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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 March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File No. 33-7591
--------------------
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1211925
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA 30085-1349
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 270-7600
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 of such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The Registrant is a
membership corporation and has no authorized or outstanding equity securities.
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<PAGE>
OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1994
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets at March 31, 1994 (Unaudited)
and December 31, 1993 3
Condensed Statements of Revenues and Expenses (Unaudited)
for the Three Months Ended March 31, 1994 and 1993 5
Condensed Statements of Cash Flows (Unaudited)
for the Three Months Ended March 31, 1994 and 1993 6
Notes to the Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGLETHORPE POWER CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
1994 1993
----------- -----------
(UNAUDITED)
<S> <C> <C>
ELECTRIC PLANT, AT ORIGINAL COST:
IN SERVICE $ 5,049,415 $ 5,047,739
LESS ACCUMULATED PROVISION FOR DEPRECIATION (1,142,994) (1,110,296)
---------- ----------
3,906,421 3,937,443
NUCLEAR FUEL, AT AMORTIZED COST 107,097 110,177
PLANT ACQUISITION ADJUSTMENTS, AT AMORTIZED COST 7,071 7,336
CONSTRUCTION WORK IN PROGRESS 488,907 450,965
---------- ----------
4,509,496 4,505,921
---------- ----------
INVESTMENTS AND FUNDS:
BOND, RESERVE AND CONSTRUCTION FUNDS, AT MARKET 79,017 110,390
DECOMMISSIONING FUND, AT MARKET 55,069 56,911
INVESTMENT IN ASSOCIATED ORGANIZATIONS, AT COST 18,850 19,123
OTHER 486 486
---------- ----------
153,422 186,910
---------- ----------
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS, AT COST 73,843 244,173
RECEIVABLES 81,547 82,274
INVENTORIES, AT AVERAGE COST 85,261 86,468
PREPAYMENTS AND OTHER CURRENT ASSETS 21,700 14,763
---------- ----------
262,351 427,678
---------- ----------
DEFERRED CHARGES:
PREMIUM AND LOSS ON REACQUIRED DEBT, BEING AMORTIZED 165,203 91,981
DEFERRED AMORTIZATION OF SCHERER LEASEHOLD 73,703 71,559
DEFERRED DEBT EXPENSE, BEING AMORTIZED 19,348 21,527
DISCONTINUED PROJECT, BEING AMORTIZED 17,961 18,314
---------- ----------
276,215 203,381
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$ 5,201,484 $ 5,323,890
---------- ----------
---------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.
3
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OGLETHORPE POWER CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
EQUITY AND LIABILITIES
<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
1994 1993
----------- -----------
(UNAUDITED)
<S> <C> <C>
CAPITALIZATION:
PATRONAGE CAPITAL AND MEMBERSHIP FEES (NET OF
UNREALIZED LOSSES OF $ 1,514 ON
AVAILABLE-FOR-SALE SECURITIES) $ 308,652 $ 289,982
LONG-TERM DEBT 4,065,934 4,058,251
OBLIGATION UNDER CAPITAL LEASES 303,531 303,458
---------- ----------
4,678,117 4,651,691
---------- ----------
CURRENT LIABILITIES:
LONG-TERM DEBT DUE WITHIN ONE YEAR 67,407 78,644
DEFERRED MARGINS AND VOGTLE SURCHARGE TO BE
REFUNDED WITHIN ONE YEAR 19,131 26,777
ACCOUNTS PAYABLE 54,586 62,186
ACCRUED INTEREST 22,853 108,702
ACCRUED AND WITHHELD TAXES 7,828 9,401
ENERGY COSTS BILLED IN EXCESS OF ACTUALS 9,642 11,456
OTHER CURRENT LIABILITIES 12,376 40,234
---------- ----------
193,823 337,400
---------- ----------
DEFFERED CREDITS AND OTHER LIABILITIES:
GAIN ON SALE OF PLANT, BEING AMORTIZED 64,965 65,550
GAIN ON SALE OF SCHERER COMMON FACILITIES,
BEING AMORTIZED 5,096 7,644
SALE OF INCOME TAX BENEFITS, BEING AMORTIZED 64,812 66,838
ACCUMULATED DEFERRED INCOME TAXES 65,510 65,510
DEFERRED MARGINS AND VOGTLE SURCHARGE 21,083 21,083
DECOMMISSIONING RESERVE 90,456 90,476
OTHER 17,622 17,698
---------- ----------
329,544 334,799
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$ 5,201,484 $ 5,323,890
---------- ----------
---------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.
