HIGH EQUITY PARTNERS L P SERIES 86
10-Q, 1997-11-14
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[ X ]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                         Commission file number 0-15753

                      HIGH EQUITY PARTNERS L.P. - SERIES 86
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                13-3314609
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7444
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check 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   [   ]

<PAGE>
     HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997



                                      INDEX



Part I. Financial Information:

         Balance Sheets--September 30, 1997 and December 31, 1996

         Statements  of  Operations--Three  and Nine Months Ended  September 30,
         1997 and 1996

         Statement of Partners' Equity--Nine Months Ended September 30, 1997  

         Statements of Cash Flows--Nine Months Ended September 30, 1997 and 1996
         

         Notes to Financial Statements  

         Management's Discussion and Analysis of Financial Condition and Results
         of Operations  

Part II. Other Information:

         Legal Proceedings, Other Events and Exhibits and Reports on Form 8-K  


<PAGE>
<TABLE>
<CAPTION>
     HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                                 BALANCE SHEETS


                                                   September 30,    December 31,  
                                                       1997              1996
                                                   -----------       -----------
<S>                                                <C>               <C>
ASSETS

Real estate ................................       $49,527,982       $50,401,985
Cash and cash equivalents ..................         7,764,587         7,409,578
Other assets ...............................         4,031,932         3,867,372
Receivables ................................           290,756           300,450
                                                   -----------       -----------

                                                   $61,615,257       $61,979,385
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses ......       $ 2,113,370       $ 2,131,201
Distributions payable ......................           714,897           383,754
Due to affiliates ..........................           410,583         1,325,213
                                                   -----------       -----------

                                                     3,238,850         3,840,168
                                                   -----------       -----------

Commitments and contingencies

PARTNERS' EQUITY:

Limited partners' equity (588,010
         units issued and outstanding) .....        55,456,640        55,231,308
General partners' equity ...................         2,919,767         2,907,909
                                                   -----------       -----------

                                                    58,376,407        58,139,217
                                                   -----------       -----------

                                                   $61,615,257       $61,979,385
                                                   ===========       ===========

</TABLE>
                        See notes to financial statements

<PAGE>
<TABLE>
<CAPTION>
                   HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                                          STATEMENTS OF OPERATIONS



                                                For the Three Months Ended       For the Nine Months Ended
                                                        September 30,                September 30,
                                                ---------------------------      --------------------------  
                                                    1997           1996           1997           1996
                                                 ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>            <C>
Rental Revenue .............................     $2,843,139     $3,078,250     $8,639,433     $8,935,277
                                                 ----------     ----------     ----------     ----------

Costs and Expenses:

         Operating expenses ................      1,237,768      1,339,716      3,496,351      3,967,598
         Depreciation and amortization .....        524,845        511,061      1,534,535      1,531,912
         Partnership management fee ........        351,551        351,551      1,054,653      1,054,653
         Administrative expenses ...........        138,974        141,631        599,748        406,119
         Property management fee ...........         84,427         89,988        259,316        262,213
                                                 ----------     ----------     ----------     ----------
                                                  2,337,565      2,433,947      6,944,603      7,222,495
                                                 ----------     ----------     ----------     ----------

Income before interest and other income ....        505,574        644,303      1,694,830      1,712,782

         Interest income ...................         93,918         64,254        256,784        167,303

         Other income ......................         38,135         47,374         68,175         93,894
                                                 ----------     ----------     ----------     ----------

Net income .................................     $  637,627     $  755,931     $2,019,789     $1,973,979
                                                 ==========     ==========     ==========     ==========

Net income attributable to:

         Limited partners ..................     $  605,746     $  718,134     $1,918,800     $1,875,280

         General partners ..................         31,881         37,797        100,989         98,699
                                                 ----------     ----------     ----------     ----------

Net income .................................     $  637,627     $  755,931     $2,019,789     $1,973,979
                                                 ==========     ==========     ==========     ==========

Net income per unit of limited
         partnership interest (588,010 units
         outstanding) ......................     $     1.03     $     1.22     $     3.26     $     3.19
                                                 ==========     ==========     ==========     ==========


</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                   HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                                       STATEMENT OF PARTNERS' EQUITY


                                                      General                Limited
                                                      Partners'              Partners'
                                                       Equity                Equity              Total
                                                    ------------         ------------         ------------
<S>                                                 <C>                  <C>                  <C>
Balance, January 1, 1997 ...................        $  2,907,909         $ 55,231,308         $ 58,139,217

