OGLETHORPE POWER CORP
10-Q, 2000-11-14
COGENERATION SERVICES & SMALL POWER PRODUCERS
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     ---------------------------------------



                                    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 September 30, 2000

                                       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 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                (770) 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 to 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.
================================================================================


<PAGE>


                          OGLETHORPE POWER CORPORATION


                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000



                                                                        Page No.

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements


               Condensed Balance Sheets as of September 30, 2000
               (Unaudited) and December 31, 1999                               3


               Condensed Statements of Revenues and Expenses and
               Comprehensive Margin (Unaudited) for the Three Months
               and Nine Months ended September 30, 2000 and 1999               5


               Condensed Statements of Cash Flows (Unaudited)
               for the Nine Months Ended September 30, 2000 and 1999           6


               Notes to the Condensed Financial Statements                     7

      Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations                   8

      Item 3.  Quantitative and Qualitative Disclosures About
               Market Risk                                                    13



PART II - OTHER INFORMATION


      Item 6.  Exhibits and Reports on Form 8-K                               14


SIGNATURES                                                                    15

                                       2
<PAGE>
PART I -  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>



Oglethorpe Power Corporation
Condensed Balance Sheets
September 30, 2000 and December 31, 1999
---------------------------------------------------------------------------------------------------------
                                                                            (dollars in thousands)

                                                                          2000                 1999
                               Assets                                 (Unaudited)
                                                                     ------------------------------------

<S>                                                                      <C>                  <C>
Electric plant, at original cost:
  In service                                                             $4,876,397           $4,854,037
  Less:  Accumulated provision for depreciation                          (1,720,845)          (1,625,933)
                                                                     ---------------      ---------------
                                                                          3,155,552            3,228,104

  Nuclear fuel, at amortized cost                                            79,940               84,565
  Construction work in progress                                              50,214               18,299
                                                                     ---------------      ---------------
                                                                          3,285,706            3,330,968
                                                                     ---------------      ---------------

Investments and funds:
  Decommissioning fund, at market                                           148,439              135,703
  Deposit on Rocky Mountain transactions, at cost                            62,626               59,579
  Bond, reserve and construction funds, at market                            28,713               31,158
  Investment in associated organizations, at cost                            18,790               17,919
  Other, at cost                                                              2,069                2,535
                                                                     ---------------      ---------------
                                                                            260,637              246,894
                                                                     ---------------      ---------------

Current assets:
  Cash and temporary cash investments, at cost                              280,582              222,814
  Other short-term investments, at market                                    79,409               75,482
  Receivables                                                               106,437              109,705
  Notes receivable                                                          161,248               94,070
  Inventories, at average cost                                               80,795               89,766
  Prepayments and other current assets                                       38,451               19,293
                                                                     ---------------      ---------------
                                                                            746,922              611,130
                                                                     ---------------      ---------------

Deferred charges:
  Premium and loss on reacquired debt, being amortized                      181,033              196,289
  Deferred amortization of Scherer leasehold                                102,309              101,404
  Discontinued projects, being amortized                                     21,882               28,020
  Deferred debt expense, being amortized                                     16,698               17,070
  Other                                                                      26,820               32,847
                                                                     ---------------      ---------------
                                                                            348,742              375,630
                                                                     ---------------      ---------------
                                                                         $4,642,007           $4,564,622
                                                                     ===============      ===============


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.

</TABLE>
                                       3
<PAGE>
<TABLE>

Oglethorpe Power Corporation

Condensed Balance Sheets
September 30, 2000 and December 31, 1999

--------------------------------------------------------------------------------------------------------
                                                                          (dollars in thousands)

                                                                         2000                 1999
                       Equity and Liabilities                         (Unaudited)
                                                                     -----------------------------------

Capitalization:

<S>                                                                     <C>                  <C>
  Patronage capital and membership fees (including
    unrealized loss of ($411) at
    September 30, 2000 and ($1,609) at
    December 31, 1999 on available-for-sale securities)                   $389,710             $370,025
  Long-term debt                                                         3,019,151            3,103,590
  Obligation under capital leases                                          269,393              275,224
  Obligation under Rocky Mountain transactions                              62,626               59,579
                                                                     --------------       --------------
                                                                         3,740,880            3,808,418
                                                                     --------------       --------------

