-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzRBOnjTby6U6QdH7dND+skekiNYZ6ySYzTY2xJSs70o9Ct05RRm/tse7POcBLT4 JXtr8lOfpNgKE/gldvCdwA== 0001047469-98-020043.txt : 19980515 0001047469-98-020043.hdr.sgml : 19980515 ACCESSION NUMBER: 0001047469-98-020043 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLETHORPE POWER CORP CENTRAL INDEX KEY: 0000788816 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 581211925 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-07591 FILM NUMBER: 98619739 BUSINESS ADDRESS: STREET 1: 2100 EAST EXCHANGE PL STREET 2: P O BOX 1349 CITY: TUCKER STATE: GA ZIP: 30085-1349 BUSINESS PHONE: 4042707600 10-Q 1 FORM 10-Q 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 MARCH 31, 1998 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. OGLETHORPE POWER CORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
PAGE NO. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets as of March 31, 1998 (Unaudited) and December 31, 1997 3 Condensed Statements of Revenues and Expenses and Comprehensive Margin (Unaudited) for the Three Months Ended March 31, 1998 and 1997 5 Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 1998 and 1997 6 Notes to the Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 13
2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Oglethorpe Power Corporation Condensed Balance Sheets March 31, 1998 and December 31, 1997 - ---------------------------------------------------------------------------- (dollars in thousands)
1998 1997 Assets (Unaudited) -------------------------- Electric plant, at original cost: In service $ 4,909,129 $ 4,910,067 Less: Accumulated provision for depreciation (1,442,137) (1,412,287) ------------- ------------ 3,466,992 3,497,780 Nuclear fuel, at amortized cost 87,879 90,423 Construction work in progress 13,968 13,578 ------------- ------------ 3,568,839 3,601,781 ------------- ------------ Investments and funds: Decommissioning fund, at market 114,081 105,817 Deposit on Rocky Mountain transactions, at cost 53,056 52,176 Bond, reserve and construction funds, at market 32,254 33,160 Investment in associated organizations, at cost 15,709 15,940 Other, at cost 4,645 4,641 ------------- ------------ 219,745 211,734 ------------- ------------ Current assets: Cash and temporary cash investments, at cost 58,515 63,215 Other short-term investments, at market 98,512 97,022 Receivables 94,775 105,993 Inventories, at average cost 76,377 65,528 Prepayments and other current assets 11,698 12,530 ------------- ------------ 339,877 344,288 ------------- ------------ Deferred charges: Premium and loss on reacquired debt, being amortized 194,974 196,583 Deferred amortization of Scherer leasehold 97,088 96,303 Deferred debt expense, being amortized 16,362 15,345 Other 42,552 43,823 ------------- ------------ 350,976 352,054 ------------- ------------ $ 4,479,437 $ 4,509,857 ------------- ------------ ------------- ------------
The accompanying notes are an integral part of these condensed financial statements. 3 Oglethorpe Power Corporation Condensed Balance Sheets March 31, 1998 and December 31, 1997 - ---------------------------------------------------------------------------- (dollars in thousands)
1998 1997 Equity and Liabilities (Unaudited) -------------------------- Capitalization: Patronage capital and membership fees (including unrealized(gain) loss of ($122) at March 31, 1998 and $107 at December 31, 1997 on available-for-sale securities) $ 338,364 $ 330,509 Long-term debt 3,225,356 3,258,046 Obligations under capital leases 287,078 288,638 Obligation under Rocky Mountain transactions 53,056 52,176 ------------ ------------ 3,903,854 3,929,369 ------------ ------------ Current liabilities: Long-term debt and capital leases due within one year 92,196 89,556 Notes payable - Accounts payable 33,403 51,103 Accrued interest 14,332 12,961 Accrued and withheld taxes 5,308 517 Other current liabilities 6,137 8,428 ------------ ------------ 151,376 162,565 ------------ ------------ Deferred credits and other liabilities: Gain on sale of plant, being amortized 60,137 60,756 Net benefit of Rocky Mountain transactions, being amortized 91,578 92,375 Net benefit of sale of income tax benefits, being amortized 32,037 34,039 Accumulated deferred income taxes 63,117 63,117 Decommissioning reserve 151,222 142,354 Other 26,116 25,282 ------------ ------------ 424,207 417,923 ------------ ------------ $ 4,479,437 $ 4,509,857 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these condensed financial statements. 4 Oglethorpe Power Corporation Condensed Statements of Revenues and Expenses and Comprehensive Margin (Unaudited) For the Three Months Ended March 31, 1998 and 1997 - ---------------------------------------------------------------------------- (dollars in thousands)
