UNITED STATES 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 March 31, 2004
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. 0-13510
ZOND-PANAERO WINDSYSTEM PARTNERS I, A CALIFORNIA LIMITED
PARTNERSHIP
State or other jurisdiction of incorporation or organization: California
I.R.S. Employer Identification No: 77-0035358
Address of principal executive offices: 1221 Lamar Street, Suite 1600, Houston,
Texas 77010
Registrant's telephone number, including area code: (713) 345-3582
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership Interest
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES NO X
Zond-PanAero Windsystem Partners I,
A California Limited Partnership
For the three months ended March 31, 2004
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets at March 31, 2004 (Unaudited) and December 31, 2003.
Unaudited Condensed Statements of Operations for the three months ended March
31, 2004 and March 31, 2003.
Unaudited Condensed Statements of Changes in Partners' Capital (Deficit) at
March 31, 2004 and December 31, 2003.
Unaudited Statements of Cash Flows for the three months ended March 31, 2004
and March 31, 2003.
Notes to Unaudited Condensed Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Item 1. FINANCIAL STATEMENTS
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
(Dollars in thousands)
March 31, 2004 December 31, 2003
--------------------------- --------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 376 $ 2,125
Accounts receivable 51 -
Accounts receivable from related party 632 921
Other current assets 151 40
--------------------------- --------------------------
Total current assets 1,210 3,086
--------------------------- --------------------------
Property, Plant and Equipment
Buildings 98 98
Plant and Equipment 49,561 49,561
Less - accumulated depreciation (47,842) (47,218)
--------------------------- --------------------------
Property, Plant and Equipment, net 1,817 2,441
--------------------------- --------------------------
Total assets $ 3,027 $ 5,527
=========================== ==========================
Liabilities and partners' deficit
Current liabilities:
Accounts payable and accrued expenses $ 390 $ 392
Accounts payable to related party 269 255
Current portion of notes payable
to related party - 458
Accrued interest to related party 4,264 5,804
--------------------------- --------------------------
Total current liabilities 4,923 6,909
--------------------------- --------------------------
Partners' deficit
General partner (9) (6)
Limited partners (2,459) (1,951)
Substituted limited partner (Note 1) (9) (6)
Contributed capital 581 581
--------------------------- --------------------------
Total partners' deficit (1,896) (1,382)
--------------------------- --------------------------
Total liabilities and partners' --------------------------- --------------------------
deficit $ 3,027 $ 5,527
=========================== ==========================
The accompanying notes are an integral part of the unaudited condensed financial
statements.
1
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per Unit value, which is in whole dollars)
(Unaudited)
For the three months ended
-------------------------------------------------------------
March 31, 2004 March 31, 2003
------------------------------ ------------------------------
Revenue - sale of electricity $ 632 $ 675
Costs and expenses:
Depreciation 624 624
Interest expense 2 27
Property taxes 70 20
Easement fees to related party 46 30
Management fees to
related party 18 12
Maintenance and other operating costs
to related and other parties 274 249
Insurance costs 44 67
Other operating costs 68 67
------------------------------ ------------------------------
Total costs and expenses 1,146 1,096
------------------------------ ------------------------------
Net loss $ (514) $ (421)
============================== ==============================
Net loss per Unit $ (432) $ (354)
============================== ==============================
Number of outstanding Limited
Partner Units 1,190 1,190
============================== ==============================
The accompanying notes are an integral part of the unaudited condensed financial
statements.
2
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Dollars in thousands)
(Unaudited)
Substituted
Limited Contributed
General Limited Partner Capital
Total Partner Partners (Note 2) (Note 5)
-------------- -------------- -------------- -------------- --------------
Profit and loss allocation 100.00% 0.50% 99.00% 0.50%
-------------- -------------- -------------- -------------- --------------
Balances at December 31, 2002 (976) (4) (1,549) (4) 581
Net loss (406) (2) (402) (2) -
-------------- -------------- -------------- -------------- --------------
Balances at December 31, 2003 $ (1,382) $ (6) $ (1,951) $ (6) $ 581
Net loss (514) (3) (508) (3) -
-------------- -------------- -------------- -------------- --------------
Balances at March 31, 2004 $ (1,896) $ (9) $ (2,459) $ (9) $ 581
============== ============== ============== ============== ==============
The accompanying notes are an integral part of the unaudited condensed financial
statements.
