UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
Commission File No. 33-33504
AAA NET REALTY FUND IX, LTD.
(Exact name of registrant as specified in its charter)
Nebraska 76-0318157
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
8 Greenway Plaza, Suite 824
Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 850-1400.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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______
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Prospectus of Registrant dated June 6, 1990,
(included in Registration Statement No. 33-33504 of Registrant) are
incorporated by reference into Part III.
PART I
Item 1. Business
AAA Net Realty Fund IX, Ltd. (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating
and holding real properties for investment. The Partnership was
organized to acquire existing real estate income-producing
properties as well as land upon which such income-producing
properties are to be constructed (the "properties"), to be leased
to corporations. The properties will not be leased to franchisees
of such corporations (unless a tenant corporation was to fail and
in such event a release may involve a franchisee lessee). American
Asset Advisers Management Corporation IX (a Nebraska corporation)
is the Managing General Partner and H. Kerr Taylor is the
Individual General Partner.
Commencing June 6, 1990, the Registrant offered through Securities
America, Inc., up to 15,000 Units of limited partnership interest
(the "Units") at $1,000 per Unit with a minimum purchase of 5 Units
($5,000) or 2 Units ($2,000) for an Individual Retirement Account.
At the termination of the offering on June 5, 1992, subscriptions
had been received for 5,390.5 Units ($5,390,500). Limited partners
are not required to make any additional capital contributions.
The Units were registered under the Securities Act of 1933 on
Registration Statement No. 33-33504 (the "Registration Statement").
The Partnership acquired three properties in 1991, a fourth
property in 1992 and a fifth property in 1993 at a total price of
$4,436,869 including acquisition fees and certain acquisition
expenses. Generally, the Partnership leases properties on a "net
lease" basis to corporations having a net worth at the time of
acquisition in excess of $40,000,000.
All of the Partnership's business is generated from real estate
operations; therefore, presentation of industry segment information
is not applicable. Each property is leased to a single tenant.
Three of the Partnership's five properties each contributed 15% or
more of the total rental income for 1996, 1995 and 1994. A
breakdown of rental income by tenant is included in Note 5 to the
financial statements.
A further description of the Partnership's business is included in
Management's Discussion and Analysis of Financial Condition and
Results of Operations included in Item 7 of this Form 10-K.
The Objectives of the Partnership are:
(1) to preserve and protect the limited partners' original
capital contributions by the free and clear "all cash"
acquisition of income-producing improved real estate
properties;
(2) to utilize initial limited partner equity to purchase
income-producing properties at prices that are below
appraised values;
(3) to obtain capital appreciation through increases in the
value of the Partnership's properties;
(4) to provide the limited partners with quarterly cash
distributions;
2
(5) to realize certain limited tax benefits, principally
through depreciation deductions so that taxable income of
the Partnership will be offset to some extent by
deductible items, with the result that investors may
receive distributions generated from the Partnership's
operation with a reduced income tax liability associated
with the distribution of income.
There can be no assurance that such objectives can be attained. It
is not an objective of the Partnership to shelter taxable income of
investors that is derived from sources other than the Partnership.
Properties
As of December 31, 1996, the Partnership owned five properties all
in fee simple. Four of these properties are located in Texas and
one in Tennessee.
Although the specific terms of each lease vary, a summary of the
terms of the leases is as follows:
The primary term of the leases ranges from ten to eighteen years.
Two of the leases also provide for one to four five-year renewal
options. The leases are all "triple-net" leases whereby the
tenants are responsible for the property taxes, insurance and
operating costs. Annual rental rates range from $8,723 to
$182,994. Four of the leases provide for either percentage rents
based on sales in excess of certain amounts, periodic escalations
in the annual rental rates or both.
During 1996, three of the Partnership's leases each contributed
more than 15% of the Partnership's total rental income. Summarized
as follows are the significant items pertaining to each of these
leases:
Golden Corral Foodmaker Tandy
Corporation (1) Inc. Corporation
Lease Term 15 Years 15 Years 10 Years
Expiration Date of
Primary Term December 2007 May 2002 September 2001
Renewal Options N/A N/A 1 Term of 5 Years
Square Footage of
Improvements 12,000 4,000 15,000
Base Annual Rental $ 182,994 $ 74,000 $ 164,844
(1) The Partnership owns two properties on lease to Golden Corral
Corporation, one directly and one through a joint venture.
Information included herein pertains only to the property owned
100% by the Partnership.
All of the Partnership's leases specify a minimum amount of
insurance coverage required to be carried by each tenant.
Management of the Partnership believes that the insurance policies
required to be carried by the tenants will adequately cover the
replacement cost of the properties and any personal liability
losses which the tenants may sustain.
Property Management
Each property is managed by American Asset Advisers Realty
Corporation ("AAA"), an affiliate of the Managing General Partner
and not by unaffiliated third parties. Such management includes
providing leasing services in connection with identifying and
qualifying prospective tenants, assisting in the negotiation of the
3
leases, providing quarterly financial statements, receiving and
depositing monthly lease payments, periodic verification of
tenants' payments of real estate taxes and insurance coverage, and
periodic inspection of properties and tenants' sales records where
applicable. The Managing General Partner or such affiliates are
reimbursed for administrative expenses at cost. The tenants are
responsible, at their expense, for day-to-day on-site management
and maintenance of the properties.
Financing - Borrowing Policies - No Leverage
The General Partners expect that the Partnership will incur no
indebtedness in connection with the operation of the properties.
However, in the exercise of their fiduciary duties the General
Partners may elect to borrow funds on behalf of the Partnership,
but only if necessary in their judgment to avoid what would
otherwise be substantial adverse consequences to the Partnership.
All properties were acquired on a debt-free basis.
The Partnership will not issue any senior securities nor will it
invest net proceeds of this offering in junior mortgages, junior
deeds of trust or similar obligations.
Sale of Properties
The General Partners expect that most of the properties will be
sold eight to twelve years after acquisition. The determination of
whether a particular property should be sold or otherwise disposed
of will be made after consideration of performance of the property
and market conditions and will depend, in part, on the economic
benefits of continued ownership. In deciding whether to sell
properties, the General Partners will consider factors such as
potential capital appreciation, cash flow and federal income tax
consequences. The General Partners or their affiliates anticipate
performing various substantial real estate brokerage functions in
connection with the sale of properties by the Partnership. The
Partnership will not purchase or lease any property from, or sell
or lease any property to, the General Partners or their affiliates.
In connection with the sale of a property owned by the Partnership,
purchase money obligations secured by mortgages may be taken as
partial payment. The terms