FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: September 30, 1996
OR
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 0-13510
ZOND-PANAERO WINDSYSTEM PARTNERS I
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-003535
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13000 Jameson St., Tehachapi, California 93561
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(805) 822-6835
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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
PART I -- FINANCIAL INFORMATION
Item 1.
Balance Sheets at September 30, 1996 and December 31, 1995.
Statement of Operations for the
Three Months Ended September 30, 1996, and
September 30, 1995.
Statement of Operations for the
Nine Months Ended September 30, 1996 and
September 30, 1995.
Statement of Changes in Partners' Capital
Accounts at September 30, 1996, and December 31, 1995.
Statement of Cash Flows for the Nine Months
Ended September 30, 1996, and September 30, 1995.
Notes to Interim Financial Statements.
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
BALANCE SHEET
(Amounts in thousands)
December 31, September
30,
1995 1996
(Audited)
(Unaudited)
ASSETS
Current assets:
Cash $ 213 $ 1,561
Accounts receivable 307 661
Other current assets 128 137
----------- -----------
Total current assets 648 2,359
----------- -----------
Noncurrent assets:
Building 98 98
Wind turbines 49,561 49,561
Less - Accumulated depreciation (27,246) (29,119)
----------- -----------
Total noncurrent assets 22,413 20,540
----------- -----------
Total assets $ 23,061 $ 22,899
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current portion of
notes payable to related party $ 1,643 $ 1,750
Accounts payable 109 135
Interest payable to related party 4,048 4,815
Amounts payable to related parties 79 25
----------- -----------
Total current liabilities 5,879 6,725
----------- -----------
Notes payable to related party, less
current portion 15,678 14,775
----------- -----------
Partners' capital:
Limited partners 905 802
General partner 9 8
Substituted limited partner 9 8
Special limited partner -- --
Contributed capital 581 581
----------- -----------
Total partners' capital 1,504 1,399
----------- -----------
Total liabilities and partners' capital $ 23,061 $ 22,899
=========== ===========
<FN>
See accompanying notes to interim financial statements
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
STATEMENT OF OPERATIONS
(Amounts in thousands except limited partnership units)
For the Three Months
Ended
September 30,
1995 1996
Revenues:
Sales of electricity $ 1,291 $ 1,110
Other income 15 13
----------- -----------
1,306 1,123
----------- -----------
Costs and Expenses:
Depreciation 625 625
Interest expense 496 454
Property taxes 10 8
Management fees and land lease 128 132
Maintenance and other operating costs 265 284
Insurance expense 52 37
----------- -----------
1,576 1,540
----------- -----------
Net income $ (270) $ (417)
=========== ===========
Net income per limited
partnership unit $ (0.227) $ (0.350)
=========== ===========
Number of limited partnership
units outstanding 1,190 1,190
=========== ===========
<FN>
See accompanying notes to interim financial statements
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
STATEMENT OF OPERATIONS
(Amounts in thousands except limited partnership units)
For the Nine Months Ended
September 30,
1995 1996
Revenues:
Sales of electricity $ 4,136 $ 4,385
Other income 21 30
----------- -----------
4,157 4,415
----------- -----------
Costs and Expenses:
Depreciation 1,873 1,873
Interest expense 1,526 1,404
Property taxes 27 25
Management fees and land lease 266 286
Maintenance and other operating costs 753 810
Insurance expense 159 122
----------- -----------
4,604 4,520
----------- -----------
Net income (loss) $ (447) $ (105)
=========== ===========
Net income per limited
partnership unit $ (0.376) $ (0.088)
=========== ===========
Number of limited partnership
units outstanding 1,190 1,190
=========== ===========
<FN>
See accompanying notes to interim financial statements
PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Amounts in thousands)
Substituted
General Limited Limited
Contributed
Total Partner Partners Partner
Capital
Profit and
loss percentage 100% 0.5% 99.0% 0.5%
--
======== ======= ======== =======
======