Current liabilities:

  Long-term debt and capital leases due within one year                    133,130              129,419
  Accounts payable                                                          72,593               69,555
  Notes payable                                                            201,916               88,479
  Accrued interest                                                          56,970               50,201
  Accrued and withheld taxes                                                20,108                   26
  Other current liabilities                                                  4,294                9,318
                                                                     --------------       --------------
                                                                           489,011              346,998
                                                                     --------------       --------------

Deferred credits and other liabilities:

  Gain on sale of plant, being amortized                                    53,951               55,807
  Net benefit of sale of income tax benefits, being amortized               12,014               18,021
  Net benefit of Rocky Mountain transactions, being amortized               83,615               86,004
  Accumulated deferred income taxes                                         63,485               63,203
  Decommissioning reserve                                                  175,020              164,510
  Other                                                                     24,031               21,661
                                                                     --------------       --------------
                                                                           412,116              409,206
                                                                     --------------       --------------
                                                                        $4,642,007           $4,564,622
                                                                     ==============       ==============


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.
</TABLE>
                                       4
<PAGE>

<TABLE>

Oglethorpe Power Corporation

Condensed Statements of Revenues and Expenses and Comprehensive Margin (Unaudited)
For the Three and Nine Months Ended September 30, 2000 and 1999

------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (dollars in thousands)

                                                                                   Three Months                  Nine Months
                                                                               2000           1999         2000          1999
                                                                           --------------------------   ----------------------------

Operating revenues:

<S>                                                                            <C>          <C>          <C>            <C>
   Sales to Members                                                            $297,777     $370,841     $833,867       $878,424
   Sales to non-Members                                                          16,656       22,795       40,475         39,893
                                                                           -------------   ----------   ----------    -----------
     Total operating revenues                                                   314,433      393,636      874,342        918,317
                                                                           -------------   ----------   ----------    -----------

Operating expenses:

  Fuel                                                                           59,734       57,158      164,444        145,298
  Production                                                                     48,111       50,376      159,207        153,216
  Purchased power                                                               124,170      192,413      280,239        338,148
  Depreciation and amortization                                                  33,022       33,728       98,653        101,028
                                                                           -------------   ----------   ----------    -----------
     Total operating expenses                                                   265,037      333,675      702,543        737,690
                                                                           -------------   ----------   ----------    -----------
Operating margin                                                                 49,396       59,961      171,799        180,627
                                                                           -------------   ----------   ----------    -----------

Other income (expense):

  Investment income                                                              10,458        6,897       31,021         24,961
  Amortization of net benefit of sale of income tax benefits                      2,799        2,799        8,396          8,396
  Allowance for equity funds used during construction                                60           34           88             80
  Other                                                                           2,173        1,010        4,267          2,808
                                                                           -------------   ----------   ----------    -----------
     Total other income                                                          15,490       10,740       43,772         36,245
                                                                           -------------   ----------   ----------    -----------

Interest charges:

  Interest on long-term debt and other obligations                               66,476       64,757      198,577        198,744
  Allowance for debt funds used during construction                              (1,267)        (297)      (1,494)          (695)
                                                                           -------------   ----------   ----------    -----------
     Net interest charges                                                        65,209       64,460      197,083        198,049
                                                                           -------------   ----------   ----------    -----------

Net margin                                                                         (323)       6,241       18,488         18,823
Net change in unrealized gain (loss) on available-for sale securities              (649)         (85)       1,198         (1,754)
                                                                           -------------   ----------   ----------    -----------
Comprehensive margin                                                              ($972)      $6,156      $19,686        $17,069
                                                                           =============   ==========   ==========    ===========


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.

