OUTLOOK INCOME FUND 9
10-Q, 1997-11-14
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 September 30, 1997

                                       OR

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

                        for the transition period from to

                         Commission File Number: 0-15837

                             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)

                                 (650) 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, 1997: 35,727,572






                                  Page 1 of 16
<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>

                                                                      September 30,              December 31,
                                                                          1997                        1996
<S>                                                                  <C>                         <C>
Assets
Investments in real estate:
    Rental property, net of accumulated depreciation
      of $6,183 at December 31, 1996                                 $          ---              $       12,397
    Rental property held for sale, net                                       12,131                       3,917
    Rental property held pending foreclosure                                    ---                       3,375
                                                                     --------------              --------------
           Net real estate investments                                       12,131                      19,689

Cash and cash equivalents                                                     2,337                       1,121
Note receivable                                                               1,758                       2,000
Accounts receivable, net                                                         98                         119
Deferred financing costs and other fees, 
   net of accumulated amortization of $959
   and $1,219 at September 30, 1997
   and December 31, 1996, respectively                                          411                         435
Other assets                                                                    256                         125
                                                                     --------------              --------------

           Total assets                                              $       16,991              $       23,489
                                                                     ==============              ==============

</TABLE>











                                  - continued -



                                  Page 2 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                           Balance Sheets - continued
                    (in thousands, except units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      September 30,              December 31,
                                                                          1997                        1996
<S>                                                                  <C>                         <C>
Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable - secured                                          $        9,150              $       16,325
    Participating notes:
       Notes issued and outstanding                                           4,591                       4,591
       Accrued interest, thereon                                              5,538                       5,125
       Less: Notes held in trust                                             (3,288)                     (3,288)
              Accrued interest, thereon                                      (3,942)                     (3,650)
                                                                     --------------              --------------
           Net due to noteholders                                             2,899                       2,778

    Accounts payable and accrued expenses                                       366                         448
    Interest payable                                                            770                         769
    Other liabilities                                                            70                          65
                                                                     --------------              --------------

       Total liabilities                                                     13,255                      20,385
                                                                     --------------              --------------

Partners' equity (deficit):
    General Partner                                                            (390)                       (396)
    Limited Partners, 35,727,572 equity units
       outstanding at September 30, 1997 and
       December 31, 1996                                                      4,126                       3,500
                                                                     --------------              --------------

           Total partners' equity                                             3,736                       3,104
                                                                     --------------              --------------

              Total liabilities and partners' equity                 $       16,991              $       23,489
                                                                     ==============              ==============

</TABLE>










                 See accompanying notes to financial statements.




                                  Page 3 of 16
<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                      Nine months ended
                                                               September 30,                          September 30,
                                                    ------------------------------          -----------------------
                                                        1997               1996                 1997            1996
                                                    ------------       -----------          -------------   --------
<S>                                                  <C>               <C>                <C>               <C>
Revenue:
   Rental income                                     $       952       $     1,646        $       4,400     $       5,484
   Interest and other income                                 112               115                  357               339
   Gain on foreclosure                                       ---               ---                  174               ---
   Gain (loss) on sale of property                            (9)              ---                  547               ---
                                                     -----------       -----------        -------------     -------------

        Total revenue                                      1,055             1,761                5,478             5,823
                                                     -----------       -----------        -------------     -------------

Expenses:
   Operating, including $1,049 and $1,387 
     paid to  affiliates  during the nine
     months ended September 30, 1997 and 1996,
     respectively                                            680             1,173                2,699             3,536
   Interest                                                  275               487                1,099             1,335
   Depreciation and amortization                             167               252                  504               873
   Provision for impairment of note receivable               242               ---                  242               ---
   General and administrative, including
     $214 and $211 paid to affiliates in the
     nine months ended September 30, 1997
     and 1996, respectively                                   94               103                  302               323
                                                     -----------       -----------        -------------     -------------

        Total expenses                                     1,458             2,015                4,846             6,067
                                                     -----------       -----------        -------------     -------------

Income (loss) before extraordinary item                     (403)             (254)                 632              (244)