4
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months Ended
---------------------------------------------
March 31, 2004 March 31, 2003
---------------------- ----------------------
Cash Flow From Operating Activities:
Net loss $ (514) $ (354)
Reconciliation of net loss to net cash
provided by operating activities:
Depreciation 624 624
Changes in operating assets and liabilities:
Accounts receivable (51) 105
Accounts receivable from related party 289 (79)
Prepaid insurance and other (111) (182)
Accounts payable and accrued expenses (2) 66
Amount payable to related party 14 109
Accrued interest payable to related party (1,540) 27
---------------------- ----------------------
Net cash (used in) provided by operating activities (1,291) 316
Cash flows used in financing activities:
Principal payments on notes payable to related party (458) -
---------------------- ----------------------
Net decrease in cash and cash equivalents (1,749) 316
Cash and cash equivalents at beginning of the period 2,125 472
---------------------- ----------------------
Cash and cash equivalents at end of period $ 376 $ 788
====================== ======================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,542 $ -
The accompanying notes are an integral part of the unaudited condensed financial
statements.
4
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The financial statements included herein for the quarterly periods ended March
31, 2004 and 2003 have been prepared by Zond-PanAero Windsystem Partners I, a
California Limited Partnership (the "Partnership") without audit pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC").
Accordingly, these statements reflect all adjustments (consisting only of normal
recurring entries), which are, in the opinion of the Partnership, necessary for
a fair statement 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 of
America have been condensed or omitted pursuant to such rules and regulations,
although the Partnership 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 the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2003 (Form 10-K).
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and 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.
NOTE 2 - THE PARTNERSHIP
Introduction
The Partnership was formed on June 29, 1984 to purchase, own and operate a
system of 300 Vestas Energy A/S Model V-15 wind turbine electric generators (the
"Turbines"). The Turbines, together with certain infrastructural improvements
(the "Infrastructural Improvements") which are owned by Mesa Wind Developers
("Mesa"), a joint venture between Enron Wind Systems, Inc. ("EWSI") and an
affiliate of PanAero Corporation ("PanAero"), form an integrated electric power
generating facility (the "Windsystem") with a rated capacity of 19.5 megawatts
in the San Gorgonio Pass area of the San Bernardino Mountains near Palm Springs,
California (the "Operating Site"). On January 3, 1997, EWSI's parent, Zond
Corporation, became a wholly-owned subsidiary of Enron Renewable Energy Corp.,
which is wholly-owned by Enron Corp. ("Enron"). In May 1997, the name of Zond
Corporation was changed to Enron Wind Corp. ("EWC").
The general partner (the "General Partner") of the Partnership is Zond
Windsystems Management LLC ("ZWM"), a California limited liability company
wholly-owned by Enron Wind Systems, LLC ("EWS"). See "Bankruptcy and Mergers"
5
regarding certain affiliated mergers and name changes affecting ZWM, EWS and
EWC. The business of the Partnership and the respective rights of its partners,
including the Partnership's limited partners (the "Limited Partners"), are
governed by the First Amended and Restated Certificate and Agreement of Limited
Partnership of Zond-PanAero Windsystem Partners I, a California Limited
Partnership, entered into on November 29, 1984, as amended (the "Partnership
Agreement").
The Partnership Agreement states that the Partnership will terminate on December
31, 2005, unless earlier terminated in accordance with the provisions of the
Partnership Agreement. The Windsystem, which became operational in November
1984, was constructed by Mesa Construction Company ("MCC"), a joint venture
between an affiliate of EWSI and an affiliate of PanAero. The Partnership paid
MCC a total of $48.9 million for the purchase, construction and installation of
the Turbines, comprised of $22.4 million in cash and $26.5 million in the form
of eighteen-year, 13% notes payable in equal semi-annual installments of
principal and interest totaling $1.9 million (the "Purchase Notes"). As of the
date of the filing of this report, the Partnership is in default of the Purchase
Notes. See Notes 3 and 4 below.
Bankruptcy and Mergers
Commencing on December 2, 2001, and periodically thereafter, Enron and certain
of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code"). On February 20, 2002, EWC
and EWSI each filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code. Additionally, two California limited liability companies formed
on February 19, 2002 for the purposes of merging with EWC and EWSI in
anticipation of the sale of Enron's wind business also filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code.
EWC merged with and into one of such limited liability companies on April 19,
2002 and the surviving limited liability company changed its name to Enron Wind
LLC ("EW"). EWSI merged with and into the other limited liability company, also
on April 19, 2002, and the surviving limited liability company changed its name
to Enron Wind Systems, LLC.
On April 12, 2002, Zond Windsystems Management Corporation ("ZWMC"), the general
partner of the Partnership at such time, merged with and into a third California
limited liability company, formed on March 12, 2002, and the surviving limited
liability company changed its name to Zond Windsystems Management LLC. On May 3,
2002, Zond Construction Corp. merged with and into a fourth California limited
liability company, formed on March 21, 2002, and the surviving limited liability
company changed its name to Zond Construction LLC ("ZC"). Neither ZWM nor ZC has
filed for bankruptcy.
Substituted Limited Partner
PanAero Management Corporation ("PAMC"), a California corporation wholly-owned
by PanAero, formerly served as a general partner of the Partnership (together
with ZWMC, the "Former General Partners"). In June 1988, the Partnership
solicited a vote by proxy of the Limited Partners to remove PAMC as a general
partner. Pursuant to that vote, PAMC was converted to a substituted limited
partner. Although the term "Substituted Limited Partner" is defined in the
Partnership Agreement as any individual, partnership, corporation, trust or
other entity admitted to the Partnership as a Limited Partner pursuant to
transfer provisions under the Partnership Agreement, the term substituted
limited partner is used in the accompanying Condensed Balance Sheets at March
31, 2004 (Unaudited) and December 31, 2003 and the Unaudited Condensed
Statements of Changes in Partners' Deficit for the three months ended March 31,
6
2004 and for the year ended December 31, 2003 only in reference to the
substituted limited partner interest created by the removal of PAMC as a general
partner. Under an Agreement of Settlement and Mutual Releases (the "Settlement
Agreement") executed on June 26, 2000, PAMC agreed to transfer its substituted
limited partner interest in the Partnership to ZWMC.
Sale to General Electric
On April 10, 2002, Enron, EWC and certain of its subsidiaries, including EWSI,
entered into an Amended and Restated Purchase and Sale Agreement in which such
entities agreed to sell in an asset sale (the "GE Sale") their wind turbine
manufacturing, operation and maintenance and construction businesses to General
Electric Company, acting through its GE power systems business ("GEPS"). The GE
Sale was consummated on May 10, 2002. EW and its subsidiaries retained its
existing wind power projects including the indirect ownership of the general
partnership interest in the Partnership. However, effective as of the sale,
substantially all of the employees who had been involved in the management of
the Partnership transferred to GEPS.
Following the sale to GEPS, new management was appointed to manage and operate
the Partnership, and ZWM's principal executive offices were moved to 1400 Smith
Street, Houston, Texas 77002 and subsequently were moved to 1221 Lamar Street,
Suite 1600, Houston, Texas 77010. Eric D. Gadd was appointed President and Chief
Executive Officer of ZWM on September 26, 2002. Mary Cilia was appointed Chief
Financial Officer and Treasurer of ZWM on May 3, 2004.
New Management and Financial Reports
Until its appointment, the new management of the Partnership had no material
involvement with the business and operations of the Partnership. In the process
of reviewing the Partnership's books and records and through conversations with
prior management, it appeared to new management that the Partnership had
attempted, but failed, to file with the SEC certain Partnership Securities
Exchange Act of 1934 ("Exchange Act") reports for certain time periods preceding
the Enron bankruptcy. The submissions of such reports into the EDGAR filing
system were not accepted although prior management apparently believed the
filings were made successfully. These reports consist of the Partnership's Form
10-K for the year ended December 31, 1999, the Partnership's Forms 10-Q for each
of the three quarters of 2000, the Partnership's Form 10-K for the year ended
December 31, 2000, and the Partnership's Forms 10-Q for the first and second
quarters of 2001. These reports appear to have been prepared by prior management
of the Partnership and audited or reviewed, as the case may be, by Arthur
Andersen LLP. The Partnership has copies of the EDGARized version of each of
such reports as well as most of the cover sheets reflecting the attempted EDGAR
submissions. To date, the Partnership has not filed any of these reports with
the SEC.
During 2003, current management of the Partnership reviewed the current and
historical financial information available to it, but was unable to prepare
quarterly and annual reports that complied with Exchange Act requirements
because the Partnership had not been able to retain an independent auditor.
Management believed that the fact that EWS is a debtor-in-possession under
Chapter 11 of the Bankruptcy Code and the fact that it and ZWM are indirect
wholly-owned subsidiaries of Enron made it extraordinarily difficult for the
Partnership to find an independent auditor to replace Arthur Andersen LLP. In
7
2003, the Partnership decided to file quarterly and annual operating reports on
Form 8-K disclosing unaudited financial and business information about the
Partnership on a quarterly basis until the Partnership was able to retain an
independent auditor and recommence filing periodic reports on Forms 10-K and
10-Q.
On November 5, 2003, the Partnership filed a Form 8-K with the SEC disclosing
the foregoing information. Thereafter, using Form 8-K, the Partnership filed
operating reports with unaudited financial and business information for the
fiscal years ended December 31, 2001, 2002 and 2003, and for the fiscal quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003. By filing these
operating reports, the Partnership publicly disclosed recent financial and
business information. However, the operating reports contain unaudited financial
statements and are not in compliance with the requirements of the Exchange Act.
