OUTLOOK INCOME FUND 9
10-Q, 1997-05-15
REAL ESTATE
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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 quarterly period ended March 31, 1997

                                       OR

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

                 For the transition period from _____ to ______

                         Commission File number: 0-15837

                             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 March 31, 1997: 35,727,572






                                  Page 1 of 17
<PAGE>


PART I.          FINANCIAL INFORMATION

Item 1.          Financial Statements


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 Balance Sheets
                    (in thousands, except units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        March 31,                 December 31,
                                                                          1997                        1996
<S>                                                                  <C>                         <C>
Assets
Investments in real estate:
    Rental property, net of accumulated depreciation
       of $6,353 and $6,183 at March 31, 1997 and
       December 31, 1996, respectively                               $       12,231              $       12,397
    Rental property held for sale, net                                        3,917                       3,917
    Rental property held pending foreclosure                                  3,381                       3,375
                                                                     --------------              --------------
           Net real estate investments                                       19,529                      19,689

Cash and cash equivalents                                                     1,543                       1,121
Note receivable                                                               2,000                       2,000
Accounts receivable, net                                                        163                         119
Deferred  financing  costs and other fees, 
     net of  accumulated  amortization  of
     $1,259 and $1,219 at March 31, 1997
     and December 31, 1996, respectively                                        395                         435
Other assets                                                                    254                         125
                                                                     --------------              --------------

           Total assets                                              $       23,884              $       23,489
                                                                     ==============              ==============

</TABLE>







                                  - continued -



                                  Page 2 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                        March 31,                December 31,
                                                                         1997                        1996
<S>                                                                  <C>                         <C>
Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable - secured                                          $       16,282              $       16,325
    Participating notes:
       Notes issued and outstanding                                           4,591                       4,591
       Accrued interest, thereon                                              5,263                       5,125
       Less: Notes held in trust                                             (3,288)                     (3,288)
              Accrued interest, thereon                                      (3,739)                     (3,650)
                                                                     --------------              --------------
           Net due to noteholders                                             2,827                       2,778

    Accounts payable and accrued expenses                                       499                         448
    Interest payable                                                            850                         769
    Other liabilities                                                            63                          65
                                                                     --------------              --------------

       Total liabilities                                                     20,521                      20,385
                                                                     --------------              --------------

Partners' equity (deficit):
    General Partner                                                            (393)                       (396)
    Limited Partners, 35,727,572 equity units
       outstanding at March 31, 1997 and
       December 31, 1996                                                      3,756                       3,500
                                                                     --------------              --------------

           Total partners' equity                                             3,363                       3,104
                                                                     --------------              --------------

              Total liabilities and partners' equity                 $       23,884              $       23,489
                                                                     ==============              ==============



</TABLE>








                 See accompanying notes to financial statements.




                                  Page 3 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            Statements of Operations
          (in thousands, except per unit amounts and units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                    Three months ended
                                                                                          March 31,
                                                                                 1997                   1996
<S>                                                                        <C>                   <C>
Revenue:
   Rental income                                                           $         2,023       $         1,989
   Interest and other income                                                           123                   109
                                                                           ---------------       ---------------

         Total revenue                                                               2,146                 2,098
                                                                           ---------------       ---------------

Expenses:
   Operating, including $477 and $460 paid
     to affiliates in the three months ended
     March 31, 1997 and 1996, respectively                                           1,149                 1,132
   Interest                                                                            452                   432
   Depreciation and amortization                                                       184                   295
   General and  administrative,  including $73
     and $70 paid to affiliates in the three
     months ended March 31, 1997 and 1996, respectively                                102                   103
                                                                           ---------------       ---------------

         Total expenses                                                              1,887                 1,962
                                                                           ---------------       ---------------

Income before extraordinary item                                                       259                   136

Extraordinary item:
     Gain from Participating Notes purchased                                           ---                   570
                                                                           ---------------       ---------------

Net income                                                                 $           259       $           706
                                                                           ===============       ===============

Net income per equity unit:
     Before extraordinary item                                             $          0.01       $           ---
     Extraordinary item                                                                ---                  0.02
                                                                           ---------------       ---------------

         Total                                                             $          0.01       $          0.02
                                                                           ===============       ===============

Weighted average number of equity units
     outstanding during the period used to
     compute net income per equity unit                                         35,727,572            35,742,572
                                                                           ===============       ===============

                 See accompanying notes to financial statements.
</TABLE>




                                  Page 4 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                    Statements of Partners' Equity (Deficit)
               For the three months ended March 31, 1997 and 1996
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             General               Limited
                                                             Partner               Partners             Total

<S>                                                       <C>                   <C>                 <C>          
Balance at December 31, 1996                              $        (396)        $      3,500        $       3,104

Net income                                                            3                  256                  259
                                                          -------------         ------------        -------------

Balance at March 31, 1997                                 $        (393)        $      3,756        $       3,363
                                                          =============         ============        =============


Balance at December 31, 1995                              $        (397)        $      3,390        $       2,993

Net income                                                            7                  699                  706
                                                          -------------         ------------        -------------

Balance at March 31, 1996                                 $        (390)        $      4,089        $       3,699
                                                          =============         ============        =============






</TABLE>













                 See accompanying notes to financial statements.




                                  Page 5 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                                         Three months ended
                                                                                              March 31,
                                                                                       1997              1996
<S>                                                                             <C>                <C>
Cash flows from operating activities:
  Net income                                                                    $         259      $         706
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Depreciation and amortization                                                         184                295
    Amortization of loan fees, included in interest expense                                26                  8
    Gain on Participating Notes purchased                                                 ---               (570)
Changes in certain assets and liabilities:
    Accounts receivable                                                                   (44)                (8)
    Deferred financing costs and other fees                                               ---                (20)
    Other assets                                                                         (129)              (132)
    Accounts payable and accrued expenses                                                  51                 39
    Interest payable                                                                      130                 69
    Other liabilities                                                                      (2)                 2
    Payable to affiliate                                                                  ---                 15
                                                                                   ----------         ----------

       Net cash provided by operating activities                                          475                404
                                                                                   ----------         ----------

Cash flows from investing activities:
    Additions to real estate                                                              (10)               (31)
                                                                                   ----------         ----------

       Net cash used for investing activities                                             (10)               (31)
                                                                                   ----------         -----------

Cash flows from financing activities:
    Notes payable principal payments                                                      (43)               (26)
    Borrowings on secured notes payable                                                   ---              1,100
    Buy-back of Participating Notes-discounted                                            ---             (1,165)
                                                                                   ----------         ----------

       Net cash used for financing activities                                             (43)               (91)
                                                                                   ----------         ----------

Net increase in cash and cash equivalents                                                 422                282

Cash and cash equivalents at beginning of period                                        1,121                591
                                                                                  -----------          ---------

Cash and cash equivalents at end of period                                        $     1,543          $     873
                                                                                  ===========          =========
                                  - continued -

</TABLE>



                                  Page 6 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                      Statements of Cash Flows - continued
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                         Three months ended
                                                                                               March 31,
                                                                                       1997              1996

<S>                                                                               <C>               <C>
Supplemental disclosure of cash flow information:
  Cash paid for interest                                                          $       296       $       661
                                                                                  ===========       ===========

Supplemental disclosure of noncash transactions:
  Reduction of accrued interest payable resulting
    from purchase of Participating Notes at discount                              $       ---       $       870
                                                                                  ===========       ===========








</TABLE>

















                 See accompanying notes to financial statements.




                                  Page 7 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


Note 1.           THE PARTNERSHIP

In the opinion of Glenborough  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 March  31,  1997  and  December  31,  1996,  and the  related  statements  of
operations,  changes in  partners'  equity  and cash flows for the three  months
ended March 31, 1997 and 1996.

Management intends to present a plan of Partnership  liquidation for an investor
vote in 1997. The carrying value of the  investments in real estate at March 31,
1997 does not purport to represent the ultimate sales price the Partnership will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

Basis of Accounting - The accompanying  financial  statements have been prepared
on the  accrual  basis of  accounting  in  accordance  with  generally  accepted
accounting  principles  under the presumption that the Partnership will continue
as a going concern. As discussed above,  management intends to present a plan of
Partnership  liquidation for an investor vote in 1997. However,  the liquidation
proceeds and the timing thereof are not currently estimable,  nor is approval of
such plan assured.  Accordingly,  the accompanying  financial  statements do not
provide for any adjustments  relating to the aforementioned  plan of liquidation
if it is adopted.

Reclassifications - Certain 1996 balances have been reclassified to conform with
the current year presentation.

Note 2.           REFERENCE TO 1996 AUDITED FINANCIAL STATEMENTS

These  unaudited  financial  statements  should be read in conjunction  with the
Notes to Financial Statements included in the 1996 audited financial statements.

Note 3.           TRANSACTIONS WITH AFFILIATES

In accordance with the Limited Partnership  Agreement,  Glenborough  Corporation
and Glenborough  Hotel Group  (collectively  "Glenborough")  are compensated for
management  services.  Included in operating expenses for the three months ended
March 31, 1997 and 1996, are the following amounts paid to Glenborough:




                                  Page 8 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                                          1997                  1996
                                         ------                -----
Property management fees             $      34,000       $      36,000
Property salaries (reimbursed)              40,000              36,000
Hotel management fees                       69,000              67,000
Hotel salaries (reimbursed)                334,000             321,000
                                     -------------       -------------
                                     $     477,000       $     460,000
                                     =============       =============

The Partnership also reimburses  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  $73,000  and $70,000 by the  Partnership  for such
expenses  during the three months  ended March 31, 1997 and 1996,  respectively.
Such  amounts  are  included  in  general  and  administrative  expenses  in the
accompanying statements of operations.

As of March 31, 1997, GPA Ltd., a partnership  with the same general  partner as
the Partnership,  purchased  1,386,746 limited partnership units (a 4% interest)
from an unaffiliated limited partner for $106,000.  In April, 1997,  Glenborough
Partners purchased an additional 256,000 units from the same limited partner for
$18,000.

Note 4. SUBSEQUENT EVENTS

Notes Payable
On April 24, 1997, the  Partnership  refinanced two loans into a $4,300,000 loan
with an unaffiliated  third party secured by the Country Suites by Carlson-Tempe
hotel  property.  The loan has an interest rate of prime plus one (9.5% at March
31, 1997) and requires  monthly  interest only payments until March 31, 1999, at
which time all principal and interest will be due and payable.

Foreclosure
The Partnership discontinued debt service payments effective January 1997 on the
Country  Suites by Carlson - Memphis  property (a 121 - suite  hotel  located in
Memphis,  Tennessee),  due to the continued  insufficient  funds  generated from
operations to cover debt service. On March 14, 1997, the Partnership  received a
Notice of Foreclosure.  On April 4, 1997 the property was foreclosed upon by the
lender. The Country Suites by Carlson - Memphis property is classified as rental
property  held  pending  foreclosure  on the  Partnership's  March 31,  1997 and
December 31, 1996 balance sheets.




                                  Page 9 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


The following pro forma financial statements represent the Partnership's balance
sheet and statement of operations as of and for the three months ended March 31,
1997 and for the year ended  December 31,  1996,  as if the  foreclosure  of the
Country  Suites by  Carlson - Memphis  hotel had  occurred  on  January 1, 1996,
respectively.

                             Pro forma Balance Sheet
                              As of March 31, 1997
                    (in thousands, except units outstanding)
<TABLE>
<CAPTION>

                                                                                  Pro Forma
                                                                Historical       Adjustments     Pro Forma
<S>                                                           <C>               <C>              <C>
Assets
Investments in real estate:
   Rental property, net                                       $      12,231     $         ---    $      12,231
   Rental property held for sale, net                                 3,917               ---            3,917
   Rental property held pending foreclosure                           3,381            (3,381)             ---
                                                              -------------     -------------    -------------
       Net real estate investments                                   19,529            (3,381)          16,148

Cash and cash equivalents                                             1,543               (89)           1,454
Note receivable                                                       2,000               ---            2,000
Accounts receivable, net                                                163               (43)             120
Deferred financing costs and other fees, net                            395               (12)             383
Other assets                                                            254               (27)             227
                                                              -------------     -------------    -------------

       Total assets                                           $      23,884     $      (3,552)   $      20,332
                                                              =============     ==============   =============

</TABLE>




                                 Page 10 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                       Pro forma Balance Sheet - continued
                              As of March 31, 1997
                    (in thousands, except units outstanding)
<TABLE>
<CAPTION>

                                                                                  Pro Forma
                                                                Historical       Adjustments     Pro Forma
<S>                                                           <C>               <C>              <C>
Liabilities and Partners' Equity (Deficit)
Liabilities:
   Notes payable                                              $      16,282     $      (3,468)   $      12,814
   Participating notes:
     Notes issued and outstanding                                     4,591               ---            4,591
     Accrued interest, thereon                                        5,263               ---            5,263
     Less: Notes held in trust                                       (3,288)              ---           (3,288)
     Accrued interest, thereon                                       (3,739)              ---           (3,739)
                                                              -------------     -------------    -------------
       Net due to noteholders                                         2,827               ---            2,827

   Accounts payable and accrued expenses                                499              (131)             368
   Interest payable                                                     850               (78)             772
   Other liabilities                                                     63               ---               63
                                                              -------------     -------------    -------------

     Total liabilities                                               20,521            (3,677)          16,844

Partners' equity (deficit):
   General Partner                                                     (393)                1             (392)
   Limited Partners, 35,727,572 equity units
     outstanding                                                      3,756               124            3,880
                                                              -------------     -------------    -------------

       Total partners' equity                                         3,363               125            3,488
                                                              -------------     -------------    -------------

         Total liabilities and partners' equity               $      23,884     $      (3,552)   $      20,332
                                                              =============     =============    =============

</TABLE>




                                 Page 11 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                        Pro forma Statement of Operations
                    For the three months ended March 31, 1997
          (in thousands, except per unit amounts and units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Pro Forma
                                                                Historical       Adjustments     Pro Forma
<S>                                                           <C>               <C>              <C>
Revenue:
    Rental income                                             $       2,023     $        (357)   $       1,666
    Interest and other income                                           123               ---              123
                                                              -------------     -------------    -------------

           Total revenue                                              2,146              (357)           1,789
                                                              -------------     --------------   -------------

Expenses:
    Operating                                                         1,149              (313)             836
    Interest                                                            452               (78)             374
    Depreciation and amortization                                       184                (2)             182
    General and administrative                                          102               ---              102
                                                              -------------     -------------    -------------

           Total expenses                                             1,887              (393)           1,494
                                                              -------------     -------------    -------------

Net income                                                    $         259     $          36    $         295
                                                              =============     =============    =============

Net income per equity unit                                    $        0.01     $         ---    $        0.01
                                                              =============     =============    =============

Weighted average number of equity units
    outstanding during the period used to
    compute net income per equity unit                           35,727,572        35,727,572       35,727,572
                                                              =============        ==========    =============

</TABLE>





                                 Page 12 of 17
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                        Pro forma Statement of Operations
                      For the year ended December 31, 1996
                (in thousands, except per unit amounts and units
                                  outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Pro Forma
                                                                Historical       Adjustments     Pro Forma
<S>                                                           <C>               <C>              <C>
Revenue:
    Rental income                                             $       7,208     $      (1,854)   $       5,354
    Interest and other income                                           478               ---              478
                                                              -------------     -------------    -------------

           Total revenue                                              7,686            (1,854)           5,832
                                                              -------------     --------------   -------------

Expenses:
    Operating                                                         4,646             (1,483)          3,163
    Interest                                                          1,811              (311)           1,500
    Depreciation and amortization                                     1,147              (225)             922
    General and administrative                                          419               ---              419
                                                              -------------     -------------    -------------

           Total expenses                                             8,023            (2,019)           6,004
                                                              -------------     -------------    -------------

Net income (loss) before extraordinary item                            (337)              165             (172)

Extraordinary item:
    Gain from Participating Notes purchase                              448               ---              448
                                                              -------------     -------------    -------------

Net income                                                    $         111     $         165    $         276
                                                              =============     =============    =============

Net income (loss) per Equity unit:
    Before extraordinary item                                 $      (0.01)     $         ---    $         ---
    Extraordinary item                                                 0.01               ---             0.01
                                                              -------------     -------------    -------------
Net income per equity unit                                    $         ---     $         ---    $        0.01
                                                              =============     =============    =============

Weighted average number of equity units
    outstanding during the period used to
    compute net income per equity unit                           35,727,572        35,727,572       35,727,572
                                                              =============        ==========    =============
</TABLE>

                                 Page 13 of 17
<PAGE>

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

INTRODUCTION

The following  discussion  addresses the  Partnership's  financial  condition at
March 31, 1997 and its results of  operations  for the three  months ended March
31,  1997 and 1996.  This  information  should be read in  conjunction  with the
Partnership's audited December 31, 1996 Consolidated Financial Statements, notes
thereto and other information contained elsewhere in this report.

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.

At March 31, 1997, the Partnership's cash balance was $1,543,000.  The remainder
of the  Partnership's  assets  consist  primarily  of its  investments  in  real
properties which total $19,529,000 at March 31, 1997.

As of March 31, 1997, the Partnership owned the following properties:  Lake Mead
Estates Apartments (a 160 unit apartment complex in Las Vegas,  Nevada),  Bryant
Lake Business  Center:  Phases I, II and III (a 171,743  square foot  commercial
center in Eden Prairie,  Minnesota),  Country Suites by Carlson - Memphis (a 121
suite hotel in Memphis,  Tennessee) and Country Suites by Carlson - Tempe (a 139
suite hotel in Tempe, Arizona).

Due to continued  insufficient  funds  generated  from  operations to cover debt
service,  the Partnership  discontinued  the payment of debt service on the loan
secured by the Country Suites by Carlson - Memphis  property in January 1997. On
March 14, 1997, the Partnership  received a Notice of Foreclosure on the Country
Suites by Carlson - Memphis property and the property was foreclosed upon by the
bank on April 4,  1997.  The  Country  Suites by Carlson - Memphis  property  is
classified as rental  property  held pending  foreclosure  on the  Partnership's
March 31, 1997 and December 31, 1996 balance sheets.

On March 13, 1997,  the  Partnership  entered into a purchase and sale agreement
with an  unaffiliated  third party for the sale of Lake Mead  Estates  Apartment
complex.  The sale is expected to close escrow in June 1997 for a purchase price
of $5,000,000. With the proceeds from the sale, the Partnership would payoff the
related  debt on the  property  and pay the  Noteholders  their  portion  of the
principal  and  stated  interest  related  to the Lake Mead  Estates  Apartments
property.  The remaining  proceeds will be used to replenish cash reserves.  The
Lake Mead Estates  Apartment  property is classified as rental property held for
sale on the Partnership's March 31, 1997 and December 31, 1996 balance sheets.

On April 24, 1997, the  Partnership  refinanced two loans into a $4,300,000 loan
with an unaffiliated  third party secured by the Country Suites by Carlson-Tempe
hotel  property.  The loan has an interest rate of prime plus one (9.5% at March
31, 1997) and requires  monthly  interest only payments until March 31, 1999, at
which time all principal and interest will be due and payable.

                                 Page 14 of 17
<PAGE>


Other assets  increased  $129,000,  or 103%, from December 31, 1996 to March 31,
1997  primarily  due to the increase in property tax impounds paid in accordance
with the respective loan agreements.

Management  intends to present a plan of  liquidation  for an  investor  vote in
1997.  The carrying  value of the  investments  in real estate at March 31, 1997
does not purport to represent  the  ultimate  sales price the  Partnership  will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

Based on the pro forma financial  information,  hereby incorporated by reference
to the Notes to the Financial  Statements  included in Item 1 of this Form 10-Q,
management  believes that the  Partnership's  available  cash together with cash
generated  from  operations  and net  proceeds  upon the  eventual  sales of the
properties  will  be  sufficient  to  finance  the  cash   requirements  of  the
Partnership.

RESULTS OF OPERATIONS

Rental revenue  remained  consistent for the three month period ending March 31,
1997  compared to the same period in 1996.  The  following  is a  comparison  of
occupancy  (and  average  daily  room rates for the  hotels)  of the  properties
currently owned by the Partnership at March 31, 1997 and 1996:

                                                   Occupancy Level
                                                     Percentage
                                             1997                  1996
Lake Mead Estates 98%                           93%
Bryant Lake Phases I and II                     92%                  100%
Bryant Lake Phase III                          100%                  100%
Country Suites - Memphis                        52%                   69%
         Average Daily Room Rate             $62.62                $55.30
Country Suites - Tempe                          92%                   94%
         Average Daily Room Rate             $86.38                $73.02

Interest  and other income  increased  $14,000 or 13% when  comparing  the three
months ended March 31, 1997 to the same three months in 1996  primarily due to a
$12,000  payment  received in 1997 in connection with a settlement from a former
tenant of the Bryant Lake Phase I property.

Operating  expenses  remained  consistent  for the quarter ending March 31, 1997
compared to the same quarter in 1996.

The increase in interest  expense of $20,000,  or 46%, when  comparing the three
months  ended  March  31,  1997 to the three  months  ended  March  31,  1996 is
primarily due to additional interest bearing borrowings obtained in 1996.

The decrease in depreciation and amortization of $111,000 from March 31, 1996 to
March 31, 1997 is a direct result of ceasing depreciation,  effective January 1,
1997, on the  Partnership's  properties that are classified as held for sale and
held pending foreclosure.

General and  administrative  expenses  remained  consistent  for the three month
period ended March 31, 1997 compared to the same period in 1996.




                                 Page 15 of 17
<PAGE>


PART II. OTHER INFORMATION


Item 1.           Legal Proceedings

                  None.

Item 2.  Changes in Securities

                  Not applicable.

Item 3.  Defaults Upon Senior Securities

                  Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

                  None.

Item 5.  Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                  #27 - Financial Data Schedule

                  (b) Reports on Form 8-K.

                           Registrant  filed a Current Report on Form 8-K, dated
                  April 21,  1997,  reporting  that on March 14,  1997,  Outlook
                  Income  Fund  9,  a  California   Limited   Partnership   (the
                  Registrant),  received a Notice of  Foreclosure on the Country
                  Suites by  Carlson  -  Memphis  property,  a  121-suite  hotel
                  located at 4300 American Way in Memphis,  Tennessee.  On April
                  4, 1997 the property was foreclosed upon by the lender.




                                 Page 16 of 17
<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,
                                                a California corporation
                                                Its Managing General Partner




Date:  May 15, 1997                        By:   /s/ Terri Garnick
                                                     ------------------
                                                     Terri Garnick
                                                     Chief Financial Officer


                                 Page 17 of 17


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000801449
<NAME>                        Outlook Income Fund 9
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<EXCHANGE-RATE>                                1.000
<CASH>                                         1,543
<SECURITIES>                                   0
<RECEIVABLES>                                  169
<ALLOWANCES>                                   6
<INVENTORY>                                    0
<CURRENT-ASSETS>                               1,960
<PP&E>                                         25,882
<DEPRECIATION>                                 (6,353)
<TOTAL-ASSETS>                                 23,884
<CURRENT-LIABILITIES>                          562
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     3,363
<TOTAL-LIABILITY-AND-EQUITY>                   23,884
<SALES>                                        0
<TOTAL-REVENUES>                               2,146
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               1,435
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             452
<INCOME-PRETAX>                                259
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            259
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   259
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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