress and $755,241 capitalized as gas pipeline costs.
The accompanying notes are an integral part of these statements.
5
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TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)
Notes to Financial Statements
June 30, 2000
(Unaudited)
1. GENERAL
The financial statements included herein as of June 30, 2000 and for the three
and six months ended June 30, 2000 and 1999 have been prepared by Tenaska
Georgia Partners, L.P. (the Limited Partnership) without audit pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
the financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial results for the
interim periods. Certain information and notes normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. However,
the Limited Partnership believes that the disclosures are adequate to make the
information presented not misleading. These financial statements should be read
in conjunction with the Limited Partnership's audited financial statements and
the notes thereto for the year ended December 31, 1999 included in the Limited
Partnership's prospectus dated July 31, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
2. ORGANIZATION
The Limited Partnership was formed on April 16, 1998 to develop, finance,
construct, own or lease, operate and maintain a 936 megawatt, natural gas-fired
electric generation peaking facility (the Facility) located in Heard County,
Georgia. The Facility will generate electric power for sale and the Limited
Partnership expects to incur costs of approximately $310,500,000 to complete the
Facility. The Limited Partnership was inactive prior to calendar year 1999 and
commenced development activities during such year. The Limited Partnership is
scheduled to terminate December 31, 2050.
The following are the partners and their respective ownership interests and
their percentage share of net income or loss:
<TABLE>
<CAPTION>
PERCENTAGE INTEREST
PERCENTAGE INTEREST (FOR (FOR ALLOCATION OF NET
PARTNER EQUITY CONTRIBUTION PURPOSES) INCOME OR LOSS)
-------------------------------------- ---------------------------- ---------------------
<S> <C> <C>
Diamond Georgia, LLC. (General) .30% .30%
Tenaska Georgia, Inc. (General) .70 .70
Tenaska Georgia I, L.P. (Limited) 99.00 99.00
------ ------
100.00% 100.00%
====== ======
</TABLE>
The partners have committed to fund up to $35,500,000 of equity and the Limited
Partnership has issued senior secured bonds for $275,000,000 to fund
construction of the Facility.
6
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The day-to-day management of the affairs of the Limited Partnership, including
preparation and maintenance of the financial and other records and books of
account of the Limited Partnership and supervision of the ongoing operations of
the facilities, loan administration and activities of the Limited Partnership,
are the responsibility of the managing partner (Tenaska Georgia, Inc.), subject
to the direction of the Executive Review Committee. Tenaska Georgia, Inc. does
not have the authority to incur any obligations or liabilities on behalf of the
Limited Partnership, except as approved by the Executive Review Committee.
On April 20, 2000, Diamond Georgia, LLC., an indirect, wholly owned
subsidiary of Mitsubishi Corporation (Mitsubishi), acquired 0.30 percent of
Tenaska Georgia, Inc.'s original 1.0 percent ownership interest in the
Limited Partnership. In addition, Mitsubishi acquired an indirect ownership
interest of approximately 30 percent in Tenaska Georgia I, L.P., through
subsidiaries of its U.S. affiliate, Diamond Generating Corporation. These
acquisitions were effective January 1, 2000. In connection with these
acquisitions, on April 24, 2000, the letters of credit issued on November 4,
1999 by The First National Bank of Omaha (FNBO) in the amounts of $35,145,000
and $355,000 on behalf of Tenaska Georgia I, L.P. and Tenaska Georgia, Inc.,
respectively, to support each partner's equity funding commitments, were
amended and reduced in amount to $1,322,500 and $248,500, respectively.
Mitsubishi issued a Guaranty in the amount of $33,929,000 to replace the
amount by which the letters of credit were reduced.
3. DEVELOPMENT WORK IN PROGRESS
In 1999, The Limited Partnership entered into an Engineering, Procurement and
Construction Agreement (EPC Agreement) with Zachry Construction Corporation
(Zachry) to design, engineer, procure, expedite and supply all labor, materials
(including the gas turbines), supervision and tools for the construction of the
facility for a total guaranteed lump-sum price of $229,064,832. As of June 30,
2000, the Limited Partnership has incurred costs of $58,858,891 under the terms
of the EPC Agreement. This amount has been capitalized and is included on the
Balance Sheet as Development Work in Progress.