Accumulated capital
contributions, net of private
placement costs and
cash distributions $ 27,000 $ 273 $ 26,146 $ --
$ 581
Conversion to Substituted
Limited Partner -- (83) -- 83
Accumulated tax basis losses
from June 29, 1984
(inception) through
December 31, 1993 (22,341) (165) (22,118) (58)
---------- --------- ---------- ---------
- --------
Balance at:
December 31, 1993 4,659 25 4,028 25
581
Net loss (1,743) (9) (1,725) (9)
---------- --------- ---------- ---------
- --------
December 31, 1994 2,916 16 2,303 16
581
Net loss (1,412) (7) (1,398) (7)
---------- --------- ---------- ---------
- --------
December 31, 1995 1,504 9 905 9
581
Net loss (105) (1) (103) (1)
---------- --------- ---------- ---------
- --------
September 30, 1996 $ 1,399 $ 8 $ 802 $ 8
$ 581
========== ========= ========== =========
========
<FN>
See accompanying notes to interim financial statements
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(Amounts in thousands)
For the Nine Months
Ended
September
30,
1995
1996
Cash flows from operating activities:
Net income (loss) $ (447) $
(105)
Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities -
Depreciation 1,873
1,873
Changes in assets and liabilities -
Accounts receivable (347)
(354)
Other current assets (21)
(9)
Accounts payable and accrued expenses 30
26
Amounts payable to related party (28)
(54)
Interest payable to related party 1,108
767
-----------
- ------------
Net cash provided (used) 2,168
2,144
Cash flows from financing activities:
Principal payments to related party (702)
(796)
-----------
- ------------
Net increase in cash and cash equivalents 1,466
1,348
Cash & cash equivalents beginning of period 37
213
-----------
- ------------
Cash and cash equivalents end of period $ 1,503 $
1,561
===========
============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 418 $
637
===========
============
<FN>
See accompanying notes to interim financial statements
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements reflect
all adjustments which are, in the opinion of the
Partnership's general partner, necessary to a fair statement
of the results for the periods presented. The results of
operations for interim periods are not necessarily
indicative
of results for the full year.
2. The Partnership's limited partnership agreement allows the
Partnership's general partner to determine the method for
maintaining the Partnership's accounting records. Until
1987, the records were maintained on a cash basis. However,
Section 481 of the Tax Reform Act of 1986 (the "Act")
prescribed a change, effective January 1, 1987, in the
accounting method for certain tax shelters having corporate
general partners, including the Partnership, to require
tax-basis accrual accounting. In accordance with Section
481 of the Act, differences between the two bases were
recognized for federal income tax purposes ratably by the
Partnership over a three-year period. Below are
reconciliations between the Partnership's tax-basis accrual
financial statements and its GAAP basis accrual financial
statements included herein for both results of operations,
partners' capital balances and total assets.
Taxable income year to date $ 1,770,000
Less: Depreciation less for tax than GAAP (1,870,000)
Other, net (5,000)
---------------
GAAP basis income(loss) $ (105,000)
===============
Tax basis partners' capital
at September 30, 1996 $ (12,868,000)
Plus:
GAAP basis loss less than taxable loss net,
June 24, 1984 (inception)
through December 31, 1995 16,141,000
GAAP basis loss versus taxable income
January 1, 1996 through September 30, 1996 (1,874,000)
---------------
GAAP basis partners' capital $ 1,399,000
===============
3. Reconciliation of GAAP Basis and Tax Basis Financial
Statements:
Tax basis total assets $ 8,599,000
Cumulative tax depreciation in excess of
GAAP depreciation 14,300,000
---------------
GAAP basis total assets
at September 30, 1996 $ 22,899,000
===============
4. During all periods presented in these financial statements,
1,190 units of limited partnership interests were
outstanding.
5. As a "Special Limited Partner" of the Partnership, Dean
Witter Reynolds, Inc. is entitled to receive 5% of all
Partnership distributions made after the date on which the
cumulative aggregate distributions to the Partnership's
limited
partners exceed $10,000,000.