1998 1997 --------------------- Operating revenues: Sales to Members $ 231,943 $ 257,031 Sales to non-Members 3,324 14,454 ----------- ---------- Total operating revenues 235,267 271,485 ----------- ---------- Operating expenses: Fuel 39,867 44,889 Production 46,932 48,853 Purchased power 54,564 57,991 Depreciation and amortization 31,123 36,239 Other operating expenses - 5,695 ----------- ---------- Total operating expenses 172,486 193,667 ----------- ---------- Operating margin 62,781 77,818 ----------- ---------- Other income (expense): Interest income 7,840 7,434 Amortization of net benefit of sale of income tax benefits 2,798 2,798 Allowance for equity funds used during construction 22 84 Other 125 1,507 ----------- ---------- Total other income 10,785 11,823 ----------- ---------- Interest charges: Interest on long-term-debt and other obligations 66,145 80,557 Allowance for debt funds used during construction (205) (352) ----------- ---------- Net interest charges 65,940 80,205 ----------- ---------- Net margin 7,626 9,436 Net change in unrealized gain (loss) on available for sale securities 229 (947) ----------- ---------- Comprehensive margin $ 7,855 $ 8,489 ----------- ---------- ----------- ----------
The accompanying notes are an integral part of these condensed financial statements. 5 Oglethorpe Power Corporation Condensed Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 1998 and 1997 - ---------------------------------------------------------------------------- (dollars in thousands)
1998 1997 --------------------- Cash flows from operating activities: Net margin $ 7,626 $ 9,436 ----------- ----------- Adjustments to reconcile net margin to net cash provided by operating activities: Depreciation and amortization 43,554 56,911 Net benefit of Rocky Mountain transactions - 24,859 Deferred gain from Corporate Restructuring - 4,757 Allowance for equity funds used during construction (22) (84) Amortization of deferred gains (619) (585) Amortization of net benefit of sale of income tax benefits (2,798) (2,798) Deferred income taxes - (1,362) Other 4,206 2,227 Change in net current assets, excluding long-term debt due within one year, notes payable and deferred margins to be refunded within one year: Receivables 11,218 14,092 Inventories (10,849) (1,530) Prepayments and other current assets 831 (2,413) Accounts payable (17,700) (1,930) Accrued interest 1,371 (1,568) Accrued and withheld taxes 4,791 4,042 Other current liabilities (2,291) (3,356) ----------- ----------- Total adjustments 31,692 91,262 ----------- ----------- Net cash provided by operating activities 39,318 100,698 ----------- ----------- Cash flows from investing activities: Property additions (8,085) (24,962) Net proceeds from bond, reserve and construction funds 938 21,793 (Decrease) Increase in investment in associated organizations 231 (51) Increase in other short-term investments (1,293) (1,766) Increase in decommissioning fund (3,808) (2,423) Net cash received in Corporate Restructuring - 20,175 Other - (4,168) ----------- ----------- Net cash (used in) provided by investing activities (12,017) 8,598 ----------- ----------- Cash flows from financing activities: Debt proceeds, net (2,198) 101,149 Debt payments (30,820) (239,805) Retirement of patronage capital - (48,863) Other 1,017 (2,159) ----------- ----------- Net cash used in financing activities (32,001) (189,678) ----------- ----------- Net decrease in cash and temporary cash investments (4,700) (80,382) Cash and temporary cash investments at beginning of period 63,215 132,783 ----------- ----------- Cash and temporary cash investments at end of period $ 58,515 $ 52,401 ----------- ----------- ----------- ----------- Cash paid for: Interest (net of amounts capitalized) $ 58,026 $ 76,871 Income taxes - 3,525