Net income for the nine
months ended September 30, 1997 ............             100,989            1,918,800            2,019,789

Distributions as return of
capital for the nine months ended
September 30, 1997 ($2.88 per
limited partnership unit) ..................             (89,131)          (1,693,468)          (1,782,599)
                                                    ------------         ------------         ------------

Balance, September 30, 1997 ................        $  2,919,767         $ 55,456,640         $ 58,376,407
                                                    ============         ============         ============

</TABLE>

                                     See notes to financial statements

<PAGE>
<TABLE>
<CAPTION>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                                 STATEMENTS OF CASH FLOWS

                                                              For The Nine Months Ended
                                                                    September 30,
                                                            ----------------------------
                                                                1997             1996
                                                            -----------      -----------
<S>                                                         <C>              <C>
Cash Flows From Operating Activities:

         Net income ...................................     $ 2,019,789      $ 1,973,979
         Adjustments to reconcile net income to net
         cash provided by operating activities:
                  Depreciation and amortization .......       1,534,535        1,531,912
                  Straight line adjustment for stepped
                       lease rentals ..................        (123,024)        (281,829)
         Changes in asset and liabilities:
                  Accounts payable and accrued expenses         (17,831)         707,959
                  Due to affiliates ...................        (914,630)         (66,077)
                  Receivables .........................           9,694          194,076
                  Other assets ........................        (262,189)        (436,497)
                                                            -----------      -----------

         Net cash provided by operating activities ....       2,246,344        3,623,523
                                                            -----------      -----------

Cash Flows From Investing Activities:

         Improvements to real estate ..................        (439,879)        (546,027)
                                                            -----------      -----------

Cash Flows From Financing Activities:

         Distributions to partners ....................      (1,451,456)      (1,151,262)
                                                            -----------      -----------

Increase in Cash and Cash Equivalents .................         355,009        1,926,234

Cash and Cash Equivalents, Beginning of Year ..........       7,409,578        4,752,024
                                                            -----------      -----------

Cash and Cash Equivalents, End of Quarter .............     $ 7,764,587      $ 6,678,258
                                                            ===========      ===========

</TABLE>
                         See notes to financial statements

<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997


                          NOTES TO FINANCIAL STATEMENTS

1.    GENERAL

The accompanying  financial statements,  notes and discussions should be read in
conjunction  with  the  financial  statements,  related  notes  and  discussions
contained in the  Partnership's  annual report on Form l0-K/A for the year ended
December 3l, 1996.

The financial information contained herein is unaudited; however, in the opinion
of management,  all adjustments  necessary  (consisting only of normal recurring
adjustments)  for a fair  presentation of such financial  information  have been
included.

2.    SIGNIFICANT ACCOUNTING POLICIES

      Impairment of Assets

The Partnership  evaluates the  recoverability  of the net carrying value of its
real  estate  and  related  assets  at  least   annually,   and  more  often  if
circumstances  dictate.  If this review  indicates  that the carrying value of a
property may not be recoverable, the Partnership estimates the future cash flows
expected to result from the use of the property  and its  eventual  disposition,
generally over a five-year holding period. In performing this review, management
takes into account,  among other things,  the existing  occupancy,  the expected
leasing prospects of the property and the economic situation in the region where
the property is located.

If the sum of the  expected  future cash flows,  undiscounted,  is less than the
carrying amount of the property,  the Partnership recognizes an impairment loss,
and reduces the carrying  amount of the asset to its estimated fair value.  Fair
value is the  amount  at which  the  asset  could be bought or sold in a current
transaction  between  willing  parties,  that  is,  other  than in a  forced  or
liquidation sale. Management estimates fair value using discounted cash flows or
market comparables, as most appropriate for each property. Independent certified
appraisers are utilized to assist management, when warranted.

Impairment  write-downs  recorded by the Partnership do not affect the tax basis
of the assets and are not  included in the  determination  of taxable  income or
loss.

Because the cash flows used to  evaluate  the  recoverability  of the assets and
their fair values are based upon projections of future economic events,  such as
property  occupancy  rates,  rental rates,  operating  cost inflation and market
capitalization  rates, the amounts ultimately realized at disposition may differ
materially  from the net carrying  values at the balance  sheet dates.  The cash
flows and
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                          NOTES TO FINANCIAL STATEMENTS


2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

market  comparables  used in this process are based on good faith  estimates and
assumptions developed by management.  Unanticipated events and circumstances may
occur and some  assumptions may not materialize;  therefore,  actual results may
vary  materially  from the estimates.  The Partnership may in the future provide
additional write-downs, which could be material, if real estate markets or local
economic conditions change.

