PHOENIX HIGH TECH HIGH YIELD FUND
10QSB, 1998-05-14
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

                                   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, 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 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     
                                  -----       -----    

7,526 Units of Limited  Partnership  Interest were  outstanding  as of March 31,
1998.

Transitional small business disclosure format:

                              Yes          No   X
                                  -----       -----

                                  Page 1 of 10



<PAGE>




                          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,
                                                           1998         1997
                                                           ----         ----
ASSETS

Cash and cash equivalents                                 $ 123        $ 496

Accounts receivable                                          15           37

Equipment on operating leases and held for lease
 (net of accumulated depreciation of $56 at
 March 31, 1998 and December 31, 1997)                     --           --

Investment in joint ventures                                128          130

Securities, available-for-sale                               25         --

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

     Total Assets                                         $ 293        $ 665
                                                          =====        =====

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses                  $  21        $  20
                                                          -----        -----

     Total Liabilities                                       21           20
                                                          -----        -----

Partners' Capital (Deficit)

   General Partner                                          (19)        (15)

   Limited Partners, 25,000 units authorized,
    7,526 units issued and outstanding at
    March 31, 1998 and December 31, 1997                    266          660

   Unrealized gains on available-for-sale securities         25         --
                                                          -----        -----

     Total Partners' Capital (Deficit)                      272          645
                                                          -----        -----

     Total Liabilities and Partners' Capital(Deficit)     $ 293        $ 665
                                                          =====        =====

        The accompanying notes are an integral part of these statements.



                                        2

<PAGE>



                       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,
                                                              1998        1997
                                                              ----        ----
INCOME

   Earned income, financing leases                          $   --      $     4
   Gain on sale of securities                                   --           50
   Equity in losses from joint ventures, net                     (2)         (4)
   Other income                                                   3          10
                                                            -------     -------

     Total Income                                                 1          60
                                                            -------     -------

EXPENSES

   Amortization of acquisition fees                             --            1
   Management fees to General Partner                           --            3
   Reimbursed administrative costs to General Partner             3           3
   Legal expense                                                --            3
   General and administrative expenses                            6           6
                                                            -------     -------

     Total Expenses                                               9          16
                                                            -------     -------

NET INCOME (LOSS)                                           $    (8)    $    44
                                                            =======     =======


NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT              $ (1.09)    $  4.25
                                                            =======     =======

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT                  $ 51.26     $153.79
                                                            =======     =======

ALLOCATION OF NET INCOME (LOSS):
   General Partner                                          $   --      $    12
   Limited Partners                                              (8)         32
                                                            -------     -------

                                                            $    (8)    $    44
                                                            =======     =======

        The accompanying notes are an integral part of these statements.



                                        3

<PAGE>



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


                                                             Three Months Ended
                                                                  March 31,
                                                              1998         1997
                                                              ----         ----
Operating Activities:
   Net income (loss)                                       $    (8)     $    44

   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Amortization of acquisition fees                       --              1
       Gain on sale of equipment                              --           --
       Gain on sale of securities                             --            (50)
       Equity in losses (earnings) from joint
         ventures, net                                           2            4
       Decrease in accounts receivable                          22           35
       Increase (decrease) in accounts payable
         and accrued expenses                                    1            7
                                                           -------      -------

Net cash provided by operating activities                       17           41
                                                           -------      -------

Investing Activities:
   Principal payments, financing leases                       --             34
   Proceeds from sale of securities                           --             50
                                                           -------      -------

Net cash provided by investing activities                     --             84
                                                           -------      -------

Financing Activities:
   Distributions to partners                                  (390)      (1,169)
                                                           -------      -------

Net cash used by financing activities                         (390)      (1,169)
                                                           -------      -------

Decrease in cash and cash equivalents                         (373)      (1,044)

Cash and cash equivalents, beginning of period                 496        1,499
                                                           -------      -------

Cash and cash equivalents, end of period                   $   123      $   455
                                                           =======      =======


        The accompanying notes are an integral part of these statements.



                                        4

<PAGE>



                       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 1997 amounts  have been  reclassified  to
conform to the 1998 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.       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
average number of units outstanding of 7,526 for the nine months ended March 31,
1998 and 1997. 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 5.       Investment in Joint Ventures.

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,
                                                 1998          1997
                                                 ----          ----
                                               (Amounts in Thousands)

       Assets                                  $  902         $  909
       Liabilities                                243            240
       Partners' Capital                          659            669




                                        5

<PAGE>



                                                 Three Months Ended
                                                      March 31,
                                                 1998          1997
                                                 ----          ----
                                               (Amounts in Thousands)

       Revenue                                 $  100         $ 100
       Expenses                                   110           123
       Net Loss                                   (10)          (23)



                                        6

<PAGE>




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


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

Results of Operations

     The  Partnership  reported a net loss of $8,000 for the three  months ended
March 31,  1998,  as  compared  to net income of $44,000  for the same period in
1997.  The  reduction  in earnings  for the three months ended March 31, 1998 is
attributable to the absence of a gain on sale of securities, compared to $50,000
during the same period in 1997.  The gain on sale of  securities,  for which the
Partnership  received  proceeds of $50,000,  during the three months ended March
31,  1997  is due to the  exercise  and  sale  of  stock  warrants  held  by the
Partnership.

