HIGH EQUITY PARTNERS L P SERIES 86
10-Q, 2000-05-15
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 March 31, 2000

                         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.)

               5 Cambridge Center, 9th Floor, Cambridge, MA 02142
                    (Address of principal executive offices)

                                 (617) 234-3000
              (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, 2000

                                      INDEX

                                                                            Page
                                                                            ----
Part I.  Financial Information
Item I.  Financial Statements

         Balance Sheets - March 31, 2000 and December 31, 1999 ..............  1

         Statements of Operations - Three Months Ended
         March 31, 2000 and 1999 ............................................  2

         Statement of Partners' Equity - Three Months Ended March 31, 2000 ..  3

         Statements of Cash Flows - Three Months Ended
         March 31, 2000 and 1999 ............................................  4

         Notes to Financial Statements ......................................  5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ................................ 11

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ......... 13

Part II. Other Information:

         Exhibits and Reports on Form 8-K ................................... 14

Signatures .................................................................. 15
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                                 BALANCE SHEETS

                                             March 31, 2000   December 31, 1998
                                             --------------   -----------------
ASSETS

Real estate -- net                             $46,878,062       $47,277,773
Cash and cash equivalents                       13,665,535        12,675,936
Other assets                                     3,393,517         3,381,222
Receivables - net                                   76,546            78,570
                                               -----------       -----------

                                               $64,013,660       $63,413,501
                                               ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses          $ 1,711,951       $ 1,774,695
Due to affiliates                                  276,282           466,528
                                               -----------       -----------

                                                 1,988,233         2,241,223
                                               -----------       -----------

Commitments and contingencies (Note 6 and 7)

PARTNERS' EQUITY:

Limited partners' equity (588,010 units
   issued and outstanding)                      58,923,210        58,112,718
General partners' equity                         3,102,217         3,059,560
                                               -----------       -----------

                                                62,025,427        61,172,278
                                               -----------       -----------

                                               $64,013,660       $63,413,501
                                               ===========       ===========

                       See notes to financial statements.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                            STATEMENTS OF OPERATIONS

                                                         For the Three Months
                                                            Ended March 31,
                                                       -------------------------
                                                          2000          1999
                                                          ----          ----

Rental Revenue                                         $2,916,165     $3,024,622
                                                       ----------     ----------

Costs and Expenses:

   Operating expenses                                   1,028,854        984,680
   Depreciation and amortization                          551,425        514,576
   Partnership asset management fee                       216,077        321,358
   Administrative expenses                                314,306        719,186
   Property management fee                                102,131         99,331
                                                       ----------     ----------
                                                        2,212,793      2,639,131
                                                       ----------     ----------

Income before interest and other income                   703,372        385,491

   Interest income                                        149,777        105,669
   Other income                                                --         78,200
                                                       ----------     ----------

Net income                                             $  853,149     $  569,360
                                                       ==========     ==========

Net income attributable to:

   Limited partners                                    $  810,492     $  540,892
   General partners                                        42,657         28,468
                                                       ----------     ----------

Net income                                             $  853,149     $  569,360
                                                       ==========     ==========

Net income per unit of limited partnership
   interest (588,010 units outstanding)                $     1.38     $     0.92
                                                       ==========     ==========

                       See notes to financial statements.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          STATEMENT OF PARTNERS' EQUITY

                                           General       Limited
                                          Partners'     Partners'
                                           Equity         Equity        Total
                                           ------         ------        -----

Balance, January 1, 2000                 $ 3,059,560   $58,112,718   $61,172,278

Net income for the three months
   ended March 31, 2000                       42,657       810,492       853,149
                                         -----------   -----------   -----------

Balance, March 31, 2000                  $ 3,102,217   $58,923,210   $62,025,427
                                         ===========   ===========   ===========

                       See notes to financial statements.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                            STATEMENTS OF CASH FLOWS

                                                    For the Three Months Ended
                                                            March 31,
                                                   ----------------------------
                                                       2000            1999
                                                       ----            ----

Cash Flows From Operating Activities:

   Net income                                      $    853,149    $    569,360
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                     551,425         514,576
      Straight line adjustment for stepped
        lease rentals                                     8,947         (25,041)
   Changes in asset and liabilities:
      Accounts payable and accrued expenses             (62,744)        605,601
      Due to affiliates                                (190,246)        (93,167)
      Receivables                                         2,024        (107,776)
      Other assets                                      (96,502)        (24,654)
                                                   ------------    ------------

   Net cash provided by operating activities          1,066,053       1,438,899
                                                   ------------    ------------

Cash Flows From Investing Activities:

   Improvements to real estate                          (76,454)       (121,628)
                                                   ------------    ------------

Cash Flows From Financing Activities:

   Distributions to partners                                 --        (711,801)
                                                   ------------    ------------

Increase in Cash and Cash Equivalents                   989,599         605,470

Cash and Cash Equivalents, Beginning of Year         12,675,936      10,220,165
                                                   ------------    ------------

Cash and Cash Equivalents, End of Quarter          $ 13,665,535    $ 10,825,635
                                                   ============    ============

                       See notes to financial statements.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          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, 1999.

      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. Results of operations for the three months
      ended March 31, 2000 are not necessarily indicative of the results to be
      expected for the entire year.

2.    SIGNIFICANT ACCOUNTING POLICIES

      Investment in Joint Ventures

      Certain properties were purchased in joint ventures ownership with
      affiliated partnership that have the same, or affiliated general partners
      as the Partnership. The Partnership owns an undivided interest and is
      severally liable for indebtedness it incurs in connection with its
      ownership interest in those properties. Therefore, the Partnership is
      financial statements present the assets, liabilities, revenues and
      expenses of the joint venture on a pro rata basis in accordance with the
      Partnerships percentage of ownership.

      Real Estate

      Real Estate is carried at cost, net of adjustments for impairment. Repairs
      and maintenance are charged to expense as incurred. Replacement and
      betterments are capitalized. 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.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          NOTES TO FINANCIAL STATEMENTS

2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Real Estate (continued)

      Because the expected 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.

3.    RELATED PARTY TRANSACTION

      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 (and affiliated with
      other entities) 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.
      Subject to the right of the limited partners under the Limited Partnership
      Agreement, Presidio controls the Partnership through its indirect
      ownership of the General Partners. Effective July 31, 1998, Presidio is
      indirectly controlled by NorthStar Capital Investment Corp., a Maryland
      corporation.

      From August 28, 1997 to October 21, 1999, Presidio was party to a
      management agreement with NorthStar Presidio Management Company LLC
      ("NorthStar Presidio"), an affiliate of NorthStar Capital Investment
      Corp., pursuant to which NorthStar Presidio provided the day-to-day
      management of Presidio and its direct and indirect subsidiaries and
      affiliates, including the Partnership. For the three months ended March
      31, 1999, reimbursable expenses incurred by NorthStar Presidio related to
      the Partnership amounted to approximately $25,500. Effective October 21,
      1999 Presidio entered into a service agreement with AP-PCC III, L.P. (the
      "Agent") pursuant to which the Agent was retained to provide asset
      management and investor relation services to the Partnership and other
      entities affiliated with the Partnership.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          NOTES TO FINANCIAL STATEMENTS

3.    RELATED PARTY TRANSACTIONS (CONTINUED)

      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, 2000 and 1999, Resources Supervisory was
      entitled to receive $102,131 and $99,331, respectively, of which $91,926
      and $84,650 was paid to unaffiliated management companies, respectively
      for property management services and the balance was retained by Resources
      Supervisory.

      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 received $50,000 for
      each of the quarters ended March 31, 2000 and 1999.

      For managing the affairs of the Partnership, the Managing General Partner
      is also entitled to receive an annual partnership management fee. Pursuant
      to the amendment to the Partnership Agreement, which became effective on
      August 20, 1999, the annual partnership management fee for 1999 was
      reduced to $973,293. Further, the Partnership Agreement was amended (for
      the year 2000 and beyond) so that the partnership management fee will be
      1.25% of the Gross Asset Value of the Partnership, defined as the
      appraised value of all the assets of the Partnership based on the most
      recent appraisal. For the quarters ended March 31, 2000 and 1999 the
      Managing General Partner earned $216,077 and $321,358, respectively.

