HIGH EQUITY PARTNERS L P SERIES 86
10-Q, 1998-05-15
REAL ESTATE
Previous: AMERICAN INSURED MORTGAGE INVESTORS L P SERIES 86, 10-Q, 1998-05-15
Next: MARKETPLACE INCOME PROPERTIES LIMITED PARTNERSHIP, 10-Q, 1998-05-15



================================================================================
                                  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 March 31, 1998

                         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 - MARCH 31, 1998

                                      INDEX

                                                                               


Part I. Financial Information:

Balance Sheets--March 31, 1998 and December 31, 1997  

Statements of Operations--Three Months Ended March 31, 1998
and 1997  

Statement of Partners' Equity--Three Months Ended March 31, 1998               

Statements of Cash Flows--Three Months Ended March 31, 1998 and 1997           

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 - MARCH 31, 1998

                                 BALANCE SHEETS


                                                    March 31,        December 31,  
                                                       1998              1997
                                                   -----------       -----------
<S>                                                <C>               <C>
ASSETS

Real estate - net...........................       $47,756,778       $48,015,174
Cash and cash equivalents ..................         9,943,139         9,828,701
Other assets ...............................         3,822,717         3,827,957
Receivables ................................           392,465           247,714
                                                   -----------       -----------

                                                   $61,915,099       $61,919,546
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses ......       $ 1,980,622       $ 2,018,260
Distributions payable ......................           711,801           711,801
Due to affiliates ..........................           619,870           699,043
                                                   -----------       -----------

                                                     3,312,293         3,429,104
                                                   -----------       -----------

Commitments and contingencies

PARTNERS' EQUITY:

Limited partners' equity (588,010
     units issued and outstanding) .........        55,671,719        55,564,973
General partners' equity ...................         2,931,087         2,925,469
                                                   -----------       -----------

                                                    58,602,806        58,490,442
                                                   -----------       -----------


                                                   $61,915,099       $61,919,546
                                                   ===========       ===========

</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998


                            STATEMENTS OF OPERATIONS


                                                     For the Three Months Ended
                                                              March 31,
                                                     --------------------------- 
                                                        1998           1997
                                                     ----------       ----------
<S>                                                  <C>              <C>
Rental Revenue ...............................       $2,793,235       $3,097,821
                                                     ----------       ----------

Costs and Expenses:

     Operating expenses ......................          941,269        1,120,568
     Depreciation and amortization ...........          487,806          504,845
     Partnership management fee ..............          321,358          351,551
     Administrative expenses .................          239,955          220,847
     Property management fee .................           82,931           92,826
                                                     ----------       ----------
                                                      2,073,319        2,290,637
                                                     ----------       ----------

Income before interest and other income ......          719,916          807,184

     Interest income .........................          100,499           79,716

     Other income ............................            3,750            8,175
                                                     ----------       ----------

Net income ...................................       $  824,165       $  895,075
                                                     ==========       ==========

Net income attributable to:

     Limited partners ........................       $  782,957       $  850,321

     General partners ........................           41,208           44,754
                                                     ----------       ----------

Net income ...................................       $  824,165       $  895,075
                                                     ==========       ==========

Net income per unit of limited
     partnership interest (588,010 units
     outstanding) ............................       $     1.33       $     1.45
                                                     ==========       ==========


</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
            HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998


                             STATEMENT OF PARTNERS' EQUITY


                                          General        Limited  
                                        Partners'        Partners'
                                          Equity          Equity            Total
                                       -----------      -----------     -----------
<S>                                    <C>              <C>             <C>
Balance, January 1, 1998 .........     $ 2,925,469      $55,564,973     $58,490,442

Net income for the three
months ended March 31, 1998 ......          41,208          782,957         824,165

Distributions as return of
capital for the three months ended
March 31, 1998 ($1.15 per
limited partnership unit) ........         (35,590)        (676,211)       (711,801)
                                       -----------      -----------     -----------

Balance, March 31, 1998 ..........     $ 2,931,087      $55,671,719     $58,602,806
                                       ===========      ===========     ===========
</TABLE>
                       See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
            HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                                 STATEMENTS OF CASH FLOWS


