FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998, 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
(Exact name of registrant as specified in its charter)
California 77-0035358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13000 Jameson St., Tehachapi, California 93561
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 822-6835
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
(Title of class)
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
State the aggregate market value of Voting Stock held by non-affiliates
of the registrant: Not applicable. -- The registrant is a limited partnership
and its units of limited partnership interest are not traded.
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ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
FORM 10-K
For the Fiscal Year Ended December 31, 1998
TABLE OF CONTENTS
Item Number
in Form 10-K Page
PART I
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .7
4. Submission of Matters to a Vote of Security Holders . . . . . .8
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . .8
6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . .9
7. Management's Discussion and Analysis of
Financial Condition and Results of Operation . . . . . . . . .9
8. Financial Statements and Supplementary Data. . . . . . . . . . 17
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . 17
PART III
10. Directors and Executive Officers of the Registrant . . . . . . 17
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 18
12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . 20
13. Certain Relationships and Related Transactions . . . . . . . . 20
PART IV
14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . 23
<PAGE> PART I
ITEM 1. BUSINESS
Introduction
Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership") was formed in June of 1984, to purchase, own and operate a
system of 300 Vestas Energy A/S ("Vestas") Model V15 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"), a wholly-owned subsidiary of Edison International.
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 (collectively, the "Operating Site"),
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 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, dated as of November 29, 1984, as amended (the "Partner-
ship Agreement"). The term of the Partnership expires on December 31, 2005,
unless terminated earlier in accordance with the terms of the Partnership
Agreement.
The general partner of the Partnership (the "General Partner") is Zond
Windsystems Management Corporation ("ZWMC"), a California corporation wholly
owned by Enron Wind Systems, Inc. ("EWS"), formerly Zond Systems, Inc. From
the Partnership's formation in 1984 until June 24, 1988, PanAero Management
Corporation ("PAMC"), a California corporation wholly owned by PanAero
Corporation ("PanAero"), served as the other general partner of the
Partnership. PAMC was removed as a general partner effective June 24, 1988,
by a vote of the partners of the Partnership and became a substituted limited
partner.
Until July 28, 1988, the Windsystem was managed, operated and maintained by
Mesa Wind Developers ("Mesa"), a joint venture composed of EWS and PanAero
California, Ltd., an affiliate of PanAero ("PACL") pursuant to a now
terminated agreement (the "Mesa Agreement"). Following the removal of PAMC,
EWS has performed such functions pursuant to a windsystem management
agreement dated July 27, 1988 (the "Management Agreement") that terminates on
December 31, 2004.
On January 3, 1997 Zond's parent, Zond Corporation, became a wholly-owned
subsidiary of Enron Renewable Energy Corporation, which is majority owned by
Enron Corp. In May 1997, the name of Zond Corporation was changed to Enron
Wind Corp. Enron Corp., headquartered in Houston, Texas, is the world's
leading integrated energy company. Enron Corp., which owns approximately $30
billion in energy related assets, delivers physical commodities and risk
management and financial services to provide energy solutions to customers
around the world. Enron Corp.'s Internet address is www.enron.com, and its
stock is traded on the New York Stock Exchange under the ticker symbol, "ENE."
In order to purchase the Turbines (the "Purchase Note Financing"), the
Partnership paid $26,500,000 of the Windsystem's purchase price by issuing
non-recourse promissory notes (the "Purchase Notes") to Mesa Construction
Company ("MCC"), a California joint venture composed of affiliates of ZWMC and
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PAMC, which subcontracted the construction of the Windsystem to EWS. In
order to pay for the construction of the Windsystem, MCC borrowed $16,000,000
(the "Term Loan") from a syndicate of lenders (the "Windsystem Lender") and
pledged the Purchase Notes and their underlying security interests to the
Windsystem Lender as collateral. MCC and such financing were the subjects of
a bankruptcy proceeding. See "MCC Bankruptcy." In September of 1993, MCC
repaid the Term Loan in full.
Sale of Electric Power
The Windsystem is an integrated electric power generating plant consist-
ing of an array of individually sited Turbines. The Turbines are
interconnected by a system of transformers and power transfer lines to a sub-
station 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.
The Partnership sells the electric power generated by the Turbines to SCE
under a power purchase and sales agreement (the "Power Agreement"). The Power
Agreement was originally entered into between SCE and PanAero in April of
1982, and was assigned by PanAero to Mesa in July of 1984. Mesa subsequently
assigned the portion of the Power Agreement which covers the aggregate rated
capacity of the Turbines (19.5 megawatts) to the Partnership until December
31, 2004. The Power Agreement covers an aggregate of 29.9 megawatts, and Mesa
has assigned 10.4 megawatts to Zond-PanAero Windsystem Partners II, a Califor-
nia limited partnership ("ZP-II") whose general partner is an affiliate of the
General Partner. Such assignment also terminates on December 31, 2004.
Under the Power Agreement, SCE is required to purchase all of the elec-
tric output from the Turbines at a rate equal to the greater of either 89%
of SCE's "cost of energy" or a fixed minimum price of $0.102 per kilowatt
hour ("kWh"). The Power Agreement provides, however, that if SCE's cost of
energy exceeds $0.20 per kWh, the price per kilowatt paid by SCE will be
limited to $0.20 per kWh plus 70% of the difference between 89% of its cost of
energy and $0.20 per kWh. Since formation of the Partnership, SCE has paid
only the fixed minimum price of $0.102 per kWh. SCE makes monthly meter
readings of the amount of electricity delivered to SCE by the Partnership and
makes monthly payments to the Partnership based on such meter readings.
During 1998, SCE purchased an aggregate of 50,966,000 kWh of electricity
from the Partnership for an aggregate purchase price of approximately
$5,199,000. See Part II, Item 6 hereof for the amounts of revenue, operating
loss and assets of the Partnership for the fiscal years 1994 through 1998.
The amount of electricity produced by the Turbines depends upon wind
speed, which is subject to significant seasonal variations in the San Gorgonio
Pass area. Wind speed is generally highest during the summer months and
lowest during the winter months. These seasonal variations result in
significant variations from month to month in the net power production
realized by the Turbines, and, therefore, result in monthly variations in the
amount of electricity sold to SCE.
Windsystem Performance
The Windsystem commenced operation in November of 1984. The Windsystem's
annual electrical power production was originally projected to be 74,761
megawatt-hours per full calendar year. These annual production projections
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were based upon forecasted average wind speed at the Operating Site estimated
by the Partnership's independent wind consultants. The Windsystem actually
produced 43,768, 45,334, 52,686, 43,799, and 50,966 megawatt-hours for
calendar years 1994, 1995, 1996, 1997, and 1998 respectively.
The wind speed at the Operating Site was measured using an instrument
called an anemometer, a device that records wind speeds at designated
intervals over long periods of time. The consultants used data from
anemometers that were located in the general area of the proposed Windsystem
site and recorded data for the years 1979, 1980, and 1983. Based upon
operating experience, it is now known that wind resources should be measured
in close proximity to each individual turbine site, not merely across a
windsystem site. The varying topography at a windsystem site can create
significant differences in the wind resource to which each individual turbine
would be exposed depending on its location. Measurement is now typically
accomplished by deploying more anemometers in the specific areas of
prospective turbine sites.
Lower than projected production, and correspondingly lower than projected
annual power sales revenues in years prior to 1988, had been offset (subject
to a 30% deductible) by payments to the Partnership under an insurance policy
issued by California Union Insurance Company ("Cal Union") which protected the
Partnership against revenue losses due to wind resource deficiencies (the
"Performance Policy" or "Policy"). With the approval of the bankruptcy court
having jurisdiction over the MCC bankruptcy, the Partnership terminated the
Performance Policy in settlement of a dispute with Cal Union. See "Settlement
of Performance Policy." The cash payment that the Partnership received in
connection with such settlement included any and all outstanding and future
claims of the Partnership with respect to the Performance Policy. In 1989,
the Partnership received $3,300,000 for the 1988 and all future revenue losses
and $4,164,000 for claims under the Partnership's boiler and machinery policy.
Subsequent to the termination of the Policy, the General Partner attempted to
obtain alternative coverage for the Partnership, but was unable to locate an
insurer willing to underwrite this type of risk.
The Plan
Following the removal of PAMC as a general partner, the Partnership began
implementing a plan (the "Plan") to improve power production and reduce
operating costs of the Windsystem. The Plan consisted of a series of
mechanical upgrades, as well as financial and administrative improvements. The
bulk of the funding needed to implement the Plan was obtained through the
settlement of the dispute with Cal Union. Implementation of the Plan was
subject to certain criteria and procedures imposed in connection with MCC's
bankruptcy reorganization plan. See "MCC Bankruptcy." For a discussion of
the use of settlement funds, see "Settlement of Performance Policy".
The mechanical upgrades consisted of repitching and taping some of the
original Turbine blades, replacing certain Turbine blades, modifying the
Turbine yaw system and removal of the smaller of the two generators that were
part of each Turbine. Each upgrade was economically ranked to gain the
greatest benefit in comparison to cost, due to the limited funds available.
Many of the original Turbine blades exhibited stress cracks, which, in
some cases, required the affected Turbines to be shut down. The Partnership
replaced blades on 143 Turbines because of the poor condition of such blades.
Consistent with the cost/benefit analysis discussed above, the blades on the
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remaining 157 Turbines were not replaced because their condition was
relatively good. The Partnership believes that the original Turbine blades
were not properly fabricated and could not be permanently repaired. The
Turbine blades were originally manufactured by a supplier to Vestas, the
manufacturer of the Turbines. Both Vestas and the supplier declared bankruptcy
in the mid 1980's. The Partnership was not, and is not, able to
pursue either company to recoup any of the losses. Therefore, the Plan
included the design, manufacture and installation of new blades. The new
blades were designed and tested by LACADRE, Inc., an independent Los
Angeles-based aeronautical engineering firm, with the assistance of EWS's
technical staff.
The Plan also included the relocation of 52 Turbines from their original
pads to new pads that were expected to experience higher average wind speed.
Certain Turbines were also relocated to towers extended by adding a new base,
thereby exposing such Turbines to higher average wind speed. The Plan was
completed in 1991 for a total cost of $4,573,000.