      The General Partners are allocated 5% of the net income of the Partnership
      which amounted to $42,657 and $28,468 for the quarters ended March 31,
      2000 and 1999, respectively. They are also entitled to receive 5% of
      distributions, which amounted to $35,590 for the quarter ended March 31,
      1999.

      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 March 12, 1998, Millennium Funding III Corp., a
      wholly owned indirect subsidiary of Presidio, purchased 45,320 units of
      the Partnership from various limited partners.

      In connection with a tender offer for units of the Partnership made on
      March 12, 1998 (the "Offer") by Olympia Investors, L.P. ("Olympia"),
      Olympia and Presidio entered into an agreement dated March 6, 1998 (the
      "Agreement"). Subsequent to the expiration of the offer, Olympia announced
      that it had accepted for payment 32,750 units properly tendered pursuant
      to the Offer. Pursuant to the Agreement,
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          NOTES TO FINANCIAL STATEMENTS

3.    RELATED PARTY TRANSACTIONS (CONTINUED)

      Presidio purchased 50% of those units owned by Olympia as a result of the
      Offer, or 16,375 units, for $91.73 per unit. In addition, Olympia has the
      right to cause Presidio to purchase its remaining units for a price based
      on procedures set forth in the agreement. Olympia purported to exercise
      this right subsequent to quarter end.

      Subsequent to the expiration of the tender offer described above,
      Millennium Funding III Corp. purchased an additional 17,471 limited
      partnership units from August 1998 through May 1999. The total number of
      units purchased by Millennium Funding III Corp. represents approximately
      13.5% of the outstanding limited partnership units of the Partnership.

      Pursuant to the settlement of class action lawsuit (see Note 7), Millenium
      Funding III LLC, a wholly owned subsidiary of Presidio completed a tender
      offer in January 2000, purchasing approximately 6.7% or 39,596 limited
      partnership units for $103.05 per unit or $4,080,368 in total. As a result
      of these purchases as well as the other purchases of units by the
      affiliates of the General Partners, affiliates of the General Partner own
      139,649 units representing approximately 23.75% of the total outstanding
      units.

4.    REAL ESTATE

      The following table is a summary of the Partnership's real estate as of:

                                          March 31, 2000   December 31, 1999
                                          --------------   -----------------

      Land                                 $ 11,669,652      $ 11,669,652
      Buildings and improvements             59,620,738        59,545,284
                                           ------------      ------------

                                             71,290,390        71,214,936

      Less:  Accumulated depreciation       (24,412,328)      (23,933,163)
                                           ------------      ------------

                                           $ 46,878,062      $ 47,277,773
                                           ============      ============

5.    DUE TO AFFILIATES

                                              March 31, 2000  December 31, 1999
                                              --------------  -----------------

      Partnership asset management fee           $216,077         $330,577
      Property asset management fee                10,205           35,951
      Non-accountable expense reimbursement        50,000          100,000
                                                 --------         --------

                                                 $276,282         $466,528
                                                 ========         ========

      Such amounts were paid in the subsequent quarters.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          NOTES TO FINANCIAL STATEMENTS

6.    COMMITMENTS AND CONTINGENCIES

a)    568 Broadway Joint Venture is currently involved in litigation with a
      number of present or former tenants who are in default on their lease
      obligations. Several of these tenants have asserted claims or counter
      claims seeking monetary damages. The plaintiffs' allegations include but
      are not limited to claims for breach of contract, failure to provide
      certain services, overcharging of expenses and loss of profits and income.
      These suits seek total damages of in excess of $20 million plus additional
      damages of an indeterminate amount. The Broadway Joint Venture's action
      for rent against Solo Press was tried in 1992 and resulted in a judgement
      in favor of the Broadway Joint Venture for rent owed. The Partnership
      believes this will result in dismissal of the action brought by Solo Press
      against the Broadway Joint Venture. Since the facts of the other actions
      which involve material claims or counterclaims are substantially similar,
      the partnership believes that the Broadway Joint Venture will prevail in
      those actions as well.