6. Following its removal as a general partner of the
Partnership effective June 24, 1988, PanAero Management
Corporation became a substituted limited partner of the
Partnership with the same capital account and interest in
profits and losses as it had as a general partner.
7. In accordance with the 1988 agreement between Zond Systems,
Inc.("Zond") and the placement agent, Zond forgave its
share, as a joint venture partner of Mesa Wind Developers,
of certain indebtedness owed by the Partnership to such
joint venture representing management fees, easement
royalties and other miscellaneous expenses related to
windsystem operations.
8. No provision has been made for income taxes in the
accompanying financial statements. The Partnership, as an
entity, is not assessed taxes based upon income generated by
its operations. Income taxes, if any, are the
liability of the individual partners.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Zond-PanAero Windsystem Partners I, a California Limited
Partnership (the "Partnership") was formed in 1984 to purchase,
own, and operate a wind-driven electric power generating facility
located near Palm Springs, California (the "Windsystem"). The
Partnership's payment for the purchase, construction, and
intstallation of the Windsystem was comprised of $22,430,000 in
cash and $26,500,000 in the form of eighteen-year notes payable
(the "Purchase Notes"). The electricity generated by the
Windsystem is sold to Southern California Edison Company. The
general partner of the Partnership is Zond Windsystems Management
Corporation, a wholly-owned subsidiary of Zond Systems, Inc.
("Zond").
Liquidity and Capital Resources
The Partnership continues to experience a lack of liquidity
primarily due to a continued short-fall in revenues from
operations in comparison to the costs and expenses of operations.
Accordingly, interest payments on the Purchase Notes were in
arrears at September 30, 1996 in the aggregate amount of
$4,297,000. The Partnership expects that it will continue to
experience poor liquidity and to defer certain payments on the
Purchase Notes. See "Results of Operations."
Results of Operations
Three Months Ended September 30, 1996, Compared to Three
Months Ended September 30, 1995.
Revenues from power sales in the three months ended September
30, 1996 were approximately the same as for the corresponding
1995 period. Wind energy level at three representative
anemometer locations on the Operating Site was 6.5% lower than
for the three months ended September 30, 1995 and was
approximately 9% lower than the historical average. Only three
anemometers are used to measure wind speed, therefore a direct
correlation to production of the entire group of turbines cannot
always be expected. As reported by Southern California Edison
Company, the Windsystem produced 10,885 megawatt hours in the
three months ended September 30, 1996, in comparison to
production of 12,652 megawatt hours in the corresponding 1995
period, representing a decrease in production of approximately
14%.
The Partnership received approximately $13,000 in "other
income" from interest earned on excess operating funds in the
three months ended September 30, 1996, and approximately $15,000
in the corresponding 1995 period.
Total expenses for the three months ended September
30, 1996 were approximately 2.3% lower than the
corresponding 1995 period. Interest expense decreased
due to lower average principal balances on the Purchase
Notes outstanding. Management fees and land lease
expenses are based on power sales receipts which
increased three percent resulting in these costs also
increasing three percent. Maintenance and other
operating costs increased 7%, partially due to expenses
incurred in replacing a damaged turbine (approximately
$15,000). Although the Partnership has tendered a
claim to its insurance carrier for partial
reimbursement of the turbine replacement expense, there
can be no assurance that the insurance company will pay
the claim. Without the cost of replacing the damaged
turbine, maintenance and other operating costs would
have increased 1.5% in comparison with the
corresponding 1995 period. Insurance expense decreased
29% due to lower insurance premiums.
Overall, the Partnership reported a loss of
$417,000 for the three months ended September 30, 1996,
in comparison to a loss of $270,000 for the
corresponding 1995 period.