</TABLE>
                                       5
<PAGE>
<TABLE>

Oglethorpe Power Corporation

Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2000 and 1999

----------------------------------------------------------------------------------------------------------------
                                                                                  (dollars in thousands)

                                                                              2000                     1999
                                                                          --------------------------------------

<S>                                                                           <C>                      <C>
Cash flows from operating activities:
   Net margin                                                                 $ 18,488                 $ 18,823
                                                                          -------------            -------------

   Adjustments to reconcile net margin to net cash
      provided by operating activities:
        Depreciation and amortization                                          138,707                  136,505
        Allowance for equity funds used during construction                        (88)                     (80)
        Amortization of deferred gains                                          (1,856)                  (1,856)
        Amortization of net benefit of sale of income tax benefits              (8,396)                  (8,396)
        Deferred income taxes                                                      283                          -
        Other                                                                    7,217                   10,596

   Change in net current assets, excluding long-term debt and capital
      leases due within one year and notes payable:
        Notes receivable                                                           141                      220
        Receivables                                                              3,268                  (21,419)
        Inventories                                                              8,971                  (14,852)
        Prepayments and other current assets                                   (19,159)                   3,835
        Accounts payable                                                         3,038                   17,677
        Accrued interest                                                         6,769                   10,259
        Accrued and withheld taxes                                              20,082                   19,219
        Other current liabilities                                               (5,025)                  (8,532)
                                                                          -------------            -------------
          Total adjustments                                                    153,952                  143,176
                                                                          -------------            -------------

       Net cash provided by operating activities                               172,440                  161,999
                                                                          -------------            -------------

Cash flows from investing activities:
     Property additions                                                        (75,967)                 (44,995)
     Net proceeds from bond, reserve and construction funds                      2,680                    1,327
     Increase in investment in associated organizations                           (871)                      (8)
     Increase in other short-term investments                                   (2,964)                  (2,972)
     Increase in decommissioning fund                                           (8,896)                 (13,905)
                                                                          -------------            -------------
       Net cash used in investing activities                                   (86,018)                 (60,553)
                                                                          -------------            -------------

Cash flows from financing activities:
     Long-term debt proceeds, net                                                3,518                   (3,497)
     Long-term debt payments                                                   (81,253)                 (71,945)
     Increase in notes payable                                                 113,437                   19,265
     Increase in notes receivable under interim financing agreement            (67,319)                 (28,460)
     Other                                                                       2,963                    2,137
                                                                          -------------            -------------
       Net cash used in financing activities                                   (28,654)                 (82,500)
                                                                          -------------            -------------
Net increase in cash and temporary cash investments                             57,768                   18,946
Cash and temporary cash investments at beginning of period                     222,814                  106,235
                                                                          -------------            -------------
Cash and temporary cash investments at end of period                          $280,582                $ 125,181
                                                                          =============            =============

Cash paid for:
     Interest (net of amounts capitalized)                                    $166,987                $ 161,459
     Income taxes                                                                    -                        -

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.
</TABLE>
                                       6
<PAGE>


                          Oglethorpe Power Corporation
                     Notes to Condensed Financial Statements

                           September 30, 2000 and 1999


(A)  The  condensed  financial  statements  included  in this  report  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
     in  this  report  reflects  all  adjustments  (which  include  only  normal
     recurring  adjustments) and estimates  necessary to present fairly,  in all
     material respects, the results for the periods ended September 30, 2000 and
     1999.  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 SEC rules
     and  regulations,  although  Oglethorpe  believes that the  disclosures are
     adequate to make the information presented not misleading.  These condensed
     financial  statements  should  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.  Certain  amounts for 1999 have
     been  reclassified  to conform with the current  period  presentation.  The
     results of operations for the three and nine month periods ended  September
     30, 2000 are not  necessarily  indicative of results to be expected for the
     full year.


(B)  In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards (SFAS) No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." In June 2000, the Financial Accounting
     Standards  Board issued SFAS No. 138,  "Accounting  for Certain  Derivative
     Instruments and Certain Hedging  Activities," an amendment of SFAS No. 133.
     The new standard,  as amended,  requires an entity to recognize derivatives
     as either assets or  liabilities  in the financial  statements,  to measure
     those instruments at fair value and to reflect the changes in fair value of
     those  instruments as either  components of comprehensive  margin or in net
     margin, depending on the types of those instruments.

