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, 2006
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
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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES NO X
1
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets at March 31, 2006 (Unaudited) and December 31, 2005.
Unaudited Condensed Statements of Operations for the three months ended March
31, 2006 and March 31, 2005.
Condensed Statements of Changes in Partners' Capital (Deficit) for the three
months ended March 31, 2006 (Unaudited) and for the year ended December 31,
2005.
Unaudited Condensed Statements of Cash Flows for the three months ended March
31, 2006 and March 31, 2005.
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
2
Item 1. FINANCIAL STATEMENTS
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
(Dollars in thousands)
March 31, 2006 December 31, 2005
------------------- ---------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 149 $ 843
Accounts receivable from related party 993 354
Other current assets 48 45
-------------------- ---------------------
Total current assets 1,190 1,242
-------------------- ---------------------
Property, plant and equipment
Buildings 98 98
Plant and equipment 49,561 49,561
Less - accumulated depreciation (49,365) (49,353)
-------------------- ---------------------
Property, plant and equipment, net 294 306
-------------------- ---------------------
Total assets $ 1,484 $ 1,548
==================== =====================
Liabilities and partners' capital
Current liabilities:
Accounts payable and accrued expenses $ 424 $ 266
Accounts payable to related party 410 197
Accrued interest to related party - 565
-------------------- ---------------------
Total current liabilities 834 1,028
-------------------- ---------------------
Partners' capital:
General partner 5 4
Limited partners 59 (69)
Substituted limited partner (Note 2) 5 4
Contributed capital 581 581
-------------------- ---------------------
Total partners' capital 650 520
-------------------- ---------------------
Total liabilities and partners'
capital -------------------- ---------------------
$ 1,484 $ 1,548
==================== =====================
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
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, 2006 March 31, 2005
--------------------- -----------------------
Revenue:
Sale of electricity $ 639 $ 680
Other income 10 7
--------------------- -----------------------
Total Revenue 649 687
Costs and expenses:
Depreciation 12 12
Property taxes 22 22
Easement fees to related party 174 26
Management fees to related party 13 11
Maintenance and other operating costs
to related and other parties 210 209
Insurance costs 9 30
Other operating costs 79 (2)
--------------------- -----------------------
Total costs and expenses 519 308
--------------------- -----------------------
Net income $ 130 $ 379
===================== =======================
Net income per Unit $ 109 $ 318
===================== =======================
Number of outstanding Limited
Partner Units 1,190 1,190
===================== =======================
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Dollars in thousands)
For the three months ended March 31, 2006 and
the year ended December 31, 2005
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, 2004 (1,402) (6) (1,971) (6) 581
Net income 1,922 10 1,902 10 -
--------- ---------- ---------- ------------ ------------
Balance at December 31, 2005 $ 520 $ 4 $ (69) $ 4 $ 581
Net income (Unaudited) 130 1 128 1 -
--------- ---------- ---------- ------------ ------------
Balance at March 31, 2006 (Unaudited) $ 650 $ 5 $ 59 $ 5 $ 581
========= ========== ========== ============ ============
The accompanying notes are an integral part of the unaudited condensed financial statements.
5
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, 2006 March 31, 2005
--------------------- -----------------------
Cash Flow From Operating Activities:
Net income $ 130 $ 379
Reconciliation of net income to net cash
used in operating activities:
Depreciation 12 12
Changes in operating assets and liabilities:
Accounts receivable from related party (639) (103)
Other current assets (3) (69)
Accounts payable and accrued expenses 158 (11)
Amount payable to related party 213 (283)
Accrued interest payable to related party (565) (1,500)
--------------------- -----------------------
Net cash used in operating activities (694) (1,575)
Cash flows used in financing activities - Principal
payments on notes payable to related party - -
--------------------- -----------------------
Net decrease in cash and cash equivalents (694) (1,575)
Cash and cash equivalents at beginning of the period 843 2,603
--------------------- -----------------------
Cash and cash equivalents at end of period $ 149 $ 1,028
===================== =======================
Supplemental disclosure of each cash flow information:
Cash paid during the period for interest $ 565 $ 1,500
The accompanying notes are an integral part of the unaudited condensed financial statements.