Extraordinary item:
   Gain from Participating Notes purchased                   ---                62                   ---              571
                                                     -----------       -----------        --------------    -------------

Net income (loss)                                    $      (403)      $      (192)       $          632    $         327
                                                     ===========       ===========        ==============    =============

</TABLE>




                                  - continued -


                                  Page 4 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                      Statements of Operations - continued
          (in thousands, except per unit amounts and units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            Three months ended                    Nine months ended
                                                                September 30,                         September 30,
                                                    --------------------------------        -----------------------
                                                          1997             1996                 1997            1996
                                                    --------------     -------------        -------------   --------
<S>                                                 <C>                <C>                <C>             <C>
Net income (loss) per equity unit:
   Before extraordinary item                        $       (0.01)     $      (0.01)      $         0.02  $         ---
   Extraordinary item                                          ---              ---                  ---           0.01
                                                    --------------     ------------       --------------  -------------

        Total                                       $       (0.01)     $      (0.01)      $         0.02  $        0.01
                                                    =============      ============       ==============  =============

Weighted average  number of equity units
   outstanding  during the period used to
   compute net income (loss) per  equity unit          35,727,572        35,727,572           35,727,572     35,734,572
                                                    =============      ============       ==============  =============







</TABLE>

















                 See accompanying notes to financial statements.




                                  Page 5 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                    Statements of Partners' Equity (Deficit)
              For the nine months ended September 30, 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                                                            6                  626                  632
                                                          -------------         ------------        -------------

Balance at September 30, 1997                             $        (390)        $      4,126        $       3,736
                                                          =============         ============        =============


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
                                                          =============         ============        =============


</TABLE>

















                 See accompanying notes to financial statements.




                                  Page 6 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                                          Nine months ended
                                                                                             September 30,
                                                                                       1997              1996
<S>                                                                                <C>                <C>
Cash flows from operating activities:
  Net income                                                                       $      632         $      327
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Depreciation and amortization                                                         504                873
    Amortization of loan fees, included in interest expense                                70                 62
    Gain on Participating Notes purchased                                                 ---               (571)
    Gain on foreclosure                                                                  (174)               ---
    Gain on sale of property                                                             (547)               ---
    Provision for impairment of note receivable                                           242                ---
Changes in certain assets and liabilities:
    Accounts receivable                                                                    21                 24
    Deferred financing costs and other fees                                              (211)               (36)
    Other assets                                                                         (139)              (119)
    Accounts payable and accrued expenses                                                 (58)               142
    Interest payable                                                                      200                165
    Other liabilities                                                                       5                  1
                                                                                   ----------         ----------

       Net cash provided by operating activities                                          545                868
                                                                                   ----------         ----------

Cash flows from investing activities:
    Additions to real estate                                                             (205)              (223)
    Net proceeds from sale of property                                                    892                ---
                                                                                   ----------         ----------

       Net cash provided by (used for) investing activities                               687               (223)
                                                                                   ----------         ----------

Cash flows from financing activities:
    Net proceeds from note payable refinancing                                             42                ---
    Notes payable principal payments                                                      (58)               (79)
    Borrowings on secured notes payable                                                   ---              1,100
    Buy-back of Participating Notes-discounted                                            ---             (1,469)
                                                                                   ----------         ----------

       Net cash used for financing activities                                             (16)              (448)
                                                                                   ----------         ----------

Net increase in cash and cash equivalents                                          $    1,216         $      197

                                  - continued -

</TABLE>



                                  Page 7 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                                        Nine months ended
                                                                                          September  30,
                                                                                     1997               1996
<S>                                                                               <C>                  <C>
Cash and cash equivalents at beginning of period                                  $     1,121          $     591
                                                                                   ----------           --------

Cash and cash equivalents at end of period                                        $     2,337          $     788
                                                                                  ===========          =========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                          $       847       $     1,491
                                                                                  ===========       ===========

Supplemental disclosure of non-cash transactions:
  Reduction of accrued interest payable resulting
    from purchase of Participating Notes at discount                              $       ---       $       135
                                                                                  ===========       ===========

