10-K 1 e57373.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-17651 HIGH CASH PARTNERS, L.P. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3347257 -------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Pembroke Companies Inc. 70 East 55th Street 7th Floor New York, New York 10022 ----------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-350-9900 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class registered -------------------------------- ---------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest --------------------------------------- (Title of class) Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] PART I ITEM 1. BUSINESS High Cash Partners, L.P. (the "Partnership") is a Delaware limited partnership formed in 1986 for the primary purpose of investing in, holding, operating and otherwise acting with respect to office buildings, shopping centers and other commercial and industrial properties. In 1989, the Partnership used all the net proceeds from its public offering of units of limited partnership interest ("Units") to acquire Sierra Marketplace, a community retail shopping center completed in October 1988 and situated on 18.67 acres in the southern portion of Reno, Nevada ("Sierra Marketplace" or the "Property.") Sierra Marketplace consists of two main buildings and three "out parcel" structures containing approximately 233,000 square feet of net leasable area. Sierra Marketplace has 34 tenants. Three tenants, Smith's Management Corp., a grocery and drug store, Good Guys, Inc. ("Good Guys"), a consumer electronics store, and Bell Furniture, Inc., a furniture store, accounted for approximately 18%, 19% and 10%, respectively, of the Partnership's total rental income revenues in 2001. The Property is subject to a mortgage which matured on February 28, 2001, the terms of which have been modified, pursuant to a mortgage loan modification agreement (the "Mortgage Loan Modification Agreement") between the Partnership and the mortgagee, Resources Accrued Mortgage Investors 2 L.P. ("RAM 2"). The Mortgage Loan Modification Agreement became effective on January 31, 2001. The mortgage and the Mortgage Loan Modification Agreement are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." Levitz Furniture Corporation ("Levitz") had occupied approximately 53,000 square feet at Sierra Marketplace under a lease that extended through 2008. During 1997, Levitz filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. In November 1997, Levitz vacated its premises, and ceased paying rent under the lease as of April 2, 1998. During 1999, the Partnership entered into a short-term lease on the Levitz space at an annual rent substantially less than under the Levitz lease; this lease is terminable by the Partnership upon written notice to the tenant, in the event the Partnership secures a long-term, creditworthy tenant for the space. The Partnership is continuing to seek such a tenant. In 1999, Good Guys vacated its premises and ceased paying rent under the lease as of December 1, 2000. In April 2001, the Partnership agreed to consent to Good Guys' sublet of its premises; in connection with this agreement Good Guys paid all of its past due rent. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." PROPERTY LOCATION AND COMPETITION The Partnership believes there are approximately 9.3 million square feet of retail space in the Reno area, in a total of 78 regional malls and community, neighborhood and strip centers. Sierra Marketplace is located in the southern section of Reno, which is well developed commercially along major thoroughfares with substantial residential development along secondary streets. The primary trade area is considered affluent to middle class. The competition for tenants (including existing tenants whose leases expire) is strong among existing centers in the vicinity of the Property. In addition, a portion of the land available for development in the immediate geographic vicinity of the Property recently has been developed by centers predominantly occupied by large anchor tenants, which has created additional competition for the Property. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "Real Estate Market." 1 EMPLOYEES The Partnership does not have any employees. Through December 31, 2001, services were performed for the Partnership by Pembroke HCP, LLC, the Partnership's Managing General Partner (the "Managing General Partner"), Pembroke Realty Management LLC ("Pembroke Realty"), an affiliate of the Managing General Partner, and certain other parties that may be deemed to be affiliated with the Managing General Partner. Through December 31, 2000, certain services were performed for Pembroke Realty by Colliers Nevada Management, LLC, an unaffiliated management company ("Colliers"). In connection with its entering into the Mortgage Loan Modification Agreement, the Partnership retained Kestrel Management LP ("Kestrel"), an affiliate of RAM 2, to manage the Property commencing on January 2, 2001. Kestrel has assumed the property management services previously performed by Pembroke Realty and Colliers, pursuant to the terms of a management agreement. In January 2002, responsibility for the management of the Property was assigned by Kestrel to Pelican, LLC, an affiliate of the general partner of RAM 2. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources," Item 10, "Directors and Executive Officers of Registrant," Item 11, "Executive Compensation," Item 12, "Security Ownership of Certain Beneficial Owners and Management," and Item 13, "Certain Relationships and Related Transactions." ITEM 2. PROPERTIES See Item 1, "Business" above. ITEM 3. LEGAL PROCEEDINGS The Partnership is not a party to any material pending legal proceedings, other than ordinary routine litigation incidental to its business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of 2001. 2 PART II ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS There is no established public trading market for the Units, and it is not anticipated that such a market will develop. There are certain restrictions in the Partnership's Partnership Agreement that may limit the ability of a limited partner to transfer Units. Such restrictions could impair the ability of a limited partner to liquidate its investment in the event of an emergency or for any other reason. As of March 15, 2002 there were 1,346 holders of Units, owning an aggregate of 96,472 Units. In May 1999, October 1999, January 2000 and May 2000, the Partnership paid cash distributions of approximately $4,100,000, $700,000, $700,000 and $750,000, respectively, or $42.07, $7.18 $7.18, and $7.70 per Unit, respectively, to Unitholders of record on May 11, 1999, October 20, 1999, January 1, 2000 and May 30, 2000, respectively. There were no distributions made to Unitholders during 2001. There are no material legal restrictions on distributions in the Partnership's Partnership Agreement. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources," for a discussion of financial conditions and the terms of the Mortgage Loan Modification Agreement restricting the Partnership's ability to make distributions. ITEM 6. SELECTED FINANCIAL DATA