Implementation of the Turbine relocation phase of the Plan depended, in
part, upon the approval by the United States Department of the Interior,
Bureau of Land Management (the "BLM"), which owns the Operating Site. The
Partnership submitted a relocation proposal to the BLM in March of 1989, as to
which proposal the BLM issued formal permission on January 9, 1990,
substantially in accordance with EWS's requests. To gain the BLM's permis-
sion, the Partnership agreed to the relocation of 22 additional Turbines to
locations less visible to the Palm Springs area. The Partnership acceded to
the BLM's requests, under the provisions that the relocations were to be at no
cost to the Partnership and that the less visible sites were to be equal to or
better than the original locations in terms of wind energy. Funds to pay for
such relocations were provided by the BLM from the rental income that it
receives from Mesa Wind Developers ("MWD"), which income MWD, in-turn,
receives from the Partnership. The Partnership completed such relocations
during 1992.
Settlement of Performance Policy
The Partnership's lower than projected energy production had been
partially offset by payments from Cal Union under the Performance Policy,
which Policy has been terminated. See "Windsystem Performance". Prior to its
termination, the Performance Policy had been due to expire in December of
1989, subject to the Partnership's option to renew at a premium that was to
have been based upon a formula substantially dependent upon losses incurred
under the Policy. However, Cal Union and the Partnership, EWS, and certain
EWS affiliates entered into a Settlement Agreement and Mutual Special Release
dated April 12, 1989, to terminate the Performance Policy in settlement of a
dispute. In exchange for mutual releases, a dismissal of a Cal Union lawsuit
for rescission and reformation of the Policy, and a termination of the Policy,
and following bankruptcy court approval in November 1989, Cal Union paid
$11,230,000, allocated 68.04% to the Partnership and 31.96% to ZP-II, whose
facility was also covered by the Policy. Cal Union received a credit of
$258,000 for amounts paid to the Partnership and ZP-II in the fourth quarter
of 1988. The settlement payment to the Partnership was in addition to claims
already paid under the Policy, which totaled approximately $5,700,000 prior to
termination of the Policy, of which $168,000 was credited against its share of
the $11,230,000 settlement amount plus $534,889 of accrued interest, which was
approximately $7,828,823. Under the Reorganization Plan (as defined in "MCC
Bankruptcy"), $6,600,000 of the settlement proceeds were allocated to the Plan
and a similar improvement plan for ZP-II and were held in special accounts to
be disbursed as necessary to implement such improvement plans. The
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Partnership's share of the settlement amount was substantially in excess of
the $2,211,000 of premiums paid by the Partnership under the Policy, and in
excess of the $4,573,000 cost of implementing the mechanical upgrades under
the Plan. The excess settlement funds were paid to MCC to reduce notes
receivable. MCC utilized such funds to pay third-party lenders who had
provided the financing to MCC to build the Windsystem. See "MCC Bankruptcy".
The Partnership has been unable to obtain insurance coverage similar to
the Performance Policy. As a result, since 1989, the Partnership has been at
risk for lower than expected winds at the Operating Site. The lack of this
coverage contributed to the Partnership's liquidity difficulties and hindered
its ability to service its debt obligation according to the original repayment
schedule. See Item 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION - Liquidity and Capital Resources."
MCC Bankruptcy
On July 2, 1987, the Windsystem Lender delivered a notice of default to
MCC alleging certain defaults by MCC under the Term Loan. On August 6, 1987,
the Windsystem Lender notified MCC of its intention to foreclose on the
Purchase Notes. In its July notice, the Windsystem Lender alleged, in
addition to certain technical defaults, an inability of ZWMC and PAMC, then
co-general partners, to agree on and implement a prudent course of action for
the Partnership and that such inability was a fundamental problem which, in
the opinion of the Windsystem Lender, impaired the value of the Windsystem and
the Purchase Notes.
On December 23, 1987, PanAero Omega, Ltd. ("PanAero Omega") an affiliate
of PAMC, acting as one of the joint venture partners of MCC and without the
knowledge of Zond Construction Company ("ZCC"), the EWS affiliate that serves
as the other joint venture partner, filed an involuntary petition in
bankruptcy against MCC under Chapter 11 of the Federal Bankruptcy Act, as
amended, in the United States Bankruptcy Court for the Eastern District of
California (the "Bankruptcy Court") for the purpose of staying the threatened
foreclosure by the Windsystem Lender. A similar petition was filed with
respect to Mesa Construction Company II ("MCC II") from whom ZP-II purchased
its windsystem pursuant to a similar financing arrangement with the Windsystem
Lender.
On June 5, 1989, MCC filed with the Bankruptcy Court a Joint Plan of
Reorganization and related Disclosure Statement, and on August 11, 1989 filed
a First Amended Joint Plan of Reorganization and related Disclosure Statement.
A confirmation hearing with respect to the Disclosure Statement was held on
September 20, 1989, at which MCC's Revised Disclosure Statement with respect
to the First Amended Joint Plan (the "Reorganization Plan") was approved. The
Reorganization Plan was confirmed by the Bankruptcy Court on October 13, 1989,
and implemented on November 7, 1989. On October 23, 1989, PanAero Omega and
PanAero Alpha, Ltd. filed with the Bankruptcy Court a notice of appeal and
consent to hearing by the Bankruptcy Appellate Panel for the Ninth Circuit
(the "Panel") of the Bankruptcy Court's confirmation order, and on October 30,
1989, filed with the Panel a notice of motion for stay of the confirmation
order. MCC has filed with the Panel objections to the Panel's jurisdiction and
motions in opposition to the motion for stay. A hearing has not yet been
held. The General Partner believes that implementation of the Reorganization
Plan has rendered moot the motions for stay.
In connection with the Reorganization Plan, the Partnership agreed to
make distributions to its Limited Partners only if certain financial ratios
and reserve levels are met. Specifically, the Partnership will be able to
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make distributions to the Limited Partners only after two years have elapsed
from Bankruptcy Court approval of the Reorganization Plan and if the aggregate
reserves held by the Partnership and MCC are $3,600,000 or more, after giving
effect to the then-current debt service payments and to the proposed
distributions to the Limited Partners and any distributions to the joint
venture partners of MCC. In addition, the reserves held by the Partnership
must be at least $5,000 per Turbine, after giving effect to the proposed
distributions, and the ratio of the Partnership's net operating cash flow to
the debt service under the Term Loan (annualized based on the previous year's
audited financial statements) must be at least 1.4. Finally, no defaults must
exist with respect to the Purchase Notes and the Term Loan. As of the date of
this Annual Report, the Partnership has been and remains unable to make
distributions to the Limited Partners.
Financial and Operational Requirements. Pursuant to the Reorganization
Plan, the Partnership's interest obligation on the Purchase Notes was reduced
two percent (2%) from thirteen percent (13%) to eleven percent (11%) beginning
January 1, 1990. The Partnership is required to carry certain
property/casualty/earthquake insurance but no systems performance insurance.
The Partnership was required to provide the Windsystem Lender with certain
periodic financial and budget reports. The Turbines were required to have
availability factors of at least 90% for any three-month period except for
periods of external catastrophes and implementation of the Plan. The
Windsystem Lender also was granted security interests in the SCE power payment
account and the Management Agreement. In addition, all Partnership bank
accounts were held at a bank of the Windsystem Lender's choice, subject to
security interests in favor of the Windsystem Lender. In September of 1993,
MCC repaid the Term Loan in full.
Research and Development
Windsystem performance research and development actuated under the Plan
were conducted and funded by other entities. For discussion of the Plan, see
"The Plan." EWS, in cooperation with Dean Witter Reynolds Inc. ("Dean
Witter") and LACADRE, developed the Turbine modifications carried out under
the Plan. (Dean Witter was the Partnership's original placement agent for the
sale of units of limited partnership interests in the Partnership ("Units")
and is a Special Limited Partner of the Partnership.) Cal Union's independent
engineering consultants, R. Lynette and Associates, Inc., reviewed and
approved the modifications. As discussed under "Settlement of Performance
Policy," Cal Union funded the modifications. Dean Witter funded the design
and testing of the new Turbine blades installed under the Plan.
Any current research and development expenses related to improvement of
wind turbine electric generating facility performance are shared,
proportionately, by the Partnership with other programs that EWS manages.
The Partnership's on-going share is not material.
Employees
The Partnership has no employees. EWS manages, operates, and maintains
the Windsystem pursuant to the Management Agreement, and renders semi-annual
accountings and operating reports to the partners regarding the Windsystem.
Any remaining day-to-day activities of the Partnership are attended to by the
General Partner which utilizes employees of EWS.
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ITEM 2. PROPERTIES
The Windsystem (an integrated electric power generating facility located
at the Operating Site) consists of 300 Turbines and certain infrastructural
improvements. Each Turbine has a rated capacity of 65 kilowatts, and the
Turbines have an aggregate rated capacity of 19.5 megawatts. The electricity
generated by the Turbines is sold by the Partnership to SCE. The Partnership
depends solely upon production from the Windsystem and the resulting revenues
to fund all operations of the Windsystem, repay debt, administer the
Partnership, and make distributions to its partners. From the commencement of
operation of the Windsystem in November of 1984 through December 31, 1998, the
Windsystem has produced 559,000 megawatts of power. See Item 1. "BUSINESS -
Introduction."
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 two parcels are owned by the United States. Under a
right-of-way grant (the "Right-of-Way Grant") from the BLM, Mesa holds certain
rights to develop wind energy resources on the Operating Site. The primary
term of the Right-of-Way Grant expires in January of 2003, unless earlier
terminated by its terms but the Right-of-Way Grant may automatically continue
for up to 10 additional years if certain conditions are met. The Right-of-Way
Grant was originally issued to PanAero on January 26, 1983, and was assigned
by PanAero to Mesa in April of 1984.
The Partnership owns the Turbines, including the supporting towers and
related concrete support pads and controllers. Pursuant to the Right-of-Way
Grant, Mesa has rights to develop wind energy resources at the Operating Site,
which includes roads, fences, the power transfer system, the substation and
maintenance facilities. The Partnership uses the Operating Site pursuant to a
20-year easement granted by Mesa under the terms of a Wind Park Easement
Agreement dated as of September 7, 1984 (the "Wind Park Easement Agreement").
Mesa has also granted ZP-II a similar easement for the installation and
operation of wind turbines. ZP-II has installed 160 wind turbines near the
Operating Site. The general partner of ZP-II is an affiliate of the General
Partner. The facilities on the Operating Site, such as roads, fences, the
power transfer system, the substation and maintenance facilities, are also
utilized by ZP-II.