     In preparation  for adoption of this Statement  effective  January 1, 2001,
     Oglethorpe  has completed an analysis of the  information  required by SFAS
     133. Oglethorpe is currently assessing the impact that adoption of SFAS 133
     will have on results of operations and financial condition. Oglethorpe will
     continue to evaluate  all current and possible  future use of  derivatives,
     including  their  effectiveness  for  hedging,  and  to  apply  appropriate
     procedures and methods for valuing them.



                                       7
<PAGE>


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


Results of Operations


For the Three Months and Nine Months Ended September 30, 2000 and 1999
----------------------------------------------------------------------

Net Margin and Comprehensive Margin

Oglethorpe's net margins (loss) for the three-month and nine-month periods ended
September 30, 2000 were ($323,000) and $18.5 million, respectively,  compared to
$6.2  million  and $18.8  million for the same  periods of 1999.  As a result of
lower  than  budgeted  fixed O&M  expenses  for the  nine-month  period of 2000,
Oglethorpe's  Board of Directors  approved a $10.5 million  reduction to revenue
requirements. This was recorded as a $10.5 million reduction in Sales to Members
for the third quarter of 2000 which resulted in a lower net margin for the third
quarter of 2000. Year-to-date net margin, after this adjustment, is on target to
meet the margin requirement under Oglethorpe's  Indenture.  Comprehensive margin
for Oglethorpe is net margin adjusted for the net change in unrealized gains and
losses on investments in available-for-sale securities.

Operating Revenues

Revenues from sales to Oglethorpe's 39 retail electric distribution  cooperative
members (the  Members) for the three months and nine months ended  September 30,
2000 were  19.7% and 5.1% lower  than the same  periods  of 1999.  Megawatt-hour
(MWh) sales to Members were 1.8% and 7.0% higher in the current  three-month and
nine-month  periods  compared to the same  periods of 1999.  The increase in MWh
sales to Members in 2000 compared to 1999 was  primarily due to continued  sales
growth in the Members'  service  territories.  The average  revenue per MWh from
sales to Members  was 21.2% and 11.3% less for the current  periods  compared to
the same periods of 1999.

The  components  of Member  revenues  for the three months and nine months ended
September 30, 2000 and 1999 were as follows:

                           Three Months                   Nine Months
                           Ended September 30,            Ended September 30,


                       2000              1999             2000          1999
                       ----              ----             ----          ----

                                         (dollars in thousands)


Capacity revenues   $151,433           $155,287          $464,361       $465,710
Energy revenues      146,344            215,554           369,506        412,714
                    --------           --------          --------       --------
     Total          $297,777           $370,841          $833,867       $878,424
                    ========           ========          ========       ========

While capacity  revenues from Members for the three months and nine months ended
September 30, 2000 compared to 1999  decreased  slightly,  energy  revenues were

                                       8
<PAGE>

32.1% and 10.5% lower for the current  periods  compared to the same  periods of
1999.  The  decrease  in  energy  revenues  in  2000  was  primarily  due to the
pass-through of lower  purchased  power energy costs (see  "Operating  Expenses"
below).  Oglethorpe's  average  energy revenue per MWh from sales to Members was
33.3% and 16.3% less in the current  three-month and nine-month  periods of 2000
compared to the same periods of 1999.

Sales to non-Members  were  primarily  from energy sales to other  utilities and
power  marketers.  The  following  table  summarizes  the amounts of  non-Member
revenues from these sources for the three months and nine months ended September
30, 2000 and 1999:


                                    Three Months             Nine Months
                                 Ended September 30,      Ended September 30,

                                  2000        1999        2000        1999
                                  ----        ----        ----        ----

                                           (dollars in thousands)

Sales to other utilities       $16,333     $21,884     $36,677     $34,588
Sales to power marketers           323         911       3,798       5,305
                               -------     -------     -------     -------
     Total                     $16,656     $22,795     $40,475     $39,893
                               =======     =======     =======     =======

Sales to other utilities represent sales made directly by Oglethorpe. Oglethorpe
sells for its own account any energy available from the portion of its resources
dedicated to Morgan  Stanley  Capital  Group Inc.  (Morgan  Stanley) that is not
scheduled by Morgan Stanley pursuant to its power marketer arrangement.