Supplemental disclosure of non-cash refinancing:
   New financing                                                                  $     4,300       $       ---
   Original financing paid-off in escrow                                               (4,258)              ---
                                                                                  -----------       -----------
       Net loan proceeds                                                          $        42       $       ---
                                                                                  ===========       ===========

Supplemental disclosure of property foreclosure:
   Write-off assets and liabilities:
     Basis in investment in real estate                                           $    (3,376)      $       ---
     Unamortized deferred costs                                                           (12)              ---
     Other assets                                                                          (8)              ---
     Note payable balance                                                               3,468               ---
     Accrued interest expense                                                              78               ---
     Other accrued expenses                                                                24               ---
                                                                                  -----------       -----------
       Net gain on foreclosure                                                    $       174       $       ---
                                                                                  ===========       ===========

Supplemental disclosure of property sale:
   Sales price                                                                    $     4,900       $       ---
   Note payable paid-off in escrow                                                     (3,691)              ---
   Costs of sale                                                                         (317)              ---
                                                                                  -----------       -----------
       Proceeds from the sale                                                     $       892       $       ---
                                                                                  ===========       ===========

   Sales price, net of costs of sale                                              $     4,583       $       ---
   Less: Basis in investment in real estate                                            (3,917)              ---
   Less: Unamortized deferred financing costs and other fees                             (119)              ---
                                                                                  -----------       -----------
       Gain on sale of property                                                   $       547       $       ---
                                                                                  ===========       ===========

                 See accompanying notes to financial statements.

</TABLE>



                                  Page 8 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 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  September  30, 1997 and December 31,  1996,  and the related  statements  of
operations for the three and nine months ended  September 30, 1997 and 1996, and
changes in partners'  equity  (deficit) and cash flows for the nine months ended
September 30, 1997 and 1996.

On September 9, 1997, a Consent Solicitation  Statement (the "Solicitation") was
sent  to  the  limited  partners  of  the  Partnership  proposing  to  sell  the
Partnership's remaining assets,  distribute the net cash balance upon settlement
of all  liabilities,  and dissolve  the  Partnership  by December 31, 1997.  The
Solicitation is hereby  incorporated by reference to the Definitive Schedule 14A
- - Proxy Statement filed with the Securities and Exchange Commission on September
8, 1997.  On  October 8, 1997,  the  solicitation  period  ended and  management
received a 69.95% voter response from the limited partners with 64.44% voting in
favor,  3.86% against and 1.65%  abstaining.  Upon completion of the sales,  the
holders  of the  Participating  Notes are  entitled  to receive  their  original
principal amounts together with accrued interest thereon less amounts previously
paid.  The  General  Partner   estimates  the  remaining  amount  available  for
distribution to the limited partners will be approximately $0.18 per Unit, based
on 35,727,572 Units outstanding.

Reclassifications  - Certain 1996 balances have been  reclassified to conform to
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 nine months ended
September 30, 1997 and 1996, are the following amounts paid to Glenborough:




                                  Page 9 of 16
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                   (Unaudited)


                                         1997               1996
                                    -------------       -------------
Property management fees            $      89,000       $     105,000
Property salaries (reimbursed)             93,000             107,000
Hotel management fees                     140,000             178,000
Hotel salaries (reimbursed)               727,000             997,000
                                    -------------       -------------
                                    $   1,049,000       $   1,387,000
                                    =============       =============

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  $214,000 and $211,000 by the  Partnership  for such
expenses during the nine months ended September 30, 1997 and 1996, respectively.
Such  amounts  are  included  in  general  and  administrative  expenses  in the
accompanying statements of operations.

As of September 30, 1997, GPA Ltd., a partnership  with the same general partner
as the  Partnership,  purchased  1,642,746  limited  partnership  units  (a 4.6%
interest) from an unaffiliated limited partner for $125,000.

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 $147,000 in 1997
associated  with  the  sale of the  Lake  Mead  Estates  Apartments.  The fee is
included in the net gain on sale of property.

Note 4. INVESTMENTS IN REAL ESTATE

As of September 30, 1997, the Partnership owned the following properties: Bryant
Lake Business  Center:  Phases I, II and III (a 171,743  square foot  commercial
center in Eden Prairie,  Minnesota),  and Country Suites by Carlson Tempe (a 139
suite hotel in Tempe, Arizona).