Mesa was granted an easement in perpetuity by Seymour Lazar and Alyce Lazar
(the "Lazar Easement") over certain real property (the "Lazar Real Property")
located immediately adjacent to the Operating Site. The Lazar Easement was
recorded on June 28, 1990, in the County of Riverside.
ITEM 3. LEGAL PROCEEDINGS
PanAero State Litigation
In July of 1995, PanAero, among other plaintiffs, filed a lawsuit
entitled, PanAero Management Corporation et al. v Zond Systems, Inc., et al.,
Los Angeles Superior Court Case No. BC 130959. The plaintiffs alleged
that defendants improperly allocated certain expenses to the Partnership and
ZPII. Plaintiffs were seeking equitable relief and damages in
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excess of $6.9 million. The case went to trial before Retired Judge Leon
Savitch, acting as Referee, during the last quarter of 1997 and was completed
in January of 1998. On March 23, 1998, the Referee, entered his judgment and
found for the defendants on each of the plaintiffs' claims. The Referee
further determined that the defendants were entitled to recover all of their
court costs and legal fees, totaling approximately $1.9 million, from
plaintiffs. To the extent the court costs and legal fees are not recovered
from plaintiffs, defendants retain the right to seek reimbursement. On July
22, 1998, Los Angeles Superior Court Judge Valerie Baker, entered as the
Court's order, the findings of the Referee. Plaintiffs have appealed the
Court's order, which appeal is pending. Additionally, the defendants brought
separate actions against plaintiffs (including certain board members) for,
among other things, collection and malicious prosecution. Such actions are in
the discovery stage.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Limited Partners during the fourth
quarter of the fiscal year ended December 31, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
There is no established public trading market for the Partnership's
Units.
Holders
At December 31, 1998, there were 884 holders of record of the Partnership's
1,190 Units.
Cash Distributions
The Partnership Agreement provides that distributions of "Distributable
Cash" (as defined in the Partnership Agreement) are to be made as determined
by the General Partner in accordance with the terms of the Partnership
Agreement. Cash distributions are to be made 99% to the Partnership's Limited
Partners and 1% to the General Partner and PAMC until the date on which the
Limited Partners have received, in the aggregate, cumulative cash
distributions of at least $10,000,000.
In connection with issuing the Purchase Notes, the Partnership agreed
with MCC that it will make no distributions to the partners of the Partnership
so long as either an event of default exists under certain construction
financing agreements entered into in connection with the construction of the
Windsystem, the Partnership's cash reserve is not maintained at a certain
level ($5,000 per Turbine), or the Partnership's anticipated cash flow
for the twelve months following any proposed distribution does not exceed the
amounts necessary for the Partnership to meet its obligations with respect to
debt service, operating expenses and maintenance of its cash reserve at the
required level. In addition, the Partnership Agreement provides that, until
the Purchase Notes are paid in full, the Partnership must maintain cash
reserves in an amount equal to at least $1,500,000 before it can make any
distributions of Partnership cash or property.
Due to less than projected operating results, the Partnership has not
distributed any cash to the Limited Partners during any fiscal year other than
1985 in which the Partnership distributed an aggregate of approximately
$158,000 to the Limited Partners and $2,000 to the General Partners.
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<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
From and after 1987, the Partnership's accounting records have been
maintained on a federal tax accrual basis, consistent with appropriate
provisions of the Internal Revenue Code. Such records have been adjusted to
reflect generally accepted accounting principles for purposes of filings with
the Securities and Exchange Commission. A reconciliation between the
Partnership's income tax basis financial statements and its generally accepted
accounting principles financial statements and the description of the effect
of the change from cash to accrual basis accounting are described in Notes to
the Financial Statements - Notes 6 and 2, respectively, which are incorporated
herein by reference.
<CAPTION>
As of and for the Year Ended December 31,
(in thousands)
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Revenues $ 5,199 $ 4,507 $ 5,419 $ 4,669 $ 4,489
Net loss (185) ( 1,061) ( 543) (1,412) (1,743)
Per Unit:
Net loss 0 (1) (1) (1) (1)
Distributions 0 0 0 0 O
Partners' capital 0 (1) 1 1 2
Total assets 15,561 18,006 20,839 23,061 25,599
Long-term debt 9,302 11,700 13,814 15,678 17,321
Partners' capital (285) (100) 961 1,504 2,916
<FN>
All per Unit values were calculated utilizing 1,190 Units and including
General Partners' and Substituted Limited Partner's amounts.
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Liquidity and Capital Resources
The Partnership continues to experience a lack of liquidity primarily
due to a continued short-fall in revenues from operations in comparison to the
costs and expenses of operations. Accordingly, interest payments on the
Purchase Notes in the aggregate amount of $3,819,000 and $4,049,000 were in
arrears at December 31, 1998 and December 31, 1997, respectively. The General
Partner believes that all amounts due under the Purchase Notes will not be
paid by their scheduled maturity date of 2002. The covenant violations give
MCC the rights of foreclosure against the collateral of its loans as defined
in the Purchase Note agreements. Zond Construction Corporation, a joint
venture partner of MCC, has granted a waiver of its rights to foreclose on the
note payment defaults through December 31, 1999. The Partnership expects that
it will continue to experience poor liquidity and to defer certain payments on
the Purchase Notes. See "Results of Operations."
The Partnership has not developed a plan for the significant improvement
of its liquidity. 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 production of electricity from the
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<PAGE>
Windsystem. The Partnership's sole customer is SCE. The price paid by SCE
for the electricity is contractually defined. See Item 1. "BUSINESS - Sale
of Electric Power". To prevent degradation in the current level of
production, the Partnership must ensure that the Windsystem is properly
maintained and ready to produce power when the wind resource is available.
The Partnership also must exercise close control of its operating expenses.
The General Partner believes that the Partnership is operating the Windsystem
at an expense level that is efficient and appropriate to the operation of a
windsystem of this size.
The Partnership has no current or planned commitments for capital
expenditures as of December 31, 1998.
Year 2000 Disclosure
The Year 2000 problem results from the use in computer hardware and software
of two digits rather than four digits to define the applicable year. The use
of two digits was a common practice for decades when computer storage and
processing was much more expensive than today. When computer systems must
process dates both before and after January 1, 2000, two-digit year "fields"
may create processing ambiguities that can cause errors and system failures.
For example, computer programs that have date-sensitive features may recognize
a date represented by "00" as the year 1900, instead of 2000. These errors or
failures may have limited effects, or the effects may be widespread, depending
on the computer chip, system or software, and its location and function.
State of Readiness:
The general partner of the Partnership, ZWMC is a wholly owned subsidiary of
Enron Wind Systems, Inc., a wholly owned subsidiary of Enron Wind Corp.
("EWC"). EWC is a wholly owned subsidiary of Enron Renewable Energy
Corporation, which is majority owned by Enron Corp. ("Enron"). Enron's Board
of Directors have been briefed about the Year 2000 problems generally and as
it may affect Enron. The Board has adopted a Year 2000 plan (the "Plan")
covering all of Enron's business units. The aim of the Plan is to take
reasonable steps to prevent Enron's mission-critical functions from being
impaired due to the Year 2000 problem. "Mission-critical" functions are those
critical functions whose loss would cause an immediate stoppage of or
significant impairment to major business areas (a major business area is one
of material importance to Enron's business).
Implementation of Enron's Year 2000 plan is directly supervised by a Senior
Vice President who is aided by a Year 2000 Project Director. The Project
Director coordinates the implementation of the Plan among Enron's business
units. As part of the overall Plan, each business unit in turn has developed,
and is implementing, a Year 2000 plan specific to it. Enron also has engaged
outside consultants, technicians and other external resources to aid in
formulating and implementing the Plan.
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<PAGE>
As a portion of one of Enron's business units, EWC is implementing its plan
(the "EWC Plan"), which will be modified as events warrant. Any potential
Year 2000 problems of the Partnership will be addressed under the EWC Plan.
Under the EWC Plan, EWC will continue to inventory its mission-critical
computer hardware and software systems and embedded chips (computer chips with
date-related functions, contained in a wide variety of devices); assess the
effects of Year 2000 problems on the function of EWC's business; remedy
systems, software and embedded chips in an effort to avoid material
disruptions or other material adverse effects on mission-critical functions,
processes and systems; verify and test the mission-critical systems to which
remediation efforts have been applied; and attempt to mitigate those mission-
critical aspects of the Year 2000 problem that are not remediated by January
1, 2000, including the development of contingency plans to cope with the
mission-critical consequences of Year 2000 problems that have not been
identified or remediated by that date.
The EWC Plan recognizes that the computer, telecommunications, and other
systems ("Outside Systems") of outside entities ("Outside Entities") have the
potential for major, mission-critical, adverse effects on the conduct of EWC's
business. EWC does not have control of these Outside Entities or Outside
Systems. However, EWC's Plan includes an ongoing process of identifying and
contacting Outside Entities whose systems, in EWC's judgment, have or may have
a substantial effect on EWC's ability to continue to conduct the mission-
critical aspects of its business without disruption from Year 2000 problems.
The EWC Plan envisions EWC's attempting to inventory and assess the extent to
which these Outside Systems may not be "Year 2000 ready" or "Year 2000
compatible". EWC will attempt reasonably to coordinate with these Outside
Entities in an ongoing effort to obtain assurance that the Outside Systems
that are mission-critical to EWC will be Year 2000 compatible well before
January 1, 2000. Consequently, EWC will work prudently with Outside Entities
in a reasonable attempt to inventory, assess, analyze, convert (where
necessary), test, and develop contingency plans for EWC's connections to these
mission-critical Outside Systems and to ascertain the extent to which they
are, or can be made to be, Year 2000 ready and compatible with EWC's mission-
critical systems.
It is important to recognize that the processes of inventorying, assessing,
analyzing, converting (where necessary), testing, and developing contingency
plans for mission-critical items in anticipation of the Year 2000 event are
necessarily iterative processes. That is, the steps are repeated as EWC
learns more about the Year 2000 problem and its effects on EWC's internal
systems and on Outside Systems, and about the effects that embedded chips may
have on Enron's systems and Outside Systems. As the steps are repeated, it is
likely that new problems will be identified and addressed. EWC anticipates
that is will continue with these processes through January 1, 2000 and, if
necessary based on experience, into the Year 2000 in order to assess and
remediate problems that reasonably can be identified only after the start of
the new century.
As of March 1999, EWC has completed its inventory and assessment of all
mission-critical internal systems including its hardware and software systems
and embedded chips. Some systems have been remedied, tested and appear to be
Year 2000 compatible. The remaining mission-critical systems which have been
identified will be remedied and tested prior to September 30, 1999.
EWC has contacted all major suppliers which it has identified as being
mission-critical. The responses to these inquiries are currently being
analyzed and any Year 2000 problems will be addressed by June 30, 1999.
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<PAGE>
Costs to Address Year 2000 issues:
EWC has not incurred material historical costs for Year 2000 awareness,
assessment, analysis, conversion, testing, or contingency planning. Further,
EWC anticipates that its future costs for these purposes, including those for
implementing its Year 2000 contingency plans, will not be material.
Although management believes that its estimates are reasonable, there can be
no assurance, for the reasons stated in the Summary section below, that the
actual costs of implementing the EWC Plan will not differ materially from the
estimated costs or that EWC will not be materially adversely affected by Year
2000 issues.
Year 2000 Risk Issues:
Potential shortcoming. EWC estimates that its internal systems will be Year
2000-ready substantially before January 1, 2000. However, there is no
assurance that the EWC Plan will succeed in accomplishing its purposes or that
unforeseen circumstances will not arise during implementation of the EWC Plan
that would materially and adversely affect EWC.
Cascading effect. EWC is taking reasonable steps to identify, assess, and,
where appropriate, replace devices that contain embedded chips. Despite these
reasonable efforts, EWC anticipates that it will not be able to find and
remediate all embedded chips in its systems. Further, EWC anticipates that
Outside Entities on which EWC depends also will not be able to find and
remediate all embedded chips in their systems. Some of the embedded chips
that fail to operate or that produce anomalous results may create system
disruptions or failures. Some of these disruptions or failures may spread
from the systems in which they are located to other systems in a cascade.
These cascading failures may have adverse effects on EWC's ability to serve
its customers and otherwise fulfill certain contractual and other legal
obligations. The embedded chip problem is widely recognized as one of the
more difficult aspects of the Year 2000 problem across industries and
throughout the world. EWC believes that the possible adverse impact of the
embedded chip problem is not, and will not be, unique to EWC.
Third parties. EWC cannot assure that suppliers upon which it depends for
essential goods and services will convert and test their systems and processes
in a timely and effective manner. Failure or delay to do so by all or some of
these entities, including U.S. federal, state or local governments and foreign
governments, could create substantial disruptions having a material adverse
effect on EWC's business.
Contingency Plans:
As part of the EWC Plan, EWC is developing contingency plans that deal with
two aspects of the Year 2000 problem: (1) that EWC, despite its good-faith,
reasonable efforts, may not have satisfactorily remediated all of its internal
systems; and (2) that Outside Systems may not be Year 2000 ready, despite
EWC's good-faith, and reasonable efforts to work with Outside Entities. EWC's
contingency plans are being designed to minimize the disruptions or other
adverse effects resulting from Year 2000 incompatibilities regarding these
functions or systems, and to facilitate the early identification and
remediation of Year 2000 problems that first manifest themselves after January
1, 2000.
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<PAGE>
EWC's contingency plans will contemplate an assessment of all its mission-
critical internal information technology systems and its internal operational
systems that use computer-based controls. This process will commence in the
early minutes of January 1, 2000, and continue for hours, days, or weeks as
circumstances require. Further, EWC will in that time frame assess any
mission-critical disruptions due to Year 2000-related failures that are
external to EWC. The assessment process will cover, for example, loss of
electrical power from utilities and telecommunications services from carriers.
Worst Case Scenario:
The Securities and Exchange Commission requires that public companies forecast
the most reasonably likely worst case Year 2000 scenario. In doing so, EWC is
assuming that the company's Year 2000 plan will not be effective. Analysis of
the most reasonably likely worst case Year 2000 scenarios EWC may face leads
to contemplation of the following possibilities which, though unlikely in some
or many cases, must be included in any consideration of worst cases:
widespread failure of electrical, gas, and similar supplies by utilities
serving EWC; widespread disruption of the services of communications common
carriers; similar disruptions to means and modes of transportation for EWC and
its employees, contractors, suppliers, and customers; significant disruption
to EWC's ability to gain access to, and remain working in, office buildings
and other facilities; the failure of substantial numbers of EWC's information
(computer) hardware and software systems, including both internal business
systems and systems (such as those with embedded chips) controlling
operational facilities such as electrical generation, transmission, and
distribution systems and oil and gas plants and pipelines; and the failure of
Outside Systems, the effects of which would have a cumulative material adverse
impact on EWC's systems. Among other things, EWC could face substantial
claims by customers or loss of revenues due to service interruptions,
inability to fulfill contractual obligations, inability to account for certain
revenues or obligations or to bill customers accurately and on a timely basis,
and increased expenses associated with litigation, stabilization of operations
following failures, and the execution of contingency plans. EWC could also
experience an inability by customers, vendors, and others to pay, on a timely
basis or at all, obligations owed to EWC. Under these circumstances, the
adverse effect on EWC, and the diminution of EWC's revenues, would be
material, although not quantifiable at this time. Further in this scenario,
the cumulative effect of these failures could have a substantial adverse
effect on the economy. The adverse effect on EWC, and the diminution of EWC's
revenues is likely to be material, although not quantifiable at this time.
EWC will continue to monitor business conditions with the aim of assessing and
quantifying material adverse effects, if any, that result or may result from
the Year 2000 problem.
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<PAGE>
Summary:
EWC has a plan to deal with the Year 2000 challenge and believes that it will
be able to achieve substantial Year 2000 readiness with respect to the
internal systems that it controls. However, from a forward-looking
perspective, the extent and magnitude of the Year 2000 problem as it will
affect EWC, both before and for some period after January 1, 2000, are
difficult to predict or quantify for a number of reasons. Among these are:
the difficulty of locating "embedded" chips that may be in a great variety of
hardware used for process or flow control, environmental, transportation,
access, communications and other systems; the difficulty of inventorying,
assessing, remediating, verifying and testing Outside Systems; the difficulty
in locating all software (computer code) internal to EWC that is not Year 2000
compatible; and the unavailability of certain necessary internal or external
resources, including but not limited to trained hardware and software
engineers, technicians, and other personnel to perform adequate remediation,
verification and testing of EWC systems or Outside Systems. Accordingly,
there can be no assurance that all of EWC's Systems and all Outside Systems
will be adequately remediated so that they are Year 2000 ready by January 1,
2000, or by some earlier date, so as not to create a material disruption to
EWC's business. If, despite EWC's reasonable efforts under its Year 2000
Plan, there are Year 2000-related failures that create substantial disruptions
to EWC's business, the adverse impact on EWC's business could be material.
Additionally, Year 2000 costs are difficult to estimate accurately because of
unanticipated vendor delays, technical difficulties, the impact of tests of
Outside Systems and similar events. Moreover, the estimated costs of
implementing the EWC Plan do not take into account the costs, if any, that
might be incurred as a result of Year 2000-related failures that occur despite
EWC's implementation of the EWC Plan.
Results of Operations
Year Ended December 31, 1998, Compared to Year Ended December 31, 1997
The net loss in 1998 was $184,000 compared to a net loss of $1,061,000 in
1997 -- an 83% decrease. This positive fluctuation was largely the result of
increased power sales. Power sales increased 16% this year compared to last
year as the result of higher production. Production for the year was 16%
higher than last year as the result of the higher wind energy levels during
the year; an average of 4.84% higher than last year and 1.58% higher than
aggregate historical average. The Windsystem produced 50,966 megawatt hours
in 1998, versus 43,799 megawatt hours in 1997. System availability has
remained at a high level -- averaging 96.0% in 1998 and 1997. Total operating
expenses were 2.5% lower than in 1997. Interest expenses decreased due to
lower average principal balances on the Purchase Notes outstanding during
1998. Management and easement expenses increased compared to last year as a
result of the power sales increase. Maintenance expense increased 3.0% from
last year substantially due to brake repairs and yaw parts replacement.
Insurance expense decreased 19.8%, which is attributable to historical low
loss experience, asset devaluation, and the packaging of all turbine projects
EWS operates under one policy. Administrative expenses are 2% lower due to
lower costs for tax preparation and annual financial accounting audits.
Administrative costs also include costs of the Partnership's participation
through EWS in wind energy associations and political contributions.
Changes are taking place in the electric power industry as the result of
deregulation. Future proposals that may go before the California Public
Utility Commission and or the state and federal government could result in
additional changes to power markets and existing power purchase contracts.
The on-going modifications to the industry as a result could directly or
indirectly effect the price the Partnership receives for its power.
Therefore, EWS as the general partner, in conjunction with the Partnership and
other wind energy partnerships operated by EWS and its affiliates, has taken a
leadership role in seeking to protect the partnerships to the extent possible
from the impacts of electric power industry deregulation. Contributions to
various trade associations are part of this effort.
The Partnership's overall financial condition worsened during 1998,
primarily due to a continued shortfall in revenues from operations in
comparison to the costs and expenses of operations. During 1998, total
partners' capital decreased $185,000 from ($100,000) to ($285,000) and
Limited Partners' capital decreased $183,000 from ($683,000) to ($866,000).
This represents a total decrease of $155 per Unit. Based on historical
average wind speed and current cost levels, the Partnership expects to
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<PAGE>
continue to suffer net annual operating losses. The Partnership expects that
its overall financial condition will continue to worsen for the foreseeable
future.
Year Ended December 31, 1997, Compared to Year Ended December 31, 1996
The net loss in 1997 was $1,061,000 compared to a net loss of $543,000 in
1996 -- a 95% increase. This negative fluctuation was largely the result of
decreased power sales. Power sales decreased 17% for the year ended December
31, 1997 compared to the year ended December 31, 1996 as the result of lower
production. Production for the year 1997 was 16% lower than 1996 as the
result of the lower wind energy levels during the year 1997; an average of
11.5% lower than 1996 and 5.5% lower than aggregate historical average. The
Windsystem produced 43,799 megawatt hours in 1997 versus 52,686 megawatt hours
in 1996. System availability has remained at a high level -- averaging 96.0%
in 1997, which is higher than the 1996 average availability of 95.3%. Total
operating expenses were 6.6% lower than in 1996. Interest expenses decreased
due to lower average principal balances on the Purchase Notes outstanding
during 1997. Management and easement expenses decreased compared to 1996 as a
result of the power sales decrease. Maintenance expense decreased 10% from
1996 substantially due to reduced yaw, generator and nacelle parts
replacement, along with the associated reduction in labor costs and outside
services. Insurance expense decreased 37%, which is attributable to historical
low loss experience, asset devaluation, and the packaging of all turbine
projects EWS operates under one policy. Administrative expenses are 5% lower
due to lower costs for tax preparation and annual financial accounting audits.
Administrative costs also include costs of the Partnership's participation
through EWS in wind energy associations and political contributions.
Changes are taking place in the electric power industry as the result of
deregulation. Future proposals that may go before the California Public
Utility Commission and or the state and federal government could result in
additional changes to power markets and existing power purchase contracts.
The on-going modifications to the industry as a result could directly or
indirectly effect the price the Partnership receives for its power.
Therefore, EWS as the general partner, in conjunction with the Partnership and
other wind energy partnerships operated by EWS and its affiliates, has taken a
leadership role in seeking to protect the partnerships to the extent possible
from the impacts of electric power industry deregulation. Contributions to
various trade associations are part of this effort.
The Partnership's overall financial condition worsened during 1997
primarily due to a continued shortfall in revenues from operations in
comparison to the costs and expenses of operations. During 1997, total
partners' capital decreased $1,061,000 from $961,000 to ($100,000) and
Limited Partners' capital decreased $1,051,000 from $368,000 to ($683,000).
This represents a total decrease of $892 per Unit. Based on historical
average wind speed and current cost levels, the Partnership expects to
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<PAGE>
continue to suffer net annual operating losses. The Partnership expects that
its overall financial condition will continue to worsen for the foreseeable
future.
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<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Partnership, together with the reports
thereon of Arthur Andersen LP and PricewaterhouseCoopers LLP, filed as a part
of this report and listed in response to Part IV, Item 14 hereof, are hereby
incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Price Waterhouse LLP, now known as PricewaterhouseCoopers LLP, was engaged by
the General Partner as the Partnership's independent certified public
accountants for the fiscal year ended December 31, 1996. On November 17, 1997
the General Partner dismissed PricewaterhouseCoopers LLP and engaged Arthur
Andersen LLP to serve as the Partnership's independent certified public
accountants.
The report of PricewaterhouseCoopers LLP with respect to the Partnership's
financial statements for the fiscal year ended December 31, 1996, does not
contain any adverse opinion or disclaimer of opinion, or was not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
period commencing January 1, 1996 and ending November 17, 1997 there were no
disagreements between the Partnership and PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused it to make
reference to the subject matter of a disagreement in connection with its
reports. During the period commencing January 1, 1996 and ending November 17,
1997 there were no "reportable events" as defined in the rules and regulations
of the Securities and Exchange Commission.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partner of the Partnership is ZWMC. Pursuant to a vote of the
Partners of the Partnership on June 24, 1988, PAMC was removed as a general
partner of the Partnership and became a substituted general partner.
Rights and Powers of the General Partner
Under the terms of the Partnership Agreement, the General Partner holds
the exclusive right to manage the business and affairs of the Partnership.
The Limited Partners are not entitled to exercise any rights or powers to
manage the business and affairs of the Partnership. The Limited Partners have
voting rights only with respect to certain fundamental changes in the nature
and operation of the Partnership, as set forth in the Partnership Agreement.
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<PAGE>
ZWMC is a California corporation wholly-owned by EWS. ZWMC was formed
on June 14, 1984, solely for the purpose of serving as a general partner of
the Partnership and has served as a general partner since the Partnership's
formation. ZWMC's principal executive offices are located at 13000 Jameson
Street, Tehachapi, California 93581.
Set forth below is certain information regarding the officers and
directors of ZWMC. EWS alone determines who serves as the directors of
ZWMC.
Name Age Position
Kenneth C. Karas 45 President, Chief Executive
Officer, Chief Financial
Officer, and a Director
James V. Derrick, Jr. 54 Director
Adam S. Umanoff 39 Senior Vice President, Secretary,
and a Director
Kenneth C. Karas. Mr. Karas joined EWS as Vice President - Finance in
1983 and became its Executive Vice President in 1985. Mr. Karas has served as
EWS's Chief Executive Officer since January of 1991, as its President since
January of 1986, and as its Chief Operating Officer and Chief Financial
Officer since February of 1985. Immediately prior to joining EWS, Mr. Karas
was Vice-President - Corporate Banking for Scandinavian Bank Group plc, where
he was actively involved in financing the energy industry. From 1979 to 1982,
Mr. Karas was an officer with Security Pacific National Bank's international
banking group.
James V. Derrick, Jr. Mr. Derrick has served as Senior Vice President and
General Counsel of Enron Corp. since June 1991. Prior to joining Enron Corp.
in 1991, Mr. Derrick was a partner at the law firm of Vinson & Elkins L.L.P.
for more than 13 years. Mr. Derrick is also a director of Enron Oil & Gas
Company.
Adam S. Umanoff. Mr. Umanoff has served as EWS's Senior Vice President,
General Counsel and Secretary since June 1994. Prior to joining EWS, Mr.
Umanoff was a partner with the law firm of Morrison & Foerster L.L.P.
Delegation of Management
ZWMC has delegated certain aspects of the operation, management,
maintenance and repair of the Windsystem to EWS pursuant to the Management
Agreement.
ITEM 11. EXECUTIVE COMPENSATION
As the Partnership has no employees, it does not pay executive
compensation to any individual. The General Partner participates in the
profits and losses of the Partnership by virtue of its partnership interest,
and EWS receives payment under the Management Agreement for services rendered
thereunder. Prior to the termination of the Mesa Agreement, Mesa received
compensation for its services rendered thereunder. Officers and members of
the Board of Directors of the General Partner are not compensated for their
services in those capacities.
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<PAGE>
Allocations and Distributions to General Partner
Following its removal as a general partner, PAMC became a Substitute
Limited Partner of the Partnership with the same interests in profits and
losses as it had while a general partner.
The Partnership Agreement provides for certain allocations of profits
and losses and distributions of cash and property to the General Partner and
PAMC. The General Partner and PAMC are entitled to an aggregate of one
percent of all allocations of Partnership profits and losses for any taxable
year or other period beginning before the date on which the Limited Partners
have received cumulative cash distributions of at least $10,000,000 (to date,
the Limited Partners have received $158,000 and the General Partner and PAMC
$2,000), such amounts to be shared equally. For any taxable year thereafter,
profits and losses will be allocated 20% to the General Partner and PAMC, to
be shared equally.
The General Partner and PAMC are entitled to receive one percent of all
non-liquidating distributions made through the date on which the Limited
Partners have received cumulative cash distributions of at least $10,000,000,
such distributions to be shared equally. After at least $10,000,000 has been
distributed to the Limited Partners on a cumulative basis, the General Partner
and PAMC will receive 20% of non-liquidating distributions, such distributions
to be shared equally. The Partnership did not distribute any amounts to the
General Partner or PAMC during the 1996, 1997, or 1998 fiscal years.
Windsystem Management Fees
As compensation for its services under the Management Agreement, EWS
receives a management fee of two percent of the Partnership's "Gross Operating
Proceeds" which are defined as the 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 all proceeds of insurance paid in reimbursement
of lost revenues. 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 by third parties, under the Management Agreement.
Upon termination of the Management Agreement in December of 2004, EWS is also
to receive an incentive fee equal to the balance of the cash reserve
maintained in connection with Purchase Notes. At its option, EWS also is
entitled to receive 10% interest on any funds advanced to or on behalf of the
Partnership. For 1998, the Partnership paid EWS $100,000 for management
services under the Management Agreement. In addition, the Partnership paid
EWS $920,000 for cost reimbursement for maintenance expenditures.
Operating Site Rentals
Under the Wind Park Easement Agreement, Mesa charges the Partnership and
ZP-II rentals for use of the Operating Site the greater of 5% of the
Partnership's Gross Operating Receipts and the Partnership's pro rata
share of the payments due the BLM under the Right-of-Way Grant. For 1998, the
Partnership's rental fee was $251,000.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
The Partnership does not know of any person (including a "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) who is the beneficial owner of more than five percent (5%) of the
Partnership's Units.
Ownership of Management
ZWMC owns the sole general partnership interest in the Partnership.
Neither Enron Corp., EWS, nor any officer or director of ZWMC, Enron Corp. or
EWS owns any Units.
Changes In Control
ZWMC executed a conditional resignation of its position as a General
Partner effective upon a material breach of any of its agreements
contained in a Letter of Understanding dated March 24, 1988, among ZWMC,
EWS, Dean Witter and certain EWS affiliates (the "Letter of Understanding")
or if by December 31, 1989, the Partnership is not generating revenues
which exceed 1989 adjusted expenses by $762,600, as is more particularly
described in the Letter of Understanding. A material breach would include
failure by ZWMC to achieve additional specified benchmarks set forth in
Exhibit I to the Letter of Understanding. Although ZWMC originally committed
to implement the entire Plan by the end of 1989, and made substantial
progress, the lengthy negotiation process with the Windsystem Lender and
certain opposition to the Reorganization Plan, the lengthy approval process
with the BLM concerning the relocation of the Turbines, and a variety of other
factors out of ZWMC's control delayed full implementation of the Plan, and the
General Partner believes, therefore, that no material breach of the Letter of
Understanding occurred. Furthermore, if a material breach had occurred, ZWMC
believes that its resignation as the General Partner would breach the
Partnership Agreement.
This description of the terms of ZWMC's conditional resignation is
qualified in its entirety by the Letter of Understanding, including its
exhibits, a copy of which was attached as Exhibit 28.1 to the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Although the Partnership did not attempt to enter into transaction and
service agreements with parties other than as specified below, the General
Partner believes that the terms of such agreements are not materially
different than terms that would have resulted if the transactions had been
entered with independent third parties.
Purchase Note Financing and Term Loan
The information contained under the captions "Item 1. BUSINESS - MCC
Bankruptcy" is incorporated herein by reference.
The Purchase Notes are currently payable in equal semi-annual installments of
principal and interest over 18 years commencing 1984. Pursuant to the
Reorganization Plan, the interest rate of the Purchase Notes at the
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<PAGE>
Partnership's option was reduced. At December 31, 1998, approximately
$15,564,000 including $3,864,000 of accrued interest was due to MCC under the
Purchase Notes. During 1998, the Partnership made payments of principal and
interest totaling $3,807,000. See Item 7. "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and
Capital Resources."
In September of 1993, MCC repaid the Term Loan in full. Accordingly,
the following information is only relevant to periods prior to September of
1993. To secure repayment of the Term Loan, MCC in 1984 granted the
Windsystem Lender a first security interest in the Turbines, the portion of
the Power Agreement assigned to the Partnership by Mesa, and certain other
rights. The Partnership received the Turbines, its interest in the Power
Agreement, and certain other rights subject to the prior security interest in
favor of the Windsystem Lender.
In connection with the Term Loan, the Partnership agreed with MCC that
so long as any amounts are due under the Purchase Notes all insurance
proceeds in excess of $50,000 per loss occurrence paid to the Partnership
under its systems warranty and property damage insurance policies would be
deposited into an account maintained with the Windsystem Lender and its
cash reserves would be maintained in an interest-bearing account at a bank
acceptable to the Windsystem Lender and it would be prohibited from
withdrawing amounts except for specified purposes. In addition, the
Partnership agreed with the Windsystem Lender to subordinate any claims it may
have against MCC to any amounts owing to the Windsystem Lender under the Term
Loan for such time as amounts under the Term Loan remain unpaid.
The Windsystem Lender, MCC, and the Partnership in 1984 entered into a
non-disturbance agreement under which the Windsystem Lender agreed to release
its first security interest in the Turbines, the portion of the Power
Agreement assigned by Mesa to the Partnership and the other rights of the
Partnership subject to such security interest upon the earlier of either
payment in full of the Term Loan or the indefeasible receipt by the Windsystem
Lender as assignee of MCC of all amounts owed by the Partnership under the
Purchase Notes which can be applied indefeasibly to the Term Loan or
payments by the Partnership of all amounts due under the Purchase Notes in
accordance with their terms. In 1984, the Windsystem Lender agreed that the
Partnership did not have any obligation under the Term Loan, and was entitled
to quiet enjoyment of the property which was subject to the prior security
interest created in favor of the Windsystem Lender, so long as no event of
default had occurred and was continuing under the Purchase Notes. Pursuant to
the Reorganization Plan, however, the Partnership has granted the Windsystem
Lender certain security interests in certain accounts and contracts to secure
MCC's obligations in connection with the Term Loan, upon which the Windsystem
Lender may foreclose notwithstanding the non-disturbance agreement. See First
Amendment to Purchase Note and Security Agreement section 5.3.
Management of the Windsystem
Under the Management Agreement, EWS is obligated to use its best
efforts to maximize revenues from the operation of the Turbines and is
required to: (1) represent the Partnership in its dealings with SCE; (2)
collect all payments from SCE, as the Partnership's agent and account for and
remit all sums due the Partnership; (3) pay all expenses in connection with
the operation and maintenance of the Windsystem including property taxes,
insurance and operating expenses; (4) provide quarterly accountings and
operating reports for the Turbines to the Partnership; (5) maintain the
Turbines in accordance with the manufacturer's maintenance manual and standard
- -21-
<PAGE>
maintenance practices; (6) monitor and supervise all insurance and warranty
claims concerning the Turbines; (7) comply with all governmental regulations
and directives, including compliance with the operating conditions in the
Right-of-Way Grant; and (8) perform such other services incidental to the
operation of the Turbines as may from time to time be reasonably necessary or
appropriate. EWS also performs similar management functions for ZP-II.
The Management Agreement allows the Partnership to remove EWS as the
operating agent if EWS fails adequately to maintain and operate the Turbines
or if the Partnership in good faith determines that EWS is guilty of
negligence, fraud or willful misconduct in the performance of its duties and
responsibilities under the Management Agreement. Pursuant to an amendment in
connection with the Reorganization Plan, the Management Agreement terminates
upon material breach by any of the EWS affiliated parties of the Letter of
Understanding. See "Item 12. - Change in Control."
The description of EWS's compensation under the Management Agreement
contained under the caption "Item 11. EXECUTIVE COMPENSATION - Windsystem
Management Fees" is incorporated herein by reference.
Windpark Easement Agreement
The information contained under the caption "Item 2. PROPERTIES" is
hereby incorporated by reference.
Effective January 1, 1996, BLM changed Mesa's annual rental payment due under
the Right-of-Way Grant from the greater of a fixed fee of $237,000 based on
acreage utilized or 2% of gross revenues from the sale of electricity to
a flat rent of $79,000. Rental payments may be adjusted by the BLM annually
to reflect any change in the fair rental value of the Operating Site which may
result in revised easement payments by the Partnership to Mesa. See. "Item
11. - Operating Site Rentals."
EWS, PanAero, and their affiliates have developed and sold additional
wind turbines on the Operating Site other than the Turbines. The Windpark
Easement Agreement requires that Mesa comply fully with all the conditions of
the Right-of-Way Grant in these developments and not to disturb or otherwise
interfere materially with the operation of the Turbines.
- -22-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a).1 Financial Statements
Reports of Independent Public Accountants
Financial Statements
Balance Sheets at December 31, 1997, and
December 31, 1998
Statements of Operations for the years ended
December 31, 1996, December 31, 1997, and
December 31, 1998
Statements of Changes in Partners' Capital
for the years ended December 31, 1996,
December 31, 1997, and December 31, 1998
Statements of Cash Flows for the years ended
December 31, 1996, December 31, 1997, and
December 31, 1998
Notes to Financial Statements
- -23-
<PAGE>
(a).2 Exhibits
Listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.
Number Description
3.1 First Amended and Restated Certificate and Agreement of Limited
Partnership of Zond-PanAero Windsystem Partners I (Incorporated
by reference from Exhibit A to the Partnership's Registration
Statement on Form 10 dated April 29, 1985).
3.2 First Amendment to First Amended and Restated Certificate dated
as of June 27, 1988 (Incorporated by reference from Exhibit 3.2
to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988).
10.1 Wind Park Power Purchase and Sale Agreement between PanAero and
Southern California Edison Company dated April 12, 1982;
Assignment of Wind Park Power Purchase and Sale Agreement dated
July 28, 1984, between PanAero and Mesa; and Partial Assignment
of Wind Park Power Purchase and Sale Agreement effective
September 25, 1984, between Mesa and the Partnership
(Incorporated by reference from Exhibit B to the Partnership's
Registration Statement on Form 10 dated April 29, 1985).
10.2 Right-of-Way Grant (Serial No. CA-11688-A) issued by the Bureau
of Land Management of the United States Department of the
Interior to PanAero and assigned to Mesa (Incorporated by
reference from Exhibit C to the Partnership's Registration
Statement on Form 10 dated April 29, 1985).
10.3 Wind Park Easement Agreement dated as of September 7, 1984,
between Mesa and the Partnership; Amendment to Wind Park
Easement Agreement dated as of November 28, 1984, (Incorporated
by reference from Exhibit D to the Partnership's Registration
Statement on Form 10 dated April 29, 1985).
10.4 Windsystem Management Agreement dated July 27, 1988, between
EWS and the Partnership, and First Amendment to Windsystem
Management Agreement, (Incorporated by reference from Exhibit
10.5 to the Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988).
10.5 Second Amendment to Windsystem Management Agreement between
EWS and the Partnership (Incorporated by reference from
Exhibit 10.5 to the Partnership's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989).
10.6 Purchase Note and Security Agreement dated as of November 26,
1984, between MCC and the Partnership (Incorporated by
reference from Exhibit G to the Partnership's Registration
Statement on Form 10 dated April 29, 1985).
10.7 First Amendment to Purchase Note and Security Agreement dated
as of November 7, 1989, between MCC and the Partnership
(Incorporated by reference from Exhibit 10.7 to the
Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989).
- -24-
<PAGE>
10.8 Agreement dated as of November 30, 1984, between National Union
Fire Insurance Company and the Partnership (Incorporated by
reference from Exhibit J to the Partnership's Registration
Statement on Form 10 dated April 29, 1985).
10.9 Facilities Agreement dated as of November 26, 1984, among Mesa,
Nordic American Banking Corporation, and the Partnership
(Incorporated by reference from Exhibit K to the Partnership's
Registration Statement on Form 10 dated April 29, 1985).
10.10 Escrow Agreement dated as of November 26, 1984, among Mesa,
First Interstate Bank of California, and the Partnership
(Incorporated by reference from Exhibit L to the Partnership's
Registration Statement on Form 10 dated April 29, 1985).
10.11 Agency Agreement dated as of September 17, 1984, among
Partnership, ZWMC, PAMC, PanAero, EWS and Dean Witter
(Incorporated by reference from Exhibit P to the Partnership's
Registration Statement on Form 10 dated April 29, 1985).
10.12 Settlement Agreement and Special Mutual Releases of Any and All
Claims, Causes of Action, Chose in Action, etc. dated April 12,
1989, among EWS, MCC II, the Partnership, ZWMC, Zond
Windsystems Management Corporation II, ZCC, Zond Construction
Company II, DnC America Banking Corporation, Mesa, MCC, and Cal
Union (Incorporated by reference from Exhibit 10.15 to the
Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).
10.13 Letter of Understanding and Agreement dated April 11, 1989,
between DnC America Banking Corporation, ZCC, Zond Construction
Company II, EWS, MCC, MCC II, the Partnership, and ZP-II
(Incorporated by reference from Exhibit 10.16 to the
Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).
28.1 Letter of Understanding dated March 24, 1988, between Dean
Witter, EWS, ZWMC, Zond Windsystem Management Corporation II,
ZCC, and Zond Construction Company II (Incorporated by
reference from Exhibit 28.1 to the Partnership's Annual Report
on Form 10-K for the fiscal year ended December 31, 1988).
28.2 First Amended Joint Plan of Reorganization for Mesa
Construction Company II, and Revised Disclosure Statement regarding
same, Case Nos. 187-04616-A and 187-04616-A [filed and
maintained under Case No. 187-04616-A], United States
Bankruptcy Court, Eastern District of California, filed
September 25, 1989 (Incorporated by reference from Exhibit 28.1
to the Partnership's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989).
28.3 Order confirming Debtors' Revised First Amended Joint Plan of
Reorganization for Mesa Construction Company and Mesa
Construction Company II, Case Nos. 187-04616-A and 187-04616-A
[filed and maintained under Case No 187-04616-A], United States
Bankruptcy Court, Eastern District of California, filed October
13, 1989 (Incorporated by reference from Exhibit 28.1 to the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1989).
- -25-
<PAGE>
28.4 Order Confirming Good Faith Settlement, Case No. C 687 521,
Superior Court for the State of California for the County of
Los Angeles, filed October 13, 1989 (Incorporated by reference
from Exhibit 28.2 to the Partnership's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989).
28.5 Order Approving Compromise of Controversies with California
Union Insurance Company, Case Nos. 187-04616-A and 187-04616-A
[filed and maintained under Case No 187-04616-A], United States
Bankruptcy Court, Eastern District of California, filed October
13, 1989 (Incorporated by reference from Exhibit 28.3 to the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1989).
(b) Reports on Form 8-K
No Form 8-K was filed during the last quarter of the fiscal
year ended December 31, 1998.
- -26-
<PAGE>
14(a).1
ZOND-PANAERO WINDSYSTEM PARTNERS I,
A CALIFORNIA LIMITED PARTNERSHIP
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, AND 1998
INDEX TO FINANCIAL STATEMENTS
Page
Reports of Independent Public Accountants F-1
Financial Statements
Balance Sheets at December 31, 1997
and December 31, 1998 F-3
Statements of Operations for the years ended
December 31, 1996, December 31, 1997, and
December 31, 1998 F-4
Statements of Changes in Partners' Capital for
the years ended December 31, 1996, December
31, 1997, and December 31, 1998 F-5
Statements of Cash Flows for the years ended
December 31, 1996, December 31, 1997, and
December 31, 1998 F-6
Notes to Financial Statements F-7
- -27-
<PAGE>
To the Partners of Zond-PanAero Windsystem Partners I
(A California Limited Partnership):
We have audited the accompanying balance sheets of Zond-PanAero Windsystem
Partners I, (a California Limited Partnership) as of December 31, 1998 and
1997, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zond-PanAero Windsystem
Partners I as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
As further described in the notes to the financial statements, Zond-PanAero
Windsystem Partners I has extensive transactions and relationships with
affiliates. Because of these relationships, it is possible that the terms of
these transactions are not the same as those which would result from
transactions among wholly unrelated parties.
Los Angeles, California
March 24, 1999
/S/ARTHUR ANDERSEN
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Zond-PanAero Windsystem Partners I
(A California Limited Partnership)
In our opinion, the statements of operations, of cash flows and of changes in
partners' capital for the year ended December 31, 1996 present fairly, in all
material respects, the results of operations and cash flows of Zond-PanAero
Windsystem Partners I (the "Partnership"), a California Limited Partnership,
for the year ended December 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Partnership's management; our responsibility is to express an opinion on
these financial statements based on our audit. We conducted our audit of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above. We
have not audited the financial statements of the Partnership for any period
subsequent to December 31, 1996.
As further described in the notes to the financial statements, the Partnership
has extensive transactions and relationships with affiliates. Because of
these relationships, it is possible that the terms of these transactions are
not the same as those that would result from transactions among wholly
unrelated parties.
/S/Price Waterhouse LLP
Los Angeles, California
February 28, 1997
F-2
<PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
BALANCE SHEETS
Years Ended December 31,
1997 1998
ASSETS
Current assets:
Cash and cash equivalents $ 183,000 $ 10,000
Accounts receivable 368,000 543,000
Prepaid insurance & other current assets 36,000 86,000
Total current assets 587,000 639,000
Noncurrent assets:
Building 98,000 98,000
Wind turbines 49,561,000 49,561,000
Less - accumulated depreciation (32,240,000) (34,737,000)
Total Noncurrent assets 17,419,000 14,922,000
Total assets $ 18,006,000 $ 15,561,000
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued expenses $ 29,000 $ 22,000
Accounts payable to related parties 160,000 260,000
Current portion of
notes payable to related party 2,114,000 2,398,000
Accrued interest payable
to related party 4,103,000 3,864,000
Total current liabilities 6,406,000 6,544,000
Notes payable to related party,
less current portion 11,700,000 9,302,000
Commitments and contingencies
(Notes 3, 4 and 5)
Partners' capital:
General partner 1,000 0
Limited partners (683,000) (866,000)
Substituted limited partner 1,000 0
Contributed capital 581,000 581,000
Total partners' capital (100,000) (285,000)
Total liabilities and partners' capital $ 18,006,000 $ 15,561,000
See accompanying notes to financial statements.
F-3
<PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
<TABLE>
STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended December 31,
1996 1997 1998
<S> <C> <C> <C>
Revenues:
Sales of electricity $ 5,372,000 $ 4,467,000 $ 5,199,000
Other income 47,000 40,000 45,000
Total revenue 5,419,000 4,507,000 5,244,000
Cost and expenses:
Depreciation 2,497,000 2,497,000 2,497,000
Interest expense 1,855,000 1,668,000 1,455,000
Property taxes 40,000 22,000 74,000
Management fees and land lease
to related parties 356,000 332,000 352,000
Maintenance and other operating
costs to related parties 1,024,000 942,000 948,000
Other operating costs 30,000 6,000 22,000
Insurance expense 160,000 101,000 81,000
Total costs and expenses 5,962,000 5,568,000 5,429,000
Net loss ($ 543,000) ($ 1,061,000) ($ 185,000)
Net loss per limited
partnership unit ($ 456) ($ 892) ($ 155)
Number of limited
partnership units outstanding 1,190 1,190 1,190
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
F-4
<PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
<TABLE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Dollars in thousands)
<CAPTION>
Substit. Contrib.
General Limited Limited Capital
Total Partner Partners Partner (Note 6)
<S> <C> <C> <C> <C> <C>
Profit and loss allocation
percentage (Note 1) 100% .5% 99% .5%
Capital contributions, net
of private placement costs
and cash distributions $27,000 $ 273 $26,146 $ 581
Conversion to
Substituted Limited
Partner (Note 1) (83) $ 83
Loss for the period from
June 29, 1984(inception)
through December 31, 1995 (25,496) (181) (25,241) (74)
Balance at December 31, 1995 1,504 9 905 9 581
Net loss (543) (3) (537) (3)
Balance at December 31, 1996 961 6 368 6 581
Net loss (1,061) (5) (1,051) (5)
Balance at December 31, 1997 (100) 1 (683) 1 581
Net loss (185) (1) (183) (1)
Balance at December 31, 1998 $ (285) $ 0 $ (866) $ 0 $ 581
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
F-5
<PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
<TABLE>
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<CAPTION>
For the
Years Ended December 31,
1996 1997 1998
<S> <C> <C< <C>
Cash flows from operating activities:
Net loss ($ 543) ($ 1,061) ($184)
Adjustments to reconcile net loss to net
cash provided by operating activities -
Depreciation 2,497 2,497 2,497
Changes in operating assets
and liabilities -
Accounts receivable (375) 314 (175)
Prepaid insurance and
other current assets 29 63 (51)
Accounts payable and accrued expenses (6) (74) (7)
Accounts payable to related parties 5 76 100
Accrued interest payable
to related party (35) 90 (239)
Net cash provided
by operating activities 1,572 1,905 1,941
Cash flows used in financing activities:
Principal payments on
notes payable to related party (1,643) (1,864) (2,114)
Net increase (decrease) in cash
and cash equivalents (71) 41 (173)
Cash and cash equivalents at
beginning of year 213 142 183
Cash and cash equivalents at end of year $ 142 $ 183 $ 10
Supplemental disclosure of
cash flow information:
Cash paid during the year for interest $ 1,890 $ 1,578 $ 1,694
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
F-6
<PAGE>
ZOND-PANAERO WINDSYSTEM PARTNERS I
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - THE PARTNERSHIP:
Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership"), was formed on June 29, 1984 to purchase and operate a system
of 300 Vestas V-15 wind turbine electric generators (the "Turbines"). The
Turbines, together with certain infrastructural facilities which are owned by
Mesa Wind Developers ("Mesa"), a joint venture between Enron Wind Systems,
Inc. ("EWS"), formerly Zond Systems, Inc., and an affiliate of PanAero
Corporation ("PanAero"), form an integrated electric power generating facility
(the "Windsystem") with a rated capacity of 19.5 megawatts in the San Gorgonio
Pass near Palm Springs, California. The general partner of the Partnership is
Zond Windsystems Management Corporation ("ZWMC")(the "General Partner"), a
wholly-owned subsidiary of EWS. PAMC Management Corporation ("PAMC"),
formerly named PanAero Management Corporation, a wholly-owned subsidiary of
PanAero, formerly served as a general partner of the Partnership. In June
1988, ZWMC 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 limited
partner (the "Substituted Limited Partner"). 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
Corporation, which is majority owned by Enron Corp. In May 1997, the name of
Zond Corporation was changed to Enron Wind Corp. The Partnership shall
effectively terminate December 31, 2004, unless earlier terminated in
accordance with the provisions of the Partnership Agreement.
The Windsystem, which became operational in November 1984, was constructed by
Mesa Construction Company ("MCC"), a joint venture between an affiliate of EWS
and an affiliate of PanAero. Mesa has title to the Windsystem's
infrastructural facilities including the power substation, however Mesa has
granted the Partnership a security interest in such facilities.
The accompanying financial statements include substantial transactions with
related parties. These transaction are further described in Notes 3 and 4.
A summary of the major operating agreements entered into by the Partnership,
directly or indirectly, is set forth below:
(1) The Partnership sells all electricity produced by the Turbines to
Southern California Edison Company ("SCE"), a wholly-owned subsidiary
of Edison International, pursuant to a power purchase and sales
agreement (the "Power Agreement") assigned to the Partnership by Mesa. The
Partnership's interest in the Power Agreement will expire on December 31,
2004. SCE purchases electricity produced by the Turbines at a price equal to
the greater of 89% of SCE's Cost of Energy (as defined in the Power Agreement)
or a fixed minimum price of $.102 per kilowatt hour ("kWh"), with the
limitation that when 89% of SCE's Cost of Energy exceeds $.20 kWh, the price
per kilowatt paid by SCE will be limited to $.20 per kWh plus 70% of the
difference between 89% of SCE's Cost of Energy and $.20 per kWh. During the
years ended December 31, 1997 and December 31, 1998 the Partnership earned
$.102 per kWh.
