OUTLOOK INCOME FUND 9
10-Q, 1996-12-06
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                For the quarterly period ended September 30, 1996

                                       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: 0-15837

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of Registrant as specified in its charter)


                  California                               33-0202964

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

     400 South El Camino Real, Suite 1100
            San Mateo, California                             94402
   (Address of principal executive offices)                (Zip Code)

                                 (415) 343-9300
                         (Registrant's telephone number)

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

     Total number of units outstanding as of September 30, 1996: 35,727,572





                                  Page 1 of 16

<PAGE>



PART I.          FINANCIAL INFORMATION

Item 1.          Financial Statements
<TABLE>
                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 Balance Sheets
                    (in thousands, except units outstanding)
                                   (Unaudited)
<CAPTION>


                                                                      September
30,               December 31,
                                                                          1996 
                      1995
<S>                                                                  <C>       
                 <C>
Assets
Rental property:
    Land                                                             $       
4,192              $        4,192
    Buildings and improvements                                              
26,126                      25,903
                                                                    
- --------------              --------------
                                                                            
30,318                      30,095
       Less accumulated depreciation                                       
(10,350)                     (9,543)
                                                                    
- --------------              --------------
           Net rental property                                              
19,968                      20,552

Cash and cash equivalents                                                      
788                         591
Accounts receivable, net                                                       
153                         177
Note receivable                                                              
2,000                       2,000
Deferred financing costs and other
    fees, net of accumulated
    amortization of $1,177 and $1,225
    at September 30, 1996 and December 31,
    1995, respectively                                                         
476                         568
Other assets                                                                   
278                         159
                                                                    
- --------------              --------------

           Total assets                                              $      
23,663              $       24,047
                                                                    
==============              ==============

</TABLE>












                                  - continued -

                                  Page 2 of 16

<PAGE>


<TABLE>
                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                           Balance Sheets - continued
                    (in thousands, except units outstanding)
                                   (Unaudited)

<CAPTION>

                                                                      September
30,              December 31,
                                                                         1996  
                     1995
<S>                                                                  <C>       
                 <C>
Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable - secured                                          $      
16,366              $       15,345
    Participating notes:
       Notes issued and outstanding                                          
4,591                       4,591
       Accrued interest, thereon                                             
4,987                       4,582
       Less: Notes held in trust                                            
(3,417)                     (2,329)
              Accrued interest, thereon                                     
(3,542)                     (2,297)
                                                                    
- --------------              --------------
           Net due to noteholders                                            
2,619                       4,547

    Accounts payable and accrued expenses                                      
522                         380
    Interest payable                                                           
772                         719
    Other liabilities                                                          
 64                          63
                                                                    
- --------------              --------------

       Total liabilities                                                    
20,343                      21,054
                                                                    
- --------------              --------------

Partners' equity (deficit):
    General Partner                                                           
(394)                       (397)
    Limited Partners, 35,727,572 and
       35,742,572 Equity Units
       outstanding at September 30, 1996
       and December 31, 1995, respectively                                   
3,714                       3,390
                                                                    
- --------------              --------------

           Total partners' equity                                            
3,320                       2,993
                                                                    
- --------------              --------------

              Total liabilities and partners'
               equity                                                $      
23,663              $       24,047
                                                                    
==============              ==============

</TABLE>









                 See accompanying notes to financial statements.

                                  Page 3 of 16

<PAGE>

<TABLE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            Statements of Operations
                     (in thousands, except per unit amounts)
                                   (Unaudited)
<CAPTION>

                                                                    Three
Months Ended                      Nine Months Ended
                                                                      
September 30,                           September 30,
                                                                 
- ---------------------                     ----------------
                                                                1996           
    1995                  1996              1995
                                                               ------          
   ------                ------            -----
<S>                                                          <C>               
<C>
Revenues:
    Rental income                                            $    1,646        
$    1,624            $    5,484        $    5,981
    Gain on sale of property                                        ---        
         3                   ---               158
    Gain (loss) on deed-in-lieu of foreclosure                      ---        
       (10)                  ---               186
    Interest and other income                                       115        
       106                   339               337
                                                             ----------        
- ----------            ----------        ----------

          Total revenues                                          1,761        
     1,723                 5,823             6,662
                                                             ----------        
- ----------            ----------        ----------

Expenses:
    Operating, including $1,387 and
     $1,566 paid to affiliates in the nine months
      ended September 30, 1996 and 1995,
      respectively                                                1,173        
     1,070                 3,536             3,955
    Interest                                                        487        
       408                 1,335             1,801
    Depreciation and amortization                                   252        
       337                   873             1,028
    General and administative, including $211
      and $344 paid to affiliates in the nine
      months ended September 30, 1996 and 1995,
      respectively                                                  103        
       134                   323               424
                                                             ----------        
- ----------            ----------        ----------

          Total expenses                                          2,015        
     1,949                 6,067             7,208
                                                             ----------        
- ----------            ----------        ----------

Loss before extraordinary item                                     (254)       
      (226)                 (244)             (546)

Extraordinary item:
    Gain (loss) from purchase of Participating
      Notes                                                          62        
       (14)                  571             1,915
                                                             ----------        
- ----------            ----------        ----------

Net income (loss)                                            $     (192)       
$     (240)           $      327        $    1,369
                                                             ==========        
==========            ==========        ==========

Net income (loss) per Equity Unit                            $    (0.01)       
$    (0.01)           $     0.01        $     0.04
                                                             ==========        
==========            ==========        ==========

Weighted average number of Equity units
    outstanding during the period used to
    compute net income (loss) per Equity unit                35,727,572        
35,742,572            35,734,572        35,742,572
                                                             ==========        
==========            ==========        ==========
</TABLE>


                 See accompanying notes to financial statements.

                                  Page 4 of 16

<PAGE>


<TABLE>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                    Statements of Partners' Equity (Deficit)
                                 (in thousands)

              For the nine months ended September 30, 1996 and 1995
                                   (Unaudited)



<CAPTION>

                                                             General           
   Limited
                                                             Partner           
   Partners             Total


<S>                                                       <C>                  
<C>                 <C>
Balance at December 31, 1995                              $        (397)       
$      3,390        $       2,993

Net income                                                            3        
         324                  327
                                                          -------------        
- ------------        -------------

Balance at September 30, 1996                             $        (394)       
$      3,714        $       3,320
                                                          =============        
============        =============



Balance at December 31, 1994                              $        (407)       
$      2,431        $       2,024

Net income                                                           14        
       1,355                1,369
                                                          -------------        
- ------------        -------------

Balance at September 30, 1995                             $        (393)       
$      3,786        $       3,393
                                                          =============        
============        =============


</TABLE>












<TABLE>




                 See accompanying notes to financial statements.

                                  Page 5 of 16

<PAGE>



                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                     Statements of Cash Flows (in thousands)
                                   (Unaudited)
<CAPTION>
                                                                               
          Nine months ended
                                                                               
            September 30,
                                                                               
      1996                1995

<S>                                                                            
   <C>                <C>

Cash flows from operating activities:
  Net income                                                                   
   $      327         $    1,369
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Gain from purchase of Participating Notes                                  
         (571)            (1,915)
    Gain on sale of property                                                   
          ---               (158)
    Gain on deed-in-lieu of foreclosure                                        
          ---               (186)
    Depreciation and amortization                                              
          873              1,028
    Amortization of loan fees, included in interest
       expense                                                                 
           62                172
Changes in certain assets and liabilities:
    Accounts receivable                                                        
           24                (95)
    Deferred financing costs and other fees                                    
          (36)               130
    Other assets                                                               
         (119)               (55)
    Accounts payable and accrued expenses                                      
          142                 42
    Interest payable                                                           
          165                291
    Other liabilities                                                          
            1                (69)
                                                                               
   ----------         ----------

       Net cash provided by operating activities                               
          868                554
                                                                               
   ----------         ----------

Cash flows from investing activities:
    Additions to rental property                                               
         (223)              (264)
    Proceeds from sale of Millwood                                             
          ---              9,352
                                                                               
   ----------         ----------

       Net cash provided by (used for) investing
        activities                                                             
         (223)             9,088
                                                                               
   ----------         ----------

Cash flows from financing activities:
  Notes payable principal payments                                             
          (79)            (7,664)
  Repayment of unsecured notes payable                                         
          ---             (2,007)
  Borrowings on unsecured notes payable                                        
        1,100              2,500
  Payment of Participating Notes and accrued
    interest on Millwood sale                                                  
          ---               (609)
  Buy-back of Participating Note units-discounted                              
       (1,469)            (2,109)
                                                                               
   ----------         ----------
Net cash used for financing activities                                         
   $     (448)        $   (9,889)
                                                                               
   ----------         ----------

</TABLE>

                                  - continued -

                                  Page 6 of 16

<PAGE>

<TABLE>



                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

               Statements of Cash Flows - continued (in thousands
                                   (Unaudited)
<CAPTION>

                                                                               
          Nine months ended
                                                                               
             September 30,
                                                                               
       1996              1995


<S>                                                                            
  <C>               <C>
Net increase (decrease) in cash and cash equivalents                           
  $       197       $      (247)

Cash and cash equivalents at beginning of period                               
          591               801
                                                                               
  -----------       -----------

Cash and cash equivalents at end of period                                     
  $       788       $       554
                                                                               
  ===========       ===========


Supplemental disclosure of cash flow information:
  Cash paid for interest                                                       
  $     1,491       $     1,336
                                                                               
  ===========       ===========

Supplemental disclosure of noncash transactions:
  Reduction of accrued interest payable resulting
    from purchase of Participating Notes at discount                           
  $       135       $     1,929
                                                                               
  ===========       ===========

  Reduction of real estate investments resulting
    from a deed-in-lieu of foreclosure                                         
  $       ---       $     3,718
                                                                               
  ===========       ===========

  Reduction of note payable resulting from a deed-
    in-lieu of foreclosure                                                     
  $       ---       $     3,537
                                                                               
  ===========       ===========




</TABLE>














                 See accompanying notes to financial statements.

                                  Page 7 of 16

<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Note 1.           THE PARTNERSHIP

In  the  opinion  of  Glenborough   Corporation   (formerly  Glenborough  Realty
Corporation), the managing general partner, the accompanying unaudited financial
statements  contain  all  adjustments   (consisting  of  only  normal  accruals)
necessary to present  fairly the financial  position of Outlook Income Fund 9, A
California Limited Partnership (the "Partnership"), as of September 30, 1996 and
December 31, 1995,  and the related  statements of operations  for the three and
nine months  ended  September  30, 1996 and 1995,  and the changes in  partners'
equity and cash flows for the nine months ended September 30, 1996 and 1995.

During the quarter ended June 30, 1996,  15,000 units were abandoned as a result
of partners desiring to no longer receive Partnership K-1's and to give them the
ability to write off investments for income tax purposes.  The equity  (deficit)
balance of the abandoned units was allocated to the remaining outstanding units.
As of September 30, 1996, limited  partnership units issued and outstanding were
35,727,572.

Note 2.           REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
                  ----------------------------------------------

These  unaudited  financial  statements  should be read in conjunction  with the
Notes to Financial Statements included in the 1995 audited financial statements.

Note 3.           TRANSACTIONS WITH AFFILIATES

Glenborough Corporation and Glenborough Hotel Group (collectively "Glenborough")
have been compensated for management  services.  Included in operating  expenses
for the nine months ended September 30, 1996 and 1995, are the following amounts
paid to Glenborough:

                                       1996                 1995
                                      ------                -----

Property management fees            $  105,000           $ 123,000
Property salaries (reimbursed)         107,000             141,000
Hotel management fees                  178,000             185,000
Hotel salaries (reimbursed)            997,000           1,117,000

The Partnership also reimbursed  Glenborough for expenses  incurred for services
provided  to  the  Partnership  such  as  accounting,  investor  services,  data
processing,  duplicating and office supplies,  legal and administrative services
and the  actual  costs of goods and  materials  used for or by the  Partnership.
Glenborough  was reimbursed  $211,000 and $344,000 by the  Partnership  for such
expenses during the nine months ended September 30, 1996 and 1995, respectively.
Such

                                  Page 8 of 16

<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

amounts are included in general and administrative  expenses in the accompanying
statements of operations.

In  accordance  with the  Partnership  Agreement,  the  general  partner  or its
affiliates are entitled to a property  disposition  fee equal to 3% of the gross
sales price of the property.  Glenborough  Corporation was paid $312,000 in 1995
associated with the sale of the Millwood Estates property (discussed in Note 4).
The fee was included in the net gain on sale of assets.

Note 4.           PROPERTY SALES

On March 28, 1995,  the  Partnership  sold  Millwood  Estates  Apartments  to an
unaffiliated  third party for  $10,400,000,  out of which $7,572,400 was used to
payoff the outstanding note secured by the property. In addition, sales proceeds
were used to payoff a $2,000,000  short-term note payable obtained in connection
with the  repurchase  of  Participating  Notes (as  discussed  in Note 6). After
closing  costs and the  payoff of the two notes,  the  Partnership  netted  cash
proceeds in the amount of $152,000. The Partnership recognized a gain on sale of
the asset on its 1995 Statement of Operations.

Note 5.           NOTE RECEIVABLE

As of October 31, 1996, the agreement  between the borrower and the  Partnership
to pay off at a discount the $2,000,000 note receivable  secured by the Branford
Business Park property has been terminated.

Note 6.           PURCHASE OF PARTICIPATING NOTES

In January  1994,  the  Partnership  sent a  "Conditional  Offer to Purchase 12%
Participating  Notes" ("the  Offer") to all  Noteholders.  The Offer was made to
Noteholders in an effort to reduce the impact of the Notes' accrued  interest on
the value of the Equity  Units.  Buying back these notes  provides a significant
interest  savings to the  Partnership,  which benefits the Equity Unit investors
(whose  returns  are  subordinated  to the  Noteholders'  receiving  a return of
principal plus 12% simple deferred interest per annum).

Approximately  45% of the  Noteholders  accepted  the Offer  and the  repurchase
occurred in March 1995.  The  repurchase  totalled  $2,102,000  in original Note
principal. The related accrued interest on these Notes was $1,915,000, which was
not paid and represented  the discount the Partnership  received in the buyback.
The Partnership used the proceeds from a $2,000,000  short-term loan to fund the
repurchase (further discussion follows). The forgiveness of accrued interest was
recognized  as an  extraordinary  gain on the  Partnership's  1995  statement of
operations. The Notes and accrued interest will be held in trust for the benefit
of the Partnership.

                                  Page 9 of 16

<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)


On January 27, 1995, the  Partnership  borrowed  $2,000,000 from an unaffiliated
lender to  facilitate  the  repurchase  of Notes as discussed  above.  Since the
Partnership  was relying on the proceeds from the sale of a property to fund the
purchase of the Notes,  which would not be available  until the sale of Millwood
Estates, the Partnership borrowed the money necessary to facilitate the purchase
in order to meet the  deadline  required by the Offer.  The loan was paid off on
March 28, 1995 with a portion of the proceeds from the sale of Millwood  Estates
Apartments.

On June 9, 1995, in accordance with the  Participating  Notes Indenture and as a
result of the sale of Millwood  Estates,  the  Partnership  retired  $637,000 in
notes and $592,000 in related accrued interest.  Of this amount, the Partnership
paid $609,000 ($314,000 of Participating Notes principal and accrued interest of
$295,000) to outside  Noteholders,  the  remainder  represented  a retirement of
notes held in trust for the Partnership.

In June 1995, the Partnership sent a second  "Conditional  Offer to Purchase 12%
Participating  Notes" (the "Second  Offer") to the  remaining  Noteholders.  The
Second Offer is for the repurchase of the Notes for a price equal to 135% of the
Noteholders  original investment (i.e. the purchase price for each Note is $1.35
compared to an  approximate  current Note and accrued  interest value of $1.95).
The Second Offer  expired  October 31, 1995,  but the  Partnership  extended the
expiration  to December 31,  1995.  As of September  30, 1996,  177  Noteholders
accepted  the Second  Offer of which 173 have been paid.  The  Partnership  will
purchase  the notes  held by the 4  noteholders  not paid to date when they have
obtained  replacement  notes  from  the  Trustee.   The  Partnership   purchased
$1,088,000  in original  Note  principal  and paid  $381,000 of related  accrued
interest for a total purchase  price of  $1,469,000,  resulting in a gain to the
Partnership of $571,000.  The  Partnership  borrowed  $1,100,000 on a $2,000,000
line of credit with an  unaffiliated  lender to fund the repurchase  (see Note 8
for further discussion).

Note 7.           PROPERTY FORECLOSURE

In 1995, based on the continued low occupancy due to market saturation,  and the
property's  inability to meet debt  service  payments,  management  negotiated a
deed-in-lieu of foreclosure with the lender on the Regency  Residence  property.
The  Partnership  paid all net cash flow (defined as all income  collected  less
operating expenses) to the lender from November 1994 until title to the property
passed  on May 26,  1995.  The  principal  balance  of the note  secured  by the
property on May 26, 1995 was $3,537,000,  with accrued interest in the amount of
$98,700.

The  Partnership  recognized a gain on deed-in-lieu of foreclosure in the amount
of $188,000 (restated)  primarily due to the write-off of accrued property taxes
that the property  was unable to pay. The gain is included on the  Partnership's
1995 statement of operations.


                                  Page 10 of 16

<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Note 8.           NOTE PAYABLE-SECURED

In the first quarter of 1996, the Partnership borrowed an additional  $1,100,000
on a $2,000,000  line of credit with an  unaffiliated  third-party.  The balance
outstanding at September 30, 1996 is $1,600,000. The note accrues interest at an
annual rate of 10.25% and requires  monthly payments of interest only until June
1997, at which time the unpaid principal and interest are due.



                                  Page 11 of 16

<PAGE>



Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

Outlook  Income Fund 9 was formed to invest in improved,  income-producing  real
estate with the following  objectives:  (i) preserve and protect  capital,  (ii)
provide  substantially  tax-sheltered  distributions to Equity Unit holders, and
(iii) offer the potential for appreciation in value.

The  Partnership's  original  plan was to pay 9%  current  distributions  to the
Equity Unit  investors.  The primary  source for these  distributions  was to be
two-fold:  First, income warranties given by sellers to maintain property income
at a high level while the properties were in their start-up  phase;  and second,
deferred  interest  debt that  allowed the  Partnership  to use  borrowed  money
without having to make current loan payments.  Most of the  Partnership's  debt,
including the Notes,  was of this type. Thus, the income  warranties  subsidized
the property income, and the deferred interest debt allowed cash flow that would
normally  have been required for debt service to be used for  distributions.  By
using these techniques,  the Partnership was able to pay distributions at a high
level in the hope that the actual property cash flow and value of the properties
would  increase  enough  that,  (i)  when the  income  warranties  and  interest
deferrals  expired,  the  property  cash flow would be able to make the new loan
payments  without reducing  distributions,  and (ii) when the property was sold,
the value  would have  increased  enough to absorb the higher  mortgage  balance
without eroding the original equity. It is now evident that the original overall
plan will not be realized.  All  distributions  made by the  Partnership  to its
investors have represented return of capital.

The Partnership  historically  paid more in  distributions  than it earned,  and
depleted its  reserves.  Additionally,  all income  warranties  expired prior to
December 31, 1991, and in 1992, the deferred  interest debt was restructured and
loan  payments  commenced.  All  distributions  have  been  suspended  until the
Partnership's  reserves  can be rebuilt to a level of at least  $2,000,000.  The
Partnership's  September  30,  1996 cash  balance  was  $788,000.  At this time,
management is unable to predict when distributions will resume.

In January  1994,  the  Partnership  sent a  "Conditional  Offer to Purchase 12%
Participating Notes" ("the Offer") to all Note holders. The Offer was being made
to Noteholders in an effort to reduce the impact of the Notes' accrued  interest
on the value of the Equity Units.  The Offer was contingent  upon selling one or
more  properties  or otherwise  obtaining  financing to raise the cash needed to
repurchase the Notes at a discount.  The Offer  originally  expired  December 1,
1994  but  was  extended  an  additional  60  days.  Approximately  45%  of  the
Noteholders  accepted the Offer.  Buying back these notes provided a significant
interest  savings to the  Partnership,  which benefits the Equity Unit investors
(whose  returns  are  subordinated  to the  Noteholders'  receiving  a return of
principal plus 12% simple deferred interest per annum).

On June 9, 1995, in accordance with the  Participating  Notes Indenture and as a
result of the sale of Millwood  Estates,  the  Partnership  retired  $637,000 in
notes and $592,000 in related accrued interest.  Of this amount, the Partnership
paid $609,000 ($314,000 of Participating Notes principal and accrued interest of
$295,000) to outside  Noteholders,  the  remainder  represented  a retirement of
notes held in trust for the Partnership.


                                  Page 12 of 16

<PAGE>



In June 1995, the Partnership sent a second  "Conditional  Offer to Purchase 12%
Participating  Notes" (the "Second  Offer") to the  remaining  Noteholders.  The
Second Offer is for the repurchase of the Notes for a price equal to 135% of the
Noteholders  original investment (i.e. the purchase price for each Note is $1.35
compared to an  approximate  current Note and accrued  interest value of $1.95).
The Second Offer  expired  October 31, 1995,  but the  Partnership  extended the
expiration  to December 31,  1995.  As of September  30, 1996,  177  Noteholders
accepted  the Second  Offer of which 173 have been paid.  The  Partnership  will
purchase  the notes  held by the 4  noteholders  not paid to date when they have
obtained  replacement  notes  from  the  Trustee.  The  Partnership  repurchased
$1,088,000  in original  Note  principal  and paid  $381,000 of related  accrued
interest for a total purchase  price of  $1,469,000,  resulting in a gain to the
Partnership of $571,000.

In the first quarter of 1996, the Partnership borrowed an additional  $1,100,000
on a $2,000,000  line of credit with an  unaffiliated  third-party.  The balance
outstanding  at September  30, 1996 is  $1,600,000.  Proceeds from the loan were
used to supplement  cash in order to facilitate  the repayment of  Participating
Notes and related accrued interest as a result of the Second Offer repurchase.

On March 28, 1995,  the  Partnership  sold  Millwood  Estates  Apartments  to an
unaffiliated  third party for  $10,400,000,  out of which $7,572,400 was used to
payoff the outstanding note secured by the property. In addition, sales proceeds
were used to payoff the $2,000,000 note payable used to repurchase Participating
Notes (as discussed  above).  The  Partnership  recognized a gain on sale on its
1995 Statement of Operations.

Deferred financing costs and other fees decreased by approximately  $92,000 from
December  31,  1995  to  September  30,  1996  as a  result  of  writing-off  of
unamortized loan fees and the normal amortization of deferred costs.

Other assets increased $119,000, or 75%, from December 31, 1995 to September 30,
1996  primarily  due to the increase in property  tax  impounds  required by the
lenders.

The increase in accounts payable and accrued expenses of $142,000,  or 37%, from
December  31, 1995 to  September  30, 1996 is  primarily  due to the increase in
accrued property taxes.

Management's  ongoing  business plan for the Partnership is to preserve  capital
and rebuild cash  reserves.  By  attempting to build cash  reserves,  suspending
distributions,  and prudent  day-to-day  management of income and  expenditures,
management is striving to maintain stable operations and endure the challenge of
the market.

Results of Operations

Operating revenues decreased $497,000 from $5,981,000 to $5,484,000 for the nine
month period ending  September 30, 1996 compared to the same period in 1995. The
decrease  is  primarily  due to the  disposition  of the  Millwood  and  Regency
Residence  properties  which  account  for a combined  decrease  in  revenues of
$1,057,000. Operating revenues, however, increased by a total of $474,000 in the
same time period at the  Memphis and Tempe  Hotels due to an increase in average
daily room rates.

                                  Page 13 of 16

<PAGE>



Following is a comparison  of  occupancy  (and average  daily room rates for the
hotels) of the properties currently owned by the Partnership:

                                                  Occupancy Level
                                                    Percentage
                                        September 30,         September 30,
                                            1996                  1995
                                          --------              ------
Lake Mead Estates                              84%                   93%
Bryant Lake Phases I and II                   100%                  100%
Bryant Lake Phase III                         100%                   93%
Country Suites - Memphis                       73%                   77%
         Average Daily Room Rate            $56.93                $53.26
Country Suites - Tempe                         84%                   86%
         Average Daily Room Rate            $63.59                $43.57

Operating expenses decreased $419,000 from $3,955,000 to $3,536,000 for the nine
month period ending  September 30, 1996 compared to the same period in 1995. The
decrease  is due to  the  disposition  of the  Millwood  and  Regency  Residence
properties   which   accounted  for  $289,000  and  $520,000  of  the  decrease,
respectively,  netted  with an  increase  in  expenses  at the Memphis and Tempe
hotels totaling  approximately  $360,000. The Memphis hotel realized an increase
in repairs and  maintenance  expenses as a result of aging of the building.  The
Tempe hotel  realized an increase in management and franchise fees expenses as a
result of the increase in operating revenues.

The  decrease  in  interest  expense of  $466,000  from  September  30,  1995 to
September  30, 1996 is a result of the  disposition  of the Millwood and Regency
Residence  properties  and their  related  notes  payable  which  accounted  for
$180,000  and $106,000  decreases,  respectively.  In addition,  $135,000 of the
decrease  relates  to  the  repurchase  of  the   Participating   Notes  by  the
Partnership,  netted with  increased  interest  related to the borrowings on the
line of credit.

The decrease in  depreciation  and  amortization  of $155,000 from September 30,
1995 to September 30, 1996 is a result of the decrease in depreciable assets due
to the dispositions of the Millwood and Regency Residence properties.

General and  administrative  expenses decreased by $101,000 or 24% from $424,000
for the nine month  period  ended  September  30, 1995 to $323,000  for the same
period in 1996 due to decreased  overhead as a result of the  disposition of the
Millwood and Regency Residence properties.





                                  Page 14 of 16

<PAGE>



PART II.          OTHER INFORMATION


Item 1.  Legal Proceedings

                  None.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                  #27 - Financial Data Schedule

                  (b)      Reports on Form 8-K

                  None.


                                  Page 15 of 16

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                 OUTLOOK INCOME FUND 9,
                                 A CALIFORNIA LIMITED PARTNERSHIP


                                 By:  Glenborough Corporation,
                                      (formerly Glenborough Realty Corporation)
                                      Managing General Partner




Date: November 13, 1996               By: /s/ TERRI GARNICK
                                         ------------------
                                         Chief Financial Officer




                                  Page 16 of 16

<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                         0000801449
<NAME>                        Outlook Income Fund 9
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>                              dec-31-1996
<PERIOD-START>                                 jan-01-1996
<PERIOD-END>                                   sep-30-1996
<CASH>                                             788
<SECURITIES>                                         0
<RECEIVABLES>                                      162
<ALLOWANCES>                                        (9)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,219
<PP&E>                                          30,318
<DEPRECIATION>                                 (10,350)
<TOTAL-ASSETS>                                  23,663
<CURRENT-LIABILITIES>                              586
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       3,714
<TOTAL-LIABILITY-AND-EQUITY>                    23,663
<SALES>                                              0
<TOTAL-REVENUES>                                 5,823
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 4,723
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,335
<INCOME-PRETAX>                                   (244)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                               (244)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                    571
<CHANGES>                                            0
<NET-INCOME>                                       327
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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