4
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OGLETHORPE POWER CORPORATION
CONDENSED STATEMENTS OF REVENUE & EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1994 1993
-------- --------
<S> <C> <C>
OPERATING REVENUES:
SALES TO MEMBERS $ 225,458 $ 212,114
SALES TO NON-MEMBERS 42,160 60,029
--------- ---------
TOTAL OPERATING REVENUES 267,618 272,143
--------- ---------
OPERATING EXPENSES:
FUEL 51,232 35,874
PRODUCTION 32,118 28,836
PURCHASED POWER 53,539 65,893
DEPRECIATION AND AMORTIZATION 33,051 32,254
TAXES OTHER THAN INCOME TAXES 6,105 6,062
OTHER OPERATING EXPENSES 9,691 9,417
--------- ---------
TOTAL OPERATING EXPENSES 185,736 178,336
--------- ---------
OPERATING MARGIN 81,882 93,807
--------- ---------
OTHER INCOME (EXPENSE):
INTEREST INCOME 2,951 3,717
AMORTIZATION OF DEFERRED MARGINS 6,641 1,035
ALLOWANCE FOR EQUITY FUNDS USED
DURING CONSTRUCTION 681 447
OTHER 5,475 5,648
--------- ---------
TOTAL OTHER INCOME 15,748 10,847
--------- ---------
INTEREST CHARGES:
INTEREST ON LONG-TERM OBLIGATIONS 86,302 94,246
ALLOWANCE FOR DEBT FUNDS USED
DURING CONSTRUCTION (8,856) (6,342)
--------- ---------
NET INTEREST CHARGES 77,446 87,904
--------- ---------
MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 20,184 16,750
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES -- 13,340
--------- ---------
NET MARGIN $ 20,184 $ 30,090
--------- ---------
--------- ---------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.
5
<PAGE>
OGLETHORPE POWER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET MARGIN $ 20,184 $ 30,090
--------- ---------
ADJUSTMENTS TO RECONCILE NET MARGIN TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES -- (13,340)
DEPRECIATION AND AMORTIZATION 47,213 46,735
DEFERRED MARGINS AND AMORTIZATION OF DEFERRED MARGINS (6,641) (1,035)
ALLOWANCE FOR EQUITY FUNDS USED DURING CONSTRUCTION (681) (447)
OTHER (4,690) (3,377)
DECREASE (INCREASE) IN NET CURRENT ASSETS, EXCLUDING
LONG-TERM DEBT DUE WITHIN ONE YEAR AND DEFERRED MARGINS
AND VOGTLE SURCHARGE TO BE REFUNDED WITHIN ONE YEAR:
RECEIVABLES 727 (3,037)
INVENTORIES 1,207 (5,503)
PREPAYMENTS AND OTHER CURRENT ASSETS (6,937) (606)
ACCOUNTS PAYABLE (7,600) (14,611)
ACCRUED INTEREST (85,849) (22,996)
ACCRUED AND WITHHELD TAXES (1,573) 4,845
ENERGY COST BILLED IN EXCESS OF ACTUAL (1,814) (253)
OTHER CURRENT LIABILITIES (30,095) (4,715)
--------- ---------
TOTAL ADJUSTMENTS (96,733) (18,340)
--------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (76,549) 11,750
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROPERTY ADDITIONS (48,860) (42,846)
NET PROCEEDS FROM BOND, RESERVE AND CONSTRUCTION FUNDS 31,373 33,786
DECREASE (INCREASE) IN INVESTMENT IN ASSOCIATED
ORGANIZATIONS 273 (91)
INCREASE IN OTHER SHORT-TERM INVESTMENTS -- (72,076)
DECREASE (INCREASE) IN DECOMMISSIONING FUND 1,842 (1,549)
OTHER (3,434) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (18,806) (82,776)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
DEBT PROCEEDS, NET 243,989 --
DEBT PAYMENTS (318,056) (110,207)
REFUND OF VOGTLE SURCHARGE (1,005) --
OTHER 97 (777)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (74,975) (110,984)
--------- ---------
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS (170,330) (182,010)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 244,173 275,624
--------- ---------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $ 73,843 $ 93,614
--------- ---------
--------- ---------
CASH PAID FOR:
INTEREST (NET OF AMOUNTS CAPITALIZED) $ 161,096 $ 107,955
INCOME TAXES -- (43)
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.