In 1999, the Limited Partnership entered into a separate $2,300,000 agreement
with Willbros Engineers, Inc. to construct a natural gas pipeline from the
Facility to an interconnection point with a regional natural gas pipeline. As of
June 30, 2000 the Limited Partnership has incurred costs of $1,489,373 under the
terms of this agreement. This amount has been capitalized and is included on the
Balance Sheet as Gas Pipeline Costs.
As of June 30, 2000, $1,948,244 of interest has been capitalized and included on
the Balance Sheet as Development Work in Progress.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
ACCOMPANYING UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO
INCLUDED IN ITEM 1 OF THIS QUARTERLY REPORT, AND THE AUDITED CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES THERETO AND MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONTAINED IN OUR
REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-96239) RELATING TO OUR SENIOR
SECURED BONDS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"REGISTRATION STATEMENT"). UNLESS OTHERWISE INDICATED OR THE CONTEXT OTHERWISE
REQUIRES, ALL REFERENCES IN THIS QUARTERLY REPORT TO "WE," "US," "OUR" OR
SIMILAR TERMS REFER TO TENASKA GEORGIA PARTNERS, L.P.
GENERAL
We were formed on April 16, 1998 to develop, finance, construct, own or lease,
operate and maintain the Facility. Prior to calendar year 1999, we were
inactive. We are in the development stage and have no operating revenues. We
obtained $275,000,000 of project financing from the sale of the 9.5% Senior
Secured Bonds due 2030 ("Bonds"). Our partners have committed to fund up to
$35,500,000 in equity contributions. The total cost of the construction of the
Facility is estimated to be approximately $310,500,000, which will be financed
by the proceeds from the sale of the Bonds and the equity contributions. On
August 31, 2000, we completed the bond exchange whereby the holders of the Bonds
exchanged their Bonds for new Bonds registered under the Securities Act of 1933.
The Facility is under construction and is currently scheduled to be completed on
June 1, 2002, with three turbine-generators scheduled to be operational June 1,
2001 and the remaining three turbine generators scheduled to be operational June
2, 2002. As of June 30, 2000, construction of the Facility was on schedule and
within budget.
RESULTS OF OPERATIONS
The results of operations for the three and six month periods ended June 30,
1999 and 2000 may not be comparable with results of operations for future
periods, especially when the Facility begins operations in 2001.
For the three and six month periods ended June 30, 1999, we were in the start up
phase without core contracts or bond financing and as a result all costs
incurred for management fees, professional and consulting fees, and other costs
in the amounts of $1,141,700 and $4,795,954, respectively, were expensed as
start up costs. By the end of November 1999 core contracts associated with the
construction and financing of the Facility had been completed and as a result,
we moved from the start up phase to the development phase. For the three and six
month periods ended June 30, 2000, costs incurred for management fees,
professional and consulting fees and other costs, deemed to be direct costs
associated with the contract to supply power, in the amount of $491,198 and
$1,635,533, respectively, have been capitalized as Contract Costs.
For the three and six month periods ended June 30, 2000, total costs in the
amount of $24,687,236 and $42,639,845, respectively, have been capitalized as
Development Work in Progress. For the three and six month periods ended June 30,
2000, interest capitalized as Development Work in Progress was $1,081,414 and
$1,729,185, respectively
For the three and six month periods ended June 30, 2000, costs in the amount of
$1,489,373 have been capitalized as Gas Pipeline Costs.