The Partnership discontinued debt service payments effective January 1997 on the
Country  Suites by Carlson  Memphis  property due to the continued  insufficient
funds  generated  from  operations to cover debt service.  On April 4, 1997, the
lender  foreclosed  upon  the  property.  At the  time of the  foreclosure,  the
outstanding loan balance secured by the property  (including  accrued  interest)
was  $3,546,000  and the net assets  approximated  $3,372,000.  The  Partnership
recognized  a gain on  foreclosure  of  $174,000,  which is included in the 1997
statement of operations.

On June 18,  1997,  the  Partnership  sold Lake Mead  Estates  Apartments  to an
unaffiliated third party for $4,900,000. The proceeds from the sale were used to
payoff  the  loan  secured  by the  property  of  approximately  $3,700,000  and
settlement and other closing costs,  including a $147,000 transaction fee to the
general  partner.  The  remaining  net  proceeds of  $863,000  were added to the
Partnership's reserves. The sale was an all cash sale and the Partnership has no
continuing  obligation  or  involvement  with  the  property.   The  Partnership
recognized a $547,000 gain on the sale of the property.


                                 Page 10 of 16
<PAGE>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                   (Unaudited)


Note 5. NOTES PAYABLE

On April 24, 1997, the Partnership refinanced two loans with a total outstanding
balance of $4,258,000 into a $4,300,000  loan with an unaffiliated  third party.
The loan is secured by the Country Suites by Carlson-Tempe hotel property, bears
interest at a rate of prime plus one (9.5% at  September  30, 1997) and requires
monthly interest only payments until March 31, 1999, at which time all principal
and interest will be due and payable.

Note 6. SUBSEQUENT EVENTS

On October 14, 1997, the Partnership  sold the Country Suites by Carlson - Tempe
property  to Wall - Norm,  LLC for  $6,400,000.  The owners of Wall - Norm,  LLC
consist of a former  director of  Glenborough  Corporation  and the president of
Glenborough Hotel Group. The proceeds from the sale were used to payoff the loan
secured by the property of approximately $4,316,000, including related interest,
and other closing costs.  The remaining net proceeds of $2,068,000 were added to
the Partnership's reserves.

On November 4, 1997,  the  Partnership  sold the Bryant  Lake  Business  Center:
Phases I, II and III, to  Glenborough  Properties,  L.P.,  an  affiliate  of the
general  partner,  for  $9,400,000.  Glenborough  Properties,  L.P.  assumed the
outstanding  loan secured by the property of  $4,850,000.  The proceeds from the
sale were used to payoff  the  deferred  interest  on the loan of  approximately
$741,000 and other closing costs.  The remaining net proceeds of $3,760,000 were
added to the Partnership's reserves.

On November 4, 1997, the  Partnership  sold the $2,000,000 note receivable to an
unaffiliated  third party for a discounted price of $1,760,000.  The Partnership
added the net proceeds from the sale of $1,758,000 to its cash reserves.

Subsequent to the above noted sales,  the  Participating  Notes will be paid-off
(including  accrued  interest) and the Partnership will distribute the remaining
funds to the  limited  and  general  partners  in  accordance  with the  limited
partnership agreement.




                                 Page 11 of 16
<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
September  30, 1997 and its  results of  operations  for the nine  months  ended
September 30, 1997 and 1996. This information should be read in conjunction with
the Partnership's audited December 31, 1996 Financial Statements,  notes thereto
and other information contained elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

At  September  30,  1997,  the  Partnership  had cash and  cash  equivalents  of
$2,337,000.  The remainder of the Partnership's  assets consist primarily of its
investments  in real  estate,  all held for sale,  which  total  $12,131,000  at
September 30, 1997.