The accompanying notes are an integral part of these condensed financial statements. 6 OGLETHORPE POWER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 (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 include only normal recurring adjustments) and estimates necessary to present fairly, in all material respects, the results for the periods ended March 31, 1998 and 1997. 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. Certain amounts for 1997 have been reclassified to conform with the current period presentation. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS For the Three Months Ended March 31, 1998 and 1997 As reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Oglethorpe and its 39 retail electric distribution cooperative members (the Members) completed a corporate restructuring (the Corporate Restructuring) on March 11, 1997, in which Oglethorpe was divided into three specialized operating companies. Oglethorpe now operates the power supply business, Georgia Transmission Corporation (GTC) operates the transmission business and Georgia System Operations Corporation (GSOC) operates the system operations business. The Condensed Statement of Revenues and Expenses for the three months ended March 31, 1998 reflects Oglethorpe's operations solely as a power supply company, whereas the Condensed Statement of Revenues and Expenses for the three months ended March 31, 1997 reflects Oglethorpe's operations as a combined power supply, transmission and system operations company. Although the Corporate Restructuring was completed on March 11, 1997, pursuant to the restructuring agreement among Oglethorpe, GTC and GSOC, all transmission-related and systems operations-related revenues were assigned to Oglethorpe, and all transmission-related and systems operations-related costs were paid or reimbursed by Oglethorpe during the period March 11, 1997 through March 31, 1997. Decreases in operating revenues, depreciation and amortization, other operating expenses, operating margin, net interest charges and net margin from 1997 to 1998 are primarily attributable to the Corporate Restructuring. See Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 for a pro forma presentation of the Statement of Revenues and Expenses for the year ended December 31, 1997, reflecting the exclusion of the transmission and system operations businesses, as though the Corporate Restructuring had occurred at the beginning of 1997 (Note 11 of Notes to Financial Statements). OPERATING REVENUES Revenues from sales to Members for the three months ended March 31, 1998 were 9.8% lower compared to the same period of 1997. Revenues from Members were lower primarily due to the removal of capacity revenues relating to the transmission business. Although Megawatt-hour (MWh) sales to Members increased 7.5%, energy revenues from Members increased only 5.3%. Consequently, Oglethorpe's average energy revenue per MWh from sales to Members for the three-month period was 2.1% lower in 1998 compared to 1997. This decrease resulted from lower average fuel cost and lower average purchased power cost discussed below under "Operating Expenses". Sales to non-Members were primarily from energy sales to other utilities and power marketers, and pursuant to contractual arrangements with Georgia Power Company (GPC). The following table 8 summarizes the amounts of non-Member revenues from these sources for the three months ended March 31, 1998 and 1997:
Three Months Ended March 31, ------------------- 1998 1997 --------- -------- (dollars in thousands) Sales to other utilities $ 2,225 $ 4,263 Sales to power marketers 1,099 432 GPC - Power supply arrangements 0 7,579 ITS transmission agreements 0 2,180 -------- -------- Total $ 3,324 $ 14,454 -------- -------- -------- --------
Sales to other utilities represent sales made directly by Oglethorpe. Oglethorpe sells for its own account any energy in excess of 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 represented the net energy transmitted on behalf of LEM and Morgan Stanley off-system on a daily basis from Oglethorpe's total resources. Such energy was sold to LEM and Morgan Stanley at Oglethorpe's cost, with certain limited adjustments set forth in the arrangements. The volume of sales to power marketers depends primarily on the power marketers' decisions for servicing their load requirements. The revenues from power supply arrangements with GPC were derived in 1997 from energy sales arising from dispatch situations whereby GPC caused Plant Wansley to be operated when Oglethorpe's system did not require all of its contractual entitlement to the generation. These revenues compensated Oglethorpe for its costs because, under the operating agreement (before it was amended), Oglethorpe was responsible for its share of fuel costs any time a unit operated. With the commencement of the separate dispatch of Plant Wansley as of May 1, 1997, this type of sale to GPC ended. Another source of non-Member revenues was payments received from GPC for use of the Integrated Transmission System (ITS) and related transmission interfaces. GPC compensated Oglethorpe to the extent that Oglethorpe's percentage of investment in the ITS exceeded its percentage use of the system. In such case, Oglethorpe was entitled to income as compensation for the use of its investment by the other ITS participants. As a result of the Corporate Restructuring, all of the revenues in this category have been GTC's revenues since April 1, 1997. 9 OPERATING EXPENSES Operating expenses were 10.9% lower in the three months ended March 31, 1998 compared to the same period of 1997. Operating expenses were lower due to the elimination of depreciation and amortization and other operating expenses relating to the transmission business assumed by GTC in connection with the Corporate Restructuring. However, the decreases in fuel expense and in purchased power expense did not result from the Corporate Restructuring. Fuel costs decreased 11.2% in the three months ended March 31, 1998 from the same period of the prior year, while total MWhs of generation decreased only 2.8%. Such savings in average fuel cost resulted from the difference in the mix of generation, with a higher percentage of the generation from nuclear and less from fossil than the comparable period for 1997. The shift in the mix of generation resulted primarily from a decrease in fossil generation in 1998 resulting from maintenance outages at Plant Scherer Unit No. 2 and at Plant Wansley Unit No. 2. Purchased power cost for the three months ended March 31, 1998 was 5.9% lower compared to the same period of 1997. A total of 8.6% more MWhs were purchased in 1998 compared to 1997. Consequently, the average cost of purchased power per MWh has decreased by 13.4%. The savings were primarily as a result of the elimination, effective September 1, 1997, of another 250-megawatt component block under the Block Power Sale Agreement between Oglethorpe and GPC. Other operating expenses for 1997 reflect expenses for the power delivery portion of the business which was subsequently transferred to GTC in connection with the Corporate Restructuring. OTHER INCOME Other income for the three months ended March 31, 1998 decreased compared to the same period of 1997. For 1997, the caption "Other" reflected a margin of approximately $720,000 related to Oglethorpe's marketing support services which was subsequently transferred to EnerVision. In 1998, EnerVision's margin was approximately $100,000. See Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 for further discussion of EnerVision. INTEREST CHARGES Net interest charges for the three months ended March 31, 1998 decreased compared to the same period of 1997 primarily due to the debt assumed by GTC in connection with the Corporate Restructuring. NET MARGIN AND COMPREHENSIVE MARGIN Oglethorpe's net margin for the three months ended March 31, 1998 was $7.6 million compared to $9.4 million for the same period of 1997. Since Oglethorpe's margin requirement is based on a ratio applied to interest charges, the reduction in interest charges resulting from the Corporate Restructuring also reduced Oglethorpe's margin requirement. Comprehensive margin is now reported on the Condensed Statement of Revenues and Expenses, consistent with Statement No. 130, "Reporting Comprehensive Income", issued by the Financial 10 Accounting Standards Board. This Statement requires the reporting of all components of changes in equity on the Statement of Revenues and Expenses. For Oglethorpe, the only additional item being reported is the net change in unrealized gains (losses) on investments in available-for-sale securities. FINANCIAL CONDITION Total assets and total equity plus liabilities as of March 31, 1998 were $4.5 billion which was $30 million less than the total at December 31, 1997 due primarily to depreciation of plant. ASSETS Property additions for the three months ended March 31, 1998 totaled $8.1 million primarily for purchases of nuclear fuel and for additions, replacements and improvements to existing generation facilities. The increase in the decommissioning investment fund and the decommissioning reserve resulted from earnings of the fund. An amount equal to the earnings of the fund was accrued as an increase to the decommissioning reserve. The decrease in receivables resulted from the normal seasonable variations in the receivable balance from the Members at year-end 1997 compared to the balance at March 31, 1998. Inventories increased primarily as a result of the coal inventories for Plants Scherer and Wansley returning to more normal levels at March 31, 1998 from lower 1997 year-end levels caused by problems associated with rail transportation. EQUITY AND LIABILITIES Accounts payable decreased due to normal variations in the timing of payables activity. Accrued and withheld taxes increased as a result of the normal monthly accruals of property taxes, which are generally paid in the fourth quarter of the year. The decrease in other current liabilities primarily resulted from $3.0 million lower negative cash at March 31, 1998 than compared to negative cash at 1997 year-end. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 11
NUMBER DESCRIPTION - --------- ------------ 10.1.3(c) Second Amendment to Supporting Assets Lease No. 2, dated as of October 3, 1989, together with a Schedule identifying three substantially identical Second Amendments to Supporting Assets Leases. 10.1.4(c) Second Amendment to Supporting Assets Sublease No. 2, dated as of October 3, 1989, together with a Schedule identifying three substantially identical Second Amendments to Supporting Assets Subleases. 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 March 31, 1998. 12 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: May 14, 1998 By: /S/ T. D. KILGORE ------------------------------------- T. D. Kilgore President and Chief Executive Officer (Principal Executive Officer) Date: May 14, 1998 /S/ MAC F. OGLESBY ------------------------------------- Mac F. Oglesby Treasurer and Director (Principal Financial Officer) Date: May 14, 1998 /S/ THOMAS A. SMITH ------------------------------------- Thomas A. Smith Senior Financial Officer (Principal Financial Officer) Date: May 14, 1998 /S/ ROBERT D. STEELE ------------------------------------- Robert D. Steele Controller (Chief Accounting Officer) 13 EX-10.1 2 EX10-1-3(C) EXHIBIT 10.1.3(c) - -------------------------------------------------------------------------------- SECOND AMENDMENT TO SUPPORTING ASSETS LEASE NO. 2 dated as of October 3, 1989 by and between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), as Lessor and THE CITIZENS AND SOUTHERN NATIONAL BANK a national banking association, not in its individual capacity but solely as Owner Trustee under Trust Agreement No. 2, dated December 30, 1985, as amended and supplemented, with Ford Motor Credit Company, as Lessee - -------------------------------------------------------------------------------- Undivided Interest in Plant Robert W. Scherer Unit No. 2 818 MW, Nominally Rated, Coal-Fired Electric Generating Unit Located in Monroe County, Georgia - -------------------------------------------------------------------------------- SECOND AMENDMENT TO SUPPORTING ASSETS LEASE NO. 2, dated as of October 3, 1989 (the "Second Amendment"; capitalized terms used herein being defined as provided in Article 1 of the Supporting Assets Lease, as hereinafter defined), is by and between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), as Lessor ("Lessor"), and THE CITIZENS AND SOUTHERN NATIONAL BANK, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement referred to on the cover page hereof with the party referred to on the cover page hereof, as Lessee ("Lessee"). RECITALS: a. Pursuant to that certain Trust Supplement No. 2, dated as of October 7, 1986, to Trust Agreement No. 2, dated December 30, 1985, by and among Ford Motor Credit Company, Wilmington Trust Company, William J. Wade, and Lessee, Lessee has been appointed as an Owner Trustee and has accepted the trust created thereby, and Lessee, as an Owner Trustee, has become a party to that certain Supporting Assets Lease No. 2, dated December 30, 1985, recorded in the Office of the Clerk of the Superior Court of Monroe County, Georgia in Volume 203, Page 194, as amended by that certain First Amendment to the Supporting Assets Lease No. 2, dated November 19, 1987, and recorded in the aforesaid records in Volume 254, Page 206 (as amended, the "Supporting Assets Lease"). b. Pursuant to that certain Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement, dated as of May 15, 1980, by and among Lessor, Georgia Power Company ("Georgia Power"), the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, as amended (the "Units Agreement"), Lessor is required to convey a portion of its undivided interest in the Plant Scherer Common Facilities (as that term is defined in Section 1(d) of the Units Agreement) to Georgia Power, which is obligated to acquire such undivided interest. c. Pursuant to Section 2.4 of the Supporting Assets Lease, Lessee and Lessor have agreed to reduce the Leasehold Estate (as that term is defined in the Supporting Assets Lease) in connection with such conveyance. d. Schedule 5 to the Supporting Assets Lease, due to a scrivener's error, contains an incorrect percentage interest which is referred to in the definition of Leasehold Estate) and the parties hereto wish to correct such scrivener's error. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and Lessor hereby amend the Supporting Assets Lease as follows: (1) The definition of "Leasehold Estate" from and after the date of this Second Amendment is hereby amended by deleting the following portion thereof: "(iii) OPC's undivided twenty-seven and two hundred twenty-five thousandths percent (27.225%) interest in the Global Common Facilities", and replacing it with the following: "(iii) OPC's undivided fifteen percent (15%) interest in the Global Common Facilities". In connection therewith, Lessee hereby releases, discharges, remises and quitclaims unto Lessor any interest in the undivided twelve and two hundred twenty-five thousandths percent (12.225%) interest in the Global Common Facilities formerly held by Lessee under the Supporting Assets Lease and released hereunder. (2) The Percentage Interest shown on Schedule 5 to the Supporting Assets Lease, under Item (2) is hereby amended, as of December 30, 1985, by deleting "(20.2531645/.06)%" and replacing it with the following: "(20.2531645/0.6)%". (3) Except as expressly amended hereby, the Supporting Assets Lease and all terms and conditions thereof shall continue in full force and effect, unmodified and unchanged. From and after the date hereof, the Supporting Assets Lease and all references thereto shall mean and include the Supporting Assets Lease as amended by this Second Amendment. This Second Amendment may be executed in any number of counterparts and by each of the parties hereto on separate counterparts, all such counterparts together constituting but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed under seal by their respective officers thereunto duly authorized as of the day and year hereinabove written. LESSOR: OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION) Signed, sealed and delivered in the presence of: By: /s/ F. F. Stacy --------------------------------- Name: F. F. Stacy Title: President and Chief Executive Officer /s/ Alan J. Lowenthal - ---------------------------- Unofficial Witness /s/ Sharon Webster Attest: /s/ John S. Sr. Dean, Sr. - ---------------------------- ---------------------------- Notary Public Name: John S. Dean, Title: Secretary-Treasurer My commission expires: December 30, 1991 [CORPORATE SEAL] - ---------------------------- [NOTARY SEAL] Executed by the above Notary Public on this 2nd day of October, 1989. [Signatures Continued on Next Page] 3 [Signatures Continued From Previous Page] LESSEE: THE CITIZENS AND SOUTHERN NATIONAL BANK, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement referred to on the cover page hereof Signed, sealed and delivered in the presence of: By: /s/ Joe D. Deadwyler --------------------------------------- Name: Joe D. Deadwyler Title: Vice President /s/ A. Street - ---------------------------- Unofficial Witness /s/ William D. Whipple Attest: /s/ Susan L. Adams - ---------------------------- ---------------------------------- Notary Public Name: Susan L. Adams Title: Vice President My commission expires: December 6, 1991 [BANK SEAL] - ---------------------------- [NOTARY SEAL] Executed by the above Notary Public on this 27th day of September, 1989. 4 SCHEDULE TO EXHIBIT 10.1.3(C) Second Amendment to Supporting Assets Lease No. 2 The following table sets forth the differences found in three substantially identical Second Amendments to Supporting Assets Leases, each dated as of the same date as the above lease. Paragraph a of the Recitals, in each respective Second Amendment to Supporting Assets Lease, contains recording information for its original Supporting Assets Lease, dated as of December 30, 1985 and its First Amendment to Supporting Assets Lease, dated as of November 19, 1987, all filed with the Office of the Clerk of the Superior Court of Monroe County, Georgia.
