HIGH EQUITY PARTNERS L P SERIES 88
10-Q, 1998-08-14
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 June 30, 1998

                         Commission file number 0-16855

                      HIGH EQUITY PARTNERS L.P. - SERIES 88
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                13-3394723
(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 88-FORM 10-Q - JUNE 30, 1998

                                      INDEX



Part I. Financial Information:

Balance Sheets--June 30, 1998 and December 31, 1997              

Statements of Operations--Three and Six Months Ended June 30,
1998 and l997                                                    

Statement of Partners' Equity--Six Months Ended
June 30, 1998                                                    

Statements of Cash Flows-- Six Months Ended
June 30, 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, Exhibits and Reports on Form 8-K              



<PAGE>
<TABLE>
<CAPTION>
         HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                                 BALANCE SHEETS



                                                  June 30, 1998   December 31, 1997
                                                   -----------       -----------
<S>                                                <C>               <C>        
ASSETS

Real estate-net ............................       $47,768,036       $48,282,393
Cash and cash equivalents ..................         6,289,422         6,540,252
Other assets ...............................         1,162,874         1,280,167
Receivables ................................           287,683           194,041
                                                   -----------       -----------

                                                   $55,508,015       $56,296,853
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Distributions payable ......................       $   997,899       $   997,899
Accounts payable and accrued expenses ......           721,098           761,559
Due to affiliates ..........................           287,262           584,780
                                                   -----------       -----------

                                                     2,006,259         2,344,238
                                                   -----------       -----------

Commitments and contingencies

PARTNERS' EQUITY:

Limited partners' equity (371,766
     units issued and outstanding) .........        50,826,648        51,254,962
General partners' equity ...................         2,675,108         2,697,653
                                                   -----------       -----------

                                                    53,501,756        53,952,615
                                                   -----------       -----------

                                                   $55,508,015       $56,296,853
                                                   ===========       ===========


</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                    HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                                       STATEMENTS OF OPERATIONS


                                             For the Three Months Ended      For the Six Months Ended
                                                      June 30,                      June 30,              
                                             --------------------------     -------------------------
                                                 1998           1997           1998           1997
                                              ----------     ----------     ----------     ----------
<S>                                           <C>            <C>            <C>            <C>       
Rental Revenue ..........................     $1,842,936     $3,544,391     $4,048,543     $5,586,244
                                              ----------     ----------     ----------     ----------

Costs and Expenses:

         Operating expenses .............        506,119        489,352        668,798        970,113
         Depreciation and amortization ..        392,683        420,100        785,366        840,200
         Partnership asset management fee        220,101        220,101        440,202        440,202
         Administrative expenses ........        350,923        204,949        686,677        413,716
         Property management fee ........         49,941         69,816        110,769        126,071
                                              ----------     ----------     ----------     ----------

                                               1,519,767      1,404,318      2,691,812      2,790,302
                                              ----------     ----------     ----------     ----------

Income before interest and other income .        323,169      2,140,073      1,356,731      2,795,942

         Interest income ................         95,210         71,773        169,178        133,647

         Other income ...................         18,180          7,415         19,030         13,015
                                              ----------     ----------     ----------     ----------

Net income ..............................     $  436,559     $2,219,261     $1,544,939     $2,942,604
                                              ==========     ==========     ==========     ==========

Net income attributable to:

         Limited partners ...............     $  414,731     $2,108,298     $1,467,692     $2,795,474

         General partners ...............         21,828        110,963         77,247        147,130
                                              ----------     ----------     ----------     ----------

Net income ..............................     $  436,559     $2,219,261     $1,544,939     $2,942,604
                                              ==========     ==========     ==========     ==========

Net income per unit of limited part-
         nership interest (371,766 units   
         Outstanding) ...................     $     1.12     $     5.67     $     3.95     $     7.52
                                              ==========     ==========     ==========     ==========

</TABLE>
  
                                   See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
         HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998


                          STATEMENT OF PARTNERS' EQUITY



                                                      General            Limited 
                                                     Partners'          Partners' 
                                                      Equity              Equity             Total
                                                   ------------       ------------       ------------
<S>                                                <C>                <C>                <C>         
Balance, January 1, 1998 ....................      $  2,697,653       $ 51,254,962       $ 53,952,615

Net income for the six months
ended June 30, 1998 .........................            77,247          1,467,692          1,544,939

Distributions as a return of capital for
the six months ended June 30, 1998
($5.10 per limited partnership unit) ........           (99,792)        (1,896,006)        (1,995,798)
                                                   ------------       ------------       ------------

