PUBLIC STORAGE PARTNERS II LTD
10-Q, 1997-08-12
LESSORS OF REAL PROPERTY, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the 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 0-8676
                       ------

                        PUBLIC STORAGE PARTNERS II, LTD.
                        -------------------------------
             (Exact name of registrant as specified in its charter)


          California                                                 95-3146963
- ------------------------------------                          -----------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                           Identification Number)

         701 Western Ave.
       Glendale, California                                               91201
- ------------------------------------                          -----------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:              (818) 244-8080
                                                              -----------------


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>


                                      INDEX


                                                                     Page
PART I.   FINANCIAL INFORMATION

Condensed balance sheets at June 30, 1997
   and December 31, 1996                                                2

Condensed statements of income for three and six
   months ended June 30, 1997 and 1996                                  3

Condensed statement of partners' deficit for the
   six months ended June 30, 1997                                       4

Condensed statements of cash flows for the
   six months ended June 30, 1997 and 1996                              5

Notes to condensed financial statements                                 6

Management's discussion and analysis of
   financial condition and results of operations                      7-8


PART II.  OTHER INFORMATION                                             9


<PAGE>


                          
                        PUBLIC STORAGE PARTNERS II, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      June 30,             December 31,
                                                                                        1997                   1996
                                                                                   --------------         --------------
                                                                                     (Unaudited)

                                     ASSETS
                                     ------

<S>                                                                                <C>                    <C>          
Cash and cash equivalents                                                          $     368,000          $     163,000
Rent and other receivables                                                                39,000                 17,000

Real estate facilities, at cost:
     Building, land improvements and equipment                                         3,402,000              3,360,000
     Land                                                                              1,267,000              1,267,000
                                                                                   --------------         --------------
                                                                                       4,669,000              4,627,000

     Less accumulated depreciation                                                    (2,524,000)            (2,434,000)
                                                                                   --------------         --------------
                                                                                       2,145,000              2,193,000
                                                                                   --------------         --------------

Other assets                                                                             183,000                193,000
                                                                                   --------------         --------------

Total assets                                                                       $   2,735,000          $   2,566,000
                                                                                   ==============         ==============

                        LIABILITIES AND PARTNERS' DEFICIT
                        ---------------------------------


Accounts payable                                                                   $       3,000          $       4,000
Deferred revenue                                                                          58,000                 66,000
Note payable                                                                           7,738,000              7,984,000

Partners' deficit:
     Limited partners' deficit, $500 per unit, 10,000
         units authorized, 9,890 issued and outstanding                               (3,756,000)            (4,071,000)
     General partner's deficit                                                        (1,308,000)            (1,417,000)
                                                                                   --------------         --------------

     Total partners' deficit                                                          (5,064,000)            (5,488,000)
                                                                                   --------------         --------------

Total liabilities and partners' deficit                                            $   2,735,000          $   2,566,000
                                                                                   ==============         ==============

</TABLE>
                            See accompanying notes.
                                       2

<PAGE>


                        PUBLIC STORAGE PARTNERS II, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended                  Six Months Ended
                                                                   June 30,                           June 30,
                                                        -------------------------------    -------------------------------
                                                             1997              1996             1997              1996
                                                        --------------   --------------    ---------------   -------------

  REVENUES:

  <S>                                                   <C>                <C>               <C>              <C>         
  Rental income                                         $     594,000      $    560,000      $ 1,187,000      $  1,127,000
  Other income                                                  4,000             1,000            7,000             1,000
                                                        --------------   --------------    ---------------   -------------
                                                              598,000           561,000        1,194,000         1,128,000
                                                        --------------   --------------    ---------------   -------------

  COSTS AND EXPENSES:

  Cost of operations                                          111,000           114,000          227,000           231,000
  Management fees paid to affiliate                            36,000            31,000           71,000            62,000
  Depreciation                                                 45,000            41,000           90,000            81,000
  Administrative                                               13,000            10,000           22,000            18,000
  Interest expense                                            179,000           222,000          360,000           440,000
                                                        --------------   --------------    ---------------   -------------
                                                              384,000           418,000          770,000           832,000
                                                        --------------   --------------    ---------------   -------------
  NET INCOME                                            $     214,000      $    143,000      $   424,000      $    296,000
                                                        ==============   ==============    ===============   =============

  Limited partners' share of net income ($42.37
     per unit in 1997 and $29.63 per unit in 1996)                                         $     419,000      $    293,000

  General partner's share of net income                                                            5,000             3,000
                                                                                           ---------------   -------------
                                                                                           $     424,000      $    296,000
                                                                                           ===============   =============
</TABLE>
                            See accompanying notes.
                                        3