----------------- (1) Net loss for 1997 includes a write-down for impairment of $(6,475,500), or $(66.45) per Unit. (2) Based upon the weighted average number of Units outstanding. (3) Consists of the principal amount of the RAM 2 loan plus deferred interest on that loan, which are due on or before March 1, 2003, and are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." 1 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership uses undistributed cash flow from operations, which excludes cash held by the Property Manager, as its primary measure of liquidity. At December 31, 2001, working capital reserves amounted to approximately $1,214,000, which does not include any amount which may be currently payable under the Partnership's mortgage loan (the "Mortgage Loan") payable to RAM 2 or deferred interest thereon, which are due on or before March 1, 2003. Such reserves may be used to fund operating expenses of the Partnership, capital expenditures, insurance, real estate taxes and loan payments. All expenditures during 2001 were funded from cash flow from operations. At December 31, 2001, the total amount outstanding on the Mortgage Loan was $26,191,497, which included deferred interest of $19,691,497. The scheduled maturity date of the Mortgage Loan was originally February 28, 2001, at which time the total amount outstanding on the mortgage was approximately $25,000,000. Because the Partnership believed that it would be unable either to repay or refinance the Mortgage Loan at that time, the Managing General Partner negotiated and caused the Partnership to enter into the Mortgage Loan Modification Agreement with RAM 2 in order to effect a modification of the Mortgage Loan and prevent the immediate foreclosure of the Mortgage Loan and the consequent loss of the Property. The Mortgage Loan Modification Agreement became effective on January 31, 2001. Pursuant to the Mortgage Loan Modification Agreement, RAM 2 has agreed to forbear for not less than one year and up to two years in the exercise of its rights and remedies under the Mortgage Loan triggered by the Partnership's failure to repay fully all amounts due and payable thereunder at maturity. Under the Mortgage Loan Modification Agreement, the deed to the Property, along with a bill of sale, assignment of leases and other conveyance documents (the "Conveyance Documents") have been placed in escrow with counsel to RAM 2. The Conveyance Documents will not be released to RAM 2 until the earliest to occur of (such date referred to herein as the "Extended Maturity Date"): (i) any date on which any action taken or omitted to be taken by the Partnership in bad faith, intended to hinder or impede RAM 2's exercise of its rights or remedies under the terms of the Mortgage Loan Modification Agreement, remains uncured for more than 10 days after notice of same from RAM 2; (ii) any date on or after March 1, 2002, upon the closing date of the sale or other conveyance of the Property (a) if RAM 2 identifies a bona fide third party purchaser to acquire the Property or (b) for any other reason deemed reasonably necessary by RAM 2 to avoid a material economic disadvantage to it; and (iii) March 1, 2003. Unless the Partnership is able to arrange alternate financing, of which there is no guarantee, the Conveyance Documents will be released to RAM 2 on or before March 1, 2003, at and after which the Partnership will no longer have any interest in the Property, but there can be no assurance that RAM 2 will not foreclose earlier under the other terms of the Conveyance Documents, as set forth above. The Mortgage Loan Modification Agreement further provides that 100% of the net operating income generated by the Property allocable to the period ending February 28, 2001, the original maturity date of the Mortgage Loan, will be retained by the Partnership. During 2001, the Partnership retained $451,000 of net income allocable to the period ended February 28, 2001. From and after March 1, 2001 until such time as the Conveyance Documents have been released, the Partnership will be entitled to receive $100,000 per annum pro-rated monthly and paid monthly to the extent cash flow permits and RAM 2 will 2 be entitled to receive the balance of the net operating income generated by the Property to be applied to current interest and the outstanding principal and deferred interest on the Mortgage Loan. For the ten months ended December 31, 2001, the Partnership received approximately $83,000, and RAM 2 received approximately $1,182,000, of net operating income generated by the Property, which was utilized to pay interest on the Mortgage Loan. Under the terms of the Mortgage Loan Modification Agreement, RAM 2 has agreed to release the Partnership and its affiliates from all claims for principal or interest due under the Mortgage Loan effective on the date that the Conveyance Documents are released to RAM 2 or such other party as agreed to by RAM 2. Such release will be effective provided that the Partnership (i) does not become the subject of any bankruptcy proceeding on or before one year from the date of release of the Conveyance Documents and (ii) has not perpetrated any fraud upon RAM 2. In addition, the Partnership became entitled to a refund of expenses previously paid by it, to the extent that such expenses related to any time period subsequent to February 28, 2001. During 2001, the Partnership received a refund of approximately $25,000 for expenses previously paid by it. From and after February 28, 2001, the Partnership has used its cash flow and cash reserves to fund the payment of Partnership fees and expenses. To the extent not used to pay Partnership fees and expenses, these funds will be available for distribution to the Limited Partners. However, there can be no assurance that the Partnership will have excess cash available, or that future distributions will be made to the Limited Partners. At December 31, 2001, the Partnership had cash and cash equivalents of $1,100,234. Under the terms of the Mortgage Loan, the Partnership was obligated to provide RAM 2 with a current appraisal of the Property upon RAM 2's request. If it was determined, based upon the requested appraisal, that the sum of (i) the principal balance of the Mortgage Loan plus all other then outstanding indebtedness secured by the Property and (ii) all accrued and unpaid interest on the Mortgage Loan calculated at