ARMORED STORAGE INCOME INVESTORS 2
10-Q, 1997-05-13
LESSORS OF REAL PROPERTY, NEC
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                             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:
  March 31, 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)


                                                   March 31,    December 31,
                                                     1997          1996
                                                 -----------    ------------

ASSETS

Property
  Land                                           $   242,825    $   242,825
  Buildings                                        1,068,145      1,068,145
  Furniture and fixtures                              22,655         22,655
                                                 -----------    -----------
                                                   1,333,625      1,333,625
         Less accumulated depreciation              (379,987)      (371,852)
                                                 -----------    -----------
                                                     953,638        961,773

Cash and cash equivalents                             94,748         87,874
Due from former General Partner(Note 4)               57,349         57,349
Other assets                                           1,600          1,600
                                                 -----------    -----------
                                                 $ 1,107,335    $ 1,108,596
                                                 ===========    ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                      13,116         20,281


Commitments (Note 3)

Partners' capital
  General partner                                     (1,970)        (2,265)
  Limited partners                                 1,096,189      1,090,580
                                                 -----------    -----------

                                                 $ 1,107,335    $ 1,108,596
                                                 ===========    ===========

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


                             STATEMENT OF OPERATIONS
                                   (unaudited)


                        For the Three Months     For the Year  For the Year
                               Ended                Ended         Ended
                        --------------------     ------------  ------------
                          March       March        December      December 
                        31, 1997    31, 1996       31, 1996      31, 1995  
                        --------    --------     ------------  ------------
                                                                          
Income                                                                    
  Rental                $  59,855   $  57,701      $ 221,032     $ 190,629 
  Interest                    401         316          1,504           974 
                        ---------   ---------      ---------     --------- 
                                                                          
                           60,256      58,017        222,536       191,603 
                        ---------   ---------      ---------     --------- 
                                                                          
                                                                          
Expenses                                                                  
  Property Operations      28,410      24,245         95,154        96,153 
  Administration           17,809      22,681         49,875        50,148 
  Amortization &                                                          
   Depreciation             8,135       9,119         35,492        35,213 
                        ---------   ---------      ---------     --------- 
                                                                          
                           54,354      56,045        180,521       181,514 
                        ---------   ---------      ---------     --------- 
                                                                          
Net Income (loss)       $   5,902   $   1,972      $  42,015     $ (10,089)
                        =========   =========      =========     ========= 

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


                             STATEMENTS OF CASH FLOW
                                   (unaudited)


                                                   For the Three Months Ended
                                                 -------------------------------
                                                 March 31, 1997   March 31, 1996
                                                 --------------   --------------

Cash Flows From Operating Activities
   Cash received from customers                    $ 59,855          $ 57,701 
      Cash paid to suppliers                        (53,382)          (53,863)
      Interest received                                 401               316 
                                                   --------          -------- 
                                                                              
      Net cash provided by operating activities    $  6,874             4,154 
                                                   --------          -------- 
                                                                              
Cash Flows From Investing Activities                   --                --   
                                                   --------          -------- 
                                                                              
Cash Flows From Financing Activities                                          
      Distributions to partners                        --                --   
                                                   --------          -------- 
                                                                              
      Net cash used in financing activities            --                --   
                                                   --------          -------- 
                                                                              
Increase (decrease) in cash                        $  6,874          $  4,154 
Cash and cash equivalents:                                                    
      Beginning                                      87,874            55,798 
                                                   --------          -------- 
                                                                              
      Ending                                       $ 94,748          $ 59.952 
                                                   --------          -------- 
                                                                              
                                                                              
Reconciliation Of Net Income (Loss) To Net Cash                               
Provided By Operating Activities:                                             
      Net income (loss)                            $  5,902          $  1,972 
      Adjustments to reconcile net income (loss)                              
        to net cash provided by                                               
        operating activities:                                                 
        Depreciation and amortization                 8,135             9,119 
      Change in assets and liabilities:                                       
        Increase (decrease) in accounts payable      (7,163)           (6,937)
                                                   --------          -------- 
                                                                              
      Net cash provided by operating activities    $  6,874          $  4,154 
                                                   ========          ======== 
                                                                              
                       See Notes to Financial Statements.
<PAGE>
                       ARMORED STORAGE INCOME INVESTORS 2,
                        a California Limited Partnership

                          NOTES OF FINANCIAL STATEMENTS
                                 March 31, 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
                                 March 31, 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 three months ended March 31,
                  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
                                 March 31, 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 March 31, 1997 the balance
                  due from former General Partner was $57,349.
<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
$59,855  during the first three  months of 1997  compared to $57,701  during the
first three months of 1996.  The facility  reached an occupancy  level of 90% at
the end of March 1997, down from 96% the prior year.

         Operating  expenses  through  March 31, 1997 were  $28,410  compared to
$24,245  for 1996.  Administrative  expenses  for 1997 were  $17,809  opposed to
$22,681 in 1996.

         Financial  results  reflect  a  continuing   healthy  Arizona  economy.
Occupancies have ranged from 90% to 96% over the past year with summer typically
showing  higher  rental  activity.  The  Partnership  continues  to upgrade  the
property in an effort to attract tenants.  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 March 31, 1997, the  Partnership  held cash and cash  equivalents
totaling $94,748 as compared to $59,952 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:  5/13/97
                                                  ------------

<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<EXCHANGE-RATE>                                          1
<CASH>                                              94,748 
<SECURITIES>                                             0 
<RECEIVABLES>                                        3,200 
<ALLOWANCES>                                         1,600 
<INVENTORY>                                              0 
<CURRENT-ASSETS>                                    96,348 
<PP&E>                                           1,325,450 
<DEPRECIATION>                                     379,987 
<TOTAL-ASSETS>                                   1,107,335 
<CURRENT-LIABILITIES>                               13,116 
<BONDS>                                                  0 
                                    0 
                                              0 
<COMMON>                                                 0 
<OTHER-SE>                                       1,094,219 
<TOTAL-LIABILITY-AND-EQUITY>                     1,107,335 
<SALES>                                                  0 
<TOTAL-REVENUES>                                    59,855 
<CGS>                                                    0 
<TOTAL-COSTS>                                       36,545 
<OTHER-EXPENSES>                                    17,809 
<LOSS-PROVISION>                                         0 
<INTEREST-EXPENSE>                                       0 
<INCOME-PRETAX>                                      5,902 
<INCOME-TAX>                                             0 
<INCOME-CONTINUING>                                  5,902 
<DISCONTINUED>                                           0 
<EXTRAORDINARY>                                          0 
<CHANGES>                                                0 
<NET-INCOME>                                         5,902 
<EPS-PRIMARY>                                         1.33 
<EPS-DILUTED>                                         1.33 
                                               


</TABLE>


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