Under the LG&E Energy  Marketing  Inc.  (LEM) and Morgan  Stanley power marketer
arrangements,  sales to the power marketers represent the net energy transmitted
on  behalf  of  LEM  and  Morgan  Stanley  off-system  on  a  daily  basis  from
Oglethorpe's total resources. Oglethorpe sold this energy to LEM at Oglethorpe's
cost, subject to certain  limitations,  and to Morgan Stanley at a contractually
fixed price.  The volume of sales to power  marketers  depends  primarily on the
power marketers' decisions for servicing their load requirements.

Operating Expenses

Operating expenses for the three months and nine months ended September 30, 2000
were 20.6% and 4.8% lower  compared to the same periods of 1999.  The  decreases
were primarily due to lower  purchased  power costs for the current  three-month
period  compared  to the same period of 1999 and offset  somewhat  due to higher
fuel costs for the  current  nine-month  period  compared  to the same period of
1999.

Purchased  power costs  decreased  35.5% and 17.1% for the three months and nine
months ended  September 30, 2000 compared to the same periods of 1999.  This was
due to a  decrease  of  49.0%  and  35.3% in the  average  cost per MWh of total
purchased  power  in  2000  compared  to  the  comparable

                                       9
<PAGE>

periods of 1999.  Purchased MWhs  increased  26.6% and 28.0% in 2000 compared to
the same periods of 1999. Purchased power costs were as follows:


                       Three Months                           Nine Months
                    Ended September 30,                  Ended September 30,


                       2000           1999                   2000         1999
                       ----           ----                   ----         ----

                                         (dollars in thousands)


Capacity costs       $32,451         $22,858               $78,508       $75,207
Energy costs          91,719         169,555               201,731       262,941
                    --------        --------              --------      --------
     Total          $124,170        $192,413              $280,239      $338,148
                    ========        ========              ========      ========


Purchased  power  capacity  costs for the three  months  and nine  months  ended
September 30, 2000 were 42.0% and 4.4% higher than the same periods of 1999. The
higher capacity costs were primarily a result of capacity  charges  incurred for
new  power  purchase  agreements,  including  an  agreement  with  Doyle I, LLC.
Purchased power energy costs for the three-month and nine-month  periods of 2000
were 45.9% and 23.3% lower compared to the same periods of 1999. These decreases
resulted from a combination of lower prices in the wholesale electricity markets
and from purchases made under new power purchase  agreements  during the current
quarter.  This  resulted in a 57.3% and 40.1%  decrease  in the average  cost of
purchased  power energy per MWh for the  three-month  and nine-month  periods of
2000 compared to 1999.

Fuel costs  increased  13.2% for the current  nine-month  period compared to the
same  period of 1999  primarily  as a result of an  increase  of 9.8% in MWhs of
generation.  For the current  nine-month  period,  nuclear  generation  was 6.8%
higher and fossil  generation was 11.9% higher as compared to the same period of
1999. The larger portion of fossil generation with its higher average fuel cost
compared to nuclear fuel yielded a 3.0% increase in average fuel cost.

Other Income

Investment  income was higher in the three-month and nine-month  periods of 2000
compared to the same  periods of 1999  partly due to higher  cash and  temporary
cash  investment  balances and higher  interest  earnings on those  investments,
partly due to higher  earnings from the  decommissioning  fund and partly due to
interest  earnings on the notes receivable from Smarr EMC relating to the Sewell
Creek Energy Facility. See "Financial Condition" for a further discussion of the
Sewell Creek Energy Facility.


                                       10
<PAGE>


Financial Condition


Capital Requirements and Sources of Capital
-------------------------------------------

As previously  reported,  the Members' power requirements have exceeded existing
resources  and are expected to continue to exceed  existing  resources  over the
next several years.  Under their Wholesale Power Contracts with Oglethorpe,  the
Members may choose to satisfy all or a portion of their future requirements from
sources other than Oglethorpe,  including Member-owned generation. Some of these
requirements are now being met by combustion  turbine  facilities owned by Smarr
EMC, a cooperative  owned by 37 of Oglethorpe's  39 Members.  Smarr EMC's 217 MW
Smarr Energy Facility began  operating in June 1999.  Three of the four units of
Smarr EMC's 492 MW Sewell Creek Energy Facility  (Sewell  Creek) were declared
in commercial  operation in June and July 2000, and the fourth unit was declared
in commercial operation in September 2000.

Oglethorpe  provided the interim financing for Sewell Creek, and as of September
30, 2000,  $154.9 million of commercial  paper was outstanding for this purpose.
In late September, Smarr EMC closed on a permanent financing for Sewell Creek on
a non-recourse  basis to  Oglethorpe,  and in early October Smarr EMC reimbursed
Oglethorpe $154.5 million  representing  project costs incurred for Sewell Creek
construction through July 31, 2000.  Oglethorpe in turn used the funds to retire
$154.5 million of outstanding commercial paper. See "THE MEMBERS--Smarr EMC" and
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS--Financial  Condition--Liquidity  and  Sources of Capital" in Items 1
and 7 of Oglethorpe's  1999 Annual Report on Form 10-K for a further  discussion
of Smarr EMC.

As previously reported,  Oglethorpe has entered into agreements to construct six
new  combustion  turbine units  totaling 660 MW of capacity and has an option to
construct a 520 MW combined cycle facility.  Four of the combustion turbines are
targeted for completion in 2002, with the other two to be completed in 2003. The
combined cycle facility is targeted for completion in 2003. Oglethorpe estimates
capital   expenditures   for  these   facilities,   excluding   interest  during
construction,  will be approximately  $88 million in 2000, $277 million in 2001,
$129  million  in 2002 and $22  million in 2003.  The  Members  are  considering
participation in these  facilities,  through a subsidiary of Oglethorpe or Smarr
EMC or a similar entity. Oglethorpe is currently providing the interim financing
for these  facilities  and expects to arrange  for  construction  and  permanent
financing  either  from the Rural  Utilities  Service  or  another  lender.  See
"OGLETHORPE POWER  CORPORATION--Relationship with RUS" in Item 1 of Oglethorpe's
1999 Annual Report on Form 10-K.  Oglethorpe  has also made an option payment on
equipment for a possible  combined  cycle project to be completed in 2004. As of
September 30, 2000, Oglethorpe had $47.6 million of commercial paper outstanding
relating to the interim financing of these future facilities.

General
-------

Total assets and total  equity plus  liabilities  as of September  30, 2000 were
$4.6  billion,  which was $77.3  million  greater than the total at December 31,
1999. The increase was due primarily to additions to plant,  an increase in cash
and temporary  cash  investments,  and an increase in the notes  receivable  for
construction   of  the  Sewell  Creek  Energy   Facility,   offset  somewhat  by
depreciation of plant.

                                       11
<PAGE>

Assets

Property  additions  for the nine months ended  September 30, 2000 totaled $76.0
million.  These  additions  primarily  consisted  of  costs  related  to the six
combustion  turbine  units  discussed  above,  purchases  of  nuclear  fuel  and
additions,  replacements and improvements to existing generation facilities. The
$31.9 million increase in construction work in progress was due primarily to the
construction of the six combustion turbine units.

The  increase  in cash and  temporary  cash  investments  was the result of cash
provided  by  operations   exceeding   cash  used  in  financing  and  investing
activities,   including  property  additions  noted  above  and  debt  principal
repayments.

The  increase  in notes  receivable  resulted  primarily  from use of funds  for
interim  financing  activities  related to the  construction of the Sewell Creek
Energy Facility.

Prepayments and other current assets increased primarily due to $17.9 million in
option  payments  related to the two proposed  combined  cycle  facilities,  and
estimated  prepayments  for Hatch Unit 1 O&M costs for  October  2000 being $5.5
million higher compared to the estimate for January 2000.