<PAGE>


                        PUBLIC STORAGE PARTNERS II, LTD.
                    CONDENSED STATEMENT OF PARTNERS' DEFICIT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                             Total
                                                                Limited                General              Partners'
                                                               Partners                Partner               Deficit
                                                            -------------          -------------          -------------
<S>                                                          <C>                    <C>                    <C>         
Balance at December 31, 1996                                 $(4,071,000)           $(1,417,000)           $(5,488,000)

Net income                                                       419,000                  5,000                424,000

Equity transfer                                                 (104,000)               104,000                 -
                                                            -------------          -------------          -------------
Balance at June 30, 1997                                     $(3,756,000)           $(1,308,000)           $(5,064,000)
                                                            =============          =============          =============

</TABLE>
                            See accompanying notes.
                                       4

<PAGE>


                        PUBLIC STORAGE PARTNERS II, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                Six Months Ended
                                                                                                    June 30,
                                                                                    -----------------------------------------
                                                                                            1997                   1996
                                                                                    -----------------      ------------------

Cash flows from operating activities:

     <S>                                                                           <C>                    <C>            
     Net income                                                                    $       424,000        $       296,000

     Adjustments to  reconcile  net  income to net cash
         provided by operating activities:

     Depreciation                                                                           90,000                 81,000
     (Increase) decrease in rent and other receivables                                     (22,000)                10,000
     Amortization of prepaid loan fees                                                       5,000                  5,000
     Amortization of prepaid management fees                                                   -                   62,000
     Decrease (increase) in other assets                                                     5,000                (40,000)
     Decrease in accounts payable                                                           (1,000)               (15,000)
     Decrease in deferred revenue                                                           (8,000)                (8,000)
                                                                                    -----------------      ------------------

         Total adjustments                                                                  69,000                 95,000
                                                                                    -----------------      ------------------

         Net cash provided by operating activities                                         493,000                391,000
                                                                                    -----------------      ------------------
Cash flows from investing activities:

     Additions to real estate facilities                                                   (42,000)               (39,000)
                                                                                    -----------------      ------------------
         Net cash used in investing activities                                             (42,000)               (39,000)
                                                                                    -----------------      ------------------
Cash flows from financing activities:

     Principal payments on note payable                                                   (246,000)              (295,000)
                                                                                    -----------------      ------------------
         Net cash used in financing activities                                            (246,000)              (295,000)
                                                                                    -----------------      ------------------
Net increase in cash and cash equivalents                                                  205,000                 57,000

Cash and cash equivalents at beginning of period                                           163,000                   -
                                                                                    -----------------      ------------------

Cash and cash equivalents at end of period                                         $       368,000        $        57,000
                                                                                    =================      ==================
</TABLE>
                            See accompanying notes.
                                       5

<PAGE>


                        PUBLIC STORAGE PARTNERS II, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared  pursuant  to the  rules and  regulations  of the  Securities  and
     Exchange Commission.  Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations,   although   management  believes  that  the
     disclosures contained herein are adequate to make the information presented
     not misleading.  These unaudited condensed  financial  statements should be
     read in  conjunction  with  the  financial  statements  and  related  notes
     appearing in the  Partnership's  Form 10-K for the year ended  December 31,
     1996.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  reflect all  adjustments,  consisting of only normal
     accruals,  necessary to present fairly the Partnership's financial position
     at June 30,  1997,  the  results  of its  operations  for the three and six
     months  ended June 30,  1997 and 1996 and its cash flows for the six months
     then ended.

3.   The results of operations  for the three and six months ended June 30, 1997
     are not necessarily indicative of the results expected for the full year.


                                       6
<PAGE>


                        PUBLIC STORAGE PARTNERS II, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
- ---------------------

     THREE AND SIX MONTHS  ENDED JUNE 30, 1997  COMPARED TO THREE AND SIX MONTHS
ENDED JUNE 30, 1996:

     The  Partnership's  net income for the six months  ended June 30,  1997 was
$424,000  compared  to  $296,000  for  the  six  months  ended  June  30,  1996,
representing  an increase of $128,000 or 43%. The  Partnership's  net income for
the three months  ended June 30, 1997 was $214,000  compared to $143,000 for the
three months ended June 30,  1996,  representing  an increase of $71,000 or 50%.
These  increases  are primarily a result of increased  operating  results at the
Partnership's  real  estate  facilities  combined  with a decrease  in  interest
expense.

     Rental  income  for the six  months  ended  June 30,  1997  was  $1,187,000
compared to $1,127,000 for the six months ended June 30, 1996,  representing  an
increase of $60,000 or 5%.  Rental  income for the three  months  ended June 30,
1997 was $594,000 compared to $560,000 for the three months ended June 30, 1996,
representing  an  increase  of  $34,000 or 6%.  These  increases  are  primarily
attributable  to higher rental rates and occupancy  levels at the  Partnership's
mini-warehouse   facilities.  The  weighted  average  occupancy  levels  at  the
mini-warehouse  facilities  were 88% and 86% for the six  months  ended June 30,
1997 and 1996,  respectively.  Realized  rent for the six months  ended June 30,
1997  increased to $.90 per occupied  square foot from $.87 per occupied  square
foot for the six months ended June 30, 1996.

     Cost of operations  (including  management  fees paid to affiliate) for the
six months  ended June 30, 1997 was  $298,000  compared to $293,000  for the six
months  ended June 30, 1996,  representing  an increase of $5,000 or 2%. Cost of
operations  (including  management  fees paid to affiliate) for the three months
ended June 30, 1997 was $147,000 compared to $145,000 for the three months ended
June 30, 1996, representing an increase of $2,000 or 1%. This increase is mainly
attributable to an increase in management fees.

     In 1995, the  Partnership  prepaid eight months of 1996  management fees on
its mini-warehouse  operations,  discounted at the rate of 14% effective rate to
compensate  for early payment.  As a result,  management fee expense for the six
months  ended June 30,  1996 was $5,000  lower than it would have been under the
customary undiscounted fee structure.


                                       7

<PAGE>

     Interest expense decreased $80,000 to $360,000 in the six months ended June
30,  1997 from  $440,000  in the same  period in 1996.  This  decrease is mainly
attributable to lower outstanding  principal  balance on the Partnership's  note
payable.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Cash generated from operations  ($493,000 for the six months ended June 30,
1997) has been sufficient to meet all current obligations of the Partnership.

     In the fourth quarter of 1990, quarterly distributions were discontinued to
enable the  Partnership to make principal  repayments that commenced in 1990 and
will continue  through  November 2002, at which time the remaining  principal is
due.


                                       8
<PAGE>



                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are inapplicable.

ITEM 6   Exhibits and Reports on Form 8-K

         (a)  The following Exhibit is included herein:

                  (27) Financial Data Schedule

         (b)  Form 8 - K

                  None.

                                   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.

                                        DATED: August 12, 1997

                                        PUBLIC STORAGE PARTNERS II, LTD.

                                        BY:      Public Storage, Inc.
                                                 General Partner


                                        BY:      /s/ John Reyes
                                                 --------------
                                                 John Reyes
                                                 Senior Vice President and
                                                 Chief Financial Officer



                                       9


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000275915
<NAME>                        PUBLIC STORAGE PARTNERS II, LTD.
<MULTIPLIER>                                                              1
<CURRENCY>                                                               US
       
<S>                                                                     <C>
<PERIOD-TYPE>                                                         6-Mos
<FISCAL-YEAR-END>                                               Dec-31-1997
<PERIOD-START>                                                  Jan-01-1997
<PERIOD-END>                                                    Jun-30-1997
<EXCHANGE-RATE>                                                           1
<CASH>                                                              368,000
<SECURITIES>                                                              0
<RECEIVABLES>                                                        39,000
<ALLOWANCES>                                                              0
<INVENTORY>                                                               0
<CURRENT-ASSETS>                                                    407,000
<PP&E>                                                            4,669,000
<DEPRECIATION>                                                  (2,524,000)
<TOTAL-ASSETS>                                                    2,735,000
<CURRENT-LIABILITIES>                                                61,000
<BONDS>                                                           7,738,000
                                                     0
                                                               0
<COMMON>                                                                  0
<OTHER-SE>                                                      (5,064,000)
<TOTAL-LIABILITY-AND-EQUITY>                                      2,735,000
<SALES>                                                                   0
<TOTAL-REVENUES>                                                  1,194,000
<CGS>                                                                     0
<TOTAL-COSTS>                                                       298,000
<OTHER-EXPENSES>                                                    112,000
<LOSS-PROVISION>                                                          0
<INTEREST-EXPENSE>                                                  360,000
<INCOME-PRETAX>                                                     424,000
<INCOME-TAX>                                                              0
<INCOME-CONTINUING>                                                 424,000
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                        424,000
<EPS-PRIMARY>                                                         42.37
<EPS-DILUTED>                                                         42.37
        

</TABLE>


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