A portion of the proceeds from the sale of the Bonds has not yet been expended
on construction and is invested in cash and cash equivalents and short-term
investments. The interest earned on these invested funds is included as interest
income. The interest expense incurred on the portion of the Bond proceeds
expended to construct the Facility and gas pipeline is capitalized as
Development Work in Progress. Interest expense incurred on the Bond proceeds not
spent on construction is included as interest expense. For the three and six
month periods ended June 30, 2000, interest net of amounts capitalized of
$5,449,836 and $11,333,315, respectively, has been expensed. For the three and
six month periods ended June 30, 2000, interest in the amount of $3,475,400 and
$6,961,191, respectively, has been recorded as income.
LIQUIDITY AND CAPITAL RESOURCES
We believe that the net proceeds from the sale of the Bonds, interest income on
the unspent portion thereof during the construction period, anticipated revenues
from the operation of the initial units and proceeds from the equity
contributions will be sufficient to (1) fund the engineering, procurement,
construction, testing and commissioning of the Facility, (2) pay certain fees
and expenses in connection with the financing and development of our project,
and (3) pay the costs of developing, financing and
8
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initially operating our project, including interest on the Bonds. After the
Facility is placed in commercial operation, we expect that our revenues under
the power purchase agreement will be adequate to support our costs of
operations.
In order to provide liquidity in the event of temporary cash flow shortfalls, we
are required to maintain an account that will contain an amount equal to the
principal and interest due on the Bonds on the next scheduled payment date. Our
obligation to fund this account begins on June 1, 2002. The maintenance of this
balance will be done through cash funding, the issuance of a letter of credit or
a combination of both.
BUSINESS STRATEGY AND OUTLOOK
Our overall business strategy is to perform as agreed under our 29-year Power
Purchase Agreement with PECO Energy Company and to maximize our revenues under
the Power Purchase Agreement by earning incentive payments available through
achieving certain availability and efficiency levels. We intend to cause the
Facility to be managed, operated and maintained in compliance with all
applicable documents relating to our project and all applicable legal
requirements.
FORWARD LOOKING STATEMENTS
Various statements contained in this quarterly report are forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements, which speak only as of the date
hereof, can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "intends," "will," "should," or "anticipates," or
by the negative forms or other variations of these terms or comparable
terminology, or by the discussions of strategy. Although these statements are
based on assumptions that we believe are reasonable, no assurance can be given
that the future results covered by these statements will be achieved. These
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed or
implied by these statements. The most significant of these risks, uncertainties
and other factors are discussed under the heading "RISK FACTORS" in the
Registration Statement, and you are urged to read this section and carefully
consider these factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bonds were issued at a 9.50% fixed rate of interest and as a result we are
not exposed to market risk associated with an increase in interest rates. The
unspent proceeds from the Bonds are invested in cash and cash equivalents and
short-term securities (collectively "short-term investments") with fixed rates
of interest for periods of up to six months. As these short-term investments
mature, the proceeds are either spent on construction of the Facility or
reinvested in other short-term investments. If short-term interest rates
decrease, the interest we earn on these short-term investments would decrease
accordingly. However, we would not expect any such decrease in the interest
earned on short-term investments to have a material adverse effect on our
results of operations.
9
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
In July 2000, we received notice that two groups are considering filing a
lawsuit against us and another defendant claiming violations of the Clean Air
Act and local zoning requirements. These notices, one of which was sent on
behalf of the Coweta County Rural Preservation Society and the other of which
was sent on behalf of Coweta County, Georgia, are pursuant to a provision in the
Clean Air Act requiring 60 days' written notice prior to commencement of a
citizen suit with respect to certain environmental matters. The principal claims
in the notices are that the regulatory bodies responsible for issuing the air
permit and for re-zoning our project did not follow applicable law and
procedures.
We do not expect the issuance of the notices, or any legal proceedings that may
be commenced by the claimants following the expiration of the 60 day notice
period, to have a material adverse effect on us.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter.
10
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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.
September 8, 2000 Tenaska Georgia Partners, L.P.
By: Tenaska Georgia Inc.
Managing General Partner
By: /s/ Michael F. Lawler
------------------------------------
Name: Michael F. Lawler
Title: Vice President of Finance and
Treasurer
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EXHIBIT INDEX
EXHIBIT NO.
27 Financial Data Schedule