                                                                  For the Three Months 
                                                                     Ended March 31,
                                                             ------------------- -------- 
                                                                  1998            1997
                                                             -----------      -----------
<S>                                                          <C>              <C>
Cash Flows From Operating Activities:

     Net income ........................................     $   824,165      $   895,075
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Depreciation and amortization .................         487,806          504,845
         Straight line adjustment for stepped
           lease rentals ...............................         (19,455)         (41,008)
     Changes in asset and liabilities:
         Accounts payable and accrued expenses .........         (37,638)        (345,992)
         Due to affiliates .............................         (79,173)        (909,036)
         Receivables ...................................        (144,751)         (62,222)
         Other assets ..................................        (108,633)         (85,394)
                                                             -----------      -----------

     Net cash provided by (used in) operating activities         922,321          (43,732)
                                                             -----------      -----------

Cash Flows From Investing Activities:

     Improvements to real estate .......................         (96,082)         (86,797)
                                                             -----------      -----------

Cash Flows From Financing Activities:

     Distributions to partners .........................        (711,801)        (383,754)
                                                             -----------      -----------

Increase (Decrease) in Cash and Cash Equivalents .......         114,438         (514,283)

Cash and Cash Equivalents, Beginning of Year ...........       9,828,701        7,409,578
                                                             -----------      -----------

Cash and Cash Equivalents, End of Quarter ..............     $ 9,943,139      $ 6,895,295
                                                             ===========      ===========
</TABLE>
                        See notes to financial statements

<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          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 for the year ended
December 3l, 1997.

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  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.

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

Results  of  operations  for the  three  months  ended  March  31,  1998 are not
necessarily indicative of the results to be expected for the entire year.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

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
arise between the Partnership and such other businesses.

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 March 31, 1998 and 1997,  Resources  Supervisory  was entitled to
receive $82,932 and $92,826, respectively, of which $68,420 and $78,201 was paid
to unaffiliated management companies.

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.
The  Administrative  General Partner was entitled to receive $50,000 for each of
the quarters ended March 31, 1998 and 1997.

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 March 31, 1998 and
1997, the  Administrative  General Partner was entitled to receive  $321,358 and
$351,551, respectively.

The General  Partners  are  allocated  5% of the net income of the  Partnership,
which  amounted to $41,208 and $44,754 for the quarters ended March 31, 1998 and
1997, respectively. They are also entitled to receive 5% of distributions, which
amounted to $35,590 and $20,734 for the quarters  ended March 31, 1998 and 1997,
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.  All fees received by the General
Partners  are  subject to certain  limitations  as set forth in the  Partnership
Agreement.

From July 1996 through May 1, 1998,  Millenium Funding III Corp., a wholly owned
indirect subsidiary of Presidio,  purchased 45,320 units of the Partnership from
various limited partners which represents  approximately 7.7% of the outstanding
limited partnership units of the Partnership.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

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

Pursuant to an agreement dated as of March 6, 1998 among Presidio, American Real
Estate Holding L.P. and Olympia Investors L.P. (the  "Purchaser"),  on March 12,
1998,  the  Purchaser  commenced  a tender  offer to  purchase  up to 40% of the
outstanding units of limited partnership  interest at a purchase price of $85.00
per unit.

4. REAL ESTATE

The following table is a summary of the Partnership's real estate as of:
<TABLE>
<CAPTION>


                                             March 31,      December 31,  
                                               1998              1997 
                                          ------------      ------------ 
<S>                                       <C>               <C>
      Land ..........................     $ 11,669,652      $ 11,669,652
      Buildings and improvements ....       56,916,727        56,768,084
                                          ------------      ------------

                                            68,586,379        68,437,736

      Less:  Accumulated depreciation      (20,829,601)      (20,422,562)
                                          ------------      ------------

                                          $ 47,756,778      $ 48,015,174
                                          ============      ============
</TABLE>
No write-downs for impairment were recorded for the three months ended March 31,
1998 or 1997.