6
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, 2006 and 2005 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
(the "Commission"). 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 principals. 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, 2006.
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").
See Note 8 for additional information.
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
transfer lines carry electricity to a substation, which steps up the electric
power to 115 kilovolts for delivery to SCE.
7
EWS is an 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" and together with the
General Partner, the "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"). In March 2006, the Partnership paid the
remaining $0.6 million of interest in arrears due under the Purchase Notes. As a
result, the Purchase Notes have been paid in full. See Note 5 below for
additional information.
Dissolution of the Partnership
The term of the Partnership ended on December 31, 2005 in accordance with the
provisions of the Partnership Agreement. The Partnership dissolved effective on
the day on which the term of the Partnership ended. The General Partner will
liquidate the assets of the Partnership, apply and distribute the proceeds
thereof as contemplated by the Partnership Agreement, and plans to cause the
cancellation of the Partnership's Certificate of Limited Partnership with the
Secretary of State of the State of California. The Partnership will then
terminate and the General Partner plans to file with the Commission a Form 15 to
terminate registration of the Units under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The General Partner is currently evaluating the
options in connection with the liquidation of the Partnership's assets. The
primary liquidation options that the General Partner is evaluating are (i) the
sale of the Turbines to a third party or to Mesa or one of its affiliates and
(ii) the abandonment of the Turbines to Mesa under the Wind Park Easement
Agreement (as defined in "Substantial Transactions and Operating Agreements"
below). In connection with the evaluation of the Turbine sale alternative, the
General Partner is reviewing the potential sale of only the Turbines by the
Partnership, as well as assessing if the Turbines can be combined for sale with
other related assets held by Mesa and PanAero Management Corporation ("PAMC"), a
California corporation wholly-owned by PanAero. See Note 8 for additional
information. In connection with the evaluation of the Turbine abandonment
option, the General Partner has obtained two appraisals of the value of the
Turbines from independent third party appraisal companies.
The General Partner is continuing the operation of the Windsystem during the
liquidation period of the Partnership. The Reservation of Rights Agreement, Wind
Park Easement Agreement and Management Agreement (as defined in "Operation and
Maintenance Services" and "Substantial Transactions and Operating Agreements"
below) each were due to expire on December 31, 2005. The term of each of the
Reservation of Rights Agreement and the Wind Park Easement Agreement were
extended through March 31, 2006, and the term of the Management Agreement was
extended through May 31, 2006. See Note 8 for additional information.
8
Under the terms of the Partnership Agreement, the proceeds of the liquidation of
the assets of the Partnership are to be distributed in the following order: (i)
first, for the payment of any Partnership liquidation expenses and Partnership
debts (other than those owing to any of the Partners), such as the Purchase
Notes; (ii) second, for the payment of any Partnership debts owing to any of the
Partners; and (iii) third, for distributions to the Partners in proportion to
their Partnership adjusted capital accounts, after giving effect to all
contributions, distributions and allocations for all taxable years of the
Partnership, including the taxable year during which the final liquidating
distribution occurs. There is no assurance that, following the payment of the
liquidation expenses relating to the Partnership and the payment of the
Partnership's debts, there will be any remaining proceeds from the liquidation
of the Partnership's assets available for distribution to the Partners.
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
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
PAMC 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.
9
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 financial statements 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.
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 term was due to terminate on March 31, 2006;
however, the Partnership and EWS entered into a Sixth Amendment to Windsystem
Management Agreement dated as of March 29, 2006, which extended the termination
date of the Management Agreement from March 31, 2006 to May 31, 2006.
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, 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 as of March 31,
2006, the amount of the demobilization fee, if any, for which EWS could seek
recovery from the Partnership would not be in excess of approximately $50,000.
Substantial Transactions and Operating Agreements
The accompanying financial statements include substantial transactions with
related parties. These transactions are further described in Note 6.
