UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended March 31, 1999
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 number 0-17989
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PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
Registrant
California 68-0166383
- --------------------------------- ----------------------------------
State of Jurisdiction I.R.S. Employer Identification No.
2401 Kerner Boulevard, San Rafael, California 94901-5527
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (415) 485-4500
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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
preceding requirements for the past 90 days.
Yes X No
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7,526 Units of Limited Partnership Interest were outstanding as of March 31,
1999.
Transitional small business disclosure format:
Yes No X
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Page 1 of 10
Part I. Financial Information
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Item 1. Financial Statements
PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
March 31, December 31,
1999 1998
---- ----
ASSETS
Cash and cash equivalents $ 105 $ 108
Investment in joint ventures 101 105
Prepaid expense 2 2
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Total Assets $ 208 $ 215
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 14 $ 12
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Total Liabilities 14 12
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Partners' Capital (Deficit)
General Partner (2) (2)
Limited Partners, 25,000 units authorized, 7,526
Units issued and outstanding at March 31, 1999
and December 31, 1998 196 205
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Total Partners' Capital (Deficit) 194 203
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Total Liabilities and Partners' Capital (Deficit) $ 208 $ 215
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The accompanying notes are an integral part of these statements.
2
PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended
March 31,
1999 1998
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INCOME
Interest income $ 1 $ 3
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Total Income 1 3
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EXPENSES
Equity in losses from joint ventures, net 4 2
Reimbursed administrative costs to General Partner 3 3
General and administrative expenses 3 6
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Total Expenses 10 11
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NET LOSS (9) (8)
Other comprehensive income:
Unrealized gains on securities:
Unrealized holding gains arising during period -- 25
Less: reclassification adjustment for gains
included in net income -- --
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Other comprehensive income -- 25
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COMPREHENSIVE INCOME $ (9) $ 17
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NET LOSS PER LIMITED PARTNERSHIP UNIT $(1.21) $(1.09)
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DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT $ -- $51.26
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ALLOCATION OF NET LOSS:
General Partner $ -- $ --
Limited Partners (9) (8)
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$ (9) $ (8)
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The accompanying notes are an integral part of these statements.
3
PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Operating Activities:
- --------------------
Net loss $ (9) $ (8)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in losses from joint ventures, net 4 2
Decrease in accounts receivable -- 22
Increase in accounts payable and accrued expenses 2 1
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Net cash provided by (used in) operating activities (3) 17
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Financing Activities:
- --------------------
Distributions to partners -- (390)
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Net cash used in financing activities -- (390)
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Decrease in cash and cash equivalents (3) (373)
Cash and cash equivalents, beginning of period 108 496
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Cash and cash equivalents, end of period $ 105 $ 123
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The accompanying notes are an integral part of these statements.
4
PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. General.
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The accompanying unaudited condensed financial statements have been
prepared by the Partnership in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Although management believes that the disclosures are adequate to make
the information presented not misleading, it is suggested that these condensed
financial statements be read in conjunction with the financial statements and
the notes included in the Partnership's Financial Statement, as filed with the
SEC in the latest annual report on Form 10-K.
The Partnership Agreement stipulates the methods by which income will
be allocated to the General Partner and the limited partners. Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles for book purposes, which varies from income or loss calculated for
tax purposes.
The calculation of items of income and loss for book and tax purposes
may result in book basis capital accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner will be determined based on the tax basis capital accounts. At
liquidation of the Partnership, the General Partner's remaining book basis
capital account will be reduced to zero through the allocation of income or
loss.
Note 2. Reclassification.
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Reclassification - Certain 1998 amounts have been reclassified to
conform to the 1999 presentation.
Note 3. Income Taxes.
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Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.
Note 4. Net Income (Loss) and Distribution Per Limited Partnership Unit.
---------------------------------------------------------------
Net loss and distributions per limited partnership unit were based on
the limited partners' share of net income and distributions, and the weighted
average number of units outstanding of 7,526 for the three months ended March
31, 1999 and 1998. For purposes of allocating net income (loss) and
distributions to each individual limited partner, the Partnership allocates net
income (loss) and distributions based upon each respective limited partner's net
capital contributions.
5
Note 5. Investment in Joint Ventures.
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Foreclosed Cable System Joint Ventures
- --------------------------------------
The aggregate combined financial information of the foreclosed cable
systems joint ventures is presented as follows:
March 31, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $610 $626
Liabilities 99 97
Partners' Capital 511 529
Three Months Ended
March 31,
1999 1998
---- ----
(Amounts in Thousands)
Revenue $ 60 $100
Expenses 79 110
Net Loss (19) (10)
Phoenix Pacific North West Cable Joint Venture has accepted and agreed
to the terms stated on a Letter of Intent dated April 5, 1999 to sell all or
substantially all of its assets on or before the closing date of July 1, 1999.