a rate of 6.22% per annum compounded monthly through the date of such appraisal (that sum, the "Measurement Amount"), exceeded 85% of the appraised value of the Property, an amount equal to such excess (the "Excess Payment") would become immediately due and payable to RAM 2. Any amount so paid by the Partnership would be applied first against accrued and unpaid interest on the Mortgage Loan, and the balance, if any, against the principal thereof. In accordance with the terms of the Mortgage Loan Modification Agreement, RAM 2 was entitled to request an appraisal of the Property; however, if such appraisal indicated that no Excess Payment was due, RAM 2 would have no further appraisal rights. RAM 2 requested that the Property be appraised by Greenwich Realty Advisors, a real estate appraisal firm unaffiliated with the Partnership, the Managing General Partner or RAM 2. The appraisal, which was performed as of March 1, 2001, indicated a fair market value of $20 million for the Property. As of March 1, 2001 the Measurement Amount was $13,684,645. Because the Measurement Amount did not exceed 85% of the appraised value of the Property on that date, no Excess Payment was or is payable to RAM 2. Consequently, under the terms of the Mortgage Loan Modification Agreement, RAM 2 has no further appraisal right thereunder. Under the Mortgage Loan Modification Agreement, the Partnership will retain its interest in the Property until and unless the Conveyance Documents are released to RAM 2 in accordance with the terms thereof. In addition, prior to March 1, 2003, until RAM 2 notifies the Partnership that it has entered into a contract to sell or convey the Property, the Partnership has the right to satisfy the Mortgage Loan for an amount equal to the sum of (x) the then unpaid principal balance of the Mortgage Loan, and all accrued interest thereon and other charges due thereunder and (y) 66% of the value of the Property in excess of the amount described in clause (x) above, as additional interest on the Mortgage Loan. If the Mortgage Loan is satisfied, the Conveyance Documents will be returned to the Partnership. The accompanying financial statements have been prepared on the assumption that the Partnership will continue as a going concern. However, if the Partnership is unable to refinance or otherwise restructure this outstanding indebtedness prior to the Extended Maturity Date of March 1, 2003, the Partnership will lose its entire interest in its property. These circumstances raise substantial doubt as to the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 3 In connection with the Partnership's entering into the Mortgage Loan Modification Agreement, Lawrence J. Cohen, the sole shareholder and director of Pembroke Companies Inc., which is the sole member and the manager of the Managing General Partner, has executed an unconditional limited guaranty of payment in the amount of the principal balance of the Mortgage Loan, all accrued and unpaid interest thereon and all other charges due thereunder, that will be effective only if Mr. Cohen or his affiliates cause the Partnership to file for bankruptcy or to commence a civil action seeking to hinder, impede or delay RAM 2's exercise of any right or remedy available to it. Until November 1997, Levitz had occupied approximately 23% of the Property (i.e., approximately 53,000 out of approximately 233,000 square feet of net leasable area). In November 1997, Levitz, which had filed for protection under Chapter 11 of the Bankruptcy Code, vacated its space. Levitz ceased paying rent to the Partnership as of April 2, 1998. The Partnership pursued a claim in the Levitz bankruptcy proceedings and was awarded a general unsecured claim and an administrative expense claim in 2001. The Company is currently attempting to collect such claims, though there can be no assurance that it will be able to do so. In 1999, Good Guys vacated its premises and ceased paying rent under the lease as of December 1, 2000. In April 2001, the Partnership agreed to consent to Good Guys' sublet of its premises; in connection with this agreement Good Guys paid all of its past due rent. The vacancy at the Levitz space has resulted in a loss of income to the Partnership. This vacancy may have adversely affected the surrounding tenants and the Partnership's ability to attract new tenants, particularly in light of the limited visibility those tenants have to the main thoroughfare. See "Real Estate Market" below. The Partnership is actively seeking a long-term, creditworthy substitute tenant for the Levitz space. However, there can be no assurance the Partnership will succeed in finding a long-term, creditworthy substitute tenant promptly or on terms comparable to those under the Levitz lease. In addition, if a substitute tenant is obtained, the Partnership expects to have to make capital expenditures to secure such tenant. During 1999, the Partnership entered into a short-term lease for the Levitz space with a then existing tenant at an annual rent substantially less than under the Levitz lease. The Partnership has the right to terminate this lease upon written notice in the event that the Partnership secures a long-term, creditworthy tenant for the space. The level of leasing activity cannot be predicted, particularly in light of the Levitz situation, and, therefore, the amount of further capital expenditures arising from leasing activity is uncertain. There can be no assurance that the Partnership will have sufficient liquidity to make such capital expenditures. REAL ESTATE MARKET The market value of the Property reflects real estate market conditions in the vicinity of Sierra Marketplace. Recently built shopping centers in the vicinity have increased competition for tenants. This competitive factor, together with the fact that much of the unleased space in the Property (including the Levitz space) has only limited visibility to the main thoroughfare, has hindered the leasing of new space. RESULTS OF OPERATIONS 2001 vs. 2000 The Partnership realized a net loss of $1,537,134 ($15.77 per Unit) for 2001 compared to a net loss of $1,297,109 ($13.31 per Unit) for 2000, an increased loss of $240,025. The increased loss was primarily a result of an increase in mortgage loan interest expense coupled with an increase in depreciation and amortization, partially offset by an increase in rental income. 4 Revenues increased from 2000 to 2001 due to increases in base rentals. Base rentals increased as a result of scheduled increases in existing leases. Costs and expenses increased from 2000 to 2001 primarily due to an increase in mortgage loan interest expense coupled with an increase in the amortization portion of depreciation and amortization. Mortgage loan interest expense increased due to the compounding effect from the deferral of the interest expense on the Mortgage Loan. Depreciation and amortization increased due to the amortization of costs associated with the Mortgage Loan Modification Agreement, and tenant leasing commissions incurred during 2001. 