5. DISTRIBUTIONS PAYABLE
<TABLE>
<CAPTION>
                                                 March 31,      December 31,  
                                                   1998              1997 
                                               ------------      ------------ 
<S>                                             <C>               <C>
          Limited partners ($1.15 per unit)     $676,211          $676,211
          General partners ................       35,590            35,590
                                                --------          --------
                                                $711,801          $711,801
                                                ========          ========
</TABLE>
Such  distributions  were paid in the quarters  subsequent to March 31, 1998 and
December 31, 1997, respectively.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS


6. DUE TO AFFILIATES
<TABLE>
<CAPTION>
                                                              March 31,   December 31,  
                                                                1998         1997 
                                                              --------     -------- 
<S>                                                           <C>          <C>
Partnership asset management fee ........................     $321,358     $321,358
Reorganization and litigation cost reimbursement (Note 7)      234,000      234,000
Property management fee .................................       14,512       93,685
Non-accountable expense reimbursement ...................       50,000       50,000
                                                              --------     --------
                                                              $619,870     $699,043
                                                              ========     ========
</TABLE>
Such amounts were paid in the quarters subsequent to March 31, 1998 and December
31, 1997 respectively.

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
         behalf  of  a  class  consisting  of  all  the  purchasers  of  limited
         partnership  interest in the  Partnership,  Integrated  Resources  High
         Equity  Partners,  Series 85 ("HEP-85") and High Equity Partners L.P. -
         Series 88 ("HEP-88"), which are both affiliated partnerships.

         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
         managing  general  partner  of HEP-85  and  HEP-88  and the  Investment
         General Partner of the Partnership;  the Administrative General Partner
         of the  Partnership  (the  "General  Partners");  a  subsidiary  of the
         indirect  corporate  parent of the General  Partners;  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 the HEP
         partnership assets by collecting  management fees in lieu of pursuing a
         strategy to maximize the value of the investments  owned by the limited
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

7.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

         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 acted
         improperly to enrich  themselves in their  position of control over the
         HEP  partnerships  and  that  their  actions  prevented  non-affiliated
         entities from making and completing  tender offers to purchase units in
         the HEP  partnership;  that by  refusing  to seek  the  sale of the HEP
         partnerships' properties,  the General Partners diminished the value of
         the limited partners' equity in the HEP partnerships;  that the General
         Partners took a heavily  overvalued  partnership  asset management fee;
         and that limited  partnership  units were sold and marketed through the
         use of false and misleading statements.

         The Court entered an order on January 14, 1997 rejecting the settlement
         and  concluding  that there had not been an adequate  showing  that the
         settlement  was fair and  reasonable.  On February 24, 1997,  the Court
         granted the request of one plaintiffs' law firm to withdraw as class
         counsel.  Thereafter,  in June 1997, the plaintiffs again amended their
         complaint  (the  "Second  Amended   Complaint").   The  Second  Amended
         Complaint  asserts  substantially  the same claims as the  Consolidated
         Complaint,  except  that it no longer  contains  causes  of action  for
         fraud,  for  negligent   misrepresentation,   or  for  negligence.  The
         defendants   served  answers  denying  the  allegations  and  asserting
         numerous  affirmative  defenses.  In February 1998, the Court certified
         three plaintiff classes  consisting of the current unit holders in each
         of the three HEP partnerships.  On March 11, 1998, the Court stayed the
         California  Action  temporarily  to  permit  the  parties  to engage in
         renewed settlement discussions.

         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 March 31, 1998,  the General
         Partners had billed the  Partnership  a total of  $1,058,511  for these
         costs, of which $824,511 was paid.

         The General  Partners  believe that each of the claims  asserted in the
         Second  Amended  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.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

7.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

         On February 6,1998,  Everest Investors 8, LLC ("Everest")  commenced an
         action in the Superior  Court of the State of California for the County
         of Los Angeles (Case No. BC 185554),  against,  among  others,  the HEP
         partnerships,   Resources   Pension   Shares   5  LP   (an   affiliated
         partnership), the general partners of each of the partnerships, and DCC
         Securities Corp. In the action,  Everest  alleged,  among other things,
         that the partnerships and the general partners  breached the provisions
         of the  applicable  partnership  agreements  by refusing  to  recognize
         transfers to Everest of limited partnership units purportedly  acquired
         pursuant to tender  offers that had been made by Everest (the  "Everest
         Tender  Units").  Everest  sought  injunctive  relief (a) directing the
         recognition of transfers to Everest of the Everest Tender Units and the
         admission  of Everest as a limited  partner with respect to the Everest
         Tender Units and (b) enjoining the transfer of the Everest Tender Units
         to any either party. Everest seeks damages, including punitive damages,
         for alleged breach of contract, defamation and intentional interference
         with   contractual   relations.   Everest's   motion  for  a  temporary
         restraining  order was  denied  on  February  6,  1998.  A  hearing  on
         Everest's  application for a preliminary  injunction had been scheduled
         for February 26, however, on February 20, 1998, Everest asked the Court
         to take its  application  off calendar.  The defendants  served answers
         denying the allegations and asserting  numerous  affirmative  defenses.
         Merits  discovery  has  commenced.  The  Partnerships  and the  General
         Partners  believe that Everest  claims are without  merit and intend to
         vigorously contest the action.

