RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1997-08-18
FINANCE SERVICES
Previous: QUALCOMM INC/DE, 424B4, 1997-08-18
Next: BUCKEYE PARTNERS L P, S-3, 1997-08-18



                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934


       For the quarterly period ended June 30, 1997

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________ to ____________

                         Commission file number 0-16856


                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.   
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                           13-3368726
- --------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


411 West Putnam Avenue    Greenwich, CT                       06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


                                 (203) 862-7000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by checkmark  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>
================================================================================
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
================================================================================

                            FORM 10-Q - JUNE 30, 1997





                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

      BALANCE SHEETS - June 30, 1997 and December 31, 1996 .....................


      STATEMENTS OF INCOME - For the three months ended June 30, 1997 and 1996
            and for the six months ended June 30, 1997 and 1996 ................


      STATEMENT OF PARTNERS' EQUITY - For the six months ended June 30, 1997 ...


      STATEMENTS OF CASH FLOWS - For the six months ended June 30, 1997 and 1996


NOTES TO FINANCIAL STATEMENTS ..................................................

    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS ..............................


PART II - OTHER INFORMATION

    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ..................................

SIGNATURES......................................................................

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                        RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                       BALANCE SHEETS



                                                                 June 30,     December 31,
                                                                   1997           1996
                                                               -----------    -----------
<S>                                                            <C>            <C>
ASSETS

      Investments in mortgage loans (net of allowance for
         loan losses of $12,133,380) ......................    $16,616,033    $16,616,033
      Cash and cash equivalents ...........................      2,879,942      2,873,084
      Other receivable ....................................           --           11,899
                                                               -----------    -----------

                                                               $19,495,975    $19,501,016
                                                               ===========    ===========


 LIABILITIES AND PARTNERS' EQUITY

 Liabilities
      Accounts payable and accrued expenses ...............    $    85,283    $   130,798
                                                               -----------    -----------

 Commitments and contingencies

 Partners' equity
      Limited partners' equity (as restated) (187,919 units
         issued and outstanding) ..........................     18,925,450     18,885,988
      General partners' equity (as restated) ..............        485,242        484,230
                                                               -----------    -----------

             Total partners' equity .......................     19,410,692     19,370,218
                                                               -----------    -----------

                                                               $19,495,975    $19,501,016
                                                               ===========    ===========



                             See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                             STATEMENTS OF OPERATIONS


                                                     For the three months ended       For the six months ended
                                                               June 30,                       June 30,
                                                     ---------------------------     ---------------------------
                                                         1997            1996            1997            1996
                                                     -----------     -----------     -----------     -----------
<S>                                                  <C>             <C>             <C>             <C>
Revenues
     Short term investment interest .............    $    36,460     $    23,529     $    70,941     $    52,507
     Other income ...............................          7,350           7,590          13,440          16,448
     Mortgage loans interest income .............           --           399,552            --           788,565
                                                     -----------     -----------     -----------     -----------

                                                          43,810         430,671          84,381         857,520
                                                     -----------     -----------     -----------     -----------

Costs and expenses
     General and administrative expenses ........         39,053          38,242          43,907          79,668
     Write-down for loan losses .................           --         1,515,000            --         1,515,000
                                                     -----------     -----------     -----------     -----------

                                                          39,053       1,553,242          43,907       1,594,668
                                                     -----------     -----------     -----------     -----------

Net income (loss) ...............................    $     4,757     $(1,122,571)    $    40,474     $  (737,148)
                                                     ===========     ===========     ===========     ===========


Net income (loss) attributable to
     Limited partners ...........................    $     4,638     $(1,094,507)    $    39,462     $  (718,719)
     General partners ...........................            119         (28,064)          1,012         (18,429)
                                                     -----------     -----------     -----------     -----------

                                                     $     4,757     $(1,122,571)    $    40,474     $  (737,148)
                                                     ===========     ===========     ===========     ===========

Net income (loss) per unit of limited partnership
     interest (187,919 units outstanding) .......    $       .02     $     (5.82)    $       .21     $     (3.82)
                                                     ===========     ===========     ===========     ===========



                                       See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                              STATEMENT OF PARTNERS' EQUITY


                                             General           Limited          Total
                                            Partners'         Partners'        Partners'
                                             Equity            Equity           Equity
                                          ------------     ------------     ------------
<S>                                       <C>              <C>              <C>

Balance, January 1, 1997 .............    $   (249,527)    $ 19,619,745     $ 19,370,218

Reallocation of partners' equity
                                               733,757         (733,757)            --
                                          ------------     ------------     ------------

Balance, January 1, 1997 (as restated)         484,230       18,885,988       19,370,218


Net income for the six months ended
     June 30, 1997
                                                 1,012           39,462           40,474
                                          ------------     ------------     ------------

Balance, June 30, 1997 ...............    $    485,242     $ 18,925,450     $ 19,410,692
                                          ============     ============     ============




                           See notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P. 

                                  STATEMENT OF CASH FLOWS



                                                                 For the six months ended
                                                                          June 30,
                                                               ---------------------------
                                                                    1997            1996
                                                               -----------     -----------
<S>                                                            <C>             <C>
Net income (loss) .........................................    $    40,474     $  (737,148)

Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities
        Non-cash revenue earned on mortgage loans .........           --          (788,565)
        Write-down for loan losses ........................           --         1,515,000

Changes in assets and liabilities
     Other receivable .....................................         11,899            --
     Accounts payable and accrued expenses ................        (45,515)           (828)
                                                               -----------     -----------

        Net cash provided by (used in) operating activities          6,858         (11,541)
                                                               -----------     -----------

                                                                     6,858         (11,541)
                                                               -----------     -----------

                                                                 2,873,084       2,835,755
                                                               -----------     -----------

                                                               $ 2,879,942     $ 2,824,214
                                                               ===========     ===========



                            See notes to financial statements.
</TABLE>
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS



1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements,  footnotes and  discussions  should be read in  conjunction
         with  the  financial  statements,  related  footnotes  and  discussions
         contained  in the  Resources  Accrued  Mortgage  Investors 2 L.P.  (the
         "Partnership")  annual report on Form 10-K for the year ended  December
         31, 1996.  The results of operations  for the six months ended June 30,
         1997 are not  necessarily  indicative of the results to be expected for
         the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Investments in mortgage loans

         The Partnership principally invested in "zero coupon" senior and junior
         mortgage loans on properties owned or acquired by limited  partnerships
         originally sponsored by affiliates of the General Partners. These loans
         generally contain provisions whereby the Partnership may be entitled to
         additional interest represented by participation in the appreciation of
         the underlying property.

         The  Partnership  accounts for its  investments in mortgage loans under
         the following methods:

               Investment method

             Mortgage loans  representing  transactions in which the Partnership
             is  considered to have  substantially  the same risks and potential
             rewards as the borrower are  accounted for as  investments  in real
             estate  rather  than  as  loans.   Although  the  transactions  are
             structured as loans,  due to the terms of the zero coupon mortgage,
             it is not readily  determinable at inception that the borrower will
             continue to maintain a minimum  investment in the  property.  Under
             this  method of  accounting,  the  Partnership  will  recognize  as
             revenue  the  lesser of the  amount of  interest  as  contractually
             provided  for in the  mortgage  loan,  or its pro rata share of the
             actual  cash  flow  from  operations  of  the  underlying  property
             inclusive  of  depreciation  and  interest  expense  on any  senior
             indebtedness.   None  of  the  Partnership's   mortgage  loans  are
             currently recognizing revenue under the investment method.

               Interest method

             Under this method of accounting, the Partnership recognizes revenue
             as  interest  income  over the term of the  mortgage  loan so as to
             produce a constant  periodic rate of return.  Interest  income will
             not be  recognized  as  revenue  during  periods  where  there  are
             concerns  about the  ultimate  realization  of the interest or loan
             principal.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Allowance for loan losses

             An allowance for loan losses is established  based upon a quarterly
             review  of  each  of  the  mortgage  loans  in  the   Partnership's
             portfolio.  In  performing  this review,  management  considers the
             estimated net  realizable  value of the mortgage loan or collateral
             as well as other factors, such as the current occupancy, the amount
             and status of any senior debt,  the  prospects for the property and
             the economic situation in the region where the property is located.
             Because this  determination  of net realizable  value is based upon
             projections  of  future   economic   events  which  are  inherently
             subjective,  the amounts  ultimately  realized at  disposition  may
             differ materially from the carrying value as of June 30, 1997.

         The allowance is inherently  subjective and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future conditions. The Partnership may provide for additional losses in
         subsequent periods and such provisions could be material.  A $1,515,000
         allowance  for loan  losses was  recorded  on the Twin Oak loan for the
         quarter  ended June 30, 1996. No allowance was required for the quarter
         ended June 30, 1997.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Managing General Partner of the Partnership,  RAM Funding, Inc., is
         a wholly-owned subsidiary of Presidio Capital Corp.  ("Presidio").  The
         Associate  General  Partner of the Partnership is Presidio AGP Corp., a
         Delaware  Corporation  ("Presidio  AGP"),  which is also a wholly-owned
         subsidiary of Presidio.  The general partners and certain affiliates of
         the general  partners,  are general  partners in several  other limited
         partnerships  which are also  affiliated  with Presidio,  and which are
         engaged in  businesses  that are,  or may be in the  future,  in direct
         competition  with the  Partnership.  Wexford  Management LLC, a company
         controlled  by certain  officers and  directors  of Presidio,  performs
         management and administrative  services for Presidio and its direct and
         indirect  subsidiaries as well as the  Partnership.  For the six months
         ended June 30,  1997 and 1996,  reimbursable  expenses  paid to Wexford
         amounted to $12,799 and $26,652,  respectively.  Wexford Management LLC
         is engaged to perform similar  services for other similar entities that
         may be in competition with the Partnership.

         The  Partnership   has  invested   principally  in  mortgage  loans  on
         properties   owned  or  acquired  by   privately   syndicated   limited
         partnerships  which are  controlled by Presidio.  Transactions  entered
         into between the  Partnership and such entities are subject to inherent
         conflicts of interest.

         The General  Partners are  allocated  2.5% of the net income or loss of
         the  Partnership  and are entitled to 2.5% of  distributions.  The 2.5%
         shall be apportioned 98% to the Managing  General Partner and 2% to the
         Associate  General  Partner.  For the quarters  ended June 30, 1997 and
         1996, the Managing  General Partner and Associate  General Partner were
         allocated  net income  (loss) of $117 and $2 and  $(27,503) and $(561),
         respectively.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES

         The Partnership  invests in zero-coupon,  nonrecourse senior and junior
         mortgage  loans.  Collection  of the amounts  due on the  Partnership's
         junior mortgage loans is solely  dependent upon the sale or refinancing
         of the  underlying  properties  at amounts  sufficient  to satisfy  the
         Partnership's mortgage notes after payment of the senior mortgage notes
         owned by unaffiliated third parties.

         The Partnership has three outstanding loans.

         The  Partnership  has prepared  internal  appraisals for the properties
         owned by Twin Oak Plaza  Associates,  L.P.  ("Twin  Oak") and High Cash
         Partners,  L.P.  ("High  Cash").  The general  partners of Twin Oak are
         affiliated with the Managing General Partner of the Partnership.  Until
         June 1997, the general  partners of High Cash were  affiliated with the
         Managing General Partner of the Partnership. The Twin Oak and High Cash
         loans  require that if the  appraisal  indicates  that the value of all
         indebtedness  senior to and including the  Partnership's  loan,  taking
         into account principal plus accrued interest in excess of 5% per annum,
         exceeds 85% of the then current appraisal,  the borrower must repay the
         indebtedness to a point where the 85% loan to value ratio is restored.

         Twin Oak is currently failing this test and it is anticipated that High
         Cash will fail this test by December  1997.  The  Partnership  will not
         take action  against the  borrowers at this time. By calling its loans,
         the   Partnership   believes  the  borrowers  would  most  likely  seek
         protection under Chapter 11 of the United States Bankruptcy Code, which
         would require the Partnership to expend legal and administrative funds.
         Since  the  estimated   market  value  of  the  Twin  Oak  property  is
         approximately  equal to the first  mortgage plus the carrying  value of
         the  Partnership's  mortgage and the estimated market value of the High
         Cash property is approximately equal to the Partnership's  mortgage, by
         calling  its  loans,  the  Partnership  would  further  jeopardize  its
         potential  for  realizing  the full  contractual  value of its mortgage
         loans.

          Twin Oak loan

         The first mortgage on this property,  which is held by an  unaffiliated
         third party, was due to mature on July 1, 1993,  however,  during 1993,
         this loan was  extended  for three years until July 1, 1996.  The terms
         and  conditions  of the  extension  were  essentially  the  same as the
         original  loan.  During March 1997, the Twin Oak borrower and its first
         mortgage  lender agreed in principal to extend the maturity date of the
         first  mortgage  until July 1, 1998.  In addition,  the first  mortgage
         holder  agreed to increase  the first  mortgage by $175,000 in order to
         allow Twin Oak to become current on its first mortgage payments.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         The Partnership agreed to the loan extension on the condition that Twin
         Oak provide to the  Partnership a  deed-in-lieu  of  foreclosure of the
         Twin Oak  property  on or  before  the  extended  due date of the first
         mortgage, which would occur on July 1, 1998, unless Twin Oak is able to
         refinance the first mortgage and the Partnership's mortgage before such
         date. Should the Partnership receive the deed to the Twin Oak property,
         the  Partnership  would  own the  property  subject  to the  terms  and
         conditions of the first mortgage. Consummation of the loan extension is
         subject to final  documentation  and is  expected  to close  during the
         third quarter of 1997.

          Sierra loan

         During the first  quarter of 1997,  High Cash,  the owner of the Sierra
         property  and the borrower  under the Sierra  loan,  wrote the property
         down to its estimated fair market value of $15,875,000.  The balance of
         the Sierra loan at December 31, 1996 was approximately  $15,979,000 and
         it is unlikely that any additional  interest accrued on the Sierra loan
         will ultimately be recovered from the value of the underlying property.
         Consequently,  as of January 1, 1997 the  Partnership  ceased  accruing
         interest on the Sierra loan.

         On June 13, 1997, the General  Partners of High Cash sold their general
         partner   interests  to  Pembroke  HCPLLC  and   Pembroke   AGP  Corp.,
         unaffiliated third parties.

         Interest  recognized  for  the  Partnership's  mortgage  loans  are  as
         follows:
<TABLE>
<CAPTION>

                                                   Six months ended June 30,

     Description                                     1997            1996
     -----------                                     ----            ----
<S>                                               <C>              <C>
Shopping Center
    Sierra Marketplace (a), (b)
    Reno, Nevada .........................        $    --          $788,565
                                                  ========         ========

         (a)   This loan is accounted for under the interest method.

         (b)   The  Partnership  may be entitled to  additional  interest in the
               appreciation   of  this  property  which  is  subordinated  to  a
               specified  return  to  the  Borrower.  It is  unlikely  that  the
               Partnership will realize any additional interest from this loan.
</TABLE>
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
<TABLE>
<CAPTION>
                                                                                        Mortgage      Mortgage       Mortgage    
                                 Interest  Compound               Loan       Maturity    Amount      Purchased      Placement   
Description                        Rate %   Period     Type       Date        Date      Advanced      Interest        Fees      
- -----------                        ------   ------     ----       ----        ----      --------      --------        ----      
<S>                                <C>      <C>        <C>    <C>          <C>        <C>           <C>         <C>           
 Office Building
    Harbor Plaza                   13.307   Monthly     2nd   13-Feb-89    1-Dec-98(e) $10,000,000  $    23,513  $   594,867 
    Boston, MA (a)

    Sierra Marketplace (b)(c)      11.220   Monthly     1st   10-Feb-89    28-Feb-01     6,500,000        -          385,757 
    Reno, NV

    Twin Oak (b)                   12.280   Annually    2nd   3-Apr-90     1-May-02     1,200,000        -            71,218 
    Ft. Lauderdale, FL
                                                                                      -----------  -----------  ------------
                                                                                      $17,700,000  $    23,513  $  1,051,842
                                                                                      ===========  ===========  ============ 

</TABLE>
<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

<TABLE>
<CAPTION>
                                                                                                                   (d)
                                       Interest recognized                         Carrying value           Contractual Balance   
                                       -------------------                         --------------           -------------------   
                                     June 30,      1996 and      Reserves/      June 30,     Dec. 31,     June 30,      Dec. 31,  
Description                            1997          Prior      Write-offs        1997         1996         1997          1996  
- -----------                            ----          -----      ----------        ----         ----         ----          ----  
<S>                                 <C>          <C>          <C>            <C>           <C>           <C>           <C>        
 Office Building          
    Harbor Plaza                    $     -      $     -      $(10,618,380)  $      -      $     -       $ 30,326,736  $28,385,000
    Boston, MA (a)                                                                                                                
                                                                                                                                  
    Sierra Marketplace (b)(c)             -        9,093,598        -          15,979,355   15,979,355     16,589,534   15,688,576
    Reno, NV                                                                                                                      
                                                                                                                                  
    Twin Oak (b)                          -          880,460    (1,515,000)       636,678      636,678      2,774,841    2,614,938
    Ft. Lauderdale, FL    
                                    -----------  -----------  ------------   ------------  ------------  ------------  -----------
                                    $     -      $ 9,974,058  $(12,133,380)  $ 16,616,033  $ 16,616,033  $ 49,691,111  $46,688,514
                                    ===========  ===========  ============   ============  ============  ============  ===========

         (a) This loan is accounted for under the investment method.
         (b) These loans are accounted for under the interest method.
         (c) The  Partnership  may be  entitled  to  additional  interest in the
         appreciation  of the  property  which is  subordinated  to a  specified
         return  to the  borrower.  It is  unlikely  that the  Partnership  will
         realize any additional interest from this loan.
         (d) Contractual balance represents the amount that would be paid by the
         borrower if the loan was liquidated  (principal  plus accrued  interest
         earned to date).
         (e) The mortgage was extended until December 1, 1999.
</TABLE>
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Summary of mortgage activity is as follows:
<TABLE>
<CAPTION>

                                       Six months ended                                  Year ended
                                         June 30, 1997                                December 31, 1996
                            -------------------------------------------  ----------------------------------------------
                            Investment      Interest                     Investment        Interest
                              Method         Method            Total        Method          Method            Total
                              -------     ------------     ------------     -------     ------------      ------------
<S>                           <C>         <C>              <C>              <C>         <C>               <C>
Opening balance .........     $  --       $ 16,616,033     $ 16,616,033     $  --       $ 16,511,153      $ 16,511,153
Income recognized .......        --               --               --          --          1,619,880         1,619,880
Allowance for loan losses        --               --               --          --         (1,515,000)       (1,515,000)
                              -------     ------------     ------------     -------     ------------      ------------

Ending balance ..........     $  --       $ 16,616,033     $ 16,616,033     $  --       $ 16,616,033      $ 16,616,033
                              =======     ============     ============     =======     ============      ============
</TABLE>
5        PARTNERS' EQUITY

         The General  Partners hold a 2.5% equity  interest in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not reflect the  General  Partners'  2.5% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial statements to reallocate $733,757 (2.5% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

         Liquidity and Capital Resources

         The General  Partners hold a 2.5% equity  interest in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not reflect the  General  Partners'  2.5% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial statements to reallocate $733,757 (2.5% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

         The  Partnership  invested the net  proceeds of its public  offering in
         four  "zero  coupon"  first  and  junior  mortgage  loans   aggregating
         $23,300,000 in principal and secured by properties owned principally by
         privately  and  publicly  syndicated  limited  partnerships  originally
         sponsored by affiliates of the general partners.

         The  Partnership  currently  has  investments  in three  of these  four
         mortgage loans approximately $17,700,000 in principal.

         As of June 30, 1997, the Partnership  had working  capital  reserves of
         approximately  $2,900,000.  Working  capital  reserves  are invested in
         short-term  instruments  and  are  expected  to be  sufficient  to  pay
         administrative  expenses  during  the  term  of  the  Partnership.  The
         Partnership does not anticipate making any distributions from cash flow
         during its first 8 to 12 years of operations, or until such time as the
         mortgage loans mature or are prepaid.

          Results of operations

         Net income increased for the six months and the three months ended June
         30, 1997  compared  to the same  periods in 1996.  The  increase in net
         income for the six months and the three  months ended June 30, 1997 was
         primarily due to the provision for loan losses recorded in 1996.

         Revenues  decreased for both the six months and three months ended June
         30, 1997 as  compared to the same  periods in 1996.  The  decrease  was
         primarily  a result  of the  decrease  in  interest  income  due to the
         cessation of the accrual of interest on the Sierra loan.

         Costs and expenses  decreased for the six months and three months ended
         June 30, 1997.  The decrease was due to a decrease in the provision for
         loan losses and a decrease in general and administrative costs. General
         and  administrative  costs  decreased  for the six months and  remained
         constant for the three months ended June 30, 1997. The decrease was the
         result of a decrease in payroll  costs in 1997 coupled with 1996 actual
         payroll costs being less than anticipated and reversed in 1997.

         Inflation  has not had a material  effect on the  Partnership's  recent
         operations  or  financial  condition  and is  not  expected  to  have a
         material effect in the future.
<PAGE>
                          PART II - OTHER INFORMATION



ITEM 5. OTHER EVENTS

         On July 25, 1997, Wexford Management LLC ("Wexford"), the administrator
         for  Presidio  Capital  Corp.  ("Presidio")  the parent  company of RAM
         Funding  Inc.  and  Presidio AGP Corp,  the  Management  and  Associate
         General Partners, respectively, of Resources Accrued Mortgage Investors
         2 L.P.  (the  "Partnership"),  received  notice from  Presidio  Holding
         Company,  LLC,  which  stated  that  it is  the  holder  of  63% of the
         outstanding  Class A common shares of Presidio,  that it was seeking to
         remove the three  current  Class A directors  and  replacing  them with
         Edward  Scheetz,  David  Hamamoto and David King  effective as of 12:00
         p.m. on September 2, 1997.  There  exists  substantial  doubt as to the
         effectiveness of such notice.  On August 15, 1997,  Presidio applied to
         the  Judge  of the High  Court  in the  British  Virgin  Islands  for a
         declaration  that the written  resolution of Presidio Holding LLC dated
         July 25, 1997 was invalid and of no effect insofar as it purports to be
         a written resolution of the Class A Members of Presidio.

         As of August 18, 1997, there have been no changes in the composition of
         the officers and directors of the general  partners.  In addition,  the
         administrative services agreement with Wexford remains in effect and is
         scheduled to terminate in November 1997.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



         (a)      Exhibits:    None

         (b)      Reports on Form 8-K:   A Form 8-K was filed on August 7, 1997.
<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.



                                           RESOURCES ACCRUED MORTGAGE
                                           INVESTORS 2 L.P.

                                           By:     RAM Funding, Inc.
                                                   Managing General Partner




Dated:     August 18, 1997                  By:    /s/ Frederick Simon
                                                   -------------------
                                                   Frederick Simon
                                                   President
                                                   (Duly Authorized Officer)


Dated:     August 18, 1997                 By:     /s/ Jay L. Maymudes
                                                   -------------------
                                                   Jay L. Maymudes
                                                   Vice President, Secretary and
                                                   Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements  of the  June  30,  1997  Form  10-Q of  Resources  Accrued  Mortgage
Investors 2 L.P. and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       2,879,942
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,879,942
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,495,975
<CURRENT-LIABILITIES>                           85,283
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  19,410,692
<TOTAL-LIABILITY-AND-EQUITY>                19,495,975
<SALES>                                              0
<TOTAL-REVENUES>                                84,381
<CGS>                                                0
<TOTAL-COSTS>                                   43,907
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             40,474
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    40,474
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission