10-Q 1 a2062837z10-q.txt 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 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 Number 333-96239 TENASKA GEORGIA PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 47-0812088 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1044 N. 115th STREET, SUITE 400 OMAHA, NEBRASKA 68154-4446 (Address of principal executive offices) (Zip Code) (402) 691-9500 (Registrant's telephone number, including area code) 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 [ ] TENASKA GEORGIA PARTNERS, L.P. REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001 INDEX

2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) TENASKA GEORGIA PARTNERS, L.P. BALANCE SHEETS

The accompanying notes are an integral part of these balance sheets. 3 TENASKA GEORGIA PARTNERS, L.P. STATEMENTS OF OPERATIONS (Unaudited)

The accompanying notes are an integral part of these statements. 4 TENASKA GEORGIA PARTNERS, L.P. STATEMENT OF PARTNERS' DEFICIT (Unaudited)

The accompanying notes are an integral part of this statement. 5 TENASKA GEORGIA PARTNERS, L.P. STATEMENTS OF CASH FLOWS (Unaudited)

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS: Included in decrease in accounts payable, development work in progress and pipeline and interconnection costs as of September 30, 2001 are accrued costs of $2,584,709 capitalized as development work in progress and $10,909 capitalized as pipeline and interconnection costs as of December 31, 2000. Excluded from increase in other receivables and development work in progress as of September 30, 2001 are accrued costs of $987,010 capitalized as development work in progress and netted against other receivables as of September 30, 2001. The accompanying notes are an integral part of these statements. 6 TENASKA GEORGIA PARTNERS, L.P. Notes to Financial Statements September 30, 2001 (Unaudited) 1. GENERAL The financial statements included herein as of September 30, 2001 and for the three and nine months ended September 30, 2001 and 2000 have been prepared by Tenaska Georgia Partners, L.P. (the "Limited Partnership") without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Limited Partnership believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Limited Partnership's audited financial statements and the notes thereto for the year ended December 31, 2000 included in the Limited Partnership's Annual Report on Form 10-K for such year. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. ORGANIZATION The Limited Partnership was formed on April 16, 1998 to develop, finance, construct, lease, operate and maintain a 936 megawatt, natural gas-fired electric generation peaking facility (the "Facility") located in Heard County, Georgia. The Facility will generate electric power for sale and the Limited Partnership expects to incur costs of approximately $310,500,000 to complete the Facility. The Limited Partnership was inactive prior to calendar year 1999 and commenced development activities during such year. As of September 30, 2001, three turbine-generators are in commercial operation, with three turbine-generators still under construction. The Limited Partnership is scheduled to terminate December 31, 2050. The following are the partners and their respective ownership interests and their percentage share of net income or loss:

The partners have committed to fund up to $35,500,000 of equity and the Limited Partnership has issued senior secured bonds in the principal amount of $275,000,000 to fund construction of the Facility. 7 The day-to-day management of the affairs of the Limited Partnership, including preparation and maintenance of the financial and other records and books of account of the Limited Partnership and supervision of the ongoing operations of the facilities, loan administration and activities of the Limited Partnership, is the responsibility of the managing partner (Tenaska Georgia, Inc.), subject to the direction of the Executive Review Committee. Tenaska Georgia, Inc. does not have the authority to incur any obligations or liabilities on behalf of the Limited Partnership, except as approved by the Executive Review Committee. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REVENUE RECOGNITION Under the terms set forth in the Power Purchase Agreement (the "Power Purchase Agreement") with Exelon Generation Company, LLC ("Exelon"), Exelon is obligated to purchase the entire net electric power generated from the electric generation plant and is obligated to provide the natural gas and fuel oil for the electric generation plant for a term of 29 years. Exelon assumed the rights and obligations of PECO Energy Company under the Power Purchase Agreement as a result of the formation of Exelon Corporation through the merger of PECO Energy Company and Unicom Corporation. The Power Purchase Agreement provides for certain fixed payments, an availability bonus, along with variable payments. Commencing with commercial operation of two turbine-generators in June 2001 and the third turbine-generator in August 2001, the Limited Partnership recognizes related revenue from the sale of electricity in the months energy is delivered based upon output delivered and capacity provided at rates specified in the Power Purchase Agreement. Availability bonuses or penalties are recognized as revenue or expense in the month the Limited Partnership achieves or fails to achieve the availability targets defined in the Power Purchase Agreement. DEPRECIATION Plant and equipment is recorded at cost and depreciated using the straight-line method. The estimated useful lives of the major asset categories are: Electric generation plant 38 years Other plant and equipment 5-20 years DEFERRED FINANCE CHARGES During the development phase, the Limited Partnership incurred charges and fees necessary to obtain financing. These costs have been capitalized and deferred. Commencing with commercial operation, the costs associated with the three operational turbine-generators are being amortized to expense over the term of the related debt using the bonds outstanding method. The costs associated with the remaining three turbine-generators will also be amortized to expense over the remaining term of the related debt using the bonds outstanding method once their operations commence. CONTRACT COSTS The Limited Partnership incurred direct costs associated with the Power Purchase Agreement. These costs have been capitalized and deferred. Commencing with commercial operation, the costs associated with the three operational turbine-generators are being amortized to expense over the 348-month term of the Power Purchase Agreement. The costs associated with the remaining three turbine-generators will also be amortized to expense over the remaining term of the Power Purchase Agreement once their operations commence. 8 PIPELINE AND INTERCONNECTION COSTS The Limited Partnership incurred costs to secure a long-term water supply contract and to construct a natural gas pipeline, natural gas metering facilities and electrical interconnections. These costs have been capitalized and are being amortized to expense over the 348-month term of the Power Purchase Agreement commencing with commercial operation in June 2001. RECLASSIFICATION Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. 4. DEVELOPMENT WORK IN PROGRESS The Limited Partnership entered into an Engineering, Procurement and Construction Contract ("EPC Contract") with Zachry Construction Corporation ("Zachry") to design, engineer, procure, expedite and supply all labor, equipment (including the gas turbines), materials, supervision and tools for the construction of the Facility for a total guaranteed lump-sum price of $230,363,464. As of September 30, 2001, the Limited Partnership has incurred costs of $184,477,465 under the terms of the EPC Contract. As of September 30, 2001, these costs have been capitalized as follows: (a) costs of $106,671,554 associated with the three turbine-generators achieving commercial operation are included in the accompanying balance sheets as Electric Generation Plant, (b) costs of $8,376,790 associated with electrical interconnections are included in the accompanying balance sheets as Pipeline and Interconnection Costs and (c) costs of $69,429,121 associated with the remaining three turbine-generators under construction are included in the accompanying balance sheets as Development Work in Progress. As of September 30, 2001, a cumulative total of $13,875,328 of interest has been capitalized, of which $9,624,074 and $4,251,254 is included in the accompanying balance sheets as Electric Generation Plant and Development Work in Progress, respectively. In 1999, the Limited Partnership entered into a separate agreement with Willbros Engineers, Inc. to construct a natural gas pipeline from the Facility to an interconnection point with a regional natural gas pipeline. The Limited Partnership has incurred costs of $2,802,322 under the terms of this agreement and construction is complete. This amount has been capitalized and is included in the accompanying balance sheets as Pipeline and Interconnection Costs. Construction of the Facility continues and is scheduled to be completed by June 1, 2002. The first three turbine-generators ("Initial Units") were scheduled to be operational by June 1, 2001, with the remaining three turbine-generators scheduled to be operational by June 1, 2002. Two of the Initial Units went into commercial operation on schedule under the EPC Contract. Units 1 and 3 were accepted as having achieved Commercial Operation under the terms of the EPC Contract as of May 31, 2001 and June 1, 2001, respectively. Under the terms of the Power Purchase Agreement with Exelon, Unit 1 commenced commercial operation effective June 1, 2001, while Unit 3 commenced commercial operation effective June 2, 2001. One of the Initial Units ("Unit 2") did not achieve commercial operation as scheduled due to damage sustained during testing. Repairs were made and Unit 2 was accepted as having achieved Commercial Operation under the terms of the EPC Contract as of August 29, 2001. Under the terms of the Power Purchase Agreement with Exelon, Unit 2 commenced commercial operation effective August 30, 2001. 9 Because Unit 2 did not achieve commercial operation on schedule under the terms of the EPC Contract, the Limited Partnership expects to assert any rights it may have to receive delay liquidated damages from Zachry, the amount of which is partially dependent on whether General Electric is ultimately responsible for all or any of the damages to Unit 2. As of September 30, 2001, the Limited Partnership has accrued liquidated damages of $1,600,000 from Zachry in accordance with the terms of the EPC Contract as a reduction of capitalized contract costs. Furthermore, this amount is included in the accompanying balance sheets as Other Receivables, and has been netted against amounts payable to Zachry of $987,010 under the EPC Contract as of September 30, 2001. The maximum amount the Limited Partnership could expect to receive as delay liquidated damages is $2,830,000. The actual amount of the liquidated damages to be recovered will be determined by who is ultimately responsible for the delay, which is unknown at this time. The financial impact of Unit 2's damage to the project, net of insurance proceeds, is anticipated to range from approximately $100,000 to $1,300,000, depending upon the amount of liquidated damages actually received by the Limited Partnership. Proceeds from the Limited Partnership's insurance policies are expected to pay for the costs to repair Unit 2 and have covered the shortfall in operating revenues and liquidated damages owed to Exelon after deduction for the policy deductible amounts. The financial impact to the Limited Partnership, net of insurance proceeds, will be covered with construction contingency funds. The Limited Partnership's delay-in-start-up insurance claim of $3,836,644 was approved and settled in October 2001. As of September 30, 2001, $2,700,396 is included in the accompanying balance sheets as Other Receivables, which is net of $1,136,248 of insurance proceeds received as of September 30, 2001. Furthermore, of the $3,836,644, $3,000,015 was used to reduce capitalized contract costs and $836,629, which was the portion of the claim related to lost operating margins, is included as Other Revenue on the accompanying statements of operations. The Limited Partnership was required to pay Exelon liquidated damages of $5,150,020 as a result of Units 2 and 3 not achieving their scheduled commercial operation dates under the Power Purchase Agreement. As of September 30, 2001, the Limited Partnership's obligation has been satisfied. Of the liquidated damages paid to Exelon, $3,000,015 were covered by the Limited Partnership's delay-in-start-up insurance claim. As of September 30, 2001, construction of the remaining three turbine-generators ("Units 4 - 6") was on schedule and within budget. Units 4 - 6 are scheduled to come on-line by June 1, 2002. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING UNAUDITED FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED IN ITEM 1 OF THIS QUARTERLY REPORT, AND THE AUDITED FINANCIAL STATEMENTS AND THE NOTES THERETO AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K (FILE NO. 333-96239) FOR THE YEAR ENDED DECEMBER 31, 2000 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "ANNUAL REPORT"). UNLESS OTHERWISE INDICATED OR THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN THIS QUARTERLY REPORT TO "WE", "US", "OUR", "OURS", "THE LIMITED PARTNERSHIP", "THE PARTNERSHIP" OR SIMILAR TERMS REFER TO TENASKA GEORGIA PARTNERS, L. P. GENERAL We were formed on April 16, 1998 to develop, finance, construct, own or lease, operate and maintain the Facility. Prior to calendar year 1999, we were inactive. As of September 30, 2001, three turbine-generators are in commercial operation, resulting in operating revenues for the three and nine months ended September 30, 2001. As of September 30, 2001, three turbine-generators remain under construction. On November 10, 1999, we completed a private offering of $275,000,000 aggregate principal amount of 9.50 percent fixed rate Senior Secured Bonds due 2030. On August 31, 2000, we completed an exchange offer whereby the holders of the original bonds exchanged their bonds for new bonds registered under the Securities Act of 1933. In this report, references to "Bonds" means both the original bonds and the new bonds, unless the context otherwise requires. Our partners have committed to fund up to $35,500,000 in equity contributions. The total cost of the construction of the Facility is estimated to be approximately $310,500,000, which is being financed by the proceeds from the sale of the Bonds and equity contributions committed by our partners. FACILITY CONSTRUCTION Construction of the Facility continues and is scheduled to be completed by June 1, 2002. The Initial Units were scheduled to be operational by June 1, 2001, with the remaining three turbine-generators scheduled to be operational by June 1, 2002. Two of the Initial Units went into commercial operation on schedule under the EPC Contract. Units 1 and 3 were accepted as having achieved Commercial Operation under the terms of the EPC Contract as of May 31, 2001 and June 1, 2001, respectively. Under the terms of the Power Purchase Agreement, Unit 1 commenced commercial operation effective June 1, 2001, while Unit 3 commenced commercial operation effective June 2, 2001. Unit 2 did not achieve commercial operation as scheduled due to damage sustained during testing. The compressor section of the combustion turbine sustained significant blade damage from an object or objects of unknown origin in the compressor during initial testing of the unit. Repairs were made and Unit 2 was accepted as having achieved Commercial Operation under the terms of the EPC Contract as of August 29, 2001. Under the terms of the Power Purchase Agreement with Exelon, Unit 2 commenced commercial operation effective August 30, 2001. Because Unit 2 did not achieve commercial operation on schedule under the terms of the EPC Contract, the Limited Partnership expects to assert any rights it may have to receive delay liquidated damages from Zachry, the amount of which is partially dependent on whether General Electric is ultimately responsible for all or any of the damages to Unit 2. As of September 30, 2001, the Limited Partnership has accrued liquidated damages of $1,600,000 from Zachry in accordance with the terms of the EPC Contract as a reduction of capitalized contract costs. Furthermore, this amount is included in the accompanying balance sheets as Other Receivables, and has been netted against amounts payable to Zachry of $987,010 under the EPC Contract as of September 30, 2001. The maximum amount the Limited Partnership could expect