As of September 30, 1997, the Partnership owned the following  properties,  both
of which were under contract for sale: Bryant Lake Business Center: Phases I, II
and III (a 171,743 square foot  commercial  center in Eden Prairie,  Minnesota),
and  Country  Suites by Carlson - Tempe (a 139 suite  hotel in Tempe,  Arizona).
Upon the sale of these two  properties,  the secured debt,  with an  outstanding
balance of $9,150,000 at September 30, 1997, would either be paid-off or assumed
by the respective buyers.

The decrease in  investments  in real estate from December 31, 1996 to September
30,  1997 is due to the  April 4,  1997  foreclosure  of the  Country  Suites by
Carlson -  Memphis  hotel  and the June 18,  1997  sale of the Lake Mead  Estate
Apartments.  As a result of these two  transactions,  notes payable decreased by
approximately $7,158,000.

On  September  9,  1997,  a  proxy  was  sent  to the  limited  partners  of the
Partnership proposing to sell the Partnership's remaining assets, distribute the
net  cash  proceeds  upon  settlement  of  all  liabilities,  and  dissolve  the
Partnership  by December 31, 1997. On October 8, 1997, the  solicitation  period
ended and management received a favorable vote by 69.95% of the limited partners
with 64.44% in favor, 3.86% against and 1.65% abstaining. Upon completion of the
sales,  the holders of the  Participating  Notes are  entitled to receive  their
original  principal  amounts together with accrued interest thereon less amounts
previously  paid.  The  General  Partner  estimates  the  amount  available  for
distribution to the limited partners will be approximately $0.18 per Unit, based
on 35,727,572 Units outstanding.

On October 14, 1997, the Partnership  sold the Country Suites by Carlson - Tempe
hotel  property for  $6,400,000.  The proceeds from the sale were used to payoff
the loan secured by the property of  $4,300,000  and other  closing  costs.  The
remaining net proceeds of $2,068,000 were added to the  Partnership's  reserves.
The sale was an all cash sale and the Partnership has not continuing  obligation
or involvement with the property.

On November 4, 1997, the Partnership sold the Bryant Lake Office Complex, Phases
I, II and III, to  Glenborough  Properties  L.P.,  an  affiliate  of the general
partner,  for $9,400,000.  Glenborough  Properties L.P.  assumed the outstanding
loan secured by the property of $4,850,000. The proceeds from the sale were used
to payoff the deferred interest on the loan of approximately  $741,000 and other
closing  costs.  The  remaining  net  proceeds of  $3,760,000  were added to the
Partnership's cash reserves.

                                 Page 12 of 16
<PAGE>

On November 4, 1997, the  Partnership  sold the $2,000,000 note receivable to an
unaffiliated  third party for a discounted price of $1,760,000.  The Partnership
added the net proceeds from the sale of $1,758,000 to its cash reserves.

Other assets  increased  $131,000,  or 105%, from December 31, 1996 to September
30, 1997 primarily due to additional  impound  payments made in accordance  with
the loan  obtained  on April  24,  1997 and an  increase  in  impounds  paid for
property taxes due in October 1997.

Management believes that the Partnership's  available cash and net proceeds upon
the  completed  sales of the  properties  will be sufficient to finance the cash
requirements of the Partnership until an orderly dissolution is completed.

RESULTS OF OPERATIONS

Rental income decreased $1,084,000,  or 20%, for the nine months ended September
30, 1997  compared to the same period in 1996.  The  decrease is  primarily  the
result of the April 1997  foreclosure on the Country Suites by Carlson - Memphis
property  and the June  1997  sale of the Lake  Mead  Estates  Apartments  which
accounted  for  decreases  of  $1,007,000  and  $274,000,   respectively.  These
decreases  are  partially  offset by an  increase in revenues at the Tempe hotel
property of $295,000  resulting from an increase in the average daily room rate.
The following is a comparison of occupancy (and average daily room rates for the
hotel) of the properties  owned by the  Partnership as of September 30, 1997 and
1996:
                                          Occupancy Level
                                            Percentage
                                        ------------------
                                         1997        1996
                                        -------   --------
Bryant Lake Phases I and II                 91%       100%
Bryant Lake Phase III                       94%       100%
Country Suites - Tempe                      87%        90%
         Average Daily Room Rate         $70.32     $67.68

Interest and other income increased $18,000 or 5% when comparing the nine months
ended  September  30, 1997 to the same nine months in 1996 due to the receipt of
$35,000 in 1997 in  connection  with a  settlement  from a former  tenant of the
Bryant Lake Phase I property. Additionally, interest income increased $37,000 in
1997  compared  to 1996 as a result of higher  invested  cash  balances in 1997.
These increases were partially  offset by a decrease in other hotel revenue as a
result of the April 1997  foreclosure on the Country Suites by Carlson - Memphis
property.