<PAGE>
OGLETHORPE POWER CORPORATION
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1994 AND 1993
(A) The condensed financial statements included herein have been prepared by
Oglethorpe Power Corporation (Oglethorpe), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC). In
the opinion of management, the information furnished herein reflects all
adjustments (which included only normal recurring adjustments) necessary to
present fairly, in all material respects, the results for the periods ended
March 31, 1994 and 1993. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such SEC rules and regulations, although Oglethorpe believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto
included in Oglethorpe's latest Annual Report on Form 10-K, as filed with
the SEC.
(B) Oglethorpe adopted Financial Accounting Standards Board Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", as of
January 1, 1994. Under this statement, investment securities held by
Oglethorpe are classified as either available-for-sale or held-to-maturity.
Available-for-sale securities are carried at market value with unrealized
gains and losses, net of any tax effect, added to or deducted from
patronage capital. Unrealized gains and losses from investment securities
held in the decommissioning fund, which are also classified as
available-for-sale, are directly added to or deducted from the
decommissioning reserve. Held-to-maturity securities are carried at cost.
All realized and unrealized gains and losses are determined using the
specific identification method. In accordance with the provisions of this
statement, the amounts classified as bond, reserve and construction funds
and decommissioning fund on the accompanying Condensed Balance Sheets are
carried at cost as of December 31, 1993.
(C) Oglethorpe's share of the undiscounted cost of decommissioning co-owned
nuclear facilities, assuming decommissioning occurs promptly after the unit
is taken out of service, is estimated at approximately $254 million for
Hatch Unit No. 1, $356 million for Hatch Unit No. 2, $416 million for
Vogtle Unit No. 1 and $543 million for Vogtle Unit No. 2. The years in
which the above plants are expected to begin decommissioning are 2014,
2018, 2027 and 2029, respectively. In developing these estimates, the
escalation rate was assumed to be 4% and return on trust assets was assumed
to be 8%.
The annual provision for decommissioning, which totaled $5.9 million in
1993, is currently recovered from Members as depreciation expense.
Oglethorpe's management is of the
7
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opinion that any changes in cost estimates of decommissioning will be fully
recovered in future rates.
Beginning in the years noted above in which the units begin
decommissioning, the expected timing of payments for decommissioning costs
will extend for a period of 9 to 14 years. Oglethorpe's management does
not expect such payments to have an adverse impact on liquidity or capital
resources.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1994
Oglethorpe's net margin for the quarter ended March 31, 1994 was $20.2 million
as compared to $30.1 million for the same period of 1993. Net margin was higher
in the first quarter of 1993 because of the implementation of Financial
Accounting Standards Board Statement No. 109, which resulted in the reversal of
$13.3 million of accumulated deferred income taxes which had been previously
expensed. This amount is reflected in the Condensed Statements of Revenues and
Expenses as the cumulative effect of a change in accounting principle.
