ARMORED STORAGE INCOME INVESTORS 2
10-Q, 1997-11-12
LESSORS OF REAL PROPERTY, NEC
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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, 1997                                               33-2732
- ------------------                                       -----------------------

                      ARMORED STORAGE INCOME INVESTORS 2
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           California                                     93-0930503
- -------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                          3839 N. 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 2,
                        a California 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 2
                        a California Limited Partnership


                                 BALANCE SHEETS
                                   (Unaudited)


                                              September 30,       September 30,
                                                  1997                1996
                                              -------------       -------------
                                              
ASSETS                                        
                                              
Property                                      
  Land                                        $   242,825         $   242,825
  Buildings                                     1,068,145           1,068,145
  Furniture and fixtures                           22,655              22,656
                                              -----------         -----------
                                                1,333,626           1,333,626
         Less accumulated depreciation            396,258             363,717
                                              -----------         -----------
                                                  937,368             969,909
                                                                 
Cash and cash equivalents                          88,303              55,634
Other assets                                        1,600               2,400
                                              -----------         -----------
                                              $ 1,027,271         $ 1,027,943
                                              ===========         ===========
                                                                 
LIABILITIES AND PARTNERS' CAPITAL                                
                                                                 
Accounts payable                                   27,671              12,671
                                                                 
                                                                 
Commitments (Note 3)                                             
                                                                 
Partners' capital                                                
  General partner                                  (4,100)             (3,050)
  Limited partners                              1,083,417           1,075,671
  Less amount due from                                           
    general partner                               (52,046)            (57,349)
                                              -----------         -----------
                                                                 
                                              $ 1,027,271         $ 1,027,943
                                              ===========         ===========

                       See notes to financial statements.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership


                             STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                            For the Nine  Months       For the Year     For the Year
                                   Ended                  Ended            Ended
                          -----------------------      ------------     ------------

                          September     September        December         December
                           30, 1997      30, 1996        31, 1996         31, 1995
                          ---------     ---------        --------         --------
<S>                        <C>           <C>             <C>              <C>     
Income                                                                
  Rental                   $175,666      $167,069        $221,032         $190,029
  Interest                    1,456         1,126           1,504              974
                           --------      --------        --------         --------
                                                                      
                            177,122       168,195         222,536          191,603
                           --------      --------        --------         --------
                                                                      
Expenses                                                              
  Property Operations        78,078        72,660          95,151           96,143
  Administration             44,834        41,858          49,857           50,148
  Amortization &                                                      
   Depreciation              24,405        27,357          35,492           35,213
                           --------      --------        --------         --------
                                                                      
                            147,317       141,875         180,521          181,514
                           --------      --------        --------         --------
                                                                      
Net Income (loss)          $ 29,805      $ 26,320        $ 42,015         $ 10,089
                           ========      ========        ========         ========
</TABLE>

                       See notes to financial statements.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership


                             STATEMENTS OF CASH FLOW
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                   For the Nine Months Ended
                                                          -------------------------------------------

                                                          September 30, 1997       September 30, 1996
                                                          ------------------       ------------------

<S>                                                               <C>                      <C>      
Cash Flows From Operating Activities
         Cash received from customers                             $ 175,666                $ 167,069
         Cash paid to suppliers                                    (115,522)                (121,064)
         Interest received                                            1,456                $   1,126
                                                                  ---------                ---------

         Net cash provided by operating activities                $  61,600                $  47,131
                                                                  ---------                ---------

Cash Flows From Investing Activities
         Property additions                                       $    --                  $  (8,175)
                                                                  ---------                ---------

         Net cash used in investing activities                    $    --                  $  (8,175)
                                                                  ---------                ---------

Cash Flows From Financing Activities
         Distributions to partners                                $ (66,474)               $ (42,908)
         Payment on general partner receivable                        5,303                    3,788
                                                                  ---------                ---------

         Net cash used in financing activities                    $ (61,171)               $ (39,120)
                                                                  ---------                ---------

Increase (decrease) in cash                                       $     429                $    (164)
Cash and cash equivalents:
         Beginning                                                   87,874                   55,798
                                                                  ---------                ---------

         Ending                                                   $  88,303                $  55,634
                                                                  =========                =========

Reconciliation Of Net Income (Loss) To Net Cash
Provided By Operating Activities:
         Net income (loss)                                        $  29,805                $  26,320
         Adjustments to reconcile net income (loss)
           to net cash provided by
           operating activities:
           Depreciation and amortization                             24,405                   27,357
         Change in assets and liabilities:
           Increase (decrease) in accounts payable                    7,390                   (6,546)
                                                                  ---------                ---------

         Net cash provided by operating activities                $  61,600                $  47,131
                                                                  =========                =========
</TABLE>

                       See Notes to Financial Statements.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership

                          NOTES OF FINANCIAL STATEMENTS
                               September 30, 1997


NOTE 1: Partnership Organization

     Armored Storage Income Investors 2 ("the  Partnership") was organized under
     the laws of the State of  California  pursuant to an  agreement  of limited
     partnership   filed  January  13,  1986,  for  the  purpose  of  acquiring,
     developing and operating  self-service storage facilities.  The Partnership
     was  authorized  to issue a total of 20,000  units for a total  offering of
     $10,000,000. Sales of the Partnership units commenced in April of 1986. The
     Partnership  reached  its  minimum  funding  requirement  of 2,400 units of
     limited  partnership  interests on September  22, 1986,  and has sold 4,210
     units in total. The Partnership's offering period closed on April 3, 1987.

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
                                                  -----
             Building                               30
             Furniture and Fixtures                  5

          Interest, real estate taxes and other costs including acquisition fees
          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.

     Rental income:

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

     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.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership

                          NOTES OF FINANCIAL STATEMENTS
                               September 30, 1997


NOTE 2. Summary of Significant Accounting Policies, continued

     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  statements for the nine months ended September 30, 1997
          are  unaudited,  however,  in  management's  opinion  they include all
          adjustments   necessary  for  a  fair  statement  of  the  results  of
          operations  for such interim  periods.  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:

     (a)  The  Partnership  entered into an  agreement  with  QuestCor,  Inc. on
          November 1, 1989, to manage the Partnership's  self-storage  facility.
          The term of the  agreement  is for one year and shall be renewed  from
          year to year unless and until either party  terminates  the agreement.
          The agreement provides that the manager shall receive, as compensation
          for services, 6% of the actual gross cash receipts.

     (b)  The Partnership also entered into an agreement with QuestCor, Inc. 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  and
          until either party  terminates the agreement.  The agreement  provides
          for a flat fee of $2,500 per month as compensation for  administrative
          services.

     (c)  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.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership

                          NOTES OF FINANCIAL STATEMENTS
                               September 30, 1997


NOTE 4: Due From Former General Partner

          Due  from  former  General  Partner  represents  a  receivable  to the
          Partnership  for  those  amounts  reimbursed  to the  former  Managing
          General  Partner  for  syndication  fees  incurred  in  excess  of the
          percentage  allowable by the Partnership's  prospectus with respect to
          the total amount of limited partners capital raised.  On April 3, 1987
          the  offering was  terminated.  Based on actual units sold through the
          date of termination, it was determined by the General Partner that too
          much had been paid to the former Managing General Partner. The excess,
          which amounted to $93,438,  has been  reclassified  to due from former
          General  Partner.  At  September  30, 1997 the balance due from former
          General Partner was $52,046.
<PAGE>
PART I.  Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     The Partnership has one operating facility located in Phoenix, Arizona. The
Partnership's  facility  generated  an  aggregate  gross  operating  revenue  of
$175,666  during the first nine months of 1997  compared to $167,069  during the
first nine months of 1996. The facility reached an occupancy level of 87% at the
end of September, 1997, down from 94% a year ago.

     Operating  expenses  through  September  30, 1997 were $78,078  compared to
$72,660  for 1996.  Administrative  expenses  for 1997 were  $44,834  opposed to
$41,858 in 1996.

     Financial results reflect a continued vibrant Arizona economy.  Occupancies
have  ranged from 86% to 95% over the past year with  summer  typically  showing
higher rental  activity.  Both income and expenses are expected to remain fairly
stable  throughout  1997 and overall results from operations are projected to be
similar to 1996.

Liquidity and Capital Resources

     As of September 30, 1997, the  Partnership  held cash and cash  equivalents
totaling $88,303 as compared to $55,634 for the corresponding quarter of 1996.
<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.
<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 2
                                              (Registrant)

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


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


                                        Dated:   11/10/97
                                              -------------------------

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-START>                                                       JAN-01-1997
<PERIOD-END>                                                         SEP-30-1997
<EXCHANGE-RATE>                                                                1
<CASH>                                                                    88,303
<SECURITIES>                                                                   0
<RECEIVABLES>                                                              3,200
<ALLOWANCES>                                                               1,600
<INVENTORY>                                                                    0
<CURRENT-ASSETS>                                                          89,903
<PP&E>                                                                 1,333,626
<DEPRECIATION>                                                           396,258
<TOTAL-ASSETS>                                                         1,027,271
<CURRENT-LIABILITIES>                                                     27,671
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                                       0
<OTHER-SE>                                                               999,600
<TOTAL-LIABILITY-AND-EQUITY>                                           1,027,671
<SALES>                                                                        0
<TOTAL-REVENUES>                                                         177,122
<CGS>                                                                          0
<TOTAL-COSTS>                                                            102,483
<OTHER-EXPENSES>                                                          44,834
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                             0
<INCOME-PRETAX>                                                           29,805
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                       29,805
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                              29,805
<EPS-PRIMARY>                                                               6.73
<EPS-DILUTED>                                                               6.73
                                                                       

</TABLE>


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