As discussed in Note 4 to the Notes to Financial Statements,  the foreclosure of
Country Suites by Carlson Memphis property resulted in a gain of $174,000 and is
included on the Partnership's 1997 statement of operations.

As discussed in Note 4 to the Notes to  Financial  Statements,  the sale of Lake
Mead  Estates  Apartments  resulted in a gain of $547,000 and is included on the
Partnership's 1997 statement of operations.

                                 Page 13 of 16
<PAGE>

Operating  expenses  decreased  $837,000,  or 24%,  for the  nine  months  ended
September 30, 1997 compared to the same period in 1996  primarily as a result of
the April 1997  foreclosure on the Country Suites by Carlson - Memphis  property
and the June 1997 sale of Lake Mead Apartments which accounted for a decrease of
$867,000 and  $125,000,  respectively.  The  decreases  are offset by a $120,000
increase  in  expenses  at the Tempe  hotel  property  as a result of the higher
volume of business and increases at the Bryant Lake Business  Center  properties
of  $9,000  for  costs  incurred  when  the  Partnership   obtained  independent
appraisals of the rental property and $18,000 for additional property taxes as a
result of an increase in the properties appraised value.

The decrease in depreciation and amortization of $369,000,  or 42%, for the nine
months ended  September 30, 1997 compared to the nine months ended September 30,
1996 is a direct result of ceasing  depreciation,  effective January 1, 1997, on
the  Partnership's  properties  that were  classified  as held for sale and held
pending foreclosure at December 31, 1996.

General  and  administrative  expenses  decreased  $21,000,  or 7%, for the nine
months ended  September 30, 1997  compared to the same period in 1996  primarily
due to a one-time  payment of  professional  fees in 1996 rendered in connection
with appraisals of the Partnership's properties.





                                 Page 14 of 16
<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

                  Incorporated  by reference to Note 1 of the Notes to Financial
                  Statements.

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.

                           On October 29, 1997, the Partnership filed a From 8-K
                  announcing  the October 14, 1997 sale of the Country Suites by
                  Carlson - Tempe property,  a 139 suite hotel located in Tempe,
                  Arizona,  to Wall - Norm,  LLC for  $6,400,000.  The owners of
                  Wall - Norm,  LLC consist of a former  director of Glenborough
                  Corporation,  the general partner of the Partnership,  and the
                  president  of  Glenborough   Hotel  Group,   an  affiliate  of
                  Glenborough Corporation.




                                 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,
                                     a California corporation
                                     Its Managing General Partner




Date:  November 14, 1997                By: /S/ Terri Garnick
                                            ----------------------
                                            Terri Garnick
                                            Chief Financial Officer

                                 Page 16 of 16

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000801449
<NAME>                        Outlook Income Fund 9
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                1.000
<CASH>                                         2,337
<SECURITIES>                                   0
<RECEIVABLES>                                  1,860
<ALLOWANCES>                                   (4)
<INVENTORY>                                    0
<CURRENT-ASSETS>                               2,691
<PP&E>                                         16,486
<DEPRECIATION>                                 (4,355)
<TOTAL-ASSETS>                                 16,991
<CURRENT-LIABILITIES>                          436
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     3,736
<TOTAL-LIABILITY-AND-EQUITY>                   16,991
<SALES>                                        0
<TOTAL-REVENUES>                               5,478
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               3,505
<LOSS-PROVISION>                               242
<INTEREST-EXPENSE>                             1,099
<INCOME-PRETAX>                                632
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            632
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   632
<EPS-PRIMARY>                                  0.02
<EPS-DILUTED>                                  0
        

</TABLE>


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