         On March 27, 1998,  Everest  commenced  an action in the United  States
         District Court for the Central  District of California  against,  among
         others,  the general partners of the HEP  Partnerships.  In the action,
         Everest alleged, among other things, various violations of the Williams
         Act Section 14(d) of the Securities  Exchange Act of 1934 in connection
         with the general partners' refusal to recognize transfers to Everest of
         limited partnership units purportedly  acquired pursuant to the Everest
         tender  offers and the  letters  sent by the  general  partners  to the
         limited partners advising them of the general  partners'  determination
         that the Everest tender offers violated applicable securities laws. The
         general  partners  believe that  Everest's  claim are without merit and
         intend to vigorously contest the action.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998


                     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 March 31, 1998, 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 capitalized lease procurement costs.

During  the  three  months  ended  March  31,  1998,  cash and cash  equivalents
increased  $114,438 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 $922,321 for the three months
ended March 31, 1998.  The  Partnership  used  $96,082 for capital  expenditures
related to capital and tenant  improvements  to the  properties and $711,801 for
distributions to partners during the three months ended March 31, 1998.

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. 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,
reduce distributions, or sell one or more properties. Except as discussed above,
management  is  not  aware  of  any  other  trends,   events,   commitments   or
uncertainties that will have a significant impact on liquidity.

RESULTS OF OPERATIONS

The Partnership  experienced a decrease in net income for the three months ended
March 31,  1998  compared  to the same  period in 1997,  primarily  due to lower
rental revenues, partially offset by a decrease in costs and expenses and higher
interest income.

Rental  revenues  decreased  during the three months ended March 31, 1998 at 230
East Ohio due to the sale of the property in October  1997 and at Sutton  Square
due to lower percentage from certain tenants.

Costs and  expenses  decreased  during the three  months  ended  March 31,  1998
compared to the same  period in 1997  primarily  due to a decrease in  operating
expenses, depreciation and partnership asset and property management fees due to
the sale of 230  East  Ohio,  as  previously  discussed.  These  decreases  were
partially offset by an increase in administrative  expenses for the three months
ended March 31, 1998 due to higher legal and accounting  fees related to ongoing
litigation and the HEP settlement.

Interest  income  increased  during the three  months  ended  March 31,  1998 as
compared to the same periods in 1997 due to higher cash  balances.  Other income
decreased  during the three  months  ended March 31,  1998  compared to the same
periods in 1997 due to fewer investor transfers.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998


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

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 - MARCH 31, 1998

                          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:
                  None




<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - MARCH 31, 1998


                                   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: May 12, 1998                 By:   /S/  Richard Sabella
                                           --------------------
                                           Richard Sabella
                                           President
                                           (Duly Authorized Officer)








 Dated: May 12, 1998                 By:   /S/  Lawrence Schachter
                                           -----------------------
                                           Lawrence Schachter
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements of the March 31, 1998 Form 10-Q of High Equity  Partners  L.P.-Series
86 and is qualified in its entirety by reference to such financial statemens.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       9,943,139
<SECURITIES>                                         0
<RECEIVABLES>                                  392,465
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              61,915,099
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  58,602,806
<TOTAL-LIABILITY-AND-EQUITY>                61,915,099
<SALES>                                              0
<TOTAL-REVENUES>                             2,793,235
<CGS>                                                0
<TOTAL-COSTS>                                  941,269
<OTHER-EXPENSES>                             1,132,050
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                824,165
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            824,165
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   824,165
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
         

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission