PHOENIX HIGH TECH HIGH YIELD FUND
10-Q, 1996-05-14
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                                                                    Page 1 of 10



                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                    -------------

                                      FORM 10-Q

  _X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                    For the quarterly period ended March 31, 1996

                                         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
                                                  -------

                         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
- -------------------------------------------------------------------------------
   Address of Principal Executive Offices                            Zip Code

     Registrant's telephone number, including area code:     (415) 485-4500

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 ___


<PAGE>


                                                                    Page 2 of 10


                           Part I.  Financial Information
                           ------------------------------
                            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,
                                                         1996          1995
                                                         ----          ----
ASSETS

Cash and cash equivalents                              $   650       $   655

Accounts receivable (net of allowance for
  losses on accounts receivable of $0 at
  March 31, 1996 and December 31, 1995)                      9            18

Notes receivable (net of allowance for losses
  on notes receivable of $706 at March 31, 1996
  and December 31, 1995)                                   581           581

Marketable Securities, available-for-sale                  109           149

Net investment in financing leases                         253           311

Investment in joint ventures                               228           266

Capitalized acquisition fees (net of accumulated
  amortization of $262 and $260 at March 31, 1996
  and December 31, 1995, respectively)                      33            36

  Other assets                                               2             1
                                                       -------       -------

   Total Assets                                        $ 1,865       $ 2,017
                                                       =======       =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

  Accounts payable and accrued expenses                $    37       $    44
                                                       -------       -------

   Total Liabilities                                        37            44
                                                       -------       -------

Partners' Capital

  General Partner                                           (5)          (14)

  Limited Partners, 25,000 units authorized,
   7,526 units issued and outstanding at
   March 31, 1996 and December 31, 1995                  1,724         1,838

  Unrealized gains on marketable securities
   available-for-sale                                      109           149
                                                       -------       -------

   Total Partners' Capital                               1,828         1,973
                                                       -------       -------

   Total Liabilities and Partners' Capital             $ 1,865       $ 2,017
                                                       =======       =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 10


                         PHOENIX HIGH TECH/HIGH YIELD FUND,
                          A CALIFORNIA LIMITED PARTNERSHIP
                              STATEMENTS OF OPERATIONS
                 (Amounts in Thousands Except for Per Unit Amounts)
                                     (Unaudited)


                                                             Three Months Ended
                                                                  March 31,
                                                             1996         1995
                                                             ----         ----
INCOME

  Earned income, financing leases                          $   12       $   22
  Gain on sale of equipment                                    12            3
  Equity in earnings from joint ventures                       26            1
  Other income                                                  8            6
                                                            -----        -----

   Total Income                                                58           32
                                                            -----        -----

EXPENSES

  Depreciation and amortization                                 2            5
  Management fees to General Partner                            3            3
  Reimbursed administrative costs to General Partner            4            6
  Legal expense                                                 7            8
  General and administrative expenses                           5            7
                                                            -----        -----

   Total Expenses                                              21           29
                                                            -----        -----

NET INCOME                                                 $   37       $    3
                                                            =====        =====


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                        $ 3.64       $ --
                                                            =====        =====

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                                        $18.74       $51.68
                                                            =====        =====

ALLOCATION OF NET INCOME:
   General Partner                                         $   10       $    3
   Limited Partners                                            27         --
                                                            -----        -----

                                                           $   37       $    3
                                                            =====        =====

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 10


                         PHOENIX HIGH TECH/HIGH YIELD FUND,
                          A CALIFORNIA LIMITED PARTNERSHIP
                              STATEMENTS OF CASH FLOWS
                               (Amounts in Thousands)
                                     (Unaudited)


                                                          Three Months Ended
                                                               March 31,
                                                            1996      1995
                                                            ----      ----
Operating Activities:
   Net income                                              $  37     $   3

   Adjustments to reconcile net income to
    net cash provided  (used) by operating
    activities:
      Depreciation and amortization                            3         5
      Gain on sale of equipment                              (12)       (3)
      Equity in earnings from joint ventures, net            (26)       (1)
      Decrease (increase) in accounts receivable               9        (2)
      Decrease in accounts payable and accrued expenses       (7)      (32)
      Decrease (increase)  in other assets                    (1)        1
                                                           -----     -----

Net cash provided (used) by operating activities               3       (29)
                                                           -----     -----

Investing Activities:
   Principal payments, financing leases                       58        56
   Principal payments, notes receivable                     --          11
   Proceeds from sale of equipment                            12         6
   Distributions from joint ventures                          64        10
                                                           -----     -----

Net cash provided by investing activities                    134        83
                                                           -----     -----

Financing Activities:
   Distributions to partners                                (142)     (393)
                                                           -----     -----

Net cash used by financing activities                       (142)     (393)
                                                           -----     -----

Decrease in cash and cash equivalents                         (5)     (339)

Cash and cash equivalents, beginning of period               655       755
                                                           -----     -----

Cash and cash equivalents, end of period                   $ 650     $ 416
                                                           =====     =====


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 10


                         PHOENIX HIGH TECH/HIGH YIELD FUND,
                          A CALIFORNIA LIMITED PARTNERSHIP

                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)


Note 1.  General.