2000 vs. 1999 The Partnership realized a net loss of $1,297,109 ($13.31 per Unit) for 2000 compared to a net loss of $1,147,548 ($11.78 per Unit) for 1999, an increased loss of $149,561. The increased loss was primarily a result of an increase in mortgage loan interest expense, partially offset by an increase in rental income. Revenues increased from 1999 to 2000 due to increases in base rentals, primarily due to the signing of new leases. The increase in rental income was partially offset by a decrease in interest income due to the distributions made by the Partnership. Costs and expenses increased from 1999 to 2000 primarily due to an increase in mortgage loan interest expense, partially offset by decreases in operating expenses. Mortgage loan interest expense increased due to the compounding effect from the deferral of the interest expense on the zero coupon mortgage. INFLATION Inflation has not had a material impact on the Partnership's operations or financial condition in recent years and is not expected to have a material impact in the foreseeable future. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Our financial instruments consist solely of money market accounts maintained with international financial institutions. All of our accounts pay market rates of interest and are insured by federal deposit insurance which eliminates certain of the risks associated with these investments, except to the extent that the amounts contained in any accounts exceed dollar limits imposed by federal deposit insurance. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This document and the documents incorporated by reference into this Form 10-K, including Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources," contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements are not based on historical facts, but rather reflect the Partnership's current expectations concerning future results and events. These forward-looking statements generally can be identified by use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will" or other similar words or phrases. Similarly, statements that describe the Partnership's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Partnership to be different from any future results, performance and achievements expressed or implied by these statements. 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX Page Number ------ Independent Auditor's Report F-1 Financial statements: Balance sheets F-2 Statements of operations F-3 Statement of partners' equity (deficit) F-4 Statements of cash flows F-5 Notes to financial statements F-6 Schedule II: Valuation and qualifying accounts F-14 Schedule III: Real estate and accumulated depreciation F-15 All other financial statement schedules are omitted because they are not applicable or the required information is presented in the financial statements or notes thereto. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 6 To the Partners of High Cash Partners, L.P. INDEPENDENT AUDITOR'S REPORT We have audited the accompanying balance sheets of High Cash Partners, L.P. (a limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedules listed in the Index at Item 14(a)2. These financial statements and the financial statement schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of High Cash Partners, L.P. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 5 to the financial statements, the Partnership's mortgage loan, which had an outstanding balance of $26,191,497 at December 31, 2001, was scheduled to mature on February 28, 2001. The Partnership entered into an agreement with the holder of the mortgage loan which extended the maturity date to a date not later than March 1, 2003 assuming the Partnership complies with all of the provisions of the agreement. The agreement also requires that substantially all of the cash flow generated from the Partnership's property be remitted to the mortgage holder to be applied against outstanding principal and deferred interest. If the Partnership is unable to refinance or otherwise restructure this outstanding indebtedness prior to the extended maturity date of March 1, 2003, the Partnership will lose its entire interest in its property. These circumstances raise substantial doubt as to the Partnership's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Hays & Company LLP March 18, 2002 New York, New York 1 HIGH CASH PARTNERS, L.P. BALANCE SHEETS

See notes to financial statements. 2 HIGH CASH PARTNERS, L.P. STATEMENTS OF OPERATIONS

See notes to financial statements. 3 HIGH CASH PARTNERS, L.P. STATEMENT OF PARTNERS' EQUITY (DEFICIT) PERIOD FROM JANUARY 1, 1999 THROUGH DECEMBER 31, 2001

See notes to financial statements. 4 HIGH CASH PARTNERS, L.P. STATEMENTS OF CASH FLOWS

See notes to financial statements. 5 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 1 ORGANIZATION High Cash Partners, L.P. (formerly High Income Partners L.P. - Series 87) (the "Partnership") was formed in May 1986 pursuant to the Delaware Revised Uniform Limited Partnership Act for the purpose of acquiring and operating real estate. The Partnership will terminate on December 31, 2030 or sooner, in accordance with its Amended and Restated Agreement of Limited Partnership (the "Limited Partnership Agreement"). The Partnership filed a Form S-11 registration statement with the Securities and Exchange Commission, which became effective on June 29, 1988, covering an offering of 400,000 limited partnership units (subject to increase, if the Underwriter exercised its right to sell an additional 200,000 units) at $250 per unit. The Partnership's public offering terminated on June 29, 1990, at which time the Partnership had accepted subscriptions for 77,901 limited partnership units (including those units sold to the initial limited partner) for aggregate net proceeds of $17,284,566 (gross proceeds of $19,475,250, less organization and offering costs aggregating $2,190,684). The Partnership received $2,500 and $1,000 for contributions to the Partnership from the initial limited partner and the general partners, respectively. The Partnership had committed 100% of its net proceeds available for investment to the Sierra Marketplace acquisition, a retail shopping center. The Partnership sold 18,571 unregistered limited partnership units to Integrated Resources, Inc. ("Integrated"), the former parent of the original Managing General Partner of the Partnership, for aggregate net proceeds of $4,120,441 (gross proceeds of $4,642,750, less organization and offering costs aggregating $522,309). Simultaneously, Integrated sold these units to the Partnership's three bank creditors. The sale of the aforementioned units, effective January 1, 1991, was part of a transaction that enabled the Partnership to repay its unsecured loans on December 19, 1990. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LEASES The Partnership accounts for its leases under the operating method. Under this method, revenue is recognized as rentals become due, except for stepped leases, where revenue is recognized on a straight-line basis over the life of the lease. DEPRECIATION Depreciation is computed using the straight-line method over the estimated useful life of the property, which is approximately 40 years. The cost of the Property represents the initial cost of the Property to the Partnership plus acquisition and closing costs. Repairs and maintenance are charged to operations as incurred. FINANCIAL STATEMENTS The financial statements include only those assets, liabilities and results of operations that relate to the business of the Partnership. CASH AND CASH EQUIVALENTS The Partnership considers all short-term investments that have original maturities of three months or less to be cash equivalents. The Partnership's cash balances are held at various financial institutions, however, at times, cash balances may exceed insured limits. 6 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments is determined by reference to market data and other valuation techniques as appropriate. The Partnership's financial instruments consist principally of cash and cash equivalents, tenant receivables, accounts payable and accrued expenses and a mortgage loan payable. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded values. NET LOSS AND DISTRIBUTIONS PER UNIT OF LIMITED PARTNERSHIP INTEREST Net loss and distributions per unit of limited partnership interest are computed based upon the number of units outstanding (96,472) during the years ended December 31, 2001, 2000 and 1999. DEFERRED FINANCING COSTS Costs incurred in connection with obtaining long-term debt are capitalized and amortized over the life of the debt. INCOME TAXES No provisions have been made for federal, state and local income taxes, since they are the personal responsibility of the partners. The income tax returns of the Partnership are subject to examination by federal, state and local taxing authorities. Such examinations could result in adjustments to Partnership losses, which could affect the income tax liability of the individual partners. RECLASSIFICATIONS Certain reclassifications have been made to the financial statements shown for the prior years in order to conform to the current year's classifications. ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3 CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES Until June 13, 1997, the Managing General Partner of the Partnership was Resources High Cash, Inc. ("RHC"). RHC was, until November 3, 1994, a wholly-owned subsidiary of Integrated, at which time, pursuant to the consummation of Integrated's Plan of Reorganization, substantially all the assets of Integrated, but not the stock of RHC, were sold to Presidio Capital Corp. ("Presidio"). RHC became a wholly-owned subsidiary of XRC Corp. ("XRC"), which is a subsidiary of Presidio. The other general partner of the Partnership was, until June 13, 1997, Presidio AGP Corp. ("AGP"), a Delaware Corporation that is a wholly-owned subsidiary of Presidio. Presidio also is the parent of other entities that were, or may have been, engaged in 7 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 businesses that may have been in competition with the Partnership. Accordingly, conflicts of interest may have arisen between the Partnership and such other businesses. Resources Accrued Mortgage Investors 2 L.P. ("RAM 2"), whose managing general partner is owned by Presidio, made a zero coupon first mortgage loan to the Partnership (Note 5). Effective April 1, 1991, Integrated purchased, in an arms-length transaction from an unaffiliated third party, 8,361 limited partnership units ("Units"). Effective January 1, 1995, pursuant to the consummation of Integrated's Plan of Reorganization, these Units were transferred to XRC. On June 13, 1997, RHC and AGP sold their general partnership interests in the Partnership to Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp. ("Pembroke AGP") (collectively, the "General Partners"), respectively. In the same transaction, XRC sold its 8,361 Units to Pembroke Capital II, LLC, an affiliate of Pembroke HCP and Pembroke AGP. Subsequently, Pembroke Capital II LLC acquired beneficial ownership of an aggregate of an additional 6,277 Units in the secondary market. Following the sale on June 13, 1997, an affiliate of Pembroke HCP was engaged to perform administrative services for the Partnership. During the years ended December 31, 2001, 2000 and 1999 reimbursable expenses paid to the affiliate by the Partnership amounted to $48,000, $48,000 and $42,000 respectively. The Partnership had been a party to a supervisory management agreement with Resources Supervisory Management Corp. ("Resources Supervisory"), an affiliate of RHC and AGP, pursuant to which Resources Supervisory performed certain property management functions. Resources Supervisory performed such services through June 13, 1997. Effective June 13, 1997, the Partnership terminated this agreement and entered into a similar agreement with Pembroke Realty Management LLC ("Pembroke Realty"), an affiliate of Pembroke HCP and Pembroke AGP. A portion of the property management fees payable to Resources Supervisory and Pembroke Realty was paid to unaffiliated local management companies that had been engaged for the purpose of performing the property management functions that were the subject of the supervisory management agreement. For the years ended December 31, 2001, 2000, and 1999, Pembroke Realty was entitled to receive $13,002, $77,281 and $72,156, respectively, of which $10,033, $51,961 and $58,513, respectively, was paid to the unaffiliated management companies. No leasing activity compensation was paid to Pembroke Realty for the years ended December 31, 2001, 2000, and 1999. In connection with its entering into the Mortgage Loan Modification Agreement with RAM 2, which became effective on January 31, 2001, the Partnership retained Kestrel Management LP ("Kestrel"), an affiliate of RAM 2, to perform property management functions commencing on January 2, 2001. Kestrel assumed all management services previously performed by Pembroke Realty and the unaffiliated management company, pursuant to the terms of a management agreement. As compensation for its management services, Kestrel is entitled to receive a management fee equal to 3% of the cash collected in respect of revenues generated by the Property. For the year ended December 31, 2001, Kestrel earned a management fee of $67,754. For managing the affairs of the Partnership, the Managing General Partner is entitled to receive a partnership management fee in an annual amount equal to $301,475. The General Partners are allocated 1% of the net income or losses of the Partnership and are also entitled to receive 1% of distributions. 8 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 4 REAL ESTATE, NET Real estate assets represent the Partnership's principal asset, Sierra Marketplace, a community marketplace located in Reno, Nevada (the "Property"). The Property was purchased by the Partnership on February 10, 1989, and is summarized as follows:

Depreciation expense for the years ended December 31, 2001, 2000, and 1999 was $314,360, $317,938 and $325,121, respectively. During 2001 each of three tenants accounted for more than 10% of the Partnership's rental revenues. Such tenants accounted for approximately 18%, 19% and 10% of rental revenue, with leases expiring in years 2008, 2003 and 2002, respectively. During 2000, each of three tenants accounted for more than 10% of the Partnership's rental revenues. Such tenants accounted for approximately 18% 19%, and 14% of rental revenues, with leases expiring in years 2002, 2008, and 2003, respectively. During 1999, each of three tenants accounted for more than 10% of the Partnership's rental revenues. Such tenants accounted for approximately 20%, 19% and 18% of rental revenues, with leases expiring in 2002, 2008 and 2003, respectively. 9 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 Minimum future rental payments receivable, excluding operating escalations and other charges, due from tenants pursuant to the terms of existing noncancellable leases as of December 31, 2001 are as follows:

5 MORTGAGE LOAN PAYABLE The mortgage loan payable (the "Mortgage Loan") represents a zero coupon first mortgage loan held by RAM 2, a public limited partnership sponsored by affiliates of the former general partners. The Mortgage Loan bears interest at the rate of 11.22% per annum, compounded monthly. The principal balance, along with deferred interest thereon, is $26,191,497 at December 31, 2001, and aggregated approximately $25,000,000 at its original maturity date of February 28, 2001. As of December 31, 2001, the principal and deferred interest on the Mortgage Loan exceeded the estimated fair market value of the Property. Effective January 31, 2001, the Partnership entered into a mortgage loan modification agreement (referred to in this Note 5 as the "Modification Agreement") with RAM 2. Pursuant to the terms of the Modification Agreement, RAM 2 has agreed to forbear for not less than one year and up to two years, in the exercise of its rights and remedies under the Mortgage Loan triggered by the Partnership's failure to repay fully all amounts due and payable thereunder at maturity. Under the Modification Agreement, the deed to the Property, along with a bill of sale, assignment of leases and other conveyance documents (the "Conveyance Documents") have been placed in escrow with counsel to RAM 2. The Conveyance Documents will not be released to RAM 2 until the earliest to occur of (the "Extended Maturity Date"): I. Any date on which any action taken or omitted to be taken by the Partnership in bad faith, intended to hinder or impede RAM 2's exercise of its rights or remedies under the terms of the Modification Agreement, remains uncured for more than 10 days after notice of same from RAM 2; II. Any date on or after March 1, 2002, upon the closing date of the sale or other conveyance of the Property (a) if RAM 2 identifies a bona fide third party purchaser to acquire the Property, or (b) for any other reason deemed reasonably necessary by RAM 2 to avoid a material economic disadvantage to it; and III. March 1, 2003. 10 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 Unless the Partnership is able to arrange alternate financing, of which there is no guarantee, the Conveyance Documents will be released to RAM 2 on or before March 1, 2003, at and after which the Partnership will no longer have any interest in the Property, but there can be no assurance that RAM 2 will not foreclose earlier under the other terms of the Conveyance Documents, as set forth above. The Modification Agreement further provides that from March 1, 2001, until such time as the Conveyance Documents have been released, the Partnership will be entitled to retain $100,000 per annum pro-rated monthly and RAM 2 will be entitled to receive the balance of the net operating income generated by the Property to be applied against the outstanding principal and deferred interest on the Mortgage Loan. For the period after March 1, 2001, the Partnership retained approximately $83,000, and RAM 2 received approximately $1,182,000, of net operating income generated by the Property, which was applied to interest on the Mortgage Loan. Under the terms of the Modification Agreement, the Partnership will retain its interest in the Property until and unless the Conveyance Documents are released to RAM 2 in accordance with the terms thereof. Prior to March 1, 2003, until RAM 2 notifies the Partnership that it has entered into a contract to sell or convey the Property, the Partnership will have the right to satisfy the Mortgage Loan for an amount equal to the sum of (x) the then unpaid principal balance of the Mortgage Loan, and all accrued interest thereon and other charges due thereunder and (y) 66% of the value of the Property in excess of the amount described in clause (x) above, as additional interest on the Mortgage Loan. If the Mortgage Loan is satisfied, the Conveyance Documents will be returned to the Partnership. If the Partnership is unable to refinance or otherwise restructure this outstanding indebtedness prior to the Extended Maturity Date of March 1, 2003, the Partnership will lose its entire interest in its property. Under the terms of the Mortgage Loan, the Partnership was obligated to provide RAM 2 with a current appraisal of the Property upon RAM 2's request. If it was determined, based upon the requested appraisal, that the sum of (i) the principal balance of the Mortgage Loan plus all other then outstanding indebtedness secured by the Property and (ii) all accrued and unpaid interest on the Mortgage Loan calculated at a rate of 6.22% per annum compounded monthly through the date of such appraisal, exceeded 85% of the appraised value of the Property, an amount equal to such excess (the "Excess Payment") would become immediately due and payable to RAM 2. In accordance with the terms of the Modification Agreement, RAM 2 was entitled to request an appraisal of the Property; however, if such appraisal indicated that no Excess Payment was due, RAM 2 would have no further appraisal rights. RAM 2 requested that the Property be appraised by Greenwich Realty Advisors, a real estate appraisal firm unaffiliated with the Partnership, the Managing General Partner or RAM 2. The appraisal, which was performed on March 1, 2001, indicated that an Excess Payment was not due or payable to RAM 2 at that date. Consequently, under the terms of the Modification Agreement, RAM 2 has no further appraisal right pursuant to the terms of the Mortgage Loan. 6 DISTRIBUTIONS In May 1999, October 1999, January 2000 and May 2000, the Partnership paid cash distributions of approximately $4,100,000, $700,000, $700,000 and $750,000, respectively, or $42.07, $7.18, $7.18, and $7.70 per Unit, respectively, to Unitholders of record on May 11, 1999, October 20, 1999, January 1, 2000 and May 30, 2000, respectively. There were no distributions made to Unitholders during 2001. 