A summary of the major operating agreements entered into by the Partnership,
directly or indirectly, is set forth below:
(1) Through June 23, 2005 the Partnership sold the electricity produced by
the Turbines to SCE pursuant to a power purchase and sales agreement
(the "Power Agreement") that was originally entered into between SCE
and PanAero in April 1982 and covered 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"). Each of the Partial
Assignment and the Power Agreement terminated by its terms on or about
June 23, 2005.
10
On or about June 23, 2005, the Partnership and PAMC entered into a
Reservation of Rights Agreement dated as of June 23, 2005 (the
"Reservation of Rights Agreement") pursuant to which the Partnership is
permitted to (i) sell power to SCE from the Windsystem under a Reformed
Standard Offer 1 As-Available Capacity and Energy Power Purchase
Agreement dated June 23, 2005 between SCE and PAMC (the "RSO1 Power
Agreement"), and (ii) interconnect the Windsystem with SCE's
transmission system under an Interconnection Facilities Agreement
between SCE and PAMC which was effective as of June 23, 2005 (the
"Interconnection Agreement").
Under the Reservation of Rights Agreement, the Partnership was
permitted and agreed to deliver up to 19.5 megawatts of energy to SCE
under the RSO1 Power Agreement and to interconnect the Partnership's
Windsystem to SCE's transmission system under the Interconnection
Agreement. The Reservation of Rights Agreement was due to terminate on
December 31, 2005; however, the Partnership and PAMC, which is an
affiliate of Mesa, entered into the Amendment to Reservation of Rights
Agreement (the "Reservation of Rights Agreement Amendment") effective
as of December 31, 2005, which extended the termination date of the
Reservation of Rights Agreement from December 31, 2005 to March 31,
2006. See Note 8 for additional information.
The Partnership has not been required under the Reservation of Rights
Agreement to pay to PAMC a fee for the Partnership's use of the RSO1
Power Agreement or the Interconnection Agreement. The Partnership has
been required to pay for a portion of all fees, costs and expenses
incurred by PAMC under the RSO1 Power Agreement and the Interconnection
Agreement, including, without limitation, interconnection fees, back
feed electricity costs and maintenance costs. The portion of such fees,
costs and expenses paid by the Partnership has been based on the ratio
of (x) the aggregate installed name-plate capacity of the Partnership's
Windsystem to (y) the aggregate installed name-plate capacity of all
the wind power projects delivering power to SCE under the RSO1 Power
Agreement.
PAMC also concurrently entered into a separate reservation of rights
agreement with Zond-PanAero Windsystem Partners II, a California
limited partnership ("ZWP II") and an affiliate of the Partnership,
pursuant to which PAMC granted ZWP II the right to sell to SCE under
the RSO1 Power Agreement up to 10.4 megawatts of energy from its wind
turbine electric power generation facility and to interconnect such
wind power generation facility to SCE's transmission grid under the
Interconnection Agreement.
Under the RSO1 Power Agreement, SCE is required to purchase from PAMC,
and PAMC is required to sell to SCE, the output from the Partnership's
Windsystem and ZWP II's wind power facility, provided that the
aggregate name-plate capacity of all such generating facilities may not
exceed 30 megawatts at any one time. The RSO1 Power Agreement has a
five-year term, but may be terminated by PAMC upon 30 days advance
notice to SCE. The price to be paid by SCE for the energy delivered
under the RSO1 Power Agreement is equal to the short run avoided cost
to SCE for energy during the delivery period of such energy. Under the
RSO1 Power Agreement, SCE will also pay an annual capacity payment for
the installed capacity of such generation facilities that is based on
SCE's avoided cost for capacity.
Unlike the Power Agreement, which terminated on or about June 23, 2005,
the RSO1 Power Agreement does not contain a minimum energy price
payable by SCE. The minimum price for energy that was paid by SCE under
11
the Power Agreement was $0.102 per kilowatt hour of energy, and SCE
generally paid to the Partnership such minimum price for energy during
the term of the Power Agreement. As a result, the price received by the
Partnership for the sale of energy under the RSO1 Power Agreement has
been, and likely will continue to be more volatile as compared with the
price that would have been received by the Partnership under the Power
Agreement during the same period of time.