OPERATING REVENUES
The increase in Member revenues was due, for the most part, to a 17% increase in
energy sales in the first quarter of 1994 and to the recovery of additional
fixed costs resulting from the decline in sell-back revenues from Georgia Power
Company (GPC) under the plant operating agreements, noted below. Higher
megawatt-hour (MWh) sales were attributable to a colder than normal January in
Georgia in 1994. Oglethorpe implemented a new rate which will increase revenues
for 1994 to address the Members' increasing share of fixed costs.
Sales to non-Members are primarily made pursuant to three different types of
contractual arrangements with GPC and from energy sales to other non-Member
utilities. The following table summarizes the amounts of non-Member revenues
from these sources for the first quarter of 1994 and 1993:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
(dollars in thousands)
1994 1993
------- -------
<S> <C> <C>
Plant operating agreements $19,094 $34,964
Power supply arrangements 9,237 17,171
Transmission agreements 3,199 5,311
Other utilities 10,630 2,583
------- -------
Total $42,160 $60,029
------- -------
</TABLE>
The decrease in revenues from non-Members in the first quarter of 1994 compared
to the same period of 1993 was primarily attributable to lower revenues from GPC
pursuant to plant operating agreements. Under the plant operating agreements,
GPC purchases capacity and energy from Oglethorpe on a declining scale in the
early years of operation of certain co-owned generating units. The decrease in
revenues of this type was due to scheduled reductions in sell-back percentages
for both of the Plant Vogtle units and for Plant Scherer Unit No. 2.
9
<PAGE>
The second source of non-Member revenues is derived pursuant to power supply
arrangements with GPC. These revenues are derived, for the most part, from
energy sales arising from dispatch situations whereby GPC causes co-owned steam
generating resources to be operated when Oglethorpe's system does not require
all of its contractual entitlement to the generation. These revenues
essentially represent reimbursement of costs to Oglethorpe since, under the
operating agreements, Oglethorpe is responsible for its share of fuel costs any
time a unit operates. See the discussion under "Operating Expenses" below of
the increased operation and lower average fuel costs of the Plant Scherer units
in first quarter 1994. Revenues from sales of this type to GPC were lower due
to the fact that Oglethorpe retained much of its share of the output from the
Plant Scherer units because the lower average fuel costs made Plant Scherer
more attractive than certain purchased resources.
Other revenues from non-Members increased significantly in the first quarter of
1994. This increase reflects greater revenues from off-system sales.
Oglethorpe is continuing to pursue sales to other utilities as a means of
reducing amounts that must be recovered from Members.
OPERATING EXPENSES
The increase in total operating expenses was primarily attributable to increases
in fuel and production expenses which were partially offset somewhat by the
reduction in purchased power expenses.
The increase in fuel expenses was due, in large part, to substantially greater
generation from Plant Scherer Units No. 1 and 2 in the first quarter of 1994 as
compared to the same period of 1993. Output from these units was almost one
million MWh higher in the first quarter of 1994. Oglethorpe began receiving
shipments at Plant Scherer of lower priced coal from the mining regions of the
western United States in the last quarter of 1993. As a result of the receipt
of this lower priced coal, the average fuel cost for the Scherer units decreased
by 16.5% from last year's first quarter. The lower average fuel cost made
utilization of Plant Scherer more attractive than certain purchased resources.
Additional energy was necessary to provide for the increased needs of the
Members and to provide for the higher sales to other utilities (see discussion
under "Operating Revenues" above).
The increase in production expenses was due to an adjustment in first quarter
1994 of the amount of administrative and general costs paid to GPC in connection
with GPC's role as operating agent of co-owned generating units.
Purchased power expenses declined in the first quarter of 1994. This decrease
resulted from a 40.5% reduction in energy purchases. As discussed above, energy
from Plant Scherer was often utilized instead of higher priced purchased
resources.
10
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OTHER INCOME
Other income was higher for the first quarter of 1994 as a result of increased
income from amortization of deferred margins. Oglethorpe's Board of Directors
authorizes the amount of deferred margins to be returned to the Members each
year. For 1994, the annual amount authorized was $26.6 million as compared to
$4.1 million for 1993. Interest income declined due to lower average cash
balances. (See "Assets" under FINANCIAL CONDITION for a discussion of the
change in cash balances.)
INTEREST CHARGES
The decrease in net interest charges resulted from the refinancing efforts
completed during 1993 and in the first quarter of 1994. Allowance for debt
funds used during construction continues to increase in proportion to the level
of investment at the Rocky Mountain Project, a pumped storage hydroelectric
facility.
FINANCIAL CONDITION
Total assets and total equity and liabilities as of March 31, 1994 were $5.2
billion as compared to $5.3 billion at December 31, 1993.
ASSETS
The decrease in bond, reserve and construction funds primarily resulted from the
utilization of a portion of the debt service reserve funds for debt service
payments. The available funds resulted from refinancing projects which did not
require a debt service reserve fund or which required a lower debt service
reserve fund than the refunded bonds.
The decrease in cash and temporary cash investments is partly due to the
December 31, 1993 Federal Financing Bank (FFB) interest payment being made as
due on January 3, 1994 and partly due to premiums paid in connection with FFB
note modifications and a pollution control bond (PCB) refunding. For a
discussion of the refinancing transactions, see the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Oglethorpe's
Annual Report on Form 10-K for the year ended December 31, 1993.
Prepayments and other current assets increased primarily due to an $8.5 million
increase in the payment made to GPC for estimates of Plant Wansley and Plant
Hatch production expenses and Plant Wansley coal purchases for April 1994
compared to the estimate paid for January 1994.
The increase in the premium and loss on reacquired debt resulted from premiums
paid in connection with both FFB note modifications and the PCB refunding.
11
<PAGE>
EQUITY AND LIABILITIES
For a discussion of unrealized losses on available-for-sale securities see Note
B of Notes to Condensed Financial Statements.
Long-term debt due within one year decreased due to normal maturities of PCBs
and mortgage notes payable to the FFB.
Deferred margins and Vogtle surcharge to be refunded within one year decreased
by $7.6 million, which is the amount that was refunded to Members for the three
months ended March 31, 1994. See "Other Income" under RESULTS OF OPERATIONS for
a discussion of the 1994 amortization of deferred margins. For a description of
the Vogtle Surcharge, see Note 1 of Notes to Financial Statements in
Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 1993.
Accounts payable declined as of March 31, 1994 as a result of normal variations
in the timing of payables activity.
Accrued interest decreased as discussed under cash and temporary investments
above.
Energy costs billed in excess of actuals decreased as a net result of the
refunding to Members of approximately $10 million of amounts over-collected in
1993 and the realization of $8 million of energy cost savings compared to
budgeted amounts.
The decrease in other current liabilities is partly due to an $11 million refund
to GPC of an option payment related to the canceled Pickens County Pumped
Storage Hydroelectric Project and partly due to normal variations in the timing
of liabilities activity.
12
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by Oglethorpe for the quarter ended
March 31, 1994.
13
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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.
Oglethorpe Power Corporation
(An Electric Membership
Generation & Transmission
Corporation)
Date: May 13, 1994 By: /s/ T. D. Kilgore
------------ -------------------------------------
T. D. Kilgore
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 1994 /s/ John S. Dean, Sr.
------------ -------------------------------------
John S. Dean, Sr.
Secretary-Treasurer
(Principal Financial Officer)
Date: May 13, 1994 /s/ Eugen Heckl
------------ -------------------------------------
Eugen Heckl
Senior Vice President and Chief
Financial Officer (Principal Financial
Officer)
14