The Partnership's financial condition worsened
during the three months ended September 30, 1996. The
change in overall financial condition is primarily due
to the three month loss. During the three months ended
September 30, 1996, total partners' capital decreased
$417,000 from $1,816,000 at June 30, 1996, to
$1,399,000 and Limited Partners' capital decreased
$411,000 from $1,213,000 at June 30, 1996, to $802,000.
This represents a total decrease of approximately $350
per unit of partnership. Based on historical average
wind energy and current cost levels, the Partnership
expects to continue to suffer net annual operating
losses and also expects that its overall financial
condition will worsen annually for the foreseeable
future.
Nine Months Ended September 30, 1996, Compared to Nine
Months Ended September 30, 1995.
Revenues from power sales in the nine months ended
September 30, 1996 were approximately 6% higher than
the corresponding 1995 period, due to higher wind
energy level in the first quarter. The wind energy
level at three representative anemometer locations on
the Operating Site was approximately 3% higher than for
the nine months ended September 30, 1995 and was
approximately 4.7% higher than the historical average.
Only three anemometers are used to measure wind speed,
therefore a direct correlation to production of the
entire group of turbines cannot always be expected. As
reported by Southern California Edison Company, the
Windsystem produced 43,007 megawatt hours in the nine
months ended September 30, 1996, in comparison to
production of 40,547 megawatt hours in the
corresponding 1995 period, representing an increase in
production of approximately 6%.
The Partnership received approximately $30,000 in
"other income" from interest earned on excess operating
funds in the nine months ended September 30, 1996, and
approximately $21,000 in the
corresponding 1995 period.
Total expenses for the nine months ended September
30, 1996, were approximately 2% lower than the
corresponding 1995 period. Interest expense decreased
due to lower average principal balances
on the Purchase Notes outstanding. Management fees and
land lease expenses increased 8% due to their
relationship to sales of electricity. Maintenance and
other operating costs increased approximately 8%,
partially due to expenses incurred in replacing a
damaged turbine (approximately $15,000). Although the
Partnership has tendered a claim to its insurance
carrier for partial reimbursement of the turbine
replacement expense, there can be no assurance that the
insurance company will pay the claim. Without the cost
of replacing the damaged turbine, maintenance and other
operating cost would have increased 5.6% in comparison
with the corresponding 1995 period. Approximately
$38,000 of this increase was due to costs associated
with yaw, slew ring, and nacelle repairs completed in
this period. These costs include additional repair
labor, crane rental and parts cost. The balance of the
increase (approximately $14,000) was due to higher
administrative expenses which rose due to contributions
to pro wind energy associations. Insurance expense
decreased 23% due to lower insurance premiums.
Overall, the Partnership reported a loss of
$105,000 for the nine months ended September 30, 1996,
in comparison to a loss of $447,000 for the
corresponding 1995 period.
The Partnership's financial condition worsened
during the nine months ended September 30, 1996. The
change in overall financial condition is primarily due
to the nine month net loss. During the nine months
ended September 30, 1996, total partners' capital
decreased $105,000 from $1,504,000 at December 31,
1995, to $1,399,000 and Limited Partners' capital
decreased $103,000 from $905,000 at December 31, 1995,
to $802,000. This represents a total decrease of
approximately $88 per unit of partnership. Based on
historical average wind energy and current cost levels,
the Partnership expects to continue to suffer net
annual operating losses and also expects that its
overall financial condition will worsen annually for
the foreseeable future.
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: Exhibit 27. Financial Data Schedule.
b. Reports on Form 8-K: No reports on Form 8-K
have been filed by the Registrant.
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.
ZOND-PANAERO WINDSYSTEM PARTNERS I
A CALIFORNIA LIMITED PARTNERSHIP
By: Zond Windsystems
Management
Corporation, General Partner
Date: November 13, 1996 By:/S/ KENNETH C. KARAS
Kenneth C. Karas
President and
Chief Financial Officer
Date: November 13, 1996 By:/S/ D. MICHAEL WESTBELD
D. Michael Westbeld
Vice President-Controller