Balance, June 30, 1998 ......................      $  2,675,108       $ 50,826,648       $ 53,501,756
                                                   ============       ============       ============


</TABLE>
                     See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
              HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                                STATEMENTS OF CASH FLOWS

                                                             For the Six Months Ended
                                                                      June 30,
                                                            -----------------------------
                                                                1998             1997
                                                            ------------     ------------ 
<S>                                                         <C>              <C>        
Cash Flows From Operating Activities:

         Net income ...................................     $ 1,544,939      $ 2,942,604
         Adjustments to reconcile net income
         to net cash provided by operating activities:
                  Depreciation and amortization .......         785,366          840,200
                  Straight line adjustment for stepped
                       lease rentals ..................          52,206           24,418
         Changes in assets and liabilities:
                  Accounts payable and accrued expenses         (40,461)         126,349
                  Receivables .........................         (93,642)         (61,998)
                  Due to affiliates ...................        (297,518)        (840,770)
                  Other assets ........................         (20,668)         (51,847)
                                                            -----------      -----------

         Net cash provided by operating activities ....       1,930,222        2,978,956
                                                            -----------      -----------

Cash Flows From Investing Activities:

         Improvements to real estate ..................        (185,254)          (1,479)
                                                            -----------      -----------

Cash Flows From Financing Activities:

         Distributions to partners ....................      (1,995,798)      (1,482,175)
                                                            -----------      -----------

(Decrease) Increase in Cash and Cash Equivalents ......        (250,830)       1,495,302

Cash and Cash Equivalents, Beginning of Year ..........       6,540,252        5,353,731
                                                            -----------      -----------

Cash and Cash Equivalents, End of Quarter .............     $ 6,289,422      $ 6,849,033
                                                            ===========      ===========
</TABLE>

                       See notes to financial statements
<PAGE>
              HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998
 
                          NOTES TO FINANCIAL STATEMENTS

l.   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, l997.

     The financial  information  contained herein is unaudited;  however, in the
     opinion of management, all adjustments (consisting only of normal recurring
     adjustments)   necessary  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 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,  in subsequent  years 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.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                         NOTES TO FINANCIAL STATEMENTS

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Results  of  operations  for the six  months  ended  June 30,  1998 are not
     necessarily indicative of the results to be expected for the entire year.

3.   CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

     The Managing  General  Partner of the  Partnership,  Resources High Equity,
     Inc., is a wholly-owned subsidiary of Presidio Capital Corp.  ("Presidio").
     Presidio AGP Corp., which is a wholly-owned  subsidiary of Presidio, is the
     Associate General Partner (together with the Managing General Partner,  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.

     Effective as of August 28, 1997,  Presidio has a management  agreement with
     NorthStar  Presidio  Management  Company  LLC  ("NorthStar  Presidio"),  an
     affiliate  of  NorthStar  Capital  Investment  Corp.,  pursuant  to  which,
     NorthStar  Presidio will provide the day-to-day  management of Presidio and
     its direct and indirect  subsidiaries  and  affiliates.  For the six months
     ended June 30, 1998,  reimbursable  expense due NorthStar Presidio amounted
     to $44,700.

     The Partnership has a property management services agreement with Resources
     Supervisory Management Corp. ("Resources Supervisory"), an affiliate of the
     Managing  General  Partner,  to perform certain  functions  relating to the
     management of the properties of the Partnership.  A portion of the property
     management fees are paid to unaffiliated management companies which perform
     certain management functions for certain properties. For the quarters ended
     June 30,  1998 and 1997,  Resources  Supervisory  was  entitled  to receive
     $49,941 and $69,816, respectively, of which $32,780 and $28,029 was paid to
     unaffiliated management companies, respectively, for on-site management and
     the balance was retained by Resources Supervisory.

     For the administration of the Partnership,  the Managing General Partner is
     entitled to receive  reimbursement of expenses of a maximum of $200,000 per
     year.  For each of the quarters  ended June 30, 1998 and 1997, the Managing
     General Partner was entitled to receive $50,000.

     For managing the affairs of the  Partnership,  the Managing 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
     June 30,  1998 and 1997,  the  Managing  General  Partner  was  entitled to
     receive $220,101.

     The General Partners are allocated 5% of the net income of the Partnership,
     which amounted to $21,828 and $110,963 for the quarters ended June 30, 1998
     and  1997,   respectively.   They  are  also  entitled  to  receive  5%  of
     distributions,  which  amounted to $49,896 for each of the  quarters  ended
     June 30, 1998 and 1997, respectively.

     During the  liquidation  stage of the  Partnership,  the  Managing  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.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                          NOTES TO FINANCIAL STATEMENTS

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

     From July 1996 through March 12, 1998, Millenium Funding IV Corp., a wholly
     owned  indirect  subsidiary  of  Presidio,  purchased  47,270  units of the
     Partnership from various limited  partners,  which represent  approximately
     12.7% of the outstanding limited partnership units of the Partnership.

     In connection with a tender offer for units of the  Partnership  made March
     12,  1998 (the  "Offer")  by Olympia  Investors,  L.P.  a Delaware  limited
     partnership  controlled  by Carl Ichan  ("Olympia"),  Olympia and  Presidio
     entered into an agreement,  date March 6, 1998 (the  "Agreement").  On July
     28, 1998,  Olympia  announced that it had accepted for payment 15,826 units
     properly   tendered  pursuant  to  the  Offer.  As  a  consequence  of  the
     Agreemente,  Presidio may be deemed to beneficially  own the units owned by
     Olympia.

4.   REAL ESTATE

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

                                          June 30, 1998        December 31, 1997
                                          ------------            ------------
<S>                                       <C>                     <C>            
       Land .........................     $  8,040,238            $  8,040,238   
       Buildings and improvements ...       53,524,153              53,338,898 
                                          ------------            ------------ 
                                            61,564,391              61,379,136 
       Less: Accumulated depreciation      (13,796,355)            (13,096,743)
                                          ------------            ------------ 
                                          $ 47,768,036            $ 48,282,393 
                                          ============            ============ 
</TABLE>
     No write-downs  for impairment  were recorded for the six months ended June
     30, 1998 or 1997.

5.   DISTRIBUTIONS PAYABLE
<TABLE>
<CAPTION>
                                             June 30, 1998     December 31, 1997
                                             -------------     -----------------
<S>                                           <C>                   <C>  
Limited Partners ($2.55 per unit) ......       $948,003             $948,003       
General Partners .......................         49,896               49,896       
                                               --------             --------       
                                               $997,899             $997,899       
                                               ========             ========       
</TABLE>                                      

                                                                       

     Such  distributions  were paid in the quarters  subsequent to June 30, 1998
     and December 31, 1997, respectively.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                          NOTES TO FINANCIAL STATEMENTS


6.   DUE TO AFFILIATES

<TABLE>
<CAPTION>
                                                           June 30, 1998       December 31, 1997
                                                           -------------       -----------------
<S>                                                          <C>                    <C>      
Partnership asset management fee                             $  220,101             $ 220,101
Reorganization & litigation cost reimbursement (Note 7)              --               215,000
Property management fee                                          17,161                99,679
Non-accountable expense reimbursement                            50,000                50,000
                                                             ----------             ---------       
                                                             $  287,262             $ 584,780
                                                             ==========             =========
</TABLE>
 

Such amounts were paid in the quarters  subsequent to June 30, 1998 and December
31, 1997, respectively.


7.   COMMITMENTS AND CONTINGENCIES

     On or about May 11, 1993 High Equity  Partners L.P. - Series 86 ("HEP-86"),
     an affiliated  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 HEP-86, the Partnership,
     and  Integrated  Resources  High  Equity  Partners,  Series 85  ("HEP-85"),
     another affiliated partnership.

     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 the Partnership and the Investment General Partner of
     HEP-86;  the  Administrative   General  Partner  of  HEP-86  (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
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                          NOTES TO FINANCIAL STATEMENTS

7.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     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 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.  On July 30,  1998,  the Court
     lifted the stay.

     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 June 30,  1998,  the  Partnership  paid the
     General Partners a total of $1,039,511 for these costs.
      
     The General Partners believe that each of the claims asserted in the Second
     Amended  Complaint is 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.

     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
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

                          NOTES TO FINANCIAL STATEMENTS

7.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     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. 

     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. 

     On March 30, 1998, the Partnership commenced an action in the United States
     District  Court for the Southern  District of New York  against  Everest to
     obtain injunctive and declaratory relief with respect to a tender offer for
     limited  partnership units in the Partnership that was commenced by Everest
     on or about March 18, 1998. In the action, the Partnership  alleges that in
     conducting that tender offer,  Everest violated sections 14(d) and 14(e) of
     the  Securities  Exchange Act of 1934 (the  Williams Act) and the rules and
     regulations promulgated thereunder. 

     During the quarter  ended June 30,  1998,  the  litigations  involving  the
     Partnership and Everest were discontinued with prejudice.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 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  instruments and
together  with  operating  cash  flow  are  expected  to be  sufficient  to fund
anticipated capital improvements to the Partnership's properties. As of June 30,
1998, total working capital reserves amounted to approximately  $3,979,000.  The
Partnership  intends to  distribute  to its partners less than all of its future
cash flow from operations in order to assure adequate  working capital  reserves
for capital improvements and capitalized lease procurement costs.