In addition, the operating reports do not cover all periods for which the
Partnership failed to file periodic reports. On January 28, 2004, the
Partnership retained Hein & Associates LLP as its independent accountant. On May
10, 2004, the Partnership filed with the SEC the Partnership's comprehensive
Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003 and the
Partnership's Forms 10-Q for each of the first three quarters of 2003.
Operation and Maintenance Services
EWS manages the Windsystem pursuant to a windsystem management agreement with
the Partnership executed on July 27, 1988 (the "Management Agreement"). The
Management Agreement terminates by its terms on December 31, 2004. Prior to May
10, 2002, Enron Wind Maintenance LLC, an affiliate of EWS, provided operations
and maintenance services for the Windsystem. On May 10, 2002, in connection with
the GE Sale, EWS contracted with GE Wind Energy, LLC to perform certain
operations and maintenance services relating to the Windsystem for a period of
one year ending on May 10, 2003.
In April 2003, EWS entered into an agreement (the "O&M Agreement") with SeaWest
Asset Management Services, LLC ("SeaWest") to provide certain operation and
maintenance services relating to the Windsystem for a 5-year period ending on
May 10, 2008. If EWS terminates the O&M Agreement prior to the end of its stated
term, EWS may be required to pay certain agreed demobilization fees to SeaWest.
If EWS is required to pay such fees, EWS may attempt to seek recovery from the
Partnership of some, or all, of the amount of such fees pursuant to the terms of
the Management Agreement. Management currently estimates that the amount of the
demobilization fee, if any, for which EWS would seek recovery from the
Partnership would not be in excess of approximately $100,000 at December 31,
2004, with the amount of such demobilization fee declining as of May 10 of each
subsequent year until contract expiration.
Substantial Transactions and Operating Agreements
The accompanying unaudited condensed financial statements include substantial
transactions with related parties. These transactions are further described in
Notes 4 and 5.
A summary of the major operating agreements entered into by the Partnership,
directly or indirectly, is set forth below:
(1) The Partnership sells the electricity produced by the Turbines to Southern
California Edison Company ("SCE"), pursuant to a power purchase and sales
agreement (the "Power Agreement"). The Power Agreement was originally
entered into between SCE and PanAero in April 1982 and covers an aggregate
of 29.9 megawatts of generating capacity. PanAero assigned the Power
Agreement to Mesa in July 1984. Mesa subsequently assigned the portion of
8
the Power Agreement that covers the aggregate rated capacity of the
Turbines (19.5 megawatts), to the Partnership until December 31, 2004. The
remaining 10.4 megawatts of generating capacity available under the Power
Agreement was assigned by Mesa to Zond-PanAero Windsystem Partners II, a
California Limited Partnership ("ZPII"), whose general partner is an
affiliate of the General Partner. SCE purchases electricity produced by
the Turbines at a price equal to the greater of 89% of SCE's "Cost of
Energy" (as defined in the Power Agreement) or a fixed minimum price of
$.102 per kilowatt hour ("kWh"), with the limitation that when 89% of
SCE's Cost of Energy exceeds $.20 kWh, the price per kWh paid by SCE will
be limited to $.20 per kWh plus 70% of the difference between 89% of SCE's
Cost of Energy and $.20 per kWh. During the three months ended March 31,
2003 and 2004, the Partnership earned $.102 per kWh of electricity
delivered to SCE. Absent an extension of rights under the Power Agreement,
the Partnership will not have the ability to sell power to SCE subsequent
to December 31, 2004. See Note 3 for additional information.
(2) Since July 1988, the Partnership has contracted with EWS (or its
predecessor) for the operation and maintenance of the Turbines and the
performance of certain ancillary management services, such as collection
of revenues from SCE and the administration and payment of all Partnership
expenses. Under the provisions of the Management Agreement, the
Partnership pays a management fee of 2% of "Gross Operating Proceeds",
which are defined as all gross receipts from the sale of electricity
generated by the Turbines and all amounts paid in lieu of receipts from
the sale of electricity, including, without limitation, any proceeds of
systems performance or wind resource insurance, casualty loss and business
interruption insurance paid in reimbursement of lost revenues and warranty
payments in reimbursement of lost revenues. Under the Management
Agreement, EWS is entitled to be reimbursed for 115% of the maintenance
costs, including labor and material costs that it incurs in the
performance of services including services performed by third parties. See
Note 5 for additional information.
(3) The Operating Site is situated on two adjoining parcels of land,
consisting of approximately 440 acres, located in the San Gorgonio Pass
area of the San Bernardino Mountains approximately 16 miles northwest of
Palm Springs, California. The Partnership uses the Infrastructural
Improvements and a portion of the Operating Site pursuant to a 20-year
easement granted by Mesa under the terms of a Wind Park Easement Agreement
dated as of September 7, 1984, as amended (the "Wind Park Easement
Agreement"). Mesa has rights to develop wind energy resources at the
Operating Site, which includes the Infrastructural Improvements, under a
right-of-way grant (the "Right-of-Way Grant") from the United States
Bureau of Land Management ("BLM"). The primary term of the Right-of-Way
Grant expired on January 26, 2003. On December 19, 2002, the Right-of-Way
Grant was extended for a ten-year period commencing on January 27, 2003;
however, the Wind Park Easement Agreement terminates on December 31, 2004.
