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 FISCAL QUARTER ENDED MARCH 31, 2000 [ ] 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 1-10553 ----------------------- PLM EQUIPMENT GROWTH FUND II (Exact name of registrant as specified in its charter) CALIFORNIA 94-3041013 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE MARKET, STEUART STREET TOWER SUITE 800, SAN FRANCISCO, CA 94105-1301 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (415) 974-1399 ----------------------- 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 ______ PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) BALANCE SHEETS (in thousands of dollars, except unit amounts) March 31, December 31, 2000 1999 ----------------------------- ASSETS Equipment held for operating lease, at cost $ 31,220 $ 32,487 Less accumulated depreciation (25,204) (25,815) ----------------------------- Net equipment 6,016 6,672 Cash and cash equivalents 2,197 894 Accounts receivable, less allowance for doubtful accounts of $97 in 2000 and $107 in 1999 1,002 877 Investment in an unconsolidated special-purpose entity 7 368 Prepaid expenses and other assets 32 47 ---------------------------- Total assets $ 9,254 $ 8,858 ============================= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses $ 316 $ 352 Due to affiliates 67 67 Lessee deposits and reserve for repairs 759 783 ----------------------------- Total liabilities 1,142 1,202 ----------------------------- Partners' capital: Limited partners (7,381,805 depositary units as of March 31, 2000 and December 31, 1999) 8,112 7,656 General Partner -- -- ----------------------------- Total partners' capital 8,112 7,656 ----------------------------- Total liabilities and partners' capital $ 9,254 $ 8,858 ============================= See accompanying notes to financial statements. PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) STATEMENTS OF INCOME (in thousands of dollars, except weighted-average unit amounts) For the Three Months Ended March 31, 2000 1999 ---------------------------- REVENUES Lease revenue $ 1,505 $ 1,457 Interest and other income 11 24 Net gain (loss) on disposition of equipment (22) 152 ---------------------------- Total revenues 1,494 1,633 EXPENSES Depreciation 432 514 Repairs and maintenance 410 395 Equipment operating expenses 45 29 Management fees to affiliate 77 79 General and administrative expenses to affiliates 67 83 Other general and administrative expenses 245 181 Recovery of bad debts (10) (3) ---------------------------- Total expenses 1,266 1,278 Equity in net income (loss) of an unconsolidated special-purpose entity 1,364 (133) ---------------------------- Net income $ 1,592 $ 222 ============================ PARTNERS' SHARE OF NET INCOME Limited partners $ 1,535 $ 166 General Partner 57 56 ---------------------------- Total $ 1,592 $ 222 ============================ Net income per weighted-average depositary unit $ 0.21 $ 0.02 ============================ Cash distribution $ 1,136 $ 1,136 ============================ Cash distribution per weighted-average depositary unit $ 0.15 $ 0.15 ============================ See accompanying notes to financial statements. PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL FOR THE PERIOD FROM DECEMBER 31, 1998 TO MARCH 31, 2000 (in thousands of dollars) Limited General Partners Partner Total --------------------------------------------------- Partners' capital as of December 31, 1998 $ 11,267 $ -- $ 11,267 Net income 707 227 934 Cash distribution (4,318) (227) (4,545) --------------------------------------------------- Partners' capital as of December 31, 1999 7,656 -- 7,656 Net income 1,535 57 1,592 Cash distribution (1,079) (57) (1,136) --------------------------------------------------- Partners' capital as of March 31, 2000 $ 8,112 $ -- $ 8,112 =================================================== See accompanying notes to financial statements. PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (in thousands of dollars) For the Three Months Ended March 31, 2000 1999 ----------------------------------- OPERATING ACTIVITIES Net income $ 1,592 $ 222 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 432 514 Net (gain) loss on disposition of equipment 22 (152) Equity in net (gain) loss from an unconsolidated special-purpose entity (1,364) 133 Changes in operating assets and liabilities: Accounts receivable, net (125) 252 Prepaid expenses and other assets 15 10 Accounts payable and accrued expenses (36) (48) Due to affiliates -- (10) Lessee deposits and reserve for repairs (24) 18 ----------------------------------- Net cash provided by operating activities 512 