During the six months ended June 30, 1998, cash and cash  equivalents  decreased
$250,830 as a result of capital  expenditures  and  distributions to partners in
excess of cash flows from operations.  The Partnership's primary source of funds
is cash flow from the operation of its properties,  (principally  rents received
from tenants)  which  amounted to  $1,930,222  for the six months ended June 30,
1998. The Partnership used $185,254 for capital  expenditures related to capital
and tenant  improvements to the properties and $1,995,798 for  distributions  to
partners for the six months ended June 30, 1998.

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 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 and six
months ended June 30, 1998 compared to the same periods in 1997 primarily due to
a decrease in rental  revenues.  During the three  months  ended June 30,  1998,
costs and  expenses  increased,  however,  for the entire six month period ended
June 30, 1998,  costs and  expenses  decreased as compared to the same period in
1997.  For the three and six months  ended June 30,  1998,  interest  income and
other income increased as compared to the same periods in the prior year.

Rental revenue  decreased during the three and six months ended June 30, 1998 as
compared to the same periods in the prior year, primarily due to the April, 1997
receipt of $1.5 million pursuant to the bankruptcy settlement of Handy Andy, the
former sole tenant at Melrose II.

Costs and  expenses  increased  during the three  months ended June 30, 1998 and
decreased  during the six months  ended June 30,  1998 as  compared  to the same
periods in 1997. Operating expenses increased slightly during the second quarter
of 1998  compared  to the same  period  in 1997  due to  higher  tenant  related
professional  fees incurred at various  properties.  Operating costs  decreased,
however, during the six months ended June 30, 1998 primarily due to lower repair
and  maintenance  costs at Sunrise due to the receipt of  insurance  proceeds in
February,   1998,  offsetting   previously  incurred  costs.   Depreciation  and
<PAGE>
            HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 1998

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

amortization  expenses  decreased slightly during the three and six months ended
June 30, 1998 as certain  capitalized leasing commissions became fully amortized
during  1998.  Administrative  expenses  increased  for the three and six months
ended June 30, 1998 compared to the same periods in 1997 due to higher legal and
accounting fees related to ongoing  litigation and a possible  reorganization of
the  Partnership.  Property  management fees decreased  during the three and six
months  ended June 30,  1998 due to the  decrease  in  revenues,  as  previously
discussed.

Interest  income  increased due to higher cash balances during the three and six
months ended June 30, 1998 as compared to the same periods in 1997. Other income
increased  during the three and six months  ended June 30,  1998 as  compared to
1997 due to increased ownership transfers.

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  financial
statements for a description thereof.

Forward-looking Statements

When  used  in this  quarterly  report  on  Form  10-Q,  the  words  "believes,"
"anticipates,"  "expects"  and  similar  expressions  are  intended  to identify
forward-looking  statements.  Statements looking forward in time are included in
this  quarterly  report on Form 10-Q pursuant to the "safe harbor"  provision of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  statements  are
subject to certain risks and  uncertainties  which would cause actual results to
differ  materially,   including,   but  not  limited  to,  those  set  forth  in
"management's  discussion  and  analysis of financial  condition  and results of
operations."  Readers  are  cautioned  not to  place  undue  reliance  on  these
forward-looking statements,  which speak only as of the date hereof. The company
undertakes no obligation to publicly revise these forward-looking  statements to
reflect events or  circumstances  occurring  after the date hereof or to reflect
the occurrence of unanticipated events.
<PAGE>
            HIGH EQUITY PARTNERS L.P. - SERIES 88-FORM 10-Q - JUNE 30, 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 88-FORM 10-Q - JUNE 30, 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 88


                                         By:  Resources High Equity, Inc.
                                              Managing General Partner





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




Dated: August 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 June 30, 1998 Form 10-Q  of High Equity  Partners  L.P.-Series
88 and is qualified in its entirety by reference to such financial statemens.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       6,289,422
<SECURITIES>                                         0
<RECEIVABLES>                                  287,262
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              55,508,015
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  53,501,756
<TOTAL-LIABILITY-AND-EQUITY>                55,508,015
<SALES>                                              0
<TOTAL-REVENUES>                             4,048,543
<CGS>                                                0
<TOTAL-COSTS>                                  668,798
<OTHER-EXPENSES>                             2,023,014
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,544,939
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,544,939
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,544,939
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
         

</TABLE>


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