7 RECONCILIATION OF NET LOSS AND NET ASSETS PER FINANCIAL STATEMENTS TO TAX BASIS 11 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 The Partnership files its tax return on an accrual basis. The Partnership has computed depreciation for tax purposes using the Modified Accelerated Cost Recovery System, which is not in accordance with accounting principles generally accepted in the United States of America. A reconciliation of net loss per financial statements to the tax basis of accounting is as follows: 12 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

The differences between the Partnership's net assets per financial statements and the tax basis of accounting are as follows:

8 TENANT DEFAULTS Until November 1997, Levitz Department Store ("Levitz") had occupied approximately 23% of the space at the Property. Rent under the lease for each of 1997 and 1996 was approximately $412,000, which was approximately 16% of the Partnership's total rental income revenues in each such period. In November 1997, Levitz, which had filed for protection under Chapter 11 of the Bankruptcy Code, vacated its space. Levitz ceased paying rent as of April 2, 1998. The Partnership pursued a claim in the Levitz bankruptcy proceedings and was awarded a general unsecured claim and an administrative expense claim in 2001. The Company is currently attempting to collect such claims, though there can be no assurance that it will be able to do so. During 1999, the Partnership entered into a short-term lease for the space formerly occupied by Levitz with an existing tenant at an annual rent substantially less than under the Levitz lease; this lease is terminable by the Partnership upon written notice to the tenant, in the event the Partnership secures a long-term, creditworthy tenant for the space. 13 HIGH CASH PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 In 1999, Good Guys vacated its premises and ceased paying rent under the lease as of December 1, 2000. In April 2001, the Partnership agreed to consent to Good Guys' sublet of its premises; in connection with this agreement Good Guys paid all of its past due rent. The vacancy at the Levitz space has resulted in a loss of income to the Partnership. This vacancy also may have adversely affected the surrounding tenants, particularly in light of the limited visibility those tenants have to the main thoroughfare. The Partnership is actively seeking a long-term, creditworthy substitute tenant for the Levitz space. However, there can be no assurance that the Partnership will succeed in finding a long-term, creditworthy substitute tenant promptly or on terms comparable to those under the Levitz lease. In addition, if such a tenant is obtained, the Partnership may be required to make substantial expenditures in order to secure such substitute tenant and in connection with the new lease. 14 HIGH CASH PARTNERS, L.P. Schedule II - VALUATION AND QUALIFYING ACCOUNTS

(A) Represents an allowance for impairment provided on the Sierra Marketplace property during 1997. See notes to financial statements. 14 HIGH CASH PARTNERS, L.P. Schedule III - REAL ESTATE AND ACCUMMULATED DEPRECIATION

Life on which Accumu- Depreciation in lated Date of Latest Income Deprecia- Construc- Date Statement is tion tion Acquired Computed ------------- ------------ ------------- -------------- Sierra Marketplace Retail Shopping Center Straight-line Reno, Nevada $ 5,199,319 10/88 2/89 method 40 years ------------- ------------ ------------- ---------------

(1) The aggregate cost for income tax purposes is $26,108,634 at December 31, 2001. See notes to financial statements. 16 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT The Partnership has no officers or directors. Pembroke HCP, LLC, the Managing General Partner, manages and controls substantially all the Partnership's affairs and has general responsibility and ultimate authority in all matters affecting its business. Pembroke AGP Corp., the Associate General Partner, in its capacity as such, does not devote a material amount of time or attention to the Partnership's affairs. Based on a review of the filings under Section 16(a) of the Exchange Act, none of the Managing General Partner, the sole member or the officers of the Managing General Partner or the beneficial owners of more than 10% of the Units failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 2001 or prior years, except for the failure by Pembroke Capital II, LLC ("PC") to file reports on Forms 4 and 5 in respect of approximately 12 transactions in 1997, 1998, 1999, 2000 and 2001 resulting in PC's acquisition of an aggregate of 6,277 Units. Lawrence J. Cohen, age 46, is, and for more than seven years has been, the sole shareholder and director of Pembroke Companies, Inc., which is the sole member and the manager of each of the Managing General Partner and the Associate General Partner. Pembroke Companies, Inc. is a privately-held investment management company, which makes investments in, and provides management services to, a variety of real estate-related businesses. ITEM 11. EXECUTIVE COMPENSATION The Partnership is not required to pay, and has not paid, the officers, the manager or the sole member of the Managing General Partner or the Associate General Partner, or the officers or directors of the sole member of the Managing General Partner or the Assistant General Partner. Certain officers and directors of the former managing general partner of the Partnership received compensation from the former managing general partner or its affiliates (but not from the Partnership) for services performed for various affiliated entities, which may have included services performed for the Partnership; in addition, certain individuals affiliated with the Managing General Partner receive compensation from the Managing General Partner or its affiliates (but not from the Partnership) for services performed for various affiliated entities, which may have included services for the Partnership. See Item 13, "Certain Relationships and Related Transactions." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PC and Equity Resources Fund XIV Limited Partnership ("ERF") are the only persons known by the Partnership to be the beneficial owners of more than 5% of the Units. The Partnership believes PC and ERF beneficially own 14,638 Units and 8,998 Units, respectively, which are 15.2% and 9.3%, respectively, of the outstanding Units. Mr. Cohen is the sole member of PC, and, therefore, he may be deemed to be the beneficial owner of PC's 14,638 Units. See Item 10, "Directors and Executive Officers of Registrant" above. The address of each of PC and Mr. Cohen is Pembroke Companies, Inc., 70 East 55th Street, New York, New York 10022. The address of ERF is 14 Story Street, Cambridge, Massachusetts 02138. 1 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 2001, the General Partners and their respective affiliates received compensation or payments for services from or with respect to the Partnership as follows:

(1) Represents a partnership management fee earned by the Managing General Partner. Under the Partnership's Partnership Agreement, .99% of the net income, net loss and distributions of the Partnership are allocated to the Managing General Partner. For 2001, $16,653 of the Partnership's tax loss was allocated to the Managing General Partner. (2) Under the Partnership Agreement, .01% of the Partnership's net income, net loss and distributions are allocated to the Associate General Partner. For 2001, $168 of the Partnership's tax loss was allocated to the Associate General Partner. (3) This amount was earned pursuant to a supervisory management agreement with the Partnership for performance of certain functions related to property management. In addition, during 2001, $10,033 was paid to Colliers Nevada Management, LLC, an unaffiliated property management company that performed services for the Partnership. 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) FINANCIAL STATEMENTS: SEE "INDEX TO FINANCIAL STATEMENTS" IN ITEM 8 ABOVE. (a)(2) FINANCIAL STATEMENT SCHEDULES: SEE "INDEX TO FINANCIAL STATEMENTS" IN ITEM 8 ABOVE. (a)(3) EXHIBITS: 3. (a) Second Amended and Restated Partnership Agreement ("Partnership Agreement") of Registrant, incorporated by reference to Exhibit 3D to Amendment No. 2 to Registrant's Registration Statement on Form S-11 filed on June 24, 1988 (Reg. No. 33-6412) (hereinafter the "Form S-11"). (b) Amended and Restated Certificate of Limited Partnership of Registrant, incorporated by reference to Exhibit 3C to the Form S-11. (c) Amendment to Partnership Agreement, incorporated by reference to Supplement No. 1 dated August 19, 1988 to Registrant's Prospectus filed pursuant to Rules 424(b) and 424(c) (Reg. No. 33-6412). 10. (a) Management Services Agreement between Registrant and Resources Property Management Corp., incorporated by reference to Exhibit 1 OB to Amendment No. 2 to the Form S-11. (b) Acquisition and Disposition Services Agreement among Registrant, Realty Resources Inc., and Resources High Cash, Inc., incorporated by reference to Exhibit 10.(b) of Registrant's Report on Form 10-K for the year ended December 31, 1988 (hereinafter the "1988 10-K"). (c) Agreement among Resources High Cash, Inc., Integrated Resources, Inc. and Fourth Group Partners, incorporated by reference to Exhibit 10.(c) of the 1988 10-K. (d) Agreement of Purchase and Sale between Sierra Virginia, Inc. and Nevada Corp., incorporated by reference to Exhibit 10A to Registrant's Form 8 with respect to Registrant's current report on Form 8-K dated February 10, 1989. (e) Registered Note by Registrant to RAM 2 in connection with the purchase of Sierra Marketplace, incorporated by reference to Exhibit 10B to Registrant's Form 8 with respect to Registrant's current report on Form 8-K dated February 10, 1989, incorporated by reference to Exhibit 10(f) of Registrant's Report on Form 10-K for the year ended December 31, 1989 (hereinafter the "1989 10-K"). (f) Settlement Agreement, dated October 17, 1990 among Registrant, Integrated, First Interstate Bank of Denver N.A., First Interstate Bank of Washington, N.A. and First American National Bank, Incorporated, incorporated by reference to Exhibit 10(a) to Registrant's Current Report on Form 8-K dated December 19, 1990. 1 (g) Supervisory Management Agreement dated as of November 1, 1991 between Registrant and Resources Supervisory Management Corporation incorporated by reference to Exhibit 10(g) to Registrant's Report on Form 10K for the year ended December 31, 1991. (h) Management Agreement dated as of November 1, 1991 among Registrant, Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(h) to Registrant's Report on Form 10-K for the year ended December 31, 1991. (i) Exclusive Leasing Listing Agreement dated as of January 1, 1993 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(i) to Registrant's Report on Form 10-K for the year ended December 31, 1993. (j) First Amendment to Exclusive Leasing Listing Agreement dated as of January 1, 1994 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 100 to Registrant's Report on Form 10-K for the year ended December 31, 1993. (k) Second Amendment to Management Agreement dated as of January 1, 1994 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(k) to Registrant's Report on Form 10-K for the year ended December 31, 1993. (l) Management Agreement dated September 22, 1999 between Pembroke Supervisory Management, LLC and Colliers Nevada Management, LLC, incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999. (m) Exclusive Leasing Listing Agreement dated September 9, 1999 between Pembroke Supervisory Management, LLC and Colliers Nevada Management, LLC, incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999. (n) Mortgage Loan Modification Agreement dated December 21, 2000 between High Cash Partners, L.P. and Resources Accrued Mortgage Investors 2 L.P., incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated February 8, 2001. (b) REPORT ON FORM 8-K: No reports on Form 8-K were filed during the quarter ended December 31, 2001. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HIGH CASH PARTNERS, L.P. By: Pembroke HCP, LLC Managing General Partner Dated: March 29, 2002 By: Pembroke Companies, Inc. Managing Member By: /s/ Lawrence J. Cohen -------------------------------- Lawrence J. Cohen Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities (with respect to the Managing General Partner) and on the date indicated. Dated: March 29, 2002 /s/ Lawrence J. Cohen ----------------------------------- Lawrence J. Cohen

HIGH CASH PARTNERS L P 10-K