(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 also
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 6 for additional
information. The Management Agreement was to terminate by its terms on
March 31, 2006; however, the Partnership and EWS entered into a Sixth
Amendment to Windsystem Management Agreement dated as of March 29, 2006
which extended the termination date of the Management Agreement from
March 31, 2006 to May 31, 2006.
(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.
Pursuant to the Wind Park Easement Agreement, Mesa granted to the
Partnership the right to use a portion of the Operating Site and the
Infrastructural Improvements in connection with the operation of the
Windsystem. Prior to January 1, 2006, the Wind Park Easement Agreement
12
provided that the royalty payment payable by the Partnership to Mesa
equaled 5% of Gross Operating Proceeds, as defined in the Wind Park
Easement Agreement (the "Prior Royalty Rate"). The Wind Park Easement
Agreement, as previously amended, was due to terminate on December 31,
2005; however, on March 3, 2006, the Partnership and Mesa entered into
the Amendment to Wind Park Easement Agreement (the "Easement Agreement
Amendment"), which amendment was effective as of December 31, 2005.
The Easement Agreement Amendment extended the termination date of the
Wind Park Easement Agreement from December 31, 2005 to March 31, 2006.
See Note 8 for additional information. The Easement Agreement
Amendment also provides that after December 31, 2005, the royalty
payment payable by the Partnership to Mesa equals 55% of Net Operating
Proceeds, as defined in the Easement Agreement Amendment (the "Current
Royalty Rate"). It is expected that for any applicable period after
December 31, 2005, the royalty payments payable by the Partnership
using the Current Royalty Rate will be substantially higher than if
such royalty amounts were calculated using the Prior Royalty Rate.
At the termination of the Wind Park Easement Agreement, the Partnership
may: (1) elect to abandon the Turbines, with Mesa becoming the owner,
(2) at its own expense, remove the Turbines, or (3) elect to sell the
Turbines. If the Partnership elects to sell the Turbines at any time,
the Partnership must first offer the Turbines to Mesa on the same terms
and conditions. If the Partnership abandons the Turbines, neither Mesa
nor any affiliate shall have the right to operate the Turbines unless
Mesa pays to the Partnership the appraised fair market value (as
defined) of the Turbines. If the Partnership does not decide to abandon
the Turbines, under the Wind Park Easement Agreement, the Partnership
is required to remove the Turbines from the Operating Site on or before
May 31, 2006. See Note 8 for additional information.
Cash Distributions
The Partnership makes cash distributions 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 $2,000 to the then General Partners. Under the Purchase
Notes, the Partnership was not permitted to make cash distributions to its
Partners unless certain cash reserve balances were maintained, no events of
default existed, and certain ratio tests were met. The Partnership did not meet
these criteria at any time since 1985 and did not make any cash distributions
to its Partners during the first quarter of 2006.
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 2, the term of the Partnership ended on December 31,
2005. The Partnership dissolved effective on the day on which the term of the
Partnership ended. The General Partner is currently evaluating opportunities to
liquidate the assets of the Partnership. Upon liquidation of the assets of the
Partnership, the General Partner will apply and distribute the proceeds thereof
as contemplated by the Partnership Agreement, and plans to cause the
cancellation of the Partnership's Certificate of Limited Partnership with the
Secretary of State of the State of California. The Partnership will then
13
terminate and the General Partner plans to file with the Commission a Form 15 to
terminate registration of the Units under the Exchange Act.
2. As discussed in Note 2, the term of the Reservation of Rights Agreement
and the Wind Park Easement Agreement ended on March 31, 2006. The General
Partner is seeking to extend the Reservation of Rights Agreement and the Wind
Park Easement Agreement. However, if the Partnership cannot obtain extensions of
these existing agreements, the Partnership will not have a contractual right to
generate power at the Operating Site or to sell any power that it may generate
after March 31, 2006, and there is no assurance that the Partnership will
receive payment under the RSO1 Power Agreement or otherwise with respect to any
deliveries of energy to SCE made after March 31, 2006. See Note 8 for additional
information.
