PUBLIC STORAGE PARTNERS II LTD
10-Q, 1997-11-12
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 September 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 Avenue
           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 September 30, 1997
     and December 31, 1996                                                  2

Condensed statements of income for the three and nine
     months ended September 30, 1997 and 1996                               3

Condensed statement of partners' deficit for the
     nine months ended September 30, 1997                                   4

Condensed statements of cash flows for the
     nine months ended September 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>
                                                                          September 30,          December 31,
                                                                              1997                   1996
                                                                        -------------------   ------------------
                                                                           (Unaudited)
                                     ASSETS
                                     ------


 <S>                                                                         <C>                  <C>      
 Cash and cash equivalents                                                     $ 524,000            $ 163,000
 Rent and other receivables                                                       21,000               17,000

 Real estate facilities, at cost:
      Buildings, land improvements and equipment                               3,461,000            3,360,000
      Land                                                                     1,267,000            1,267,000
                                                                        -------------------   ------------------
                                                                               4,728,000            4,627,000

      Less accumulated depreciation                                           (2,572,000)          (2,434,000)
                                                                        -------------------   ------------------
                                                                               2,156,000            2,193,000
                                                                        -------------------   ------------------

 Other assets                                                                    184,000              193,000
                                                                        -------------------   ------------------
 Total assets                                                                $ 2,885,000          $ 2,566,000
                                                                        ===================   ==================
                                                                 
                        LIABILITIES AND PARTNERS' DEFICIT
                        ---------------------------------

 Accounts payable                                                               $ 12,000              $ 4,000
 Deferred revenue                                                                 70,000               66,000
 Note payable                                                                  7,611,000            7,984,000

 Partner's deficit:
      Limited partners' deficit, $500 per unit, 10,000
          units authorized, 9,890 issued and outstanding                      (3,566,000)          (4,071,000)
      General partner's deficit                                               (1,242,000)          (1,417,000)
                                                                        -------------------   ------------------
      Total partners' deficit                                                 (4,808,000)          (5,488,000)
                                                                        -------------------   ------------------

 Total liabilities and partners' deficit                                     $ 2,885,000          $ 2,566,000
                                                                        ===================   ==================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>


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

<TABLE>
<CAPTION>

                                                             Three Months Ended                  Nine Months Ended
                                                               September 30,                       September 30,
                                                      ----------------------------------  --------------------------------
                                                           1997              1996             1997              1996
                                                      ----------------  ----------------  --------------- ----------------


<S>                                                    <C>               <C>              <C>               <C>          
Rental income                                          $     632,000     $     593,000    $   1,819,000     $   1,720,000
Other income                                                   6,000             1,000           13,000             2,000
                                                      ----------------  ----------------  --------------- ----------------
                                                             638,000           594,000        1,832,000         1,722,000
                                                      ----------------  ----------------  --------------- ----------------
COSTS AND EXPENSES:

Cost of operations                                           113,000           121,000          340,000           352,000
Management fees paid to affiliate                             38,000            33,000          109,000            95,000
Depreciation                                                  48,000            44,000          138,000           125,000
Administrative                                                 7,000             9,000           29,000            27,000
Interest expense                                             176,000           215,000          536,000           655,000
                                                      ----------------  ----------------  --------------- ----------------
                                                             382,000           422,000        1,152,000         1,254,000
                                                      ----------------  ----------------  --------------- ----------------

NET INCOME                                             $     256,000     $     172,000    $     680,000     $     468,000
                                                      ================  ================  =============== ================

Limited partners' share of net income ($68.05
   per unit in 1997 and $46.81 per unit in 1996)                                          $     673,000     $     463,000

General partner's share of net income                                                             7,000             5,000
                                                                                          --------------- ----------------
                                                                                          $     680,000     $     468,000
                                                                                          =============== ================
</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                                                       673,000                  7,000                680,000

Equity transfer                                                 (168,000)               168,000                 -
                                                           -----------------      ----------------       ---------------

Balance at September 30, 1997                                $(3,566,000)           $(1,242,000)           $(4,808,000)
                                                           =================      ================       ===============
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>


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

<TABLE>
<CAPTION>


                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                           --------------------------------------
                                                                                1997                   1996
                                                                           -----------------  -------------------
     CASH FLOWS FROM OPERATING ACTIVITIES:

          <S>                                                               <C>                    <C>        
          Net income                                                        $   680,000            $   468,000

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

              Depreciation                                                      138,000                125,000
              Increase in rent and other receivables                             (4,000)                (4,000)
              Amortization of prepaid loan fees                                   8,000                  8,000
              Amortization of prepaid management fees                             -                     83,000
              Decrease (increase) in other assets                                 1,000                 (5,000)
              Increase (decrease) in accounts payable                             8,000                (17,000)
              Increase (decrease) in deferred revenue                             4,000                 (6,000)
                                                                           -----------------  -------------------
 
                  Total adjustments                                             155,000                184,000
                                                                           -----------------  ------------------- 

                  Net cash provided by operating activities                     835,000                652,000
                                                                           -----------------  ------------------- 
     CASH FLOWS FROM INVESTING ACTIVITIES:
 
          Additions to real estate facilities                                  (101,000)               (76,000)
                                                                           -----------------  -------------------
 
                  Net cash used in investing activities                        (101,000)               (76,000)
                                                                           -----------------  -------------------
 
     CASH FLOWS FROM FINANCING ACTIVITIES:
 
          Principal payments on note payable                                   (373,000)              (439,000)
                                                                           -----------------  ------------------- 

                  Net cash used in financing activities                        (373,000)              (439,000)
                                                                           -----------------  -------------------
 
     Net increase in cash and cash equivalents                                  361,000                137,000
 
     Cash and cash equivalents at the beginning of the period                   163,000                   -
                                                                           -----------------  -------------------
 
     Cash and cash equivalents at the end of the period                     $   524,000            $   137,000
                                                                           =================  =================== 
</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 September 30, 1997, the results of its operations for the three and nine
     months  ended  September  30, 1997 and 1996 and its cash flows for the nine
     months then ended.

3.   The results of operations for the three and nine months ended September 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 NINE MONTHS ENDED  SEPTEMBER  30, 1997 COMPARED TO THREE AND NINE
     MONTHS ENDED SEPTEMBER 30, 1996:

     The  Partnership's  net income for the nine months ended September 30, 1997
 was $680,000 compared to $468,000 for the nine months ended September 30, 1996,
 representing an increase of $212,000 or 45%. The  Partnership's  net income for
 the three months ended September 30, 1997 was $256,000 compared to $172,000 for
 the three months ended September 30, 1996,  representing an increase of $84,000
 or 49%. 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 nine months ended  September 30, 1997 was  $1,819,000
 compared  to  $1,720,000  for  the  nine  months  ended   September  30,  1996,
 representing  an increase of $99,000 or 6%.  Rental income for the three months
 ended September 30, 1997 was $632,000 compared to $593,000 for the three months
 ended  September  30,  1996,  representing  an increase of $39,000 or 7%. 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 89% and 86% for the nine
 months ended September 30, 1997 and 1996,  respectively.  Realized rent for the
 nine months ended September 30, 1997 increased to $.90 per occupied square foot
 from $.88 per occupied square foot for the nine month ended September 30, 1996.

     Cost of operations (including management fees paid to an affiliate) for the
 nine months ended September 30, 1997 was $449,000  compared to $447,000 for the
 nine months ended September 30, 1996, representing an increase of $2,000 or 1%.
 This  increase  is  mainly  attributable  to an  increase  in  management  fees
 partially  offset by a decrease of repairs  and  maintenance  expense.  Cost of
 operations  (including  management  fees  paid to an  affiliate)  for the three
 months ended September 30, 1997 was $151,000 compared to $154,000 for the three
 months ended September 30, 1996,  representing a decrease of $3,000 or 2%. This
 decrease  is mainly  attributable  to a  decrease  in repairs  and  maintenance
 expense partially offset by an increase in management fees expense.


                                       7
<PAGE>


     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 nine
 months ended  September 30, 1996 was $8,000 lower than it would have been under
 the customary undiscounted fee structure.

     Interest  expense  decreased  $119,000 to $536,000 in the nine months ended
 September 30, 1997 from  $655,000 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  ($835,000  for  the  nine  months  ended
 September 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
 balance 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: November 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>                                                        9-Mos
<FISCAL-YEAR-END>                                              Dec-31-1997
<PERIOD-START>                                                 Jan-01-1997
<PERIOD-END>                                                   Sep-30-1997
<EXCHANGE-RATE>                                                          1
<CASH>                                                             524,000
<SECURITIES>                                                             0
<RECEIVABLES>                                                       21,000
<ALLOWANCES>                                                             0
<INVENTORY>                                                              0
<CURRENT-ASSETS>                                                   545,000
<PP&E>                                                           4,728,000
<DEPRECIATION>                                                 (2,572,000)
<TOTAL-ASSETS>                                                   2,885,000
<CURRENT-LIABILITIES>                                               82,000
<BONDS>                                                          7,611,000
                                                    0
                                                              0
<COMMON>                                                                 0
<OTHER-SE>                                                     (4,808,000)
<TOTAL-LIABILITY-AND-EQUITY>                                     2,885,000
<SALES>                                                                  0
<TOTAL-REVENUES>                                                 1,832,000
<CGS>                                                                    0
<TOTAL-COSTS>                                                      449,000
<OTHER-EXPENSES>                                                   167,000
<LOSS-PROVISION>                                                         0
<INTEREST-EXPENSE>                                                 536,000
<INCOME-PRETAX>                                                    680,000
<INCOME-TAX>                                                             0
<INCOME-CONTINUING>                                                680,000
<DISCONTINUED>                                                           0
<EXTRAORDINARY>                                                          0
<CHANGES>                                                                0
<NET-INCOME>                                                       680,000
<EPS-PRIMARY>                                                        68.05
<EPS-DILUTED>                                                        68.05
        



</TABLE>


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