Recording Information --------------------- Supporting First Amendment to Agreement No. Owner Participant Assets Lease Supporting Assets Lease - ------------- ----------------- ------------ ----------------------- 1 IBM Credit Financing Corporation Vol. 203, Pg.80 Vol. 254, Pg. 202 3 Chrysler Capital Corporation Vol. 203, Pg.308 Vol. 254, Pg. 210 4 HEI Investment Corp. Vol. 204, Pg.72 Vol. 254, Pg. 214
Except as noted above, the only additional difference between Second Amendment to Supporting Assets Lease No. 2 and the other three Second Amendments to Supporting Assets Leases is that Second Amendment to Supporting Assets Lease No. 2 has two additional paragraphs as set forth below: d. Schedule 5 to the Supporting Assets Lease, due to a scrivener's error, contains an incorrect percentage interest (which is referred to in the definition of Leasehold Estate) and the parties hereto wish to correct such scrivener's error. (2) The Percentage Interest shown on Schedule 5 to the Supporting Assets Lease, under Item (2) is hereby amended, as of December 30, 1985, by deleting "(20.2531645/.06)%" and replacing it with the following: "(20.2531645/0.6)%". 5 EX-10.1 3 EX10-1-4(C) EXHIBIT 10.1.4(c) - -------------------------------------------------------------------------------- SECOND AMENDMENT TO SUPPORTING ASSETS SUBLEASE NO. 2 dated as of October 3, 1989 by and between THE CITIZENS AND SOUTHERN NATIONAL BANK a national banking association, not in its individual capacity but solely as Owner Trustee under Trust Agreement No. 2, dated December 30, 1985, as amended and supplemented, with Ford Motor Credit Company, as Sublessor and OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), as Sublessee - -------------------------------------------------------------------------------- Undivided Interest in Plant Robert W. Scherer Unit No. 2 818 MW, Nominally Rated, Coal-Fired Electric Generating Unit Located in Monroe County, Georgia - -------------------------------------------------------------------------------- SECOND AMENDMENT TO SUPPORTING ASSETS SUBLEASE NO. 2, dated as of October 3, 1989 (the "Second Amendment"; capitalized terms used herein being defined as provided in Section 1 of the Supporting Assets Sublease, as hereinafter defined), is by and between THE CITIZENS AND SOUTHERN NATIONAL BANK, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement referred to on the cover page hereof with the party referred to on the cover page hereof, as Sublessor ("Sublessor"), and OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), as Sublessee ("Sublessee"). RECITALS: a. Pursuant to that certain Trust Supplement No. 2, dated as of October 7, 1986, to Trust Agreement No. 2, dated December 30, 1985, by and among Ford Motor Credit Company, Wilmington Trust Company, William J. Wade, and Sublessor, Sublessor has been appointed as an Owner Trustee and has accepted the trust created thereby, and Sublessor, as an Owner Trustee, has become a party to that certain Supporting Assets Sublease No. 2, dated December 30, 1985, recorded in the Office of the Clerk of the Superior Court of Monroe County, Georgia in Volume 207, Page 214, as amended by that certain First Amendment to the Supporting Assets Sublease No. 2, dated November 19, 1987, and recorded in the aforesaid records in Volume 254, Page 222 (as amended, the "Supporting Assets Sublease"). b. Pursuant to that certain Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement, dated as of May 15, 1980, by and among Sublessee, Georgia Power Company ("Georgia Power"), the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, as amended (the "Units Agreement"), Sublessee is required to convey a portion of its undivided interest in the Plant Scherer Common Facilities (as that term is defined in Section 1(d) of the Units Agreement) to Georgia Power, which is obligated to acquire such undivided interest. c. Pursuant to Section 2 of the Supporting Assets Sublease, Sublessee and Sublessor have agreed to reduce the Leasehold Estate (as that term is defined in the Supporting Assets Sublease) in connection with such conveyance. d. Schedule 5 to the Supporting Assets Sublease, due to a scrivener's error, contains an incorrect percentage interest (which is referred to in the definition of Leasehold Estate) and the parties hereto wish to correct such scrivener's error. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessee and Sublessor hereby amend the Supporting Assets Sublease as follows: (1) The definition of "Leasehold Estate" from and after the date of this Second Amendment is hereby amended by deleting the following portion thereof: "(iii) OPC's undivided twenty-seven and two hundred twenty-five thousandths percent (27.225%) interest in the Global Common Facilities," and replacing it with the following: "(iii) OPC's undivided fifteen percent (15%) interest in the Global Common Facilities." In connection therewith, Sublessee hereby releases, discharges, remises and quitclaims unto Sublessor any interest in the undivided twelve and two hundred twenty-five thousandths percent (12.225%) interest in the Global Common Facilities formerly held by Sublessee under the Supporting Assets Sublease and released hereunder. (2) The Percentage Interest shown on Schedule 5 to the Supporting Assets Sublease is hereby amended, as of December 30, 1985, by deleting "(20.2531645/.06)%" and replacing it with the following: "(20.2531645/0.6)%." (3) Except as expressly amended hereby, the Supporting Assets Sublease and all terms and conditions thereof shall continue in full force and effect, unmodified and unchanged. From and after the date hereof, the Supporting Assets Sublease and all references thereto shall mean and include the Supporting Assets Sublease as amended by this Second Amendment. This Second Amendment may be executed in any number of counterparts and by each of the parties hereto on separate counterparts, all such counterparts together constituting but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed under seal by their respective officers thereunto duly authorized as of the day and year hereinafter written. SUBLESSOR: THE CITIZENS AND SOUTHERN NATIONAL BANK, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement referred to on the cover page hereof Signed, sealed and delivered in the presence of: By: /s/ Joe D. Deadwyler ----------------------------------- Name: Joe D. Deadwyler Title: Vice President /s/ A. Street - --------------------------- Unofficial Witness /s/ William D. Whipple - --------------------------- Notary Public Attest: /s/ S. Adams ------------------------------- Name: Susan L. Adams My commission expires: Title: Vice President December 6, 1991 - --------------------------- [NOTARY SEAL] [BANK SEAL] Executed by the above Notary Public on this 27th day of September, 1989. [Signatures Continued on Next Page] 3 [Signatures Continued From Previous Page] SUBLESSEE: OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION) Signed, sealed and delivered in the presence of: By: /s/ F. F. Stacy ---------------------------------------- Name: F. F. Stacy /s/ Alan J. Lowenthal Title: President & Chief Executive Officer - ---------------------------- Unofficial Witness /s/ Sharon Webster - ---------------------------- Notary Public Attest: /s/ John S. Dean, Sr. ------------------------------------ Name: John S. Dean, Sr. My commission expires: Title: Secretary Treasurer December 30, 1991 - ---------------------------- [NOTARY SEAL] [BANK SEAL] Executed by the above Notary Public on this 2nd day of October, 1989. 4 SCHEDULE TO EXHIBIT 10.1.4(C) Second Amendment to Supporting Assets Sublease No. 2 The following table sets forth the differences found in three substantially identical Second Amendments to Supporting Assets Subleases, each dated as of the same date as the above lease. Paragraph a of the Recitals, in each respective Second Amendment to Supporting Assets Sublease, contains recording information for its original Supporting Assets Lease, dated as of December 30, 1985 and its First Amendment to Supporting Assets Sublease, dated as of November 19, 1987, all filed with the Office of the Clerk of the Superior Court of Monroe County, Georgia.
Recording Information --------------------- Supporting First Amendment to Agreement No. Owner Participant Assets Sublease Supporting Assets Sublease ------------- ----------------- --------------- -------------------------- 1 IBM Credit Financing Corporation Vol. 207,Pg. 108 Vol. 254, Pg. 218 3 Chrysler Capital Corporation Vol. 207,Pg. 320 Vol. 254, Pg. 226 4 HEI Investment Corp. Vol. 208,Pg. 76 Vol. 254, Pg. 230
Except as noted above, the only additional difference between Second Amendment to Supporting Assets Sublease No. 2 and the other three Second Amendments to Supporting Assets Subleases is that Second Amendment to Supporting Assets Sublease No. 2 has two additional paragraphs as set forth below: d. Schedule 5 to the Supporting Assets Sublease, due to a scrivener's error, contains an incorrect percentage interest (which is referred to in the definition of Leasehold Estate) and the parties hereto wish to correct such scrivener's error. (2) The Percentage Interest shown on Schedule 5 to the Supporting Assets Sublease is hereby amended, as of December 30, 1985, by deleting "(20.2531645/.06)%" and replacing it with the following: "(20.2531645/0.6)%". 5 EX-27.1 4 FINANCIAL DATA SCHEDULE
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM OGLETHORPE POWER CORPORATION'S CONDENSED BALANCE SHEET AS OF MARCH 31, 1998 AND RELATED STATEMENTS OF REVENUES AND EXPENSES AND CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1 PER-BOOK 3,568,839 219,745 339,877 350,976 0 4,479,437 0 0 338,364 0 0 0 3,225,356 0 0 0 85,487 0 287,078 6,709 536,443 4,479,437 235,267 0 172,486 172,486 62,781 10,785 73,566 65,940 7,626 0 0 0 39,144 39,317 0 0 $338,364 represents total retained patronage capital. The registrant is a membership corporation and has no authorized or outstanding equity securities.
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