ARMORED STORAGE INCOME INVESTORS LTD PARTNERSHIP
10-Q, 1998-11-09
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended:                                       Commission File Number:
September 30, 1998                                              2-95034LA
- ------------------                                       -----------------------


              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Arizona                                       85-0503193
- -------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                        3839 North 3rd Street, Suite 108
                             Phoenix, Arizona 85012
             ------------------------------------------------------
            (Address of and zip code of principal executive offices)


                                 (602) 230-1655
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark 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>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS                                            PAGE
                                                                        ----

Balance Sheets                                                            3

Statements of Operations                                                  4

Statements of Cash Flows                                                  5

Notes to Unaudited Financial Statements                                   6

<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                                 BALANCE SHEETS
                                   (Unaudited)


                                                September 30,      September 30,
                                                    1998               1997
                                                -------------      -------------
ASSETS

Property
  Land                                           $1,139,828         $1,139,828
  Buildings                                       5,856,761          5,856,761
  Furniture and fixtures                             99,942             74,576
                                                 ----------         ----------
                                                  7,096,531          7,071,165
    Less accumulated depreciation                 2,393,891          2,196,667
                                                 ----------         ----------
                                                  4,702,640          4,874,498

Cash and cash equivalents                           344,119            369,189
Other assets                                         18,165             13,183
                                                 ----------         ----------
                                                 $5,064,924         $5,256,870
                                                 ==========         ==========

LIABILITIES AND PARTNERS' CAPITAL


Accounts payable                                    149,754            104,885

Commitments (Note 3)

Partners' capital
  General partner                                $   80,377         $   62,221
  Limited partners                                4,834,793          5,089,764
                                                 ----------         ----------

                                                 $5,064,924         $5,256,870
                                                 ==========         ==========


                       See notes to financial statements.


                                       3
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                            STATEMENTS OF OPERATIONS
                                   (unaudited)


                              For the Nine Months            For the Years
                                    Ended                       Ended
                           -----------------------     -------------------------
                           Sept. 30,     Sept. 30,       Dec. 31,      Dec. 31,
                             1998          1997           1997           1996
                           --------     ----------     ----------     ----------
Income
  Rental                   $835,217     $  832,660     $1,105,613     $1,118,127
  Interest                   18,192         15,079         18,426          7,084
                           --------     ----------     ----------     ----------
                            853,409        847,739      1,124,039      1,125,211
                           --------     ----------     ----------     ----------

Expenses
  Property Operations       358,040        314,370        436,207        393,958
  Administration             74,194         80,776         96,005         84,114
  Amortization &
   Depreciation             149,000        147,000        195,224        196,585
                           --------     ----------     ----------     ----------

                            581,234        542,146        727,436        674,657
                           --------     ----------     ----------     ----------

Net Income (loss)          $272,175     $  305,593     $  396,603     $  450,554
                           ========     ==========     ==========     ==========


                       See notes to financial statements.


                                       4
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                  For the nine months ended
                                              ---------------------------------
                                              Sept. 30, 1998     Sept. 30, 1997
                                              --------------     --------------


CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers                  $ 835,217           $ 832,660
  Cash paid to suppliers                         (374,885)           (375,112)
  Interest received                                18,192              15,079
                                                ---------           ---------
  Net cash provided by
   operating activities                         $ 478,524           $ 472,627
                                                ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                           (25,366)                 --
                                                ---------           ---------
  Net cash provided by (used in)
    Investing activities                        $ (25,366)          $      --
                                                ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Distributions to partners                      (600,000)           (530,303)
                                                ---------           ---------
  Net cash used in financing activities          (600,000)           (530,303)
                                                ---------           ---------

 Increase (decrease) in cash                    $(146,842)          $ (57,676)

Cash and cash equivalents:
  Beginning                                       490,961             426,865
                                                ---------           ---------

  Ending                                        $ 344,119           $ 369,189
                                                =========           ---------
RECONCILIATION OF NET LOSS TO NET CASH
 PROVIDED BY OPERATING ACTIVITIES:
  Net income                                    $ 272,175           $ 305,593
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation and amortization                149,000             147,000
     Increase (decrease) in accounts payable       57,349              20,034
                                                ---------           ---------
   Net cash provided by
    operating activities                        $ 478,524           $ 472,627
                                                =========           =========


                       See notes to financial statements.


                                       5
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 1998


NOTE 1. Partnership Organization

      Armored Storage Income Investors Limited  Partnership ("the  Partnership")
      was  organized  under  the laws of the  State of  Arizona  pursuant  to an
      agreement of limited  partnership  filed December 4, 1984, for the purpose
      of  acquiring,  developing,  owning  and  operating  self-service  storage
      facilities.  The initial General Partners were Armored  Storage,  Inc., an
      Arizona  corporation (the "Managing  General Partner") and Armored Storage
      One Limited Partnership,  an Arizona Limited Partnership.  The Partnership
      commenced full activity on January 9, 1985.  During 1986, the  Partnership
      completed an offering of limited  partnership units wherein 15,000 limited
      partnership units were purchased by investors for $7,500,000.  In December
      1987  Armored  Storage,  Inc.,  withdrew  and Armored  Storage One Limited
      Partnership, became the "Managing General Partner."

NOTE 2. Summary of Significant Accounting Policies

      Property and equipment:
            Property and equipment is stated at cost.  Depreciation  is computed
            principally by the straight-line method over the following estimated
            useful lives:

                                                 Years
                                                 -----
            Buildings                             30
            Furniture and fixtures                 5

            Interest,  real  estate  taxes and other costs  related  directly to
            properties under long-term  development  contracts were capitalized.
            Costs  were not  capitalized  beyond  net  realizable  value.  Costs
            related to operating properties are expensed as incurred.

            Acquisition fees are allocated to the  Partnership's  property based
            on the expected total capitalized cost of the respective property.

            Development fees are allocated to the  Partnership's  property based
            on the expected total capitalized cost of the respective property.

      Loan acquisition costs:
            Loan  acquisition  costs  which are  included  in other  assets  are
            amortized over the life of the note payable of 9 years.

      Rental income:
            The  Partnership   receives  rental  income  from  its  self-storage
            facilities.  All rental agreements are for  month-to-month  tenancy.
            Rental income is recognized on the accrual basis in accordance  with
            generally accepted accounting principles.

                                       6
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 1998

NOTE 2. Summary of Significant Accounting Policies, continued

      Income taxes:
            The Partnership does not record a provision for income taxes,  since
            Federal and state income tax  regulations  provide that any taxes on
            income of a Partnership  are payable by the partners as individuals.
            The Partnership's tax returns are prepared on the accrual basis.

      Syndication fees:
            Syndication  fees are those  expenses  incurred  in the  issuing and
            marketing of partnership  interests.  These expenses  include broker
            and  registration  fees,  legal fees, tax and  accounting  fees, and
            printing costs.  These fees are not amortizable and are presented as
            a reduction in partners' capital in the financial statements.

      Organization costs:
            Organization  costs which are  included in other  assets  consist of
            legal fees incident to the creation of the  Partnership,  accounting
            fees for  establishing an accounting  system and filing fees.  These
            costs are being  amortized  using the  straight-line  method over 60
            months.

      Cash and cash equivalents:
            For purposes of reporting cash flows, the Partnership  considers all
            money market funds to be cash equivalents.

      Unaudited financial statements:
            The financial statement for the nine months ended September 30, 1998
            are unaudited,  however,  in  management's  opinion they include all
            adjustments  necessarily  for a fair  statement  of the  results  of
            operations  for such interim  period.  The interim period results of
            operations  are not  necessarily  indicative  of results  for a full
            year.

NOTE 3. Commitments

            The Partnership has the following commitments:

            The Partnership entered into agreements with Armored Management, LLC
            on  January  1,  1998,  to  manage  the  Partnership's  self-storage
            facilities. The term of the agreements are for one year and shall be
            renewed from year to year unless, and until, either party terminates
            the  agreements.  The  agreements  provide  that the  manager  shall
            receive,  as compensation for services,  6% of the actual gross cash
            receipts.

                                       7
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 1998

NOTE 3 Commitments, continued

            The  Partnership   also  entered  into  an  agreement  with  Armored
            Management,  LLC for the management of the Partnership's accounting,
            securities  reporting,  database and investor relations  activities.
            The term of the  agreement is for one year and shall be renewed from
            year to year unless  either  party  terminates  the  agreement.  The
            agreement   provides   for  a  flat  fee  of  $5,000  per  month  as
            compensation for administration services.

            The  Partnership  reimburses  the  General  Partner for the costs of
            goods  and   materials   used  by  and  for  the   Partnership   and
            administrative   services   necessary   to  the   operation  of  the
            Partnership.


                                       8
<PAGE>

ITEM 2 MANAGEMENT'S DISCUSSIONS AND ANALYSIS

Results of Operations

      The Partnership has three  operating  facilities,  two located in Phoenix,
Arizona, and one in Albuquerque,  New Mexico. The Partnership's three facilities
generated an aggregate gross operating revenue of $835,217 during the first nine
months of 1998  compared  to  $832,660  during  the first  nine  months of 1997.
Revenue  dropped  slightly at Bell Road but the  decrease was offset by gains at
the other two facilities.

      Occupancies  (based on number of available  units) at the three facilities
are summarized as follows:

                                  Sept. 30, 1998            Sept. 30, 1997
                                  --------------            --------------
            Bell Road                  85%                       85%
            63rd Avenue                81%                       73%
            Tramway                    79%                       78%

      Operational  expenses through September 30, 1998 were $358,040 compared to
$314,370 for 1997.  Increased property tax assessments were the primary cause of
the increase.  Administrative expenses for 1998 were $74,194 compared to $80,776
for the corresponding period in 1997.


Liquidity and Capital Resources

      As of September 30, 1998, the Partnership  held cash and cash  equivalents
totaling $344,119 as compared to $369,189 for the corresponding quarter of 1997.

                                       9
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS:

        Not applicable.

ITEM 2: CHANGES IN SECURITIES:

        Not applicable.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES:

        Not applicable.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

        Not applicable.

ITEM 5: OTHER INFORMATION:

        Not applicable.


                                       10
<PAGE>

                                   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.


                                     ARMORED STORAGE INCOME INVESTORS
                                             (Registrant)

                                     By: Armored Management L.L.C.
                                         Its General Partner


                                     By: /s/ Dale D. Ulrich
                                        ------------------------------
                                             Dale D. Ulrich

                                     Its:  Member

                                     Dated: 11/5/98
                                          ----------------------------


                                       11

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                         344,119
<SECURITIES>                                         0
<RECEIVABLES>                                   26,366
<ALLOWANCES>                                    13,183
<INVENTORY>                                          0
<CURRENT-ASSETS>                               362,284
<PP&E>                                       7,096,531
<DEPRECIATION>                               2,393,891
<TOTAL-ASSETS>                               5,064,924
<CURRENT-LIABILITIES>                          149,754
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,915,170
<TOTAL-LIABILITY-AND-EQUITY>                 5,064,924
<SALES>                                              0
<TOTAL-REVENUES>                               853,409
<CGS>                                                0
<TOTAL-COSTS>                                  507,040
<OTHER-EXPENSES>                                74,194
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                272,175
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            272,175
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   272,175
<EPS-PRIMARY>                                    17.24
<EPS-DILUTED>                                    17.24
        

</TABLE>


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