PUBLIC STORAGE PARTNERS II LTD
10-Q, 1997-05-14
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 March 31, 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 March 31, 1997                    
     and December 31, 1996                                               2

   Condensed statements of income for the three
     months ended March 31, 1997 and 1996                                3

   Condensed statement of partners' deficit for the
     three months ended March 31, 1997                                   4

   Condensed statements of cash flows for the
     three months ended March 31, 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>
<TABLE>



                        PUBLIC STORAGE PARTNERS II, LTD.
                            CONDENSED BALANCE SHEETS

<CAPTION>
                                                                             March 31,            December 31,
                                                                               1997                   1996
                                                                        ------------------     ------------------
                                     ASSETS
                                     ------
<S>                                                                       <C>                    <C> 
Cash and cash equivalents                                                 $       308,000        $       163,000
Rent and other receivables                                                         17,000                 17,000

Real estate facilities:
      Building, land improvements and equipment                                 3,381,000              3,360,000
      Land                                                                      1,267,000              1,267,000
                                                                        ------------------     ------------------
                                                                                4,648,000              4,627,000

      Less accumulated depreciation                                            (2,479,000)            (2,434,000)
                                                                        ------------------     ------------------
                                                                                2,169,000              2,193,000
                                                                        ------------------     ------------------

Other assets                                                                      185,000                193,000
                                                                        ------------------     ------------------
Total assets                                                              $     2,679,000        $     2,566,000
                                                                        ==================     ==================

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

Accounts payable                                                          $        23,000        $         4,000
Deferred revenue                                                                   72,000                 66,000
Note payable                                                                    7,862,000              7,984,000

Partners' deficit:
      Limited partners' deficit, $500 per unit, 10,000
         units authorized, 9,890 issued and outstanding                        (3,915,000)            (4,071,000)
      General partner's deficit                                                (1,363,000)            (1,417,000)
                                                                        ------------------     ------------------

      Total partners' deficit                                                  (5,278,000)            (5,488,000)
                                                                        ------------------     ------------------
Total liabilities and partners' deficit                                   $     2,679,000        $     2,566,000
                                                                        ==================     ==================



</TABLE>
                            See accompanying notes.
                                       2



<PAGE>
<TABLE>



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

<CAPTION>

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

REVENUES:
<S>                                                                    <C>                    <C>                           
Rental income                                                          $      593,000         $      567,000
Other income                                                                    3,000                   -
                                                                       -----------------      -----------------
                                                                              596,000                567,000
                                                                       -----------------      -----------------

COSTS AND EXPENSES:

Cost of operations                                                            116,000                117,000
Management fees paid to affiliate                                              35,000                 31,000
Depreciation                                                                   45,000                 40,000
Administrative                                                                  9,000                  8,000
Interest expense                                                              181,000                218,000
                                                                       -----------------      -----------------

                                                                              386,000                414,000
                                                                       -----------------      -----------------
NET INCOME                                                             $      210,000         $      153,000
                                                                       =================      =================

Limited partners' share of net income
     ($21.03 per unit in 1997 and $15.27 per unit in 1996)             $      208,000         $      151,000

General partner's share of net income                                           2,000                  2,000
                                                                       -----------------      -----------------
                                                                       $      210,000         $      153,000
                                                                       =================      =================



</TABLE>
                            See accompanying notes.
                                       3



<PAGE>
<TABLE>



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

<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                                                 208,000                 2,000                210,000

Equity transfer                                            (52,000)               52,000                   -
                                                      ---------------       ---------------        ---------------
Balance at March 31, 1997                              $(3,915,000)          $(1,363,000)           $(5,278,000)
                                                      ===============       ===============        ===============



</TABLE>
                            See accompanying notes.
                                       4



<PAGE>
<TABLE>



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

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


Cash flows from operating activities:
     <S>                                                                  <C>                    <C>    
     Net income                                                           $      210,000         $      153,000

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

     Depreciation                                                                 45,000                 40,000
     Decrease in rent and other receivables                                         -                     1,000
     Amortization of  prepaid loan fees                                            3,000                  3,000
     Amortization of prepaid management fees                                        -                    31,000
     Decrease (increase) in other assets                                           5,000                 (2,000)
     Increase in accounts payable                                                 19,000                 44,000
     Increase in deferred revenue                                                  6,000                  1,000
                                                                         -----------------       ---------------

         Total adjustments                                                        78,000                118,000
                                                                         -----------------       ---------------
         Net cash provided by operating activities                               288,000                271,000
                                                                         -----------------       ---------------
Cash flows from investing activities:

     Additions to real estate facilities                                         (21,000)                (4,000)
                                                                         -----------------       ---------------
         Net cash used in investing activities                                   (21,000)                (4,000)
                                                                         -----------------       ---------------
Cash flows from financing activities:

     Principal payments on note payable                                         (122,000)              (155,000)
                                                                         -----------------       ---------------
         Net cash used in financing activities                                  (122,000)              (155,000)
                                                                         -----------------       ---------------
Net increase in cash and cash equivalents                                        145,000                112,000

Cash and cash equivalents at beginning of period                                 163,000                   -
                                                                         -----------------       ---------------
Cash and cash equivalents at end of period                                $      308,000         $      112,000
                                                                         =================       ===============



</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 March 31, 1997, the results of its operations for the three months ended
     March 31, 1997 and its cash flows for the three months then ended.

3.   The results of operations for the three months ended March 31, 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 MONTHS ENDED MARCH 31, 1997  COMPARED TO THREE MONTHS ENDED MARCH 31,
1996:

     The  Partnership's net income for the three months ended March 31, 1997 was
$210,000  compared  to  $153,000  for the three  months  ended  March 31,  1996,
representing  an increase of $57,000 or 4%. This  increase is 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 three  months  ended  March 31,  1997 was  $593,000
compared to $567,000 for the three months ended March 31, 1996,  representing an
increase of $26,000 or 5%. This  increase is  primarily  attributable  to higher
rental  rates  at the  Partnership's  mini-warehouse  facilities.  The  weighted
average occupancy levels at the mini-warehouse  facilities were 85% for both the
three months ended March 31, 1997 and 1996.  Realized  rent for the three months
ended March 31, 1997  increased to $.92 per  occupied  square foot from $.88 per
occupied square foot for the three months ended March 31, 1996.

     Cost of operations  (including  management  fees paid to affiliate) for the
three  months  ended March 31, 1997 was  $151,000  compared to $148,000  for the
three  months ended March 31,  1996,  representing  an increase of $3,000 or 2%.
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 three
months  ended March 31, 1996 was $3,000  lower than it would have been under the
customary, undiscounted fee structure.


                                       7



<PAGE>



     Interest  expense  decreased  $37,000 to $181,000 in the three months ended
March 31, 1997 from $218,000 in the same period in 1996. This decrease is mainly
attributable to lower outstanding  principal  balances on the Partnership's note
payable.

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

     Cash generated from  operations  ($288,000 for the three months ended March
31,  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: May 13, 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>                                                           3-MOS
<FISCAL-YEAR-END>                                                 Dec-31-1997
<PERIOD-START>                                                    Jan-01-1997
<PERIOD-END>                                                      Mar-31-1997
<EXCHANGE-RATE>                                                             1
<CASH>                                                                308,000
<SECURITIES>                                                                0
<RECEIVABLES>                                                          17,000
<ALLOWANCES>                                                                0
<INVENTORY>                                                                 0
<CURRENT-ASSETS>                                                      510,000
<PP&E>                                                              4,648,000
<DEPRECIATION>                                                    (2,479,000)
<TOTAL-ASSETS>                                                      2,679,000
<CURRENT-LIABILITIES>                                                  95,000
<BONDS>                                                             7,862,000
                                                       0
                                                                 0
<COMMON>                                                                    0
<OTHER-SE>                                                        (5,278,000)
<TOTAL-LIABILITY-AND-EQUITY>                                        2,679,000
<SALES>                                                                     0
<TOTAL-REVENUES>                                                      596,000
<CGS>                                                                       0
<TOTAL-COSTS>                                                         151,000
<OTHER-EXPENSES>                                                       54,000
<LOSS-PROVISION>                                                            0
<INTEREST-EXPENSE>                                                    181,000
<INCOME-PRETAX>                                                       210,000
<INCOME-TAX>                                                                0
<INCOME-CONTINUING>                                                   210,000
<DISCONTINUED>                                                              0
<EXTRAORDINARY>                                                             0
<CHANGES>                                                                   0
<NET-INCOME>                                                          210,000
<EPS-PRIMARY>                                                           21.03
<EPS-DILUTED>                                                           21.03
        

</TABLE>


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