to receive as delay liquidated damages is $2,830,000. The actual amount of the liquidated damages to be recovered will be determined by who is ultimately responsible for the delay, which is unknown at this time. 11 The financial impact of Unit 2's damage to the project, net of insurance proceeds, is anticipated to range from approximately $100,000 to $1,300,000, depending upon the amount of liquidated damages actually received by the Limited Partnership. Proceeds from the Limited Partnership's insurance policies are expected to pay for the costs to repair Unit 2 and have covered the shortfall in operating revenues and liquidated damages owed to Exelon after deduction for the policy deductible amounts. The financial impact to the Limited Partnership, net of insurance proceeds, will be covered with construction contingency funds. The Limited Partnership's delay-in-start-up insurance claim of $3,836,644 was approved and settled in October 2001. As of September 30, 2001, $2,700,396 is included in the accompanying balance sheets as Other Receivables, which is net of $1,136,248 of insurance proceeds received as of September 30, 2001. Furthermore, of the $3,836,644, $3,000,015 was used to reduce capitalized contract costs and $836,629, which was the portion of the claim related to lost operating margins, is included as Other Revenue on the accompanying statements of operations. Exelon is currently fulfilling its contractual obligations under the Power Purchase Agreement and is purchasing the output from the three combustion turbines that have achieved commercial operation. The Limited Partnership was required to pay Exelon liquidated damages of $5,150,020 as a result of Units 2 and 3 not achieving their scheduled commercial operation dates under the Power Purchase Agreement. As of September 30, 2001, the Limited Partnership's obligation has been satisfied. Of the liquidated damages paid to Exelon, $3,000,015 were covered by the Limited Partnership's delay-in-start-up insurance claim. As of September 30, 2001, construction of the remaining three turbine-generators ("Units 4 - 6") was on schedule and within budget. Units 4 - 6 are scheduled to come on-line by June 1, 2002. On June 26, 2001, General Electric, the supplier of our combustion turbines, issued a technical information letter (the "TIL") regarding the possible existence of a subsurface flaw in the first stage buckets in a small population of its 7FA combustion turbines possibly including the Initial Units at the Facility. Units 4 - 6 are not affected by the TIL. GE recommended inspections and repairs, if necessary, at GE's cost prior to a combustion turbine reaching 250 start/stop cycles. The inspection specified in the TIL has been completed on all three Initial Units. As a result, there are no remaining conditions, limitations or restrictions required by the TIL. RESULTS OF OPERATIONS The results of operations for the three and nine month periods ended September 30, 2001 and 2000 may not be comparable with results of operations for future periods, especially when the Facility begins full operations in 2002. Commercial operations commenced on June 1, 2001, June 2, 2001, and August 30, 2001 for Units 1, 3 and 2, respectively, under the Power Purchase Agreement. Revenues for the three and nine month periods ended September 30, 2001 were $5,327,569 and $6,877,030, respectively. For the three and nine month periods ended September 30, 2001, the Limited Partnership recognized electric revenues of $4,287,240 and $5,421,232, respectively, under the Power Purchase Agreement. For the three and nine month periods ended September 30, 2001, the Limited Partnership also recognized electric revenues of $203,700 and $619,169, respectively, associated with the sale of power during start-up testing prior to commercial operations being achieved. For each of the three and nine month periods ended September 30, 2001, the Limited Partnership recognized other revenue of $836,629 associated with the settlement of the Limited Partnership's delay-in-start-up insurance claim for the portion of the claim related to lost operating margins. Operating expenses for the three and nine month periods ended September 30, 2001 were $2,246,455 and $3,826,839, respectively. Fuel costs associated with start-up, capacity and emissions testing for the three and nine month periods ended September 30, 2001 were $391,820 and $1,511,037, respectively. Other operating expenses for the three and nine month periods ended September 30, 2001 were $1,854,635 and 12 $2,315,802, respectively, of which depreciation and amortization expenses were $819,914 and $1,024,436, respectively. For the three and nine month periods ended September 30, 2001, costs incurred for management fees, professional and consulting fees and other costs, deemed to be direct costs associated with the contract to supply power, in the amount of $1,280,857 and $3,591,019, respectively, have been capitalized as Contract Costs. Commencing with commercial operation, Contract Costs associated with the Initial Units are being amortized to expense over the 348-month term of the Power Purchase Agreement. Contract Costs associated with Units 4-6 will also be amortized to expense over the remaining term of the Power Purchase Agreement once their operations commence. For the three and nine month periods ended September 30, 2001, total costs in the amount of $20,336,674 and $80,888,040, respectively, were capitalized as Development Work in Progress. For the three and nine month periods ended September 30, 2001, interest capitalized as Development Work in Progress was $1,764,519 and $7,948,032, respectively. As of September 30, 2001, total Development Work In Progress costs, including interest, have been capitalized as follows: (a) costs of $116,295,628 associated with the three turbine-generators achieving commercial operation are included in the accompanying balance sheets as Electric Generation Plant, (b) costs of $8,376,790 associated with electrical interconnections are included in the accompanying balance sheets as Pipeline and Interconnection Costs and (c) costs of $73,680,375 associated with the remaining three turbine-generators under construction are included in the accompanying balance sheets as Development Work in Progress. A portion of the proceeds from the sale of the Bonds has not yet been expended on construction and is invested in cash and cash equivalents and short-term investments. The interest earned on these invested funds is included as investment income. The interest expense incurred on the portion of the Bond proceeds expended to construct the Facility is capitalized as Development Work in Progress and Electric Generation Plant. Interest expense incurred on the Bond proceeds not spent on construction is included as interest expense. For the three and nine month periods ended September 30, 2001, interest, net of amounts capitalized, of $4,948,020 and $11,857,237, respectively, has been expensed. For the three and nine month periods ended September 30, 2001, interest in the amount of $494,534 and $3,029,467, respectively, has been recorded as investment income. LIQUIDITY AND CAPITAL RESOURCES We believe that the net proceeds from the sale of the Bonds, investment income on the unspent portion thereof during the construction period, anticipated revenues from the operation of the Initial Units and proceeds from the equity contributions will be sufficient to (1) fund the engineering, procurement, construction, testing and commissioning of the Facility, (2) pay certain fees and expenses in connection with the financing and development of our project, and (3) pay the costs of developing, financing and initially operating our project, including interest on the Bonds. After the Facility is placed in commercial operation, we expect that our revenues under the 29-year Power Purchase Agreement with Exelon will be adequate to support our costs of operations. In order to provide liquidity in the event of temporary cash flow shortfalls, we are required to maintain an account that will contain an amount equal to the principal and interest due on the Bonds on the next scheduled payment date. Our obligation to fund this account begins on June 1, 2002. The maintenance of this balance will be done through cash funding, the issuance of a letter of credit or a combination of both. BUSINESS STRATEGY AND OUTLOOK Our overall business strategy is to perform as agreed under our 29-year Power Purchase Agreement and to maximize our revenues under the Power Purchase Agreement by earning incentive payments available through achieving certain availability and efficiency levels. We intend to cause the Facility to be managed, operated and maintained in compliance with all applicable documents relating to our project and all applicable legal requirements. 13 IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS There are currently no recent accounting pronouncements issued by the Financial Accounting Standards Board that are expected to have a material impact on our financial position or results of operations. FORWARD LOOKING STATEMENTS Various statements contained in this quarterly report are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which speak only as of the date hereof, can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "intends", "will", "should", or "anticipates", or by the negative forms or other variations of these terms or comparable terminology, or by the discussions of strategy. Although these statements are based on assumptions that we believe are reasonable, no assurance can be given that the future results covered by these statements will be achieved. These statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by these statements. The most significant of these risks, uncertainties and other factors are discussed under the heading "RISK FACTORS" in the Annual Report, and you are urged to read this section and carefully consider these factors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Bonds were issued at a 9.50 percent fixed rate of interest and as a result we are not exposed to market risk associated with an increase in interest rates. The unspent proceeds from the Bonds are invested in cash and cash equivalents and short-term securities (collectively "short-term investments") with fixed rates of interest for periods of up to six months. As these short-term investments mature, the proceeds are either spent on construction of the Facility or reinvested in other short-term investments. If short-term interest rates decrease, the interest we earn on these short-term investments would decrease accordingly. However, we would not expect any such decrease in the interest earned on short-term investments to have a material adverse effect on our results of operations. 14 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K None. 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. November 8, 2001 TENASKA GEORGIA PARTNERS, L.P. a Delaware limited partnership By: TENASKA GEORGIA, INC. a Delaware corporation, as General Partner of Tenaska Georgia Partners, L.P. By: /s/ MICHAEL F. LAWLER -------------------------------------------- Michael F. Lawler Vice President of Finance and Treasurer 16

TENASKA GEORGIA PARTNERS LP 10-Q