Cash, accounts receivables and certain other miscellaneous items, currently
owned by Phoenix Pacific North West Cable Joint Venture are excluded from this
sale. This Letter of Intent is subject to a definitive asset purchase agreement
which is currently being negotiated with the potential buyer.
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PHOENIX HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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Results of Operations
Phoenix High Tech/High Yield Fund, a California limited partnership
("the Partnership") reported a net loss of $9,000 and $8,000 for the three
months ended March 31, 1999 and 1998, respectively.
Total income decreased by $2,000 during the three months ended March
31, 1999, compared to the same period in the previous year. The decrease in
total income during the three months ended March 31, 1999, compared to 1998, is
attributable to a decline in interest income due to a decrease in the amount of
cash being generated by the Partnership.
Total expenses remained virtually the same for the three months ended
March 31, 1999, compared to the same period in the prior year.
Liquidity and Capital Resources
The cash used by leasing and financing activities was $3,000 during the
three months ended March 31, 1999, as compared to cash generated of $17,000
during the same period in 1998. The decrease in net cash generated by leasing
and financing activities for the three months ended March 31, 1999 is due
primarily to the decline in accounts receivable of $22,000 for the three months
ended March 31, 1999, compared to 1998.
The cash distributed to partners was $0 and $390,000 for the three
months ended March 31, 1999 and 1998, respectively. In accordance with the
Partnership Agreement, the Limited Partners are entitled to 99% of the cash
available for distribution and the General Partner is entitled to 1%. As a
result, the Limited Partners received $0 and $386,000 in distributions during
the period ended March 31, 1999 and 1998, respectively. The cumulative cash
distributions to limited partners are $7,519,000 and $7,381,000 at March 31,
1999 and 1998, respectively. The General Partner received $0 and $4,000 for its
share of the cash distributions during the period ended March 31, 1999 and 1998,
respectively. The Partnership plans to make its next distribution to partners in
December 1999.
Impact of the Year 2000 Issue
ReSource/Phoenix, Inc. ("ReSource/Phoenix"), an affiliate of the parent
to the General Partner does all local computer processing for the General
Partner. And as such Resource/Phoenix manages the Year 2000 project on behalf of
the General Partner.
Resource/Phoenix has a Year 2000 project plan in place. The Year 2000
project team has identified risks, and has implemented remediation procedures
for its Year 2000 issues. ReSource/Phoenix has budgeted for the necessary
changes, built contingency plans, and has progressed along the scheduled
timeline. Installation of all remediation changes to software and hardware is
planned to be completed by September 15, 1999.
7
Costs incurred by the Partnership will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.
The Partnership's customers consist of lessees and borrowers. The
Partnership does not have exposure to any individual customer that would
materially impact the Partnership should the customer experience a significant
Year 2000 problem, however, cumulative exposure to multiple individual customers
could materially impact the Partnership should multiple customers experience a
significant Year 2000 problem.
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PHOENIX LEASING HIGH TECH/HIGH YIELD FUND,
A CALIFORNIA LIMITED PARTNERSHIP
March 31, 1999
Part II. Other Information
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Item 1. Legal Proceedings.
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On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint sought declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Marin Action"). Plaintiffs then dismissed the remaining
claims in Sacramento Superior Court and refiled them in a separate lawsuit
making similar allegations (the"Sacramento Action").
Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the complaint and may file a demurrer to dismiss the claims. Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.
In February 1999, plaintiffs requested a transfer of the Sacramento
Action to Marin County. The Court granted that request, and the case was
transferred in March 1999. Defendants have not yet responded to the Complaint.
Discovery has not commenced. The Companies intend to vigorously defend the
Complaint.
Item 2. Changes in Securities. Inapplicable
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Item 3. Defaults Upon Senior Securities. Inapplicable
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Item 4. Submission of Matters to a Vote of Securities Holders. Inapplicable
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Item 5. Other Information. Inapplicable
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Item 6. Exhibits and Reports on 8-K:
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a) Exhibits:
(27) Financial Data Schedule
b) Reports on 8-K: None
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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.
PHOENIX HIGH TECH/HIGH YIELD FUND,
---------------------------------
A CALIFORNIA LIMITED PARTNERSHIP
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(Registrant)
Date Title Signature
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May 13, 1999 Executive Vice President, /S/ GARY W. MARTINEZ
- ------------ Chief Operating Officer --------------------
and a Director of (Gary W. Martinez)
Phoenix Leasing Incorporated
General Partner
May 13, 1999 Chief Financial Officer, /S/ HOWARD SOLOVEI
- ------------ Treasurer and a Director of --------------------
Phoenix Leasing Incorporated (Howard Solovei)
General Partner
May 13, 1999 Senior Vice President, /S/ BRYANT J. TONG
- ------------ Financial Operations ------------------
(Principal Accounting Officer) (Bryant J. Tong)
and a Director of
Phoenix Leasing Incorporated
General Partner
10