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, 2005
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
Zip Code: 77010
Registrant's telephone number, including area code: (713) 853-0530
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, 2005
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets at March 31, 2005 (Unaudited) and December 31, 2004.
Unaudited Condensed Statements of Operations for the three months ended March
31, 2005 and March 31, 2004.
Condensed Statements of Changes in Partners' Deficit at March 31, 2005
(Unaudited) and December 31, 2004.
Unaudited Statements of Cash Flows for the three months ended March 31, 2005
and March 31, 2004.
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 3. Defaults Upon Senior Securities
Item 5. Other Information
Item 6. Exhibits
Item 1. FINANCIAL STATEMENTS
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
(Dollars in thousands)
March 31, 2005 December 31, 2004
----------------- -------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,028 $ 2,603
Accounts receivable from related party 504 401
Other current assets 113 44
------------------ ------------------
Total current assets 1,645 3,048
------------------ ------------------
Property, plant and equipment
Buildings 98 98
Plant and equipment 49,561 49,561
Less - accumulated depreciation (49,317) (49,305)
------------------ ------------------
Property, plant and equipment, net 342 354
------------------ ------------------
Total assets $ 1,987 $ 3,402
================== ==================
Liabilities and partners' deficit
Current liabilities:
Accounts payable and accrued expenses $ 232 $ 243
Accounts payable to related party 13 296
Accrued interest to related party 2,765 4,265
------------------ ------------------
Total current liabilities 3,010 4,804
------------------ ------------------
Partners' deficit:
General partner (4) (6)
Limited partners (1,596) (1,971)
Substituted limited partner (Note 1) (4) (6)
Contributed capital 581 581
------------------ ------------------
Total partners' deficit (1,023) (1,402)
------------------ ------------------
Total liabilities and partners' ------------------ ------------------
deficit $ 1,987 $ 3,402
================== ==================
The accompanying notes are an integral part of the unaudited condensed financial
statements.
Page 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)
For the Three Months Ended
---------------------------------------
March 31, 2005 March 31, 2004
------------------- ------------------
Revenue:
Sale of electricity $ 680 $ 632
Other income 7 -
------------------- -----------------
Total Revenue 687 632
Costs and expenses:
Depreciation 12 624
Interest expense - 2
Property taxes 22 70
Easement fees to related party 26 46
Management fees to related party 11 18
Maintenance and other operating
costs to related and other parties 209 274
Insurance costs 30 44
Other operating costs (2) 68
------------------- -----------------
Total costs and expenses 308 1,146
================== ==================
Net income (loss) $ 379 $ (514)
================== ==================
Net income (loss) per Unit $ 318 $ (432)
================== ==================
Number of outstanding Limited
Partner Units 1,190 1,190
================== ==================
The accompanying notes are an integral part of the unaudited condensed financial
statements.
Page 2
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Dollars in thousands)
Substituted
Limited Contributed
General Limited Partner Capital
Total Partner Partners (Note 1) (Note 5)
--------- ---------- --------- --------- ----------
Profit and loss allocation 100.00% 0.50% 99.00% 0.50%
--------- ---------- --------- --------- ----------
Balance at December 31, 2003 $ (1,382) $ (6) $ (1,951) $ (6) $ 581
Net loss (20) - (20) - -
--------- ---------- --------- --------- ----------
Balance at December 31, 2004 $ (1,402) $ (6) $ (1,971) $ (6) $ 581
Net income (Unaudited) 379 2 375 2 -
---------------------------------------------------
Balance at March 31, 2005 (Unaudited) $ (1,023) $ (4) $(1,596) $ (4) $ 581
========= ========== ========= ========= ==========
The accompanying notes are an integral part of the unaudited condensed financial statements.
Page 3
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Three Months Ended
------------------------------------
March 31, 2005 March 31, 2004
----------------- -----------------
Cash Flow From Operating Activities:
Net income (loss) $ 379 $ (514)
Reconciliation of net income (loss) to net cash
used in operating activities:
Depreciation
12 624
Changes in operating assets and liabilities:
Accounts receivable - (51)
Accounts receivable from related party (103) 289
Other current assets (69) (111)
Accounts payable and accrued expenses (11) (2)
Amount payable to related party (283) 14
Accrued interest payable to related party (1,500) (1,540)
---------------- ----------------
Net cash used in operating activities (1,575) (1,291)
Cash flows used in financing activities - Principal payments on notes
payable to related party - (458)
--------------- ----------------
Net decrease in cash and cash equivalents (1,575) (1,749)
Cash and cash equivalents at beginning of the period 2,603 2,125
--------------- ----------------
Cash and cash equivalents at end of period $ 1,028 $ 376
=============== ================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,500 $ 1,542
The accompanying notes are an integral part of the unaudited condensed financial statements.