See Note 3 for additional information.
EWSI, PanAero, and their affiliates have developed and sold additional
wind turbines on the Operating Site to ZPII and Mesa has granted a similar
easement to ZPII.
Under the Wind Park Easement Agreement, Mesa charges the Partnership
rental fees in an amount equal to the greater of 5% of Gross Operating
Proceeds or the Partnership's pro rata share (with the other producers of
electric energy from wind power on the Operating Site) of the payments due
the BLM under the Right-of-Way Grant. Effective January 1, 1996, the BLM
changed the annual rental payment due under the Right-of-Way Grant to a
flat rent of $79,000. ZPI and ZPII are each charged a pro rata share of
the $79,000 in accordance with the Wind Park Easement Agreement based on
9
their ratios of aggregated rated capacity of the turbines installed on the
Operating Site as described above. Rental payments may be adjusted by the
BLM annually to reflect any change in the fair rental value of the
Operating Site, which could result in revised easement payments by the
Partnership to Mesa.
Cash Distributions
The Partnership distributes cash in accordance with the terms of the Partnership
Agreement. Due to less-than-projected operating results, the Partnership has not
distributed any cash to the General Partner, Limited Partners, Dean Witter
Reynolds Inc. as a special limited partner, the Former General Partners or the
substituted limited partners during any fiscal year other than 1985, in which
the Partnership distributed an aggregate of approximately $158,000 to the
Limited Partners and $2,000 to the Former General Partners. Under the Purchase
Notes, the Partnership cannot make cash distributions to its partners unless
certain cash reserve balances are maintained, no events of default exist, and
certain ratio tests are met. The Partnership has not met these criteria since
1985. The Partnership did not make cash distributions to its partners for the
three months in the period ended March 31, 2003 or March 31, 2004.
NOTE 3 - GOING CONCERN
The following matters raise substantial doubt about the Partnership's ability to
continue as a going concern:
1. As discussed in Note 4 below, the Partnership has not had sufficient
cash flows from operations to make scheduled payments of principal
and interest on the outstanding Purchase Notes. Accordingly, the
Partnership is in default of the Purchase Notes. Upon notice of
default, MCC has a right to foreclose against its security interests
in the assets of the Partnership. As of the date of filing of this
report, MCC has not notified the Partnership of its intent to
foreclose on its security interest. Any such foreclosure by MCC on
its security interests in the assets of the Partnership would have a
material adverse effect on the Partnership.
2. The Partnership's assignment of rights under the Power Agreement
expires on December 31, 2004 and the Power Agreement expires in June
2005. Additionally, the Wind Park Easement Agreement expires on
December 31, 2004. The Partnership will have no ability to sell the
power it generates after December 31, 2004 without an extension of
the assignment of rights under the Power Agreement and an extension
of the Wind Park Easement Agreement. Additionally, if the
Partnership were to obtain an extension of its assignment of rights
under the Power Agreement, it could only be effective until June
2005, unless the Power Agreement were extended beyond that date or
some other arrangements were made.
3. As discussed in Note 7 below, SCE has substantially curtailed the
Partnership's electrical production from the Windsystem beginning
April 13, 2004 and continuing through the date of this report due to
an SCE construction project. SCE has notified the Partnership that
SCE estimates that the curtailment will continue through May 17,
2004. Management expects that this curtailment will have a material
adverse effect on the Partnership's cash flows and financial results
of operations during the period of the curtailment and for the
10
Partnership's 2004 fiscal year. Depending on the duration and level
of the curtailment by SCE, management believes that such curtailment
could have a material adverse effect on the Partnership's ability to
cure existing payment defaults on the Purchase Notes and/or make
payments related to costs associated with the ongoing operations of
the Windsystem.
NOTE 4 - PURCHASE NOTES
Under an agreement reached in April 1989, MCC reduced the interest rate on the
Purchase Notes from 13% to 11% per annum effective in January 1990. The
Partnership secured its payment obligations under the Purchase Notes by granting
MCC security interests in the Turbines and other intangible collateral including
the rights, title and interests of the Partnership under several of the
Partnership's major operating agreements.
The principal portion of the Purchase Notes was paid off in January of 2004. As
of March 31, 2004 there was $4.3 million of interest in arrears due on the
Purchase Notes.