The decrease in other  deferred  charges is primarily due to the 1999  refueling
outage costs for Hatch Unit No. 1 being significantly  higher than the refueling
outage costs incurred to date in 2000.  Such costs are amortized to expense over
the 18-month operating cycle of the unit.

Equity and Liabilities

Notes  payable  represents  commercial  paper  issued by  Oglethorpe  as interim
financing for costs incurred in the  construction of Sewell Creek and the future
facilities  discussed above. (See "Capital  Requirements and Sources of Capital"
for a  discussion  of the  reimbursement  by Smarr EMC of the costs  relating to
Sewell Creek construction.)

The increase in accrued interest primarily resulted from the accrual of interest
expense  associated  with the Scherer  lease.  There was no comparable  interest
accrual  at  December  31,  1999 as the  Scherer  interest  payment  was made in
December 1999.

Accrued and withheld taxes increased as a result of the normal monthly  accruals
for property taxes, which are generally paid in the fourth quarter of the year.

The decrease in other  current  liabilities  primarily  resulted  from  year-end
accruals for professional and legal services.

Other deferred credits and liabilities  increased principally due to the accrual
of other post employment benefits,  which are pass-through expenses from Georgia
Power Company.

                                       12
<PAGE>


Forward-Looking Statements and Associated Risks

This  Quarterly  Report  on  Form  10-Q  contains  forward-looking   statements,
including  statements  regarding,  among other items, (i) anticipated  trends in
Oglethorpe's  business and (ii)  Oglethorpe's  future capital  requirements  and
sources  of  capital.  These  forward-looking  statements  are based  largely on
Oglethorpe's  current  expectations  and are  subject  to a number  of risks and
uncertainties,  certain of which are beyond  Oglethorpe's  control.  For certain
factors  that  could  cause  actual  results  to differ  materially  from  those
anticipated by these forward-looking  statements, see "CERTAIN FACTORS AFFECTING
THE ELECTRIC  UTILITY  INDUSTRY" and  "MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF
FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS--Miscellaneous--Competition"  in
Items 1 and 7 of Oglethorpe's 1999 Annual Report on Form 10-K. In light of these
risks and  uncertainties,  there can be no assurance that events  anticipated by
the forward-looking  statements  contained in this Quarterly Report will in fact
transpire.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Changes in Risk Exposure

Oglethorpe's  market  risks have not changed  materially  from the market  risks
reported  in  Oglethorpe's  1999  Annual  Report on Form 10-K.  For  information
regarding  Oglethorpe's  risk management  policies,  see Item 7A of Oglethorpe's
Annual Report on Form 10-K and Item 3 of Oglethorpe's  Quarterly  Report on Form
10-Q for the quarter ended June 30, 2000.













                                       13
<PAGE>


PART II -   OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

    (a)   Exhibits

    Number    Description

     27.1       Financial Data Schedule (for SEC use only).


     (b)   Reports on Form 8-K

     No reports  on Form 8-K were  filed by  Oglethorpe  for the  quarter  ended
     September 30, 2000.



















                                       14
<PAGE>


                                   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 Corporation)




Date: November 14, 2000                By: /s/ Thomas A. Smith
                                           -------------------------------------
                                               Thomas A. Smith
                                            President and Chief Executive
                                            Officer
                                            (Principal Executive Officer)


Date: November 14, 2000                     /s/ Mac F. Oglesby
                                            ------------------------------------
                                                Mac F. Oglesby
                                            Treasurer
                                            (Principal Financial Officer)


Date: November 14, 2000                     /s/ W. Clayton Robbins
                                            ------------------------------------
                                                W. Clayton Robbins
                                            Senior Vice President,
                                            Finance and Administration
                                            (Principal Financial Officer)

Date: November 14, 2000                     /s/ Willie B. Collins
                                            ------------------------------------
                                                Willie B. Collins
                                            Controller and Chief Risk
                                            Officer
                                            (Chief Accounting Officer)

                                       15



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