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Partnership's accounting records are maintained on the basis used for
federal income tax reporting purposes. For purposes of filing with the
Commission, the accounting records have been adjusted to reflect accounting
principles generally accepted in the United States of America ("GAAP").
Income Taxes
The Partnership is not subject to federal and state income taxes. Accordingly,
no recognition has been given to income taxes in the accompanying financial
statements since the income or loss of the Partnership is to be included in the
tax returns of the individual Partners. The tax returns of the Partnership are
subject to examination by federal and state taxing authorities. If such
examinations result in adjustments to distributive shares of taxable income or
loss, the tax liability of the Partners could be adjusted accordingly.
The tax attributes of the Partnership's net assets flow directly to each
individual Partner. Individual Partners will have different investment bases
depending upon the timing and prices of acquisition of Partnership units.
Further, each Partner's tax accounting, which is partially dependent upon their
individual tax position, may differ from the accounting followed in the
financial statements. Accordingly, there could be significant differences
between each individual Partner's tax basis and their proportionate share of the
net assets reported in the financial statements. Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", requires
disclosure by a publicly held partnership of the aggregate difference in the
basis of its net assets for financial and tax reporting purposes. However, the
Partnership does not have access to information about each individual Partner's
tax attributes in the Partnership, and the aggregate tax basis cannot be readily
determined. In any event, management does not believe that, in the Partnership's
circumstances, the aggregate difference would be meaningful information.
Cash Equivalents
Cash equivalents are considered to be all highly liquid investments purchased
with an original maturity of three months or less.
14
Depreciation
The Turbines are recorded at cost. The Turbines were fully depreciated as of
December 31, 2004. The Turbines were depreciated on the straight-line method
over a twenty-year life. Capitalized improvements and the building are being
depreciated on a straight-line method over a fifteen-year life. Expenditures
that materially increase the useful lives of assets are capitalized, while
ordinary maintenance and repairs are charged to operations as incurred.
Replacement of defective parts or expenditures designed to modify Turbines to
improve their productivity are expensed as incurred.
Earnings Per Limited Partner Unit
Earnings per Limited Partner unit are calculated based upon the number of
Limited Partner units outstanding during each year.
Fair Value of Financial Instruments
For each class of financial instruments, including cash and cash equivalents,
accounts receivable, prepaid insurance and other current assets, accounts
payable and accrued expenses, accounts payable to related party and accrued
interest to related party, the carrying amount approximates fair value because
of the short maturity of those instruments.
Estimates
The preparation of financial statements in conformity with GAAP 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.
Electricity Sales and Significant Customer
Power generated by the Windsystem is recognized as revenue upon delivery of
power to SCE at prices as defined in the RSO1 Power Agreement. All power
produced is sold to SCE under the Reservation of Rights Agreement, which term
expired on March 31, 2006. See Note 2 and Note 8 for additional information.
NOTE 5 - 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.
In March 2006, the Partnership paid the remaining $0.6 million of interest in
arrears due under the Purchase Notes. As a result, the Purchase Notes have been
paid in full. Prior to the date of the payment of such remaining interest in
arrears under the Purchase Notes, the Partnership was in default of the Purchase
Notes. During such period and upon notice of default, MCC had a right to
foreclose against its security interest in all the assets of the Partnership,
including the Turbines. However, MCC did not elect to foreclose on its security
interest.
15
NOTE 6 - TRANSACTIONS WITH RELATED PARTIES
In addition to the Purchase Notes (See Note 5 above) the Partnership had amounts
payable to Mesa and EWS, respectively. 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:
(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 $0.17 million in easement fees during the
first quarter of 2006 as compared to $0.02 million during the first
quarter of 2005 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 each of the first quarters of
2006 and 2005, 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.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Leases Payable
None.
NOTE 8 - SUBSEQUENT EVENTS
Sale of Assets
The General Partner is currently in discussions with PAMC and Mesa regarding a
potential sale of the Partnership's assets jointly with the Windsystem-related
assets held by PAMC and Mesa. In connection with such proposed joint sale, the
Partnership, in coordination with Mesa and PAMC, has provided to various
potential purchasers information relating to the Turbines and the other assets
of the Partnership.