Recently Issued Accounting Pronouncements

The  Financial  Accounting  Standards  Board has  recently  issued  several  new
accounting  pronouncements.  Statement No. 128, "Earnings per Share" establishes
standards for computing and presenting  earnings per share, and is effective for
financial  statements  for both interim and annual periods ending after December
15, 1997. Statement No. 129, "Disclosure of Information about Capital Structure"
establishes  standards  for  disclosing  information  about an entity's  capital
structure,  and is effective for financial  statements  for periods ending after
December  15,  1997.  Statement  No.  130,  "Reporting   Comprehensive   Income"
establishes  standards for reporting and display of comprehensive income and its
components, and is effective for fiscal years beginning after December 15, 1997.
Statement No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  establishes standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments  in  interim  financial   reports  issued  to  shareholders.   It  also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas, and major customers, and is effective for financial statements
for periods beginning after December 15, 1997.

Management does not believe that these new standards will have a material effect
on the Partnership's  reported  operating results,  per unit amounts,  financial
position or cash flows.

Certain  reclassifications were made to the prior period financial statements in
order to conform them to the current period presentation.

Results of  operations  for the nine  months  ended  September  30, 1997 are not
necessarily indicative of the results to be expected for the entire year.

3.    CONFLICTS INTEREST AND TRANSACTIONS WITH RELATED PARTIES

The Investment General Partner of the Partnership,  Resources High Equity,  Inc.
and the  Administrative  General Partner of the Partnership,  Resources  Capital
Corp.,  are wholly-owned  subsidiaries of Presidio  Capital Corp.  ("Presidio").
Presidio AGP Corp.,  which is a  wholly-owned  subsidiary  of  Presidio,  is the
Associate  General  Partner  (together with the  Investment  and  Administrative
General Partners,  the "General Partners").  The General Partners and affiliates
of  the  General  Partners  are  also  engaged  in  businesses  related  to  the
acquisition  and operation of real estate.  Presidio is also the parent of other
corporations  that are or may in the future be engaged in businesses that may be
in  competition  with the  Partnership.  Accordingly,  conflicts of interest may
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                          NOTES TO FINANCIAL STATEMENTS

3.    CONFLICTS INTEREST AND TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

arise between the Partnership and such other  businesses.  Subject to the rights
of the  Limited  Partners  under the  Limited  Partnership  Agreement,  Presidio
controls the Partnership through its indirect ownership of all the shares of the
General Partners. On November 2, 1997 the Administrative Services Agreement with
Wexford  Management LLC ("Wexford"),  the  administrator  for Presidio,  expired
pursuant to its terms.  Pursuant to that  agreement,  Wexford had  authority  to
designate directors of the General Partners. Effective November 3, 1997, Wexford
and  Presidio  entered into an  Administrative  Services  Agreement  dated as of
November 3, 1997 (the  "ASA").  The ASA provides  that Wexford will  continue to
provide  consulting and  administrative  services to Presidio and its affiliates
for a  term  of six  months.  During  the  quarter  ended  September  30,  1997,
reimburseable expenses to Wexford by the Partnership amounted to $25,500.


The  Partnership  has a property  management  services  agreement with Resources
Supervisory  Management  Corp.  ("Resources  Supervisory"),  an affiliate of the
General Partners, to perform certain functions relating to the management of the
properties of the  Partnership.  A portion of the property  management fees were
paid to unaffiliated  management  companies which are engaged for the purpose of
performing certain of the management  functions for certain properties.  For the
quarters ended September 30, 1997 and 1996,  Resources  Supervisory was entitled
to receive $84,427 and $89,988,  respectively,  of which $75,395 and $67,521 was
paid to unaffiliated management companies, respectively.

For the administration of the Partnership, the Administrative General Partner is
entitled to receive  reimbursement of expenses of a maximum of $200,000 per year
(exclusive of the reimbursement of expenses paid to Wexford). The Administrative
General  Partner was entitled to receive  $50,000 for each of the quarters ended
September 30, 1997 and 1996.

For managing the affairs of the Partnership,  the Administrative General Partner
is entitled to receive an annual partnership asset management fee equal to 1.05%
of the amount of original gross proceeds paid or allocable to the acquisition of
property by the  Partnership.  For each of the quarters ended September 30, 1997
and 1996, the Administrative General Partner was entitled to receive $351,551.

The General  Partners  are  allocated  5% of the net income of the  Partnership,
which amounted to $31,881 and $37,797 for the quarters ended  September 30, 1997
and 1996,  respectively.  They are also entitled to receive 5% of distributions,
which amounted to $38,686 and $19,188 for the quarters ended  September 30, 1997
and 1996, respectively.

During the liquidation stage of the Partnership,  the Investment General Partner
or an affiliate may be entitled to receive certain fees,  which are subordinated
to the limited  partners  receiving their original  invested capital and certain
specified minimum returns on their investment.

From July 1996 through October 1997, Millenium Funding III Corp., a wholly owned
indirect  subsidiary of Presidio,  purchased 9,513 units of the Partnership from
various  limited  partners.   These  units  represent  less  than  1.7%  of  the
outstanding limited partnership units of the Partnership.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                          NOTES TO FINANCIAL STATEMENTS
 
4.    REAL ESTATE

The following table is a summary of the Partnership's real estate as of:
<TABLE>
<CAPTION>
                                       September 30,        December 31,
                                            1997               1996
                                      -------------       --------------
<S>                                   <C>                 <C>
Land                                  $  12,305,557       $   12,305,557
Buildings and improvements               58,612,823           58,172,943
                                      -------------       --------------
                                         70,918,380           70,478,500

Less:  Accumulated depreciation         (21,390,398)         (20,076,515)
                                      --------------      --------------
                                      $  49,527,982       $   50,401,985
                                      =============       ==============
</TABLE>
No write-downs  for impairment were recorded for the nine months ended September
30, 1997 or 1996.

5.    DISTRIBUTIONS PAYABLE
<TABLE>
<CAPTION>
                                                       September 30,  December 31,
                                                           1997           1996
                                                         --------       --------
<S>                                                      <C>            <C>
Limited partners ($1.15 and $.62 per unit) .......       $676,211       $364,566
General partners .................................         38,686         19,188
                                                         --------       --------
                                                         $714,897       $383,754
                                                         ========       ========
</TABLE>
Such  distributions  were paid in the quarters  subsequent to September 30, 1997
and December 31, 1996, respectively.

6.    DUE TO AFFILIATES
<TABLE>
<CAPTION>
                                                         September 30,   December 31,
                                                            1997            1996
                                                          ----------     ----------
<S>                                                       <C>            <C>
Partnership asset management fee ....................     $  351,551     $  351,551
Settlement and litigation cost reimbursement (Note 7)           --          824,511
Property management fee .............................          9,032         99,151
Non-accountable expense reimbursement ...............         50,000         50,000
                                                          ----------     ----------
                                                          $  410,583     $1,325,213
                                                          ==========     ==========
</TABLE>

Such  amounts  were paid in the quarters  subsequent  to September  30, 1997 and
December 31, 1996, respectively.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                          NOTES TO FINANCIAL STATEMENTS

7.    COMMITMENTS AND CONTINGENCIES

On or about May 11,  1993 the  Partnership  was advised of the  existence  of an
action (the "California  Action") in which a complaint (the "HEP Complaint") was
filed in the Superior  Court for the State of  California  for the County of Los
Angeles (the  "Court") on behalf of a purported  class  consisting of all of the
purchasers of limited partnership interests in the Partnership. On April 7, 1994
the  plaintiffs  were granted leave to file an amended  complaint  (the "Amended
Complaint").

On November 30, 1995, after the Court preliminarily approved a settlement of the
California Action but ultimately  declined to grant final approval and after the
Court granted  motions to  intervene,  the original and  Intervening  Plaintiffs
filed a Consolidated  Class and Derivative  Action Complaint (the  "Consolidated
Complaint")  against the  Administrative  and Investment  General Partners,  the
managing  general partner of HEP-85,  the managing general partner of HEP-88 and
the  indirect  corporate  parent  of  the  General  Partners.  The  Consolidated
Complaint  alleged  various  state law class and  derivative  claims,  including
claims for breach of fiduciary duties; breach of contract; unfair and fraudulent
business  practices under  California Bus. & Prof. Code Sec. 17200;  negligence;
dissolution,    accounting    and    receivership;    fraud;    and    negligent
misrepresentation.  The Consolidated Complaint alleged, among other things, that
the general  partners  caused a waste of HEP  Partnership  assets by  collecting
management  fees in lieu of  pursuing a strategy  to  maximize  the value of the
investments  owned by the limited  partners;  that the general partners breached
their duty of loyalty  and due care to the  limited  partners  by  expropriating
management fees from the partnerships without trying to run the HEP Partnerships
for the  purposes  for which they are  intended;  that the general  partners are
acting improperly to enrich themselves in their position of control over the HEP
Partnerships and that their actions prevent non-affiliated  entities from making
and completing tender offers to purchase HEP Partnership Units; that by refusing
to seek the sale of the HEP Partnerships' properties,  the general partners have
diminished the value of the limited  partners'  equity in the HEP  Partnerships;
that the general  partners  have taken a heavily  overvalued  partnership  asset
management  fee;  and that  limited  partnership  units  were sold and  marketed
through the use of false and misleading statements.

On February 24, 1997, after the Court again preliminarily  approved a settlement
of the California Action but again ultimately  declined to grant final approval,
the Court  recused  itself from  considering a motion to intervene and to file a
new complaint in intervention by two of the objectors to the Revised Settlement,
granted the request of one plaintiffs' law firm to withdraw as class counsel and
scheduled future hearings on various matters.

Thereafter,  the  Intervening  Plaintiffs  filed  and then  revised  an  Amended
Consolidated  Class Action and Derivative  Action  Complaint (the Second Amended
Consolidated   Complaint)   which  asserts  many  of  the  same  claims  as  the
Consolidated   Complaint,   eliminates   certain  legal  infirmities  from  that
Consolidated  Complaint,  and presents more  detailed  factual  allegations.  In
particular,  that  pleading  no longer  asserts  claims  of fraud and  negligent
misrepresentation.  The  General  Partners  believed  that  the  Second  Amended
Consolidated Complaint continued to be subject to challenge on legal grounds and
filed  demurrers and a motion to strike.  On October 7, 1997,  the Court granted
substantial portions of these motions.  Thereafter,  the General Partners served
answers denying the allegations and asserting numerous affirmative defenses.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                          NOTES TO FINANCIAL STATEMENTS

7.    COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Limited  Partnership  Agreement provides for  indemnification of the General
Partners and their  affiliates in certain  circumstances.  The  Partnership  has
agreed to reimburse  the General  Partners  for their  actual costs  incurred in
defending  this  litigation  and the costs of  preparing  settlement  materials.
Through  December 31, 1996,  the General  Partners had billed the  Partnership a
total of $824,511 for these costs which was paid in February 1997.

The  General   Partners  believe  that  each  of  the  claims  asserted  in  the
Consolidated Complaint are meritless and intend to continue to vigorously defend
the California Action. It is impossible at this time to predict what the defense
of the California  Action will cost, the Partnership's  financial  exposure as a
result of the  indemnification  agreement discussed above, and whether the costs
of defending could adversely  affect the Managing General  Partner's  ability to
perform its obligations to the Partnership.

8.    SUBSEQUENT EVENT

In October 1997, the  Partnership  sold the 230 East Ohio Street  property to an
existing  tenant in the building.  The sales price of  $2,800,000  resulted in a
gain of approximately $1,100,000 recorded during the fourth quarter of 1997.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Working  capital  reserves are temporarily  invested in short-term  money market
instruments  and  together  with cash flow from  operations,  are expected to be
sufficient to fund future capital improvements to the Partnership's  properties.
As  of  September  30,  1997,  total  working  capital   reserves   amounted  to
approximately $5,179,000.  The Partnership intends to distribute to its partners
less  than all of its  future  cash  flow  from  operations  in order to  assure
adequate reserves for capital improvements and lease procurement costs.

During the nine months  ended  September  30,  1997,  cash and cash  equivalents
increased  $355,009 as a result of net cash  provided by operations in excess of
capital  expenditures and distributions to partners.  The Partnership's  primary
source of funds is cash flow from the operation of its  properties,  principally
rents  received from tenants,  which  amounted to $2,246,344 for the nine months
ended September 30, 1997. The Partnership used $439,879 for capital expenditures
related to capital and tenant  improvements to the properties and $1,451,456 for
distributions to partners during the nine months ended September 30, 1997.

In October  1997,  the  Partnership  sold the 230 East Ohio Street  property for
$2,800,000 in cash.  Management is currently  evaluating the effect of this sale
on the fourth quarter  distribution to limited partners.  During the nine months
ended  September  30,  1997,  the  Partnership's  negative  cash  flow from this
property was approximately $261,000.

The  Partnership  expects to continue to utilize a portion of its cash flow from
operations to pay for various capital and tenant  improvements to the properties
and leasing commissions, the amount of which cannot be predicted with certainty.
Capital and tenant improvements and leasing commissions may in the future exceed
the  Partnership's  cash flow from  operations.  In that event,  the Partnership
would  utilize  the  remaining  working  capital  reserves  or sell  one or more
properties.  Except as discussed herein,  management is not aware of any trends,
events,  commitments,  or uncertainties  that will have a significant  impact on
liquidity.

RESULTS OF OPERATIONS

The Partnership  experienced a slight increase in net income for the nine months
ended  September 30, 1997  compared to the same period in 1996  primarily due to
lower costs and expenses and higher interest income in 1997, partially offset by
lower  revenues.  The  Partnership  experienced a decrease in net income for the
three  months  ended  September  30,  1997  compared to the same period in 1996,
primarily due to lower rental revenues,  partially offset by a decrease in costs
and expenses and higher interest income.

Rental revenues  decreased during both the nine and three months ended September
30,  1997 at Melrose I and 230 East Ohio due to  certain  tenants  vacating  the
premises in late 1996 and early 1997.  The  decrease  for the nine months  ended
September 30, 1997 was partially  offset by an increase in rental revenue at 568
Broadway  and  Commonwealth  due to higher  rental  rates and  occupancy  rates,
respectively,  as lease renewals and new leases were executed in the second half
of 1996 and in early 1997.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Costs and expenses  decreased  during the nine and three months ended  September
30, 1997  compared to the same periods in 1996,  primarily  due to a decrease in
operating  expenses.  This  decrease  was  partially  offset by an  increase  in
administrative  expenses for the nine months ended September 30, 1997. Operating
expenses  decreased  during both the nine and three months ended  September  30,
1997 due to  decreases  in bad debt  expenses  and real estate  taxes at certain
properties.  Bad debt expenses  decreased in the current periods at Commonwealth
and  Melrose  I  because  certain  tenants  vacated  in 1996 at  which  time the
receivables  deemed  to be  uncollectible  were  written  off.  No such bad debt
expenses were incurred in the current period. Real estate taxes decreased in the
current periods as tax appeals  resulted in lower assessed values and lower real
estate taxes at Melrose I and certain other properties.  Administrative expenses
for the nine months  ended  September  30, 1997  increased  compared to the same
period in 1996 due to higher  legal  and  accounting  fees  related  to  ongoing
litigation.

Interest income  increased  during the nine and three months ended September 30,
1997 as compared to the same periods in 1996 due to higher cash balances.  Other
income  decreased during both the nine and three months ended September 30, 1997
compared  to the same  periods in 1996 due to fewer  investor  transfers,  which
result in transfers fees received by the Partnership.

Inflation  is not  expected  to  have a  material  impact  on the  Partnership's
operations or financial position.

Legal Proceedings

The  Partnership is a party to certain  litigation.  See Note 7 to the financial
statements for a description thereof.
<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997



                          PART II. - OTHER INFORMATION

Item 1 - Legal Proceedings

         (a)      See   Management's   Discussion   and  Analysis  of  Financial
                  Condition  and Results of  Operations  and Notes to  Financial
                  Statements - Note 7 which is herein incorporated by reference.


Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits: There were no exhibits filed

         (b)      Reports on Form 8-K:  

                  Current Report on Form 8-K dated August 7, 1997 Current Report
                  on Form 8-K dated September 19, 1997




<PAGE>
         HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - SEPTEMBER 30, 1997


                                   SIGNATURES

  Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          High Equity Partners L.P. - Series 86


                                          By:   Resources Capital Corp.,
                                                Administrative General Partner




  Dated: November  14, 1997               By:   /S/  Richard Sabella
                                                --------------------
                                                Richard Sabella
                                                President
                                                (Duly Authorized Officer)








  Dated: November 14, 1997                By:   /S/  Kevin Reardon
                                                ------------------
                                                Kevin Reardon
                                                Vice President, Secretary
                                                and Treasurer
                                                (Principal Financial and
                                                Accounting Officer)




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements  of the  September  30,  1997  Form  10-Q  of  High  Equity  Partners
L.P.-Series  86 and is qualified in its entirety by reference to such  financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       7,764,587
<SECURITIES>                                         0
<RECEIVABLES>                                  290,756
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              61,615,257
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  58,376,407
<TOTAL-LIABILITY-AND-EQUITY>                61,615,257
<SALES>                                              0
<TOTAL-REVENUES>                             8,639,433
<CGS>                                                0
<TOTAL-COSTS>                                3,496,351
<OTHER-EXPENSES>                             3,448,252
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,019,789
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          2,019,789
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,019,789
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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