The Partnership's cash flows have been insufficient to make scheduled payments
associated with the Purchase Notes. Under the terms of the Purchase Notes,
payments made by the Partnership are applied towards principal and then towards
accrued and unpaid interest. The Purchase Notes matured on December 31, 2002. As
a result, all outstanding principal and unpaid interest on the Purchase Notes
was due at that time. The Partnership's non-payment of interest in arrears on
the Purchase Notes gives MCC the right to foreclose against its security
interest in the assets of the Partnership. MCC has not notified the Partnership
of its intent to foreclose on its security interests.
NOTE 5 - AMOUNTS PAYABLE TO RELATED PARTIES, NET
In addition to the Purchase Notes (See Note 4 above) the Partnership had amounts
payable to Mesa (See Note 2 above) and EWS, respectively as of March 31, 2004.
Amounts payable to Mesa include easement fees and other miscellaneous expenses
related to Windsystem operations. Amounts payable to EWS include management fees
and other miscellaneous expenses related to Windsystem operations. Such amounts
are unsecured and non-interest bearing.
The Partnership has the following related party transactions and relationships:
(1) Mesa assigned easement rights to a portion of the Operating Site and
granted rights to use the Infrastructural Improvements to the Partnership
under the Wind Park Easement Agreement (See Note 2 above). The Partnership
incurred $0.05 million in easement fees during the first quarter of 2004
as compared to $0.03 million during the first quarter of 2003 pursuant to
the Wind Park Easement Agreement.
(2) The Partnership contracted with EWSI to operate and maintain the Turbines
and to perform certain management and administrative services under the
Management Agreement (See Note 2 above). The Partnership incurred expenses
of $0.3 million during the first quarter of 2003 and 2004 pursuant to the
Management Agreement.
In 1988, Mesa assigned $581,000 of receivables from the Partnership to each of
its partners, EWSI and an affiliate of PanAero. EWSI subsequently forgave its
$581,000 of receivables from the Partnership. This forgiveness was treated as a
capital contribution in the accompanying financial statements.
11
NOTE 6 - LITIGATION
FERC Investigation
In May 2003, the Federal Energy Regulatory Commission (the "FERC"), pursuant to
FERC Docket No. EL03-47-000, began investigating whether the Windsystem and
certain other power projects owned by Enron or its affiliates failed to meet the
ownership criteria for qualifying facility ("QF") status under the Public
Utility Regulatory Policies Act of 1978 ("PURPA") following Enron's acquisition
of Portland General Electric Company in 1997. Under PURPA, and the applicable
FERC regulations, a power project is not a QF if more than 50% of the equity
interest in the project is owned by an electric utility or electric utility
holding company. The Partnership and FERC Trial Staff have settled the issues
under investigation and entered into a Consent Agreement dated March 10, 2004
(the "Consent Agreement"). Pursuant to the Consent Agreement, the Partnership
and FERC Trial Staff agree that the Windsystem is a QF notwithstanding Enron's
indirect equity interest in the Windsystem and the other contractual
relationships between the Partnership and various affiliates of Enron. The
Consent Agreement has been certified to the FERC by the FERC judge responsible
for the case and is currently subject to approval by the FERC.
NOTE 7 - SUBSEQUENT EVENTS
SCE CURTAILMENT
The Partnership's operation and maintenance service provider was provided notice
from SCE that beginning April 13, 2004 the amount of electricity that the
Windsystem could generate and deliver to SCE was being curtailed by
approximately 75%. A representative from SCE explained that the curtailment
action was being taken due to the re-routing of power as a result of the
construction of a new power line. SCE has notified the Partnership that SCE
estimates that the curtailment will continue through May 17, 2004. Management
expects that this curtailment will have a material adverse effect on the
Partnership's cash flows and financial results of operations during the period
of the curtailment and for the Partnership's 2004 fiscal year. Depending on the
duration and level of the curtailment by SCE, management believes that such
curtailment could have a material adverse effect on the Partnership's ability to
cure existing payment defaults on the Purchase Notes and/or make payments
related to costs associated with the ongoing operations of the Windsystem.
PURCHASE NOTES
The Partnership is in default of the Purchase Notes. As of May 14, 2004, the
total amount in default is $4.3 million, which is comprised of interest in
arrears. The terms of the Purchase Notes do not require that the Partnership pay
additional interest on the accrued and unpaid interest due under the Purchase
Notes. See Notes 3 and 4 for additional information.
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Going Concern
The following matters raise substantial doubt about the Partnership's ability to
continue as a going concern:
1. The Partnership has not had sufficient cash flows from operations to
make scheduled payments of principal and interest on the outstanding
Purchase Notes. Accordingly, the Partnership is in default of the
Purchase Notes. Upon notice of default, MCC has a right to foreclose
against its security interests in the assets of the Partnership. As
of the date of filing of this report, MCC has not notified the
Partnership of its intent to foreclose on its security interest. Any
such foreclosure by MCC on its security interests in the assets of
the Partnership would have a material adverse effect on the
Partnership.
2. The Partnership's assignment of rights under the Power Agreement
expires on December 31, 2004 and the Power Agreement expires in June
2005. Additionally, the Wind Park Easement Agreement expires on
December 31, 2004. The Partnership will have no ability to sell the
power it generates after December 31, 2004 without an extension of
the assignment of rights under the Power Agreement and an extension
of the Wind Park Easement Agreement. Additionally, if the
Partnership were to obtain an extension of its assignment of rights
under the Power Agreement, it could only be effective until June
2005, unless the Power Agreement were extended beyond that date or
some other arrangements were made.
3. SCE has substantially curtailed the Partnership's electrical
production from the Windsystem beginning April 13, 2004 and
continuing through the date of this report due to an SCE
construction project. SCE has notified the Partnership that SCE
estimates that the curtailment will continue through May 17, 2004.
Management expects that this curtailment will have a material
adverse effect on the Partnership's cash flows and financial results
of operations during the period of the curtailment and for the
Partnership's 2004 fiscal year. Depending on the duration and level
of the curtailment by SCE, management believes that such curtailment
could have a material adverse effect on the Partnership's ability to
cure existing payment defaults on the Purchase Notes and/or make
payments related to costs associated with the ongoing operations of
the Windsystem.
Liquidity and Capital Resources
The Partnership experienced a lack of liquidity throughout the first quarter of
2004, primarily due to an ongoing shortfall in revenues from operations in
comparison to the costs and expenses of operations. The Purchase Notes matured
on December 31, 2002, and all of the outstanding principal and accrued and
unpaid interest under the Purchase Notes was due at such time. The Partnership
has not generated sufficient cash flow to pay the accrued and unpaid interest on
the Purchase Notes. As a result, interest payments on the Purchase Notes in the
amount of $4.3 million were in arrears at March 31, 2004. The Partnership's
failure to pay on December 31, 2002 such outstanding principal and accrued
interest in arrears on the Purchase Notes resulted in a default under the
Purchase Notes, and such default is continuing. This continuing default gives
MCC the right to foreclose against the collateral of its loans as set forth in
the Purchase Notes. As of March 31, 2004 and as of the filing of this report,
13
MCC had not exercised its right to foreclosure under the Purchase Notes. See
"Results of Operations for the Three Months Ended March 31, 2004 Compared to the
Three Months Ended March 31, 2003".
The Partnership's primary source of revenues and liquidity to fund operations of
the Windsystem, repay debt, administer the Partnership, and make distributions
to its partners is the production and sale of electricity from the Windsystem.
The Partnership's sole customer is SCE. The price paid by SCE for the
electricity is contractually defined under the Power Agreement.
As of March 31, 2004, the Partnership had no current or planned commitments for
capital expenditures.
Results of Operations for the Three Months Ended March 31, 2004 Compared to the
Three Months Ended March 31, 2003.
For the first three months of 2004, revenues from power sales to SCE were $0.6
million. This was a decrease of $0.1 million or 6% in revenue as compared to the
same period in 2003. This decrease in revenues was due to a decrease in
production from the Windsystem. Costs and expenses in the first quarter of 2004
were $1.1 million, an increase of $0.1 million or 5%, as compared to 2003. This
increase can mainly be attributed to an increase in property taxes. Maintenance
expenses increased in 2004, as compared to 2003, due to an increase in
unscheduled maintenance. Easement and Management fees increased as well, as
compared to 2003. The increase is directly related to the increase in Gross
Operating Proceeds received in the first quarter of 2004. During the first
quarter of 2004, Gross Operating Proceeds were $0.9 million, which was an
increase of $0.3 million as compared to 2003.
Overall, the Partnership reported a net loss of $0.5 million for the first
quarter of 2004 as compared with a net loss of $0.4 million for the first
quarter of 2003. During the first quarter of 2004, total partners' deficit
increased by $0.5 million or 37% to ($1.9) million. Net loss per Unit was $432
for the first quarter of 2004 compared with a net loss per Unit of $354 for the
first quarter of 2002.
Cash flows from operations decreased $1.6 million in the first quarter of 2004
as compared to 2003. This decrease was primarily due to the payment of $1.5
million in interest on the Purchase Notes on January 16, 2004. Excluding the
decrease in working capital, due to the payment of accrued interest, net cash
provided by operations as adjusted would have been $0.2 million, or $0.1 million
less than cash flows from operations for the same period in 2003. Cash flows
used in financing activities increased by $0.5 million due to principal payments
made on the Purchase Notes during the three months ended March 31, 2004, while
none were made during the three months ended March 31, 2003.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The financial performance of the Partnership is affected by, among other things,
general economic, financial, competitive, legislative, legal, regulatory and
other factors that are beyond management's control. Changes in these factors
could make it more expensive to operate the Windsystem, or require additional
capital expenditures, or reduce certain benefits currently available to the
Partnership. There are a variety of other risks that affect the financial
14
performance of the Partnership, some of which are beyond management's control,
including but not limited to:
o The Partnership could perform below expected levels of output or
efficiency, which would reduce revenue;
o Changes or modifications to the rules and regulations of the Western
energy markets, and particularly the regulatory environment in California,
may negatively impact SCE's financial viability and the Partnership's
status as a QF;
o Operating and royalty costs could increase;
o Energy prices paid by SCE could decrease or terminate;
o Delivery of electrical energy to SCE could be curtailed, disrupted or
otherwise terminated;
o Environmental problems or regulation changes could arise which could lead
to fines or a shutdown of the Windsystem;
o Windsystem units and equipment have broken down or failed in the past and
could break down or fail in the future;
o The operators of the Windsystem could suffer labor disputes;
o The government could change permit or governmental approval requirements
restricting operations;
o Third parties could fail to perform their contractual obligations to the
Partnership; and
o Catastrophic events, such as fires, earthquakes, explosions, floods,
severe declines in wind volume, severe storms or other occurrences
including terrorism or war, could affect the Windsystem or SCE.
Item 4. CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act. This term means controls and other procedures of
a company that are designed to ensure that information required to be disclosed
by the company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
During 2003, the Partnership put into place procedures for gathering, analyzing,
communicating to management, and disclosing the information the Partnership is
required to disclose in the periodic reports required by the Exchange Act. In
April of 2004, the Partnership formalized, in writing, its disclosure controls
and procedures. The Partnership's management, with the participation of the
General Partner's Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Partnership's disclosure controls and
procedures as of March 31, 2004. Based on these evaluations, the General
Partner's Chief Executive Officer and Chief Financial Officer concluded that the
Partnership's disclosure controls and procedures were effective as of March 31,
2004.
During the three months ended March 31, 2004, the Partnership made no change in
its internal controls over financial reporting that materially affected, or is
reasonably likely to materially affect, its internal controls over financial
reporting.
15
PART II - OTHER INFORMATION
Item 1. Legal proceedings.
Litigation is discussed in Note 6 of the Condensed Financial Statements.
Item 2. Changes in securities and use of proceeds.
Not applicable to the Partnership.
Item 3. Defaults upon senior securities.
The Partnership is in default of the Purchase Notes. As of May 14, 2004, the
total amount in default is $4.3 million, which is totally comprised of interest
in arrears. The principal was paid off in January of 2004. See Notes 3 and 4 to
the Financial Statements for additional information.
Item 4. Submission of matters to a vote of security holders.
Not applicable to the Partnership.
Item 5. Other information.
This report contains statements that are forward-looking within the meaning of
Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Exchange
Act. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and that actual results could differ materially
as a result of known and unknown risks and uncertainties, including general
economic conditions, future trends, and other risks, uncertainties and factors
disclosed in this operating report.
Item 6. Exhibits and reports of Form 8-K
(a) Exhibits
31.1 Rule 13a-14(a) Certification of Eric D. Gadd
31.2 Rule 13a-14(a) Certification of Mary H. Cilia
32.1 Section 1350 Certification of Eric D. Gadd
32.2 Section 1350 Certification of Mary H. Cilia
(b) Reports on Form 8-K
Current Report on Form 8-K dated January 28, 2004; Item 4 and Item
5; Unaudited Financial and Business Information for the fiscal
quarters ended March 31, 2003, June 30, 2003, and September 30, 2003
Current Report on Form 8-K filed March 30, 2004; Item 5; Unaudited
Financial and Business Information for the fiscal year ended
December 31, 2003
16
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.
Zond-PanAero Windsystem Partners I
Date: May 14, 2004
By: Zond Windsystems Management LLC,
General Partner
By: /s/ Eric D. Gadd
--------------------------------
Eric D. Gadd
Chief Executive Officer
By: /s/ Mary H. Cilia
--------------------------------
Mary H. Cilia
Chief Financial Officer of Zond Windsystems
Management LLC,
the General Partner of Zond-PanAero
Windsystem Partners I
17
Exhibit Index
-------------
Number Description
31.1* Rule 13a-14(a) Certification of Eric D. Gadd
31.2* Rule 13a-14(a) Certification of Mary H. Cilia
32.1* Section 1350 Certification of Eric D. Gadd
32.2* Section 1350 Certification of Mary H. Cilia
* Filed with this report
18