b)    A former retail tenant of 568 Broadway (Galix Shops, Inc.) and a related
      corporation which is a retail tenant of a building adjacent to 568
      Broadway filed a lawsuit in the Supreme Court of the State of New York,
      County of New York, against the Broadway Joint Venture which owns 568
      Broadway. The action was filed on April 13, 1994. The plaintiffs allege
      that by erecting a sidewalk shed in 1991, 568 Broadway deprived plaintiffs
      of light, air and visibility to their customers. The sidewalk shed was
      erected, as required by local law, in connection with the inspection and
      restoration of the 568 Broadway building facade, which is also required by
      local law. Plaintiffs further alleged that the excavation of the sidewalk
      shed for a continuous period of over two years is unreasonable and
      unjustified and that such conduct by defendants has deprived plaintiffs of
      the use and enjoyment of the property. The suit seeks a judgment requiring
      removal of the sidewalk shed (since removed), compensatory damages of $20
      million, and punitive damages of $10 million. The Partnership believes
      that this suit is meritless and intends to vigorously defend it.

7.    SETTLEMENT OF LAWSUIT

      In April 1999, the California Superior Court approved the terms of the
      settlement of a class action and derivative litigation involving the
      Partnership. Under the terms of the settlement, the General Partners
      agreed to take the actions described below subject to first obtaining the
      consent of limited partners to amendments to the Agreement of Limited
      Partnership of the Partnership summarized below. The settlement became
      effective in August 1999 following approval of the amendments. As amended,
      the Partnership Agreement (a) provides for a Partnership Asset Management
      Fee equal to 1.25% of the Gross Asset Value of the Partnership and a fixed
      1999 Partnership Asset Management Fee of $973,293 or $312,139 less than
      the amount that would have been paid for 1999 under the prior formula and
      (b) fixes the amount that the General Partners will be liable to pay to
      limited partners upon liquidation of the Partnership as repayment of fees
      previously received (the "Fee Give-Back Amount").
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                          NOTES TO FINANCIAL STATEMENTS

7.    SETTLEMENT OF LAWSUIT (CONTINUED)

      As of December 31, 1999, the Fee Give-Back Amount was $4.38 per Unit which
      amount will be reduced by approximately $.49 per Unit for each full
      calendar year after 1999 in which a liquidation does not occur. As
      amended, the Partnership Agreement provides that, upon a reorganization of
      the Partnership into a real estate investment trust or other public
      entity, the General Partners will have no further liability to pay the Fee
      Give-Back Amount. In accordance with the terms of the settlement, Presidio
      Capital Corp., an affiliate of the General Partners, guaranteed payment of
      the Fee Give-Back Amount.

      As required by the settlement, an affiliate of the General Partners,
      Millennium Funding III, LLC, made a tender offer to limited partners to
      acquire up to 39,596 Units (representing approximately 6.7% of the
      outstanding Units) at a price of $103.05 per Unit. The offer closed in
      January 2000 and all 39,596 Units were acquired in the offer.

      The final requirement of the settlement obligated the General Partners to
      use their best efforts to reorganize the Partnership into a real estate
      investment trust or other entity whose shares were listed on a national
      securities exchange or on the NASDAQ National Market System. A
      Registration Statement was filed with the Securities and Exchange
      Commission on February 11, 2000 with respect to the restructuring of the
      Partnership into a publicly-traded real estate investment trust. The
      Registration Statement has not yet become effective and the consent of a
      majority of limited partners will be needed to effect the restructuring.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The matters discussed in this form 10-Q contain certain forward-looking
statements and involve risks uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-Q and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's liquidity, capital resources and results of
operations, including forward looking statements pertaining to such matters,
does not take into account the effects of any changes to the Partnership's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in the report.

Liquidity and Capital Resources

The Partnership had $13,665,535 in cash and cash equivalents at March 31, 2000.
Cash and cash equivalents are temporarily invested in short term instruments and
together with cash flow from operations are expected to be sufficient to fund
future capital improvements to the Partnership's properties.

The Partnership's level of liquidity based upon cash and cash equivalents
increased by $989,599 at March 31, 2000 as compared to December 31, 1999. The
increase in cash and cash equivalents at March 31, 2000 is due to $1,066,053 of
cash provided by operating activities which was partially offset by $76,454 of
cash used for capital expenditures. The Partnership primary source of funds is
cash flow from the operation of its properties, principally rents received from
tenants less property operating expenses. .

The Partnership expects to continue to utilize a portion of its cash flow from
operations and its reserves to pay for various capital and tenant improvements
to its properties and for leasing commissions. Vacancies at Mathew Festival and
Commonwealth are currently being marketed to a variety of potential tenants. The
Partnership is currently funding operating expenses at these locations from cash
reserves. If and when replacement tenants are secured, it is likely that capital
expenditures will be required to fund tenant improvements 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 its 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.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

As discussed in "Item 1. Financial Statements-Note 7", the Partnership entered
into a settlement agreement relating to a class action lawsuit. In light of the
current implementation of the settlement and the filing of the Registration
Statement pursuant to which the General Partners are using their best efforts to
reorganize the Partnership into a real estate investment trust, the General
Partners have suspended any distributions until such reorganization is either
approved or disapproved.

Results of Operations

The Partnership experienced a 48% increase in net income to $853,149 for the
three months ended March 31, 2000 from $569,360 for the three months ended March
31, 1999. The increase in net income is due to a decrease in costs and expenses
and an increase in interest income which more than offset decreases in rental
revenue and other income.

Rental revenues for the three months ended March 31, 2000 decreased to
$2,916,165 or 3.5% from $3,024,622 for the same period in 1999. Rental revenues
decreased primarily due to lower percentage rental income.

Costs and expenses decreased by $426,338 or 16.2% for the three months ended
March 31, 2000 as compared to 1999, primarily due to a decrease in
administrative expenses ($404,880) and partnership asset management fees
($105,281). These decreases were partially offset by an increase in operating
expenses ($44,174), depreciation and amortization ($36,849) and property
management fees ($2,800).

Administrative expenses decreased as legal expenses associated with the class
action litigation were incurred in 1999 with no similar changes in 2000. In
addition, partnership asset management fees decreased for the first quarter of
2000 as compared to the first quarter of 1999. Operating expenses increased due
to higher utility expense and real estate taxes. Depreciation and amortization
expense increased due to real estate improvements in 1999.

Interest income increased during the three months ended March 31, 2000 as
compared to the same period in 1999 due to higher cash balances. Other income
decreased during the three months ended March 31, 2000 due to not receiving any
investor transfer fees.

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

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Partnership is not subject to market risk as its cash and cash
      equivalents are invested in short term money market mutual funds. The
      Partnership has no loans outstanding.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

PART II. OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            27. Financial schedule is filed as an exhibit to this report.

      (a)   Reports on Form 8-K:

No report of Form 8-K was filed during this period.
<PAGE>

                      HIGH EQUITY PARTNERS L.P. - SERIES 86

                           FORM 10-Q - MARCH 31, 2000

                                   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, 2000         By: /s/ Michael L. Ashner
                                ---------------------
                                    Michael L. Ashner
                                    President and Director
                                    (Principal Executive Officer)


Dated: May 12, 2000         By: /s/ Carolyn B. Tiffany
                                ----------------------
                                    Carolyn B. Tiffany
                                    Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


<TABLE> <S> <C>


<ARTICLE>                                                      5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements for the three month period ending March 31, 2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                    1
<CURRENCY>                              U.S. Dollars

<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       DEC-31-2000
<PERIOD-START>                          JAN-01-2000
<PERIOD-END>                            MAR-31-2000
<EXCHANGE-RATE>                                                1
<CASH>                                                13,665,535
<SECURITIES>                                                   0
<RECEIVABLES>                                            453,860
<ALLOWANCES>                                            (377,314)
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                               0
<PP&E>                                                71,290,391
<DEPRECIATION>                                       (24,412,329)
<TOTAL-ASSETS>                                        64,013,660
<CURRENT-LIABILITIES>                                          0
<BONDS>                                                        0
<COMMON>                                                       0
                                          0
                                                    0
<OTHER-SE>                                            62,025,427
<TOTAL-LIABILITY-AND-EQUITY>                          64,013,660
<SALES>                                                        0
<TOTAL-REVENUES>                                       2,916,165
<CGS>                                                          0
<TOTAL-COSTS>                                                  0
<OTHER-EXPENSES>                                       1,898,487
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                          853,149
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                      853,149
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                             853,149
<EPS-BASIC>                                                 1.38
<EPS-DILUTED>                                               1.38



</TABLE>


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