939 ----------------------------------- Investing activities Proceeds from disposition of equipment 202 429 Liquidation distributions from an unconsolidated special-purpose entity 1,824 -- Additional investments in an unconsolidated special-purpose entity to fund operations (99) (2) ----------------------------------- Net cash provided by investing activities 1,927 427 ----------------------------------- Financing activities Cash distribution paid to limited partners (1,079) (1,080) Cash distribution paid to General Partner (57) (56) ---------------------------------- Net cash used in financing activities (1,136) (1,136) ----------------------------------- Net increase in cash and cash equivalents 1,303 230 Cash and cash equivalents at beginning of period 894 1,986 ----------------------------------- Cash and cash equivalents at end of period $ 2,197 $ 2,216 =================================== See accompanying notes to financial statements. PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 1. OPINION OF MANAGEMENT In the opinion of the management of PLM Financial Services, Inc. (the General Partner), the accompanying unaudited financial statements contain all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the financial position of PLM Equipment Growth Fund II (the Partnership) as of March 31, 2000 and December 31, 1999, the statements of income for the three months ended March 31, 2000 and 1999, the statements of cash flows for the three months ended March 31, 2000 and 1999, and the statements of changes in partners' capital for the period from December 31, 1998 to March 31, 2000. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from the accompanying financial statements. For further information, reference should be made to the financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1999, on file at the Securities and Exchange Commission. 2. SCHEDULE OF PARTNERSHIP PHASES The Partnership, in accordance with its limited partnership agreement, entered its liquidation phase on January 1, 1999, and has commenced an orderly liquidation of the Partnership's assets. The Partnership will terminate on December 31, 2006, unless terminated earlier upon the sale of all equipment or by certain other events. The General Partner may no longer reinvest cash flows and surplus funds in equipment. All future cash flows and surplus funds, if any, are to be used for distributions to partners, except to the extent used to maintain reasonable reserves. During the liquidation phase, the Partnership's assets will continue to be recorded at the lower of the carrying amount or fair value less cost to sell. 3. RECLASSIFICATION Certain amounts in the 1999 financial statements have been reclassified to conform to the 2000 presentation. 4. CASH DISTRIBUTION Cash distributions are recorded when paid and may include amounts in excess of net income that are considered to represent a return of capital. For the three months ended March 31, 2000 and 1999, cash distributions totaled $1.1 million. Cash distributions to the limited partners of $0 and $0.9 million for the three months ended March 31, 2000 and 1999, respectively, were deemed to be a return of capital. Cash distributions related to the results from the first quarter of 2000 of $1.1 million, will be paid during May 2000. In addition, the Partnership will make a special distribution of $0.8 million during the second quarter of 2000. 5. TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES Partnership management fees of $0.1 million were payable as of March 31, 2000 and December 31, 1999. The Partnership's proportional share of the data processing and administrative expenses incurred by the unconsolidated special purpose entity (USPE) was $1,000 and $0 for the three months ended March 31, 2000 and 1999, respectively. PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 6. EQUIPMENT The components of owned equipment were as follows (in thousands of dollars): March 31, December 31, 2000 1999 --------------------------------- Railcars $ 16,120 $ 16,249 Trailers 10,432 10,606 Marine containers 4,668 5,632 -------------------------------- 31,220 32,487 Less accumulated depreciation (25,204) (25,815) -------------------------------- Net equipment $ 6,016 $ 6,672 ================================ As of March 31, 2000, all equipment was either on lease or operating in PLM-affiliated short-term trailer rental facilities, except for 156 marine containers and 83 railcars with an aggregate net book value of $0.4 million. As of December 31, 1999, all equipment was either on lease or operating in PLM-affiliated short-term trailer rental facilities, except for 84 railcars and 134 marine containers with an aggregate net book value of $0.4 million. For the three months ended March 31, 2000, the Partnership sold or disposed marine containers, trailers and railcars, with an aggregate net book value of $0.2 million, for proceeds of $0.2 million. During the three months ended March 31, 1999, the Partnership sold or disposed of marine containers, trailers, and railcars, with an aggregate net book value of $0.3 million, for proceeds of $0.4 million. 7. INVESTMENT IN AN UNCONSOLIDATED SPECIAL-PURPOSE ENTITY The net investment in a USPE consisted of a 50% interest in a trust that owned a Boeing 737-200A aircraft (and related assets and liabilities) totaling $7,000 and $0.4 million as of March 31, 2000 and December 31, 1999, respectively. During the first quarter of 2000, the General Partner sold the Partnership's investment in this USPE for proceeds of $1.8 million that resulted in a gain on disposition of $1.5 million. (This space intentionally left blank.) PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 8. OPERATING SEGMENTS The Partnership operates or operated in four different segments: aircraft leasing, marine container leasing, trailer leasing and railcar leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers. The following tables present a summary of the operating segments (in thousands of dollars): Marine Aircraft Container Trailer Railcar All For the quarter ended March 31, 2000 Leasing Leasing Leasing Leasing Other<F1>1 Total ------------------------------------ ------- ------- ------- ------- ---- ----- REVENUES Lease revenue $ -- $ 73 $ 524 $ 908 $ -- $ 1,505 Interest income and other -- -- -- -- 11 11 Gain (loss) on disposition of -- (108) 19 67 -- (22) equipment -------------------------------------------------------------- Total revenues -- (35) 543 975 11 1,494 COSTS AND EXPENSES Operations support -- 1 179 265 10 455 Depreciation -- 67 172 193 -- 432 Management fees -- 4 28 45 -- 77 General and administrative -- 1 89 37 185 312 expenses (Recovery of) provision for bad -- -- (12) 2 -- (10) debts -------------------------------------------------------------- Total costs and expenses -- 73 456 542 195 1,266 -------------------------------------------------------------- Equity in net income of a USPE 1,364 -- -- -- -- 1,364 -------------------------------------------------------------- Net income (loss) $ 1,364 $ (108) $ 87 $ 433 $ (184) $ 1,592 ============================================================== Total assets as of March 31, 2000 $ 7 $ 658 $ 4,270 $ 2,089 $ 2,230 $ 9,254 ============================================================== Marine Aircraft Container Trailer Railcar All For the quarter ended March 31, 1999 Leasing Leasing Leasing Leasing Other<F1>1 Total ------------------------------------ ------- ------- ------- ------- ---- ----- Revenues Lease revenue $ -- $ 41 $ 464 $ 952 $ -- $ 1,457 Interest income and other -- -- -- -- 24 24 Gain (loss) on disposition of -- (83) 43 192 -- 152 equipment -------------------------------------------------------------- Total revenues -- (42) 507 1,144 24 1,633 Costs and expenses Operations support -- 1 124 295 4 424 Depreciation -- 88 225 201 -- 514 Management fees -- 2 29 48 -- 79 General and administrative 1 3 73 46 141 264 expenses Provision for (recovery of) bad -- -- 3 (6) -- (3) debts -------------------------------------------------------------- Total costs and expenses 1 94 454 584 145 1,278 -------------------------------------------------------------- Equity in net loss of a USPE (133) -- -- -- -- (133) -------------------------------------------------------------- Net income (loss) $ (134) $ (136) $ 53 $ 560 $ (121) $ 222 ============================================================== Total assets as of March 31, 1999 $ 363 $ 993 $ 4,437 $ 2,768 $ 2,959 $ 11,520 ============================================================== <FN> <F1> - -------------------------- 1 Includes interest income and costs not identifiable to a particular segment, such as certain operations support and general and administrative expenses. </FN> PLM EQUIPMENT GROWTH FUND II (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 9. NET INCOME PER WEIGHTED-AVERAGE PARTNERSHIP UNIT Net income per weighted-average Partnership unit was computed by dividing net income attributable to limited partners by the weighted-average number of Partnership units deemed outstanding during the period. The weighted-average number of Partnership units deemed outstanding during the three months ended March 31, 2000 and 1999 was 7,381,805. 10. CONTINGENCIES The Partnership, together with affiliates, has initiated litigation in various official forums in India against a defaulting Indian airline lessee to repossess Partnership property and to recover damages for failure to pay rent and failure to maintain such property in accordance with relevant lease contracts. The Partnership has repossessed all of its property previously leased to such airline, and the airline has ceased operations. In response to the Partnership's collection efforts, the airline filed counter-claims against the Partnership in excess of the Partnership's claims against the airline. The General Partner believes that the airline's counterclaims are completely without merit, and the General Partner will vigorously defend against such counterclaims. The General Partner believes an unfavorable outcome from the counterclaims is remote. 11. LIQUIDATION AND SPECIAL DISTRIBUTIONS On January 1, 1999, the General Partner began the liquidation phase of the Partnership with the intent to commence an orderly liquidation of the Partnership assets. The General Partner is actively marketing the remaining equipment portfolio with the intent of maximizing sale proceeds. As sale proceeds are received the General Partner intends to periodically declare special distributions to distribute the sale proceeds to the partners. During the liquidation phase of the Partnership the equipment will continue to be leased under operating leases until sold. Operating cash flows, to the extent they exceed Partnership expenses, will continue to be distributed on a quarterly basis to partners. The amounts reflected for assets and liabilities of the Partnership have not been adjusted to reflect liquidation values. The equipment portfolio continues to be carried at the lower of depreciated cost or fair value less cost to dispose. Although the General Partner estimates that there will be distributions after liquidation of assets and liabilities, the amounts cannot be accurately determined prior to actual liquidation of the equipment. Any excess proceeds over expected Partnership obligations will be distributed to the Partners throughout the liquidation period. Upon final liquidation, the Partnership will be dissolved. No special distributions were paid in the first quarter of 2000 and 1999. The Partnership is not permitted to reinvest proceeds from sales or liquidations of equipment. These proceeds, in excess of operational cash requirements, are periodically paid out to limited partners in the form of special distributions. The sales and liquidations occur because of certain damaged equipment, the determination by the General Partner that it is the appropriate time to maximize the return on an asset through sale of that asset, and, in some leases, the ability of the lessee to exercise purchase options. (This space intentionally left blank.) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (I) RESULTS OF OPERATIONS Comparison of the PLM Equipment Growth Fund II's (the Partnership's) Operating Results for the Three Months Ended March 31, 2000 and 1999 (A) Owned Equipment Operations Lease revenues less direct expenses (defined as repairs and maintenance and equipment operating expenses) on owned equipment increased during the first quarter of 2000 when compared to the same quarter of 1999. Gains or losses from the sale of equipment, interest and other income and certain expenses such as depreciation and general and administrative expenses relating to the operating segments (see Note 8 to the unaudited financial statements), are not included in the owned equipment operation discussion because they are indirect in nature and not a result of operations but the result of owning a portfolio of equipment. The following table presents lease revenues less direct expenses by segment (in thousands of dollars): For the Three Months Ended March 31, 2000 1999 ---------------------------- Railcars $ 643 $ 657 Trailers 345 340 Marine containers 72 40 Railcars: Railcar lease revenues and direct expenses were $0.9 million and $0.3 million, respectively, for the first quarter of 2000, compared to $1.0 million and $0.3 million, respectively, during the same quarter of 1999. Railcar contribution decreased in the first quarter of 2000, compared to the same quarter of 1999, due to the sale of railcars in 2000 and 1999. Trailers: Trailer lease revenues and direct expenses were $0.5 million and $0.2 million, respectively, for the first quarter of 2000, compared to $0.5 million and $0.1 million, respectively, during the same quarter of 1999. Lease revenue increased $0.1 million in the first quarter of 2000 compared to the same period in 1999 due to higher utilization. This increase in lease revenue was offset, in part, by a decrease of $0.1 million due to sales and dispositions of trailers during 2000 and 1999. Trailer repairs and maintenance increased $0.1 million primarily due to required repairs during the first quarter of 2000 that were not needed during the same period of 1999. Marine containers: Marine container lease revenues were $0.1 million and $40,000 during the first quarter of 2000 and 1999, respectively. The increase in lease revenues was due to higher utilization revenue in the first quarter of 2000 compared to the same period in 1999. (B) Indirect Expenses Related to Owned Equipment Operations Total indirect expenses of $0.8 million for the first quarter of 2000 decreased from $0.9 million for the same quarter in 1999. The primary reason for the decrease was a $0.1 million decrease in depreciation expense from 1999 levels due to asset sales in 2000 and 1999. (C) Net Gain (Loss) on Disposition of Owned Equipment The net loss on disposition of equipment for the first quarter of 2000 totaled $0.1 million, which resulted from the disposal of marine containers with a net book value of $0.2 million, for proceeds of $0.1 million. The net loss on disposition of this equipment was offset, in part, by a net gain on disposition of equipment of $0.1 million, resulting from the sale or disposal of trailers and railcars with an aggregate net book value of $20,000, for aggregate proceeds of $0.1 million. Net gain on disposition of equipment for the same quarter in 1999 totaled $0.2 million, and resulted from the disposal or sale of trailers, marine containers, and railcars, with an aggregate net book value of $0.3 million, for aggregate proceeds of $0.4 million. (D) Equity in Net Gain (Loss) of an Unconsolidated Special-Purpose Entity (USPE) Equity in net gain (loss) of an unconsolidated special-purpose entity represents the net gain (loss) generated from the operation of a jointly-owned asset accounted for under the equity method (see Note 7 to the financial statements). As of March 31, 1999, the Partnership owned a 50% interest in an entity which owned a commercial aircraft that was off lease during the first quarter of 1999. During the first quarter of 2000, the gain from the sale of the Partnership's interest in the USPE of $1.5 million, which was sold in the first quarter of 2000, was offset by depreciation expense, direct expenses, and administrative expenses of $0.1 million. During the same period of 1999, depreciation expense, direct expenses, and administrative expenses was $0.1 million. (E) Net Income As a result of the foregoing, the Partnership's net income was $1.6 million for the first quarter of 2000, compared to net income of $0.2 million during the first quarter of 1999. The Partnership's ability to operate and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors, and the Partnership's performance in the first quarter of 2000 is not necessarily indicative of future periods. In the first quarter of 2000, the Partnership distributed $1.1 million to the limited partners, or $0.15 per weighted-average depositary unit. (II) FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY For the quarter ended March 31, 2000, the Partnership generated $0.4 million in operating cash (net cash provided by operating activities less investments in a USPE to fund its operations) to meet its operating obligations, but used undistributed available cash from prior periods and proceeds from equipment sales of approximately $0.7 to maintain the level of distributions (total of $1.1 million in the first quarter of 2000) to the partners. During the quarter ended March 31, 2000, the Partnership sold or disposed of marine containers, trailers, and railcars for proceeds of $0.2 million. The Partnership also received liquidating proceeds of $1.8 million from the sale of its interest in an entity owning an aircraft. The General Partner has not planned any expenditures, nor is it aware of any contingencies that would cause the Partnership to require any additional capital to that mentioned above. The Partnership is in its active liquidation phase. As a result, the size of the Partnership's remaining equipment portfolio and, in turn, the amount of net cash flows from operations will continue to become progressively smaller as assets are sold. Although distribution levels may be reduced, significant asset sales may result in potential special distributions to the partners. The amounts reflected for assets and liabilities of the Partnership have not been adjusted to reflect liquidation values. The equipment portfolio that is actively being marketed for sale by the General Partner continues to be carried at the lower of depreciated cost or fair value less cost of disposal. Although the General Partner estimates that there will be distributions to the partners after final disposal of assets and settlement of liabilities, the amounts cannot be accurately determined prior to actual disposal of the equipment. (III) EFFECTS OF YEAR 2000 To date, the Partnership has not experienced any material Year 2000 (Y2K) issues with either its internally developed software or purchased software. In addition, to date the Partnership has not been impacted by any Y2K problems that may have impacted our customers and suppliers. The General Partner continues to monitor its systems for any potential Y2K issues. (IV) OUTLOOK FOR THE FUTURE Since the Partnership is in its active liquidation phase, the General Partner will be seeking to selectively re-lease or sell assets as the existing leases expire. Sale decisions will cause the operating performance of the Partnership to decline over the remainder of its life. Several factors may affect the Partnership's operating performance in the remainder of 2000 and beyond, including changes in the markets for the Partnership's equipment and changes in the regulatory environment in which that equipment operates. Liquidation of the Partnership's equipment represents a reduction in the size of the equipment portfolio and may result in a reduction of contribution to the Partnership. Other factors affecting the Partnership's contribution in 2000 and beyond includes: 1. The General Partner continues to seek a lessee for the Partnership's 75 mill gondola railcars, which have remained off lease since the second quarter of 1999. Demand for these particular mill gondolas has been weak, as they are older, low cubic capacity, and low-sided railcars. 2. The cost of new marine containers has been at historic lows for the past several years which has caused downward pressure on per diem lease rates. Recently, the cost of marine containers have started to increase which, if this trend continues, should translate into rising per diem lease rates. However, demand for some of the Partnership's refrigerated marine containers have been weak, as they are older containers. These marine containers are currently off lease and the General Partner plans to dispose of these containers. The ability of the Partnership to realize acceptable lease rates on its equipment in the different equipment markets is contingent on many factors, such as specific market conditions and economic activity, technological obsolescence, and government or other regulations. The unpredictability of some of these factors, or of their occurrence, makes it difficult for the General Partner to clearly define trends or influences that may impact the performance of the Partnership's equipment. The General Partner continually monitors both the equipment markets and the performance of the Partnership's equipment in these markets. The General Partner may make an evaluation to reduce the Partnership's exposure to equipment markets in which it determines that it cannot operate equipment and achieve acceptable rates of return. The Partnership intends to use cash flow from operations and proceeds from disposition of equipment to satisfy its operating requirements, maintain working capital reserves, and pay cash distributions to the investors. (V) FORWARD-LOOKING INFORMATION Except for historical information contained herein, the discussion in this Form 10-Q contains forward-looking statements that involve risks and uncertainties, such as statements of the Partnership's plans, objectives, expectations, and intentions. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. The Partnership's actual results could differ materially from those discussed here. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnership's primary market risk exposure is that of currency devaluation risk. During the first quarter of 2000, 28% of the Partnership's total lease revenues from wholly- and partially-owned equipment came from non-United States domiciled lessees. Most of the leases require payment in United States (U.S.) currency. If these lessee's currency devalues against the U.S. dollar, the lessees could encounter difficulty in making the U.S. dollar denominated lease payments. PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K None. 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 there unto duly authorized. PLM EQUIPMENT GROWTH FUND II By: PLM Financial Services, Inc. General Partner Date: May 8, 2000 By: /s/ Richard K Brock -------------------------- Richard K Brock Chief Financial Officer