      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.

Note 2.  Reclassification.

        Reclassification  -  Certain  1995  amounts  have been  reclassified  to
conform to the 1996 presentation.

Note 3.  Income Taxes.

        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.  Notes Receivable.

       Impaired Notes Receivable.  At March 31, 1996, the recorded investment in
notes that are considered to be impaired under Statement No. 114 was $1,287,000.
The related allowance for losses is $706,000. The average recorded investment in
impaired  loans during the three  months ended March 31, 1996 was  approximately
$1,287,000.

       The activity in the allowance for losses on notes  receivable  during the
three months ended March 31, is as follows:

                                               1996          1995
                                               ----          ----
              Beginning balance                $706          $202
                 Provision for losses           --            --
                 Write downs                    --            --
                                               ----          ----
              Ending balance                   $706          $202
                                               ====          ====


Note 5.  Net Income (Loss) and Distribution Per Limited Partnership Unit.

        Net income and distributions per limited  partnership unit were based on
the limited  partners' share of net income and  distributions,  and the weighted



<PAGE>


                                                                    Page 6 of 10


average  number of units  outstanding  of 7,526 for the three months ended March
31,  1996  and  1995.   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.

Note 6.  Investment in Joint Ventures.

Foreclosed Cable System Joint Ventures

        The aggregate combined  statements of operations of the foreclosed cable
systems joint ventures is presented below:

                          COMBINED STATEMENTS OF OPERATIONS
                               (Amounts in Thousands)

                                                              Three Months Ended
                                                                   March 31,
                                                                1996       1995
                                                                ----       ----

Subscriber revenue                                            $  160      $  241
Gain on sale of cable system                                   1,240        --
Other income                                                      12           5
                                                              ------      ------

   Total income                                                1,412         246
                                                              ------      ------

EXPENSES
Depreciation and amortization                                     44          54
Program services                                                  51          64
Management fees to an affiliate of the General Partner           125          10
General and administrative expenses                               88          85
Provision for losses on accounts receivable                        1           3
                                                              ------      ------

   Total expenses                                                309         216
                                                              ------      ------

Net income                                                    $1,103      $   30
                                                              ======      ======




<PAGE>


                                                                    Page 7 of 10



                         PHOENIX HIGH TECH/HIGH YIELD FUND,
                          A CALIFORNIA LIMITED PARTNERSHIP


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

   The  Partnership  reported  net income of $37,000 for the three  months ended
March 31, 1996, as compared to net income of $3,000 for the same period in 1995.
The increase in net income  during the three  months  ended March 31,  1996,  as
compared to the same period in 1995, is  attributable to an increase in earnings
from joint ventures.

   Total  revenues  increased by $26,000 during the three months ended March 31,
1996,  as compared to the same period in 1995.  This  increase was primarily the
result of an increase in earnings from joint ventures.  The increase in earnings
from joint ventures is  attributable  to the sale of a cable  television  system
owned by one of the joint ventures.

   The Partnership did not report interest income from notes  receivable  during
the three  months  ended  March 31,  1996 and  1995.  This is the  result of the
Partnership's  investment in notes  receivable  being classified as impaired and
the  recognition  of  interest  income  on  such  notes  being  suspended.   The
Partnership has an investment in an impaired note receivable with a net carrying
value  (before  consideration  of the  allowance  for  losses  of  $706,000)  of
approximately $1,287,000 at March 31, 1996.

   Total  expenses  decreased by $8,000  during the three months ended March 31,
1996,  as compared to the same period in 1995.  The decrease in expenses  during
the three months  ended March 31, 1996,  as compared to the same period in 1995,
is due to a decrease in most expense  categories.  Decreases in depreciation and
amortization,  and general and  administrative  expenses accounted for $6,000 of
the decrease in total expense.

Liquidity and Capital Resources

   The  Partnership's  primary  source of liquidity  comes from its  contractual
obligations  with lessees and borrowers to receive rental  payments and payments
of principal and interest.  The future  liquidity of the Partnership will depend
upon the General Partner's success in collecting scheduled  contractual payments
from its lessees and borrowers. Additionally, the Partnership has investments in
foreclosed  cable systems joint ventures that it receives cash  distributions of
the excess cash flows.

   The cash generated by leasing and financing activities was $61,000 during the
three months ended March 31, 1996, as compared to $38,000 during the same period
in 1995.  The net cash  generated by leasing and financing  activities was lower
during 1995 due to the payment of accounts payable and accrued expenses.