Page 4
ZOND-PANAERO WINDSYSTEM PARTNERS I,
a California Limited Partnership
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The condensed financial statements included herein for the quarterly periods
ended March 31, 2005 and 2004 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 accounting
principles. The Partnership believes that the information and notes included in
the financial information are adequate to make the information presented not
misleading. Operating results for the interim period presented are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2005.
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 electricity generated by the Turbines is sold by the
Partnership to its sole customer, Southern California Edison Company ("SCE").
Each Turbine has a rated capacity of 65 kilowatts, and the Turbines have an
aggregate rated capacity of 19.5 megawatts. 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, LLC ("EWS") and an affiliate of PanAero Corporation ("PanAero"), form
an integrated electric power generating facility (the "Windsystem"). The
Windsystem is located in the San Gorgonio Pass area of the San Bernardino
Mountains near Palm Springs, California (the "Operating Site").
The Turbines are interconnected by a system of transformers and power transfer
lines to a substation and SCE's transmission grid. The individual power lines
from each of the Turbines are fed into step-up transformers, which increase the
voltage from 480 volts to 12.5 kilovolts. Additional 12.5 kilovolt power
Page 5
transfer lines carry electricity to a substation, which steps up the electric
power to 115 kilovolts for delivery to SCE.
EWS is a developer and operator of commercial wind-powered electric generating
facilities and PanAero is a wind resources development company. On January 3,
1997, EWS'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 EWS. See "Bankruptcy and Mergers" 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 Windsystem, which became operational in November 1984, was constructed by
Mesa Construction Company ("MCC"), a joint venture between an affiliate of EWS
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.
The term of the Partnership terminates on December 31, 2005, unless earlier
terminated in accordance with the provisions of the Partnership Agreement. The
end of the term of the Partnership is a dissolution event under the Partnership
Agreement. The Partnership Agreement provides that following such event the
Partnership shall be liquidated in accordance with the terms of the Partnership
Agreement.
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"). This matter is referred
to herein as the "Enron Bankruptcy". On February 20, 2002, EWC and Enron Wind
Systems, Inc. ("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 turbine manufacturing 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
Page 6
company changed its name to Zond Construction LLC ("ZC"). Neither ZWM nor ZC has
filed for bankruptcy.
On November 17, 2004, the Chapter 11 Plan (the "Plan") relating to the Enron
Bankruptcy became effective. The Plan provides for Enron and its affiliated
debtor companies (including EWS and EW) to sell most of their assets and
distribute to their creditors the proceeds of such sales. In connection with the
Plan, EWS assumed the Management Agreement (as defined in "Operation and
Maintenance Services" below) and that agreement remains in effect.
Substituted Limited Partner
PanAero Management Corporation ("PAMC"), a California corporation wholly-owned
by PanAero, formerly served as a general partner of the Partnership. 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, 2005 (Unaudited) and December 31, 2004 and the Unaudited
Condensed Statements of Changes in Partners' Deficit for the three months ended
March 31, 2005 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 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 subsidiary companies 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, certain Enron personnel who were not formerly
involved with the management of operations of the Partnership were appointed to
manage and operate the Partnership, and ZWM's principal executive offices were
moved to 1400 Smith Street, Houston, Texas 77002. In March 2004, the principal
executive offices were moved to 1221 Lamar Street, Suite 1600, Houston, Texas
77010.
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 by its terms was to terminate on December 31, 2004;
however, on February 16, 2005, the Partnership and EWS entered into a Third
Page 7
Amendment to the Windsystem Management Agreement (the "Management Agreement
Amendment"), which amendment was effective as of December 31, 2004. The
Management Agreement Amendment extended the termination date of the Management
Agreement from December 31, 2004 to June 23, 2005. See Note 3 for additional
information.
Prior to May 10, 2002, Enron Wind Maintenance LLC, an affiliate of EWS, provided
operation and maintenance services for the Windsystem. On May 10, 2002, EWS
contracted with GE Wind Energy, LLC to perform certain operation 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 may seek recovery from the Partnership
would not be in excess of approximately $72,000.
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 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 the Power
Agreement that covers the aggregate rated capacity of the Turbines
(19.5 megawatts), to the Partnership pursuant to that certain Partial
Assignment of Wind Park Power Purchase and Sales Agreement dated
September 28, 1984 (the "Partial Assignment"). Such assignment was to
terminate effective December 31, 2004; however, on February 16, 2005,
the Partnership and Mesa entered into an Amendment to Partial
Assignment of Wind Park Power Purchase and Sales Agreement (the
"Partial Assignment Amendment") which amendment was effective as of
December 31, 2004. The Partial Assignment Amendment extended the
termination date of the Partial Assignment from December 31, 2004 to
June 23, 2005. See Note 3 for additional information. 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. Under the Power Agreement, SCE is
required to purchase all of the electric output from the Turbines at a
rate equal to the greater of 89% of SCE's "Cost of Energy" or a fixed
minimum price of $.102 per kilowatt hour ("kWh"). The Power Agreement
provides, however, that if 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.
Page 8
During the three months ended March 31, 2005 and 2004, the Partnership
earned $.102 per kWh of electricity delivered to SCE.
(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 the
Partnership's gross operating proceeds ("Gross Operating Proceeds").
Gross Operating Proceeds 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.
(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 owns the Turbines,
including the supporting towers and related concrete support pads and
controllers. The Partnership uses the Infrastructural Improvements and
a portion of the Operating Site pursuant to an 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"). The
Infrastructural Improvements include roads, fences, power transfer
system, substation and maintenance facilities. Mesa has title to the
Infrastructural Improvements, but has granted the Partnership a
security interest in such assets under the Wind Park Easement
Agreement. The Infrastructural Improvements are also utilized by ZPII
under a similar arrangement with Mesa.
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 Right-of-Way Grant was originally issued to
PanAero on January 26, 1983, and was assigned by PanAero to Mesa in
April 1984. 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 was to terminate on December 31, 2004. On February
16, 2005, the Partnership and Mesa entered into an Amendment to the
Wind Park Easement Agreement (the "Easement Amendment"), which was
effective as of December 31, 2004. The Easement Amendment extended the
termination date of the Wind Park Easement Agreement from December 31,
2004 to June 23, 2005. 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.
Page 9
Under the Wind Park Easement Agreement, Mesa charges the Partnership
easement fees for the use of the Operating Site and Infrastructural
Improvements 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.
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 during any fiscal year other than 1985, in which the
Partnership distributed an aggregate of approximately $158,000 to the Limited
Partners and $2000 to the then 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 and did not
make cash distributions to its partners for the three months in the period ended
March 31, 2005 or March 31, 2004.
SCE Curtailment
SCE substantially curtailed the Partnership's electrical production from the
Windsystem from April 13, 2004 through May 17, 2004 (the "SCE Curtailment").
During this period, SCE curtailed the Partnership's production of electric power
by approximately 75% resulting in the Partnership's inability to produce and
sell a significant portion of electric power. By letter dated June 22, 2004,
Enron Wind LLC, on behalf of the sellers under the Power Agreement, issued for
payment an invoice to SCE in the amount of approximately $750,000 to compensate
the Partnership and ZP II for their estimated losses during the SCE Curtailment.
Of the approximately $750,000 invoiced to SCE, approximately $482,000 represents
lost revenue that otherwise would have been paid to the Partnership. By letter
dated September 22, 2004, SCE informed Enron Wind LLC that the SCE Curtailment
was in compliance with all applicable power purchase agreements, and that SCE
would not reimburse any projects, including the Partnership, for any revenues
that may have been lost during the SCE Curtailment. As a result, none of the
amount invoiced to SCE has been recorded as revenue for the Partnership.
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, and does not
anticipate that it will have, sufficient cash flows from operations to
make scheduled payments of interest in arrears on the 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 Power Agreement, the Partial Assignment and the Wind Park Easement
Agreement each expire on June 23, 2005. The Partnership is currently
exploring various opportunities to extend the operation of the
Page 10
Windsystem at the Operating Site and the sale of electric power
generated by the Windsystem beyond June 23, 2005. However, if the
Partnership cannot obtain new power sales and land right agreements or
extend the existing agreements, the Partnership will not have a
contractual right to generate power at the Operating Site or to sell
any power it may generate after June 23, 2005. In that case, the
Partnership expects to cease operation of the Windsystem on or about
June 23, 2005 and to explore various marketing alternatives for the
disposition of the Partnership's assets in connection with the
anticipated December 31, 2005 end of the term of the Partnership under
the Partnership Agreement. The end of the term of the Partnership is a
dissolution event under the Partnership Agreement. The Partnership
Agreement provides that following such event the Partnership shall be
liquidated in accordance with the terms of the Partnership Agreement.
In addition, the Management Agreement will also terminate on June 23,
2005. If the Partnership's rights under the Power Agreement, the
Partial Assignment and the Wind Park Easement Agreement are extended or
replaced for a period of time after June 23, 2005, the Partnership
plans to explore opportunities to extend or replace the Management
Agreement. If such power sales and land rights agreements are not
extended or replaced, the Partnership expects to enter into an
agreement with EWS or a third party to provide for the maintenance of
the Partnership's Turbines for the period during which they are not
operating, from June 23, 2005 through the disposition of the Turbines
by the Partnership.
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 Partnership has not had, and may not have, sufficient cash flows from
operations to make all payments of interest on 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 in December 31, 2002. The Partnership is in default under the
terms of the Purchase Notes. As of March 31, 2005, the amount in default was
$2.8 million, which was comprised solely 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. Upon notice of
default, MCC has a right to foreclose against its security interest in all the
assets of the Partnership, including the Turbines. As of the date of this
filing, MCC has not notified the Partnership of its intent to foreclose on its
security interests. Any such foreclosure by MCC on its security interests in the
assets of the Partnership would have a material adverse effect on the
Partnership.
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES
In addition to the Purchase Notes (See Note 4 above) the Partnership had amounts
payable to Mesa and EWS, respectively as of March 31, 2005. Amounts payable to
Mesa include easement fees and other miscellaneous expenses related to
Windsystem operations. Amounts payable to EWS include management fees,
maintenance costs and other miscellaneous expenses related to Windsystem
operations.
The Partnership has the following related party transactions and relationships:
Page 11
(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 paid $0.03 million in easement fees during the first
quarter of 2005 as compared to $0.05 million during the first quarter
of 2004 pursuant to the Wind Park Easement Agreement.
(2) The Partnership has a contract with EWS 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 $0.2 million during the first quarter of 2005 and
$0.3 million during the first quarter of 2004 pursuant to the
Management Agreement.
In 1988, Mesa assigned $581,000 of receivables from the Partnership to each of
its partners, EWS and an affiliate of PanAero. EWS subsequently forgave its
$581,000 of receivables from the Partnership. This forgiveness was treated as a
capital contribution in the accompanying financial statements.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Future annual minimum payments under non-cancelable obligations as of March 31,
2005 are $0.1 million. There are no lease obligations subsequent to June 23,
2005.
NOTE 7 - SUBSEQUENT EVENTS
Purchase Notes
The Partnership is in default of the Purchase Notes. As of the date of this
filing, the total amount in default is $2.8 million 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.
SCE Curtailment
The Partnership is currently considering its options relating to SCE's refusal
to compensate the Partnership for its lost revenues resulting from the SCE
Curtailment. See Note 2, SCE Curtailment, above.
Page 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, and does not anticipate that it will
have, sufficient cash flows from operations to make scheduled payments
of interest in arrears on the 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 all 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 Power Agreement, the Partial Assignment and the Wind Park Easement
Agreement each expire on June 23, 2005. The Partnership is currently
exploring various opportunities to extend the operation of the
Windsystem at the Operating Site and the sale of electric power
generated by the Windsystem beyond June 23, 2005. However, if the
Partnership cannot obtain new power sales and land right agreements or
extend the existing agreements, the Partnership will not have a
contractual right to generate power at the Operating Site or to sell
any power it may generate after June 23, 2005. In that case, the
Partnership expects to cease operation of the Windsystem on or about
June 23, 2005 and to explore various marketing alternatives for the
disposition of the Partnership's assets in connection with the
anticipated December 31, 2005 end of the term of the Partnership under
the Partnership Agreement. The end of the term of the Partnership is a
dissolution event under the Partnership Agreement. The Partnership
Agreement provides that following such event the Partnership shall be
liquidated in accordance with the terms of the Partnership Agreement.
In addition, the Management Agreement will also terminate on June 23,
2005. If the Partnership's rights under the Power Agreement, the
Partial Assignment and the Wind Park Easement Agreement are extended
or replaced for a period of time after June 23, 2005, the Partnership
plans to explore opportunities to extend or replace the Management
Agreement. If such power sales and land rights agreements are not
extended or replaced, the Partnership expects to enter into an
agreement with EWS or a third party to provide for the maintenance of
the Partnership's Turbines for the period during which they are not
operating, from June 23, 2005 through the disposition of the Turbines
by the Partnership.
Liquidity and Capital Resources
The Partnership continued to experience a lack of liquidity throughout the first
quarter of 2005, primarily due to an ongoing shortfall in revenues from
operations in comparison to the costs and expenses of operations. As a result,
interest payments on the Purchase Notes in the aggregate amount of $2.8 million
were in arrears as of March 31, 2005. The Partnership's failure to make timely
payments on the Purchase Notes gave MCC the right to foreclose against its
security interest in all the assets of the Partnership, including the Turbines.
MCC has not exercised its right to foreclosure under the Purchase Notes. See
"Results of Operations for the Three Months Ended March 31, 2005 Compared to the
Three Months Ended March 31, 2004".
Page 13
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, 2005, the Partnership had no current or planned commitments for
capital expenditures.
Results of Operations for the Three Months Ended March 31, 2005 Compared to the
Three Months Ended March 31, 2004.
During the first quarter of 2005, the Partnership's electricity revenue was $0.7
million, and the Windsystem produced 6.7 million kWh of electricity sold to SCE.
This was an increase of $0.1 million or 8% in revenue and an increase of 0.5
million kWh or 8 % of electricity produced as compared to the first quarter of
2004.
Costs and expenses in the first quarter of 2005 were $0.3 million, a decrease of
$0.8 million or 73%, as compared to the first quarter of 2004. Depreciation
decreased $0.6 million during the first three months of 2005 as compared to the
first three months of 2004 as the Turbines were fully depreciated in the fourth
quarter of 2004. The Partnership is continuing to depreciate other assets,
including the building and relocation/upgrades on the Turbines. Property taxes
were $0.05 million lower during the first quarter of 2005 as compared to the
first quarter of 2004 due to $0.05 million of penalties and interest, which were
assessed in 2004 due to late payment. Easement fees and management fees
decreased $0.02 million and $0.01 million, respectively, during the first three
months of 2005 as compared to the first three months of 2004. The decrease in
easement and management fees is directly related to the decrease in Gross
Operating Proceeds received in the first quarter of 2005 as compared to the
first quarter of 2004 due to timing of receipt. Gross Operating Proceeds 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. Maintenance expenses decreased $0.07 million in the first quarter of
2005, as compared to the first quarter of 2004, due to a decrease in unscheduled
maintenance. Insurance costs decreased by $0.01 million in the first three
months of 2005 due to a decrease in premiums as compared with the first three
months of 2004. Other operating costs decreased $0.07 million in the first
quarter of 2005 due to a decrease in the use of outside consultants as compared
to the same period in 2004.
Overall, the Partnership reported net income of $0.4 million for the first
quarter of 2005 as compared with a net loss of $0.5 million for the first
quarter of 2004. During the first quarter of 2005, the total partners' deficit
decreased $0.4 million to $1.0 million. The net income per Unit was $318 for the
first quarter of 2005 compared with a net loss per Unit of $432 for the first
quarter of 2004.
Cash flows from operations decreased $0.3 million in the first quarter of 2005
as compared to the first quarter of 2004. This decrease was primarily due to an
increase in receivables from related parties and a reduction in payables to
related parties during the first quarter of 2005 as compared to the first
quarter of 2004. Cash flows used in financing activities decreased 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
Page 14
March 31, 2005. Excess cash flows from operations are used primarily to fund
payments of the interest in arrears on the Purchase Notes.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership's management with the participation of the General Partners'
Chief Executive Officer and Chief Financial Officer has evaluated the disclosure
requirements of Item 305 of Regulation S-K "Quantitative and Qualitative
Disclosures about Market Risk," and has concluded that the Partnership currently
has no market risk sensitive instruments for which this disclosure is required.
Item 4. CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (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.
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, 2005. 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, 2005.
During the three months ended March 31, 2005, the Partnership made no change in
its internal control over financial reporting that materially affected, or is
reasonably likely to materially affect, its internal control over financial
reporting.
Page 15
PART II - OTHER INFORMATION
Item 3. DEFAULTS UPON SENIOR SECURITIES
The Partnership is in default of the Purchase Notes. As of the date of this
filing, the total amount in default is $2.8 million, which is totally comprised
of unpaid interest in arrears. See Notes 3 and 4 to the Financial Statements for
additional information.
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
(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
Page 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 13, 2005
By: Zond Windsystems Management LLC,
General Partner
By: /s/ Eric D. Gadd
----------------------------
Eric D. Gadd
Chief Executive Officer of Zond Windsystems
Management LLC, the General Partner of Zond-
PanAero Windsystem Partners I, a California
Limited Partnership
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, a California
Limited Partnership
Page 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
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