(2) Since July 1988, the Partnership has contracted with EWS 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 this contract, the Partnership pays a management fee of 2% of gross revenue
from electricity sales and is to reimburse EWS for 115% of the maintenance
costs (Note 4).
F-7
<PAGE>
(3) The land on which the Windsystem is located is owned by the United States
Bureau of Land Management ("BLM"). BLM issued a Right-of-Way Grant to
PanAero, which was subsequently assigned to Mesa. The initial term of the
Right-of-Way Grant expires on January 26, 2003, but may be extended for an
additional ten years. Mesa is required to pay BLM annual right-of-way rental
payments for the Windsystem's site. Effective January 1, 1996, BLM changed
the rental payment from the greater of a fixed fee of $237,000 based on
acreage utilized or 2% of gross revenues from the sale of electricity to a
flat rent of $79,000. Annual rental payments may be increased by BLM to
reflect an increase in the fair rental value of the land covered by the
Right-of-Way Grant.
The Partnership entered into the Wind Park Easement Agreement ("Easement
Agreement") with Mesa covering the Windsystem operating site and the
infrastructural facilities which granted nonexclusive easement rights through
December 31, 2004. The Partnership is obligated under the Easement Agreement
to reimburse Mesa for its pro rata share of the annual rental payment or 5% of
gross operating cash receipts which ever is greater (Note 4).
The Partnership's significant distributions and allocations are as follows:
(1)Cash may be distributed to the Partners to the extent not needed to make
semiannual payments on notes payable and to maintain a reserve equal to twelve
months anticipated partnership costs and expenses. Cash distributions are to
be made to the limited partners, Substituted Limited Partner and
General Partner in proportions of 99%, .5% and .5%, respectively, through the
date on which the aggregate amount of cash distributions to limited partners
is $10,000,000. After such date, cash will be distributed in proportions of
75%, 10%, 10% and 5%, respectively, to the limited partners, Substituted
Limited Partner, General Partner and the placement agent for the Partnership's
private placement of limited partnership units in 1984 (the "Special Limited
Partners").
(2)Profits and losses are allocated to the limited partners, Substituted
Limited Partner and General Partner in proportions of 99%, .5% and .5%,
respectively, through the date on which the aggregate amount of cash
distributions to limited partners is $10,000,000. After such date, profits
and losses will be allocated in proportions of 75%, 10%, 10% and 5% to the
limited partners, Substituted Limited Partner, general partner and Special
Limited Partners, respectively.
NOTE 2 - 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
Securities and Exchange Commission, the accounting records have been adjusted
to reflect generally accepted accounting principles ("GAAP") (see Note 6).
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
F-8
<PAGE>
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 Standard 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 bases 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 debt investments
purchased with an original maturity of three months or less.
Depreciation
The Turbines and capitalized improvements thereon are recorded at cost and are
being depreciated on the straight-line method over a twenty-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 Partnership Unit
Earnings per limited partnership unit are calculated based upon the number of
limited partnership units outstanding during each year.
Fair Value of Financial Instruments
For each class of financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses, and accounts
payable to related parties, the carrying amount approximates fair value
because of the short maturity of those instruments.
The estimated fair value of the Partnership's note payable to related party is
not materially different from its carrying amount.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
F-9
<PAGE>
Actual results could differ from those estimates.
Electricity Sales
Power generated by the Windsystem is recognized as income upon delivery of
power to SCE at prices as defined in the Power Agreement.
NOTE 3 - PURCHASE NOTES PAYABLE:
The Partnership paid MCC a total of $48,930,000 for the purchase, construction
and installation of the Turbines, comprising $22,430,000 in cash and
$26,500,000 in the form of eighteen-year, 13% notes payable in equal
semiannual installments of principal and interest totaling $1,921,500 (the
"Purchase Notes"). Under an agreement reached in April 1989, MCC reduced the
interest rate on the Purchase Notes to 11% effective in January 1990. The
Partnership has secured payment of the Purchase Notes by granting MCC security
interests in all of the personal property or fixtures owned by the
Partnership, including the Windsystem.
The aggregate scheduled maturities of the Purchase Notes and
related interest payments are as follows (in 000's):
-------- Notes -------------
Principal Interest Total
1999 $ 2,398 $ 5,042 $ 7,440
2000 2,719 951 3,670
2001 3,085 642 3,727
2002 3,498 292 3,790
Total $11,700 $ 6,927 $18,627
The Partnership's cash flows have been insufficient to pay all scheduled
interest associated with the Purchase Notes. Consequently, at December 31,
1998, the Partnership was in arrears with respect to interest payments
totaling $3,819,000 ($4,049,000 at December 31, 1997). The General Partner
believes that all amounts due under the Purchase Notes will not be paid by the
scheduled maturity date of 2002. The covenant violations give MCC the rights
of foreclosure against the collateral of its loans as defined in the Purchase
Note agreements. Zond Construction Corporation, a joint venture partner of
MCC, has granted a waiver of its rights to foreclose on the note payment
defaults through December 31, 1999.
NOTE 4 - AMOUNTS PAYABLE TO RELATED PARTIES, NET:
In addition to the Purchase Notes (see Note 3) the following amounts were
payable to related parties:
December 31,
1997 1998
Payable to Mesa $ 186,000 $ 195,000
Payable to other entities (26,000) 65,000
Total $ 160,000 $ 260,000
Amounts payable to Mesa include easement royalties and other miscellaneous
expenses related to Windsystem operations. Such amounts are unsecured and
non-interest bearing.
F-10
<PAGE>
The Partnership has the following related party transactions and
relationships:
(1) The Windsystem was constructed and installed by MCC. MCC, in turn,
contracted with EWS as its general contractor and purchased the Turbines from
Vestas North America Limited ("VNAL"), a joint venture between EWS and Vestas
Energy A/S ("Vestas"), a Danish corporation. EWS sold all of its interest in
VNAL during 1987.
(2) Mesa assigned the Partnership easement rights to the land on which the
Partnership's turbines are located (Note 1). The Partnership incurred
$250,000, $237,000, and $251,000 in 1996, 1997, and 1998, respectively,
pursuant to this agreement.
(3) The Partnership contracted with EWS to operate and maintain the Turbines
and to perform certain management and administrative services (Note 1). The
Partnership incurred expenses of $1,078,000, $1,037,000, and $1,048,000 in
1996, 1997, and 1998, respectively, pursuant to this agreement.
NOTE 5 - LITIGATION:
In July of 1995, PanAero, among other plaintiffs, filed a lawsuit
entitled, PanAero Management Corporation et al. v Zond Systems, Inc., et al.,
Los Angeles Superior Court Case No. BC 130959. The plaintiffs alleged
that defendants improperly allocated certain expenses to the Partnership and
Zond-PanAero Windsystem Partners II, a California limited partnership whose
general partner is an affiliate of the General Partner. Plaintiffs were
seeking equitable relief and damages in excess of $6.9 million. The case went
to trial before Retired Judge Leon Savitch, acting as Referee, during the last
quarter of 1997 and was completed in January of 1998. On March 23, 1998, the
Referee entered his judgment and found for the defendants on each of the
plaintiffs' claims. The Referee further determined that the defendants were
entitled to recover all of their court costs and legal fees, totaling
approximately $1.9 million, from plaintiffs. To the extent the court costs
and legal fees are not recovered from plaintiffs, defendants retain the right
to seek reimbursement. On July 22, 1998, Los Angeles Superior court Judge
Valerie Baker, entered as the Court's order, the findings of the Referee.
Plaintiffs have appealed the Court's order, which appeal is pending.
Additionally, the defendants have brought separate actions against plaintiffs
(including certain board members) for, among other things, collection and
malicious prosecution. Such actions are in the discovery stage.
F-11
<PAGE>
NOTE 6 - RECONCILIATION OF GAAP BASIS
AND TAX BASIS FINANCIAL STATEMENTS:
<TABLE>
Listed below are reconciliations between the Partnership's tax basis financial
statements and the financial statements included herein for results of
operations, partners' capital balances and total assets:
<CAPTION>
Years Ended December 31,
1996 1997 1998
<S> <C> <C> <C>
Tax basis income $ 1,963,000 $ 1,422,000 $ 2,303,000
Tax depreciation less
than GAAP depreciation (2,494,000) (2,494,000) (2,494,000)
Other (12,000) 11,000 6,000
GAAP basis loss ($ 543,000) ($ 1,061,000) ($ 185,000)
Tax basis partners'
capital (deficit) ($12,675,000) ($11,253,000) ($ 8,950,000)
Cumulative tax basis losses
in excess of cumulative
GAAP basis losses 13,055,000 10,572,000 8,084,000
GAAP basis contributed capital 581,000 581,000 581,000
GAAP basis partners' capital $ 961,000 $ (100,000) $ (285,000)
Tax basis total assets $ 7,164,000 $ 6,825,000 $ 6,874,000
Cumulative tax depreciation
in excess of GAAP depreciation 13,675,000 11,181,000 8,687,000
GAAP basis total assets $ 20,839,000 $ 18,006,000 $ 15,561,000
</TABLE> F-11
F-12<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ZOND-PANAERO WINDSYSTEM PARTNERS I
A CALIFORNIA LIMITED PARTNERSHIP
By: Zond Windsystems Management
Corporation, General Partner
Date: March 24, 1999 By: /S/ KENNETH C. KARAS
Kenneth C. Karas, Chief Executive Officer
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ KENNETH C. KARAS Director of ZWMC March 30, 1999
Kenneth C. Karas
/S/ JAMES V. DERRICK, JR. Director of ZWMC March 30, 1999
James V. Derrick, Jr.
/S/ ADAM S. UMANOFF Director of ZWMC March 30, 1999
Adam S. Umanoff
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 10
<SECURITIES> 0
<RECEIVABLES> 543
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 86
<PP&E> 49,659
<DEPRECIATION> (34,737)
<TOTAL-ASSETS> 15,561
<CURRENT-LIABILITIES> 6,544
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (285)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 15,561
<SALES> 5,199
<TOTAL-REVENUES> 5,244
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,974
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,455
<INCOME-PRETAX> ( 185)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ( 155)
<EPS-PRIMARY> (155)<F2>
<EPS-DILUTED> (155)<F2>
<FN>
<F1> Partner equity - 1,190 Partnership units outstanding.
<F2> Per Partnership Unit in thousands.
</FN>
</TABLE>