   During the three months ended March 31, 1996, the  Partnership  received cash
distributions  of $64,000  from  foreclosed  cable  systems  joint  ventures  as
compared to cash  distributions  of $10,000 from foreclosed  cable systems joint
ventures  during the same  period in 1995.  This  increase in  distributions  is
attributable  to the  distribution of the sale proceeds from the sale of a cable
television  system owned by one of these joint ventures  during the three months
ended March 31, 1996.




<PAGE>


                                                                    Page 8 of 10

   As of March 31, 1996, the  Partnership  owned  equipment being held for lease
with an  original  cost of $89,000  and a net book value of $0, as  compared  to
$244,000 and $2,000 at March 31, 1995. The General Partner is actively  engaged,
on behalf of the  Partnership,  in  remarketing  and selling  the  Partnership's
equipment as it becomes available.

   The cash  distributed  to partners  was  $142,000  and $393,000 for the three
months  ended  March 31, 1996 and 1995,  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  $141,000 and $389,000 in distributions
during the period ended March 31, 1996 and 1995,  respectively.  The  cumulative
cash  distributions  to limited  partners are $5,698,000 and $5,138,000 at March
31, 1996 and 1995, respectively.  The General Partner received $1,000 and $4,000
for its share of the cash  distributions  during the period ended March 31, 1996
and 1995, respectively.

   The Partnership made its quarterly distribution to partners on April 15, 1996
at the same rate as the January 15, 1996 distribution.  However, the Partnership
will switch to an annual distribution  method thereafter,  with the first annual
distribution  to be made on  January  15,  1997.  The  Partnership's  ability to
distribute  cash to partners is dependent  upon the  Partnership  receiving  its
contractual  payments from notes  receivable and financing  leases.  If the cash
generated  by   Partnership   operations   decrease  below   expectations,   the
distributions to partners will be adjusted accordingly.

   Cash  generated  from  leasing  and  financing  operations  has  been  and is
anticipated  to continue to be sufficient to meet the  Partnership's  continuing
operational expenses.



<PAGE>


                                                                    Page 9 of 10


                     PHOENIX LEASING HIGH TECH/HIGH YIELD FUND,
                          A CALIFORNIA LIMITED PARTNERSHIP

                                   March 31, 1996

                             Part II.  Other Information
                                       -----------------


Item 1.  Legal Proceedings.  Inapplicable.

Item 2.  Changes in Securities.  Inapplicable

Item 3.  Defaults Upon Senior Securities.  Inapplicable

Item 4.  Submission of Matters to a Vote of Securities Holders.  Inapplicable

Item 5.  Other Information.  Inapplicable

Item 6.  Exhibits and Reports on 8-K:

         a) Exhibits:

            (27)   Financial Data Schedule

         b) Reports on 8-K:  None



<PAGE>


                                                                   Page 10 of 10


                                     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
                                                      (Registrant)

        Date                         Title                     Signature



  May 13, 1996            Chief Financial Officer,        /S/ PARITOSH K. CHOKSI
- ---------------------     Senior Vice President           ----------------------
                          and Treasurer of                (Paritosh K. Choksi)
                          Phoenix Leasing Incorporated
                          General Partner


  May 13, 1996            Senior Vice President,          /S/ BRYANT J. TONG
- ---------------------     Financial Operations            ----------------------
                          (Principal Accounting Officer)  (Bryant J. Tong)
                          Phoenix Leasing Incorporated
                          General Partner


  May 13, 1996            Senior Vice President of        /S/ GARY W. MARTINEZ
- ---------------------     Phoenix Leasing Incorporated    ----------------------
                          General Partner                 (Gary W. Martinez)


  May 13, 1996            Partnership Controller         /S/ MICHAEL K. ULYATT
- ---------------------     Phoenix Leasing Incorporated    ----------------------
                          General Partner                 (Michael K. Ulyatt)


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                          <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                 DEC-31-1996
<PERIOD-END>                      MAR-31-1996
<CASH>                                    650
<SECURITIES>                              109
<RECEIVABLES>                           1,296
<ALLOWANCES>                              706
<INVENTORY>                                 0
<CURRENT-ASSETS>                            0
<PP&E>                                    253
<DEPRECIATION>                              0
<TOTAL-ASSETS>                          1,865
<CURRENT-LIABILITIES>                       0
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                              1,828
<TOTAL-LIABILITY-AND-EQUITY>            1,865
<SALES>                                     0
<TOTAL-REVENUES>                           58
<CGS>                                       0
<TOTAL-COSTS>                              21
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                            37
<INCOME-TAX>                                0
<INCOME-CONTINUING>                        37
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                               37
<EPS-PRIMARY>                            3.64
<EPS-DILUTED>                               0
        

</TABLE>


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