     The decline in other income of $7,000 also  contributed to the reduction in
earnings  for the three  months  ended March 31,  1998,  compared to 1997.  This
decline  is  attributable  to a  decrease  in  interest  income  earned  on  the
Partnership's cash balances.  The Partnership  experienced a decline in its cash
balance  during the three months ended March 31,  1998,  compared to 1997,  as a
result of making an annual distribution in January 1998.

     The absence of management  fees and legal  expense  during the three months
ended  March 31,  1998,  compared to $3,000 for both  management  fees and legal
expense during the same period in 1997,  partially offset the factors previously
discussed  which  contributed  to  the  decline  in  earnings.  The  absence  of
management fees to the General Partner for the three months ended March 31, 1998
is due to a decline in gross revenues.  Legal expense for the three months ended
March  31,  1997  were  attributable  to  the  collection  on a  defaulted  note
receivable. The net carrying value of this note at March 31, 1997 was $0.

Liquidity and Capital Resources

     The cash  generated by leasing and financing  activities was $17,000 during
the three months ended March 31,  1998,  as compared to $75,000  during the same
period in 1997.  The  decrease in net cash  generated  by leasing and  financing
activities  for the three  months  ended March 31, 1998 is due  primarily to the
absence of principal payments from financing leases,  compared to $34,000 during
1997,  as well as a decline in  accounts  receivable  of  $13,000  for the three
months ended March 31, 1998,  compared to 1997. The absence of principal payment
from financing leases during 1998 is due to the remaining equipment owned by the
Partnership being held for lease.

     The  Partnership  owns equipment being held for lease with an original cost
of $89,000  and a net book value of $0 at March 31,  1998 and 1997.  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 $390,000 and $1,169,000 for the three
months  ended  March 31, 1998 and 1997,  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 $386,000 and $1,157,000 in distributions
during the period ended March 31, 1998 and 1997,  respectively.  The  cumulative
cash  distributions  to limited  partners are $7,381,000 and $6,995,000 at March
31, 1998 and 1997, respectively. The General Partner received $4,000 and $12,000
for its share of the cash  distributions during  the period ended March 31, 1998

                                        7

<PAGE>



and 1997, respectively.

     Distributions for the year ended March 31, 1997 were higher than usual as a
result of the receipt of a  settlement  payment on an  impaired  note during the
quarter ended September 30, 1996. The Partnership included these proceeds in the
January 15, 1997 distribution to partners.

     The term of the  Partnership  expires on December  31, 1999;  however,  the
General Partner  anticipates  liquidating  the remaining  assets by December 31,
1998.  Should the  Partnership  be fully  liquidated  by December 31, 1998,  the
Partnership will make a final distribution of excess cash, if any.

                                        8

<PAGE>



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

                                 March 31, 1998

                           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

                                        9

<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.

                                    PHOENIX HIGH TECH/HIGH YIELD FUND,
                                    ----------------------------------
                                     A CALIFORNIA LIMITED PARTNERSHIP
                                     --------------------------------
                                               (Registrant)


      Date                      Title                           Signature
      ----                      -----                           ---------


May 13, 1998          Executive Vice President,            /S/ GARY W. MARTINEZ
- -----------------     Chief Operating Officer              --------------------
                      and a Director of                    (Gary W. Martinez) 
                      Phoenix Leasing Incorporated 
                      General Partner              
                     


May 13, 1998          Chief Financial Officer,             /S/ HOWARD SOLOVEI
- -----------------     Treasurer and a Director of          --------------------
                      Phoenix Leasing Incorporated         (Howard Solovei)
                      General Partner             
                     


May 13, 1998          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


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                                    <C>
<PERIOD-TYPE>                                                3-MOS
<FISCAL-YEAR-END>                                      DEC-31-1998
<PERIOD-END>                                           MAR-31-1998
<CASH>                                                         123
<SECURITIES>                                                    25
<RECEIVABLES>                                                   15
<ALLOWANCES>                                                     0
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                                 0
<PP&E>                                                          56
<DEPRECIATION>                                                  56
<TOTAL-ASSETS>                                                 293
<CURRENT-LIABILITIES>                                            0
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                         0
<OTHER-SE>                                                     272
<TOTAL-LIABILITY-AND-EQUITY>                                   293
<SALES>                                                          0
<TOTAL-REVENUES>                                                 1
<CGS>                                                            0
<TOTAL-COSTS>                                                    9
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                                (8)
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                            (8)
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                   (8)
<EPS-PRIMARY>                                               (1.09)
<EPS-DILUTED>                                                    0
        

</TABLE>


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