Reservation of Rights Agreement
To date, the Reservation of Rights Agreement has not been extended beyond March
31, 2006; however, the Partnership has continued to operate the Windsystem and
deliver power to SCE. The Partnership is seeking to extend the term of the
Reservation of Rights Agreement beyond March 31, 2006. However, there is no
assurance that PAMC will grant any such extension. Unless an extension is
executed, the Partnership will not have contractual rights to deliver power to
SCE under the RSO1 Power Agreement or to interconnect the Partnership's
Windsystem with the SCE transmission system, and there is no assurance that the
16
Partnership will receive payment under the RSO1 Power Agreement or otherwise
with respect to its deliveries of energy to SCE made after March 31, 2006.
Wind Park Easement Agreement
To date, the Wind Park Easement Agreement has not been extended beyond March 31,
2006; however, the Partnership has continued to operate the Windsystem on the
Operating Site. The Partnership is seeking to extend the term of the Wind Park
Easement Agreement beyond March 31, 2006. However, there is no assurance that
Mesa will grant any such extension. Unless an extension is executed, the
Partnership will not have contractual rights to use a portion of the Operating
Site for the production of electricity or to use the Infrastructural
Improvements in connection with the operation of the Windsystem after March 31,
2006. The Partnership also is in discussions with Mesa to extend the deadline
set forth in the Wind Park Easement Agreement for the removal of the Turbines
from the Operating Site beyond May 31, 2006. However, there is no assurance that
Mesa will grant any such extension.
17
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. As discussed in Note 2 to the Financial Statements, the term of the
Partnership ended on December 31, 2005. The Partnership dissolved effective on
the day on which the term of the Partnership ended. The General Partner is
currently evaluating opportunities to liquidate the assets of the Partnership.
Upon liquidation of the assets of the Partnership, the General Partner will
apply and distribute the proceeds thereof as contemplated by the Partnership
Agreement, and plans to cause the cancellation of the Partnership's Certificate
of Limited Partnership with the Secretary of State of the State of California.
The Partnership will then terminate and the General Partner plans to file with
the Commission a Form 15 to terminate registration of the Units under the
Exchange Act.
2. As discussed in Note 2 to the Financial Statements, the term of the
Reservation of Rights Agreement and the Wind Park Easement Agreement ended on
March 31, 2006. The General Partner is seeking to extend the Reservation of
Rights Agreement and the Wind Park Easement Agreement. However, if the
Partnership cannot obtain extensions of these existing agreements, the
Partnership will not have a contractual right to generate power at the Operating
Site or to sell any power that it may generate after March 31, 2006, and there
is no assurance that the Partnership will receive payment under the RSO1 Power
Agreement or otherwise with respect to any deliveries of energy to SCE made
after March 31, 2006. See Note 8 to the Financial Statements for additional
information.
Liquidity and Capital Resources
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 RSO1 Power Agreement.
As of March 31, 2006, the Partnership had no current or planned commitments for
capital expenditures.
Results of Operations for the Three Months Ended March 31, 2006 Compared to the
Three Months Ended March 31, 2005.
During the first quarter of 2006, the Partnership's electricity revenue was $0.6
million, and the Windsystem produced 7.9 million kWh of electricity sold to SCE.
This was a decrease of $0.04 million or 6% in revenue and an increase of 1.2
million kWh or 18% of electricity produced as compared to the first quarter of
2005. The decrease in electricity revenue was primarily due to the effect of the
change in price paid by SCE for the energy delivered by the Partnership. See
"Note 2 - THE PARTNERSHIP - Substantial Transactions and Operating Agreements".
During the first quarter of 2005, the price paid by SCE for energy delivered by
the Partnership was at a rate of $0.102 per kWh. During the first quarter of
2006, SCE paid a price equal to its short-run avoided cost for all energy
delivered by the Partnership. During the first quarter of 2006, SCE's short-run
avoided cost (and the price paid by SCE for energy delivered by the Partnership
18
during this period) ranged from $0.059 to $0.119 per kWh. Other income remained
comparable during the first quarter of 2006 as compared to the first quarter of
2005.
Costs and expenses in the first quarter of 2006 were $0.5 million, an increase
of $0.2 million or 69%, as compared to the first quarter of 2005. Depreciation
remained constant during the first three months of 2006 as compared to the first
three months of 2005. Property taxes remained constant during the first quarter
of 2006 as compared to the first quarter of 2005. Easement fees increased $.15
million during the first quarter of 2006 as compared to the first quarter of
2005. For the first quarter of 2005, the Wind Park Easement Agreement provided
that the easement payment payable by the Partnership to Mesa equals 5% of Gross
Operating Proceeds (as defined below). For the first quarter of 2006, the
Easement Agreement Amendment provided that the easement payment payable by the
Partnership to Mesa equals 55% of Net Operating Proceeds (as defined in the
Easement Agreement Amendment). Management fees remained comparable during the
first three months of 2006 as compared to the first three months of 2005.
Management fees are calculated as a percentage of 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. Maintenance expenses remained
constant in the first quarter of 2006 as compared with the first quarter of
2005. Insurance costs decreased by $0.02 million in the first three months of
2006 due to a decrease in renewal rates as compared with the first three months
of 2005. Other operating costs increased $0.08 million in the first quarter of
2006 due to an increase in the use of outside consultants as compared to the
same period in 2005. Other operating costs for the first quarter of 2005 has a
negative balance due to the reversal of audit fees accrued in December 2004.
Overall, the Partnership reported net income of $0.1 million for the first
quarter of 2006 as compared with net income of $0.4 million for the first
quarter of 2005. During the first quarter of 2006, the total partners' capital
increased $0.1 million to $0.7 million. The net income per Unit was $109 for the
first quarter of 2006 compared with net income per Unit of $318 for the first
quarter of 2005.
Cash flows from operations increased $0.9 million in the first quarter of 2006
as compared to the first quarter of 2005. This increase was primarily due to a
decrease in accrued interest due to related parties during the first quarter of
2006 as compared to the first quarter of 2005.
Contractual Obligations
The Partnership's contractual obligations as of March 31, 2006 are as follows
(in millions):
|-------------------------------|--------------------|
| | 2006* |
|-------------------------------|--------------------|
| Purchase obligations: | |
|-------------------------------|--------------------|
| | |
|-------------------------------|--------------------|
| Scheduled maintenance fees | $0.139 |
|-------------------------------|--------------------|
| Demobilization fees | $0.050 |
|-------------------------------|--------------------|
*The term of the Partnership ended on December 31, 2005; however, the
Partnership is operating in liquidation and obtained the right to sell power
19
under the Reservation of Rights Agreement, and extended the term of the Wind
Park Easement Agreement, through March 31, 2006, and extended the term of the
Management Agreement through May 31, 2006.
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
(a) Disclosure 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 Commission'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, 2006. 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, 2006.
(b) Internal Control Over Financial Reporting
During the three months ended March 31, 2006, the Partnership made no change in
its internal control over financial reporting (as such term is defined in Rules
13a - 15(f) and 15d - 15(f) under the Exchange Act) that materially affected, or
is reasonably likely to materially affect, its internal control over financial
reporting.
20
PART II - OTHER INFORMATION
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
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 Jesse E. Neyman
31.2 Rule 13a-14(a) Certification of Mary H. Cilia
32.1 Section 1350 Certification of Jesse E. Neyman
32.2 Section 1350 Certification of Mary H. Cilia
21
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, a
California Limited Partnership
Date: May 12, 2006
By: Zond Windsystems Management LLC,
General Partner
By: /s/ Jesse E. Neyman
---------------------------------
Jesse E. Neyman
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
22
Exhibit Index
-------------
Number Description
31.1 Rule 13a-14(a) Certification of Jesse E. Neyman
31.2 Rule 13a-14(a) Certification of Mary H. Cilia
32.1 Section 1350 Certification of Jesse E. Neyman
32.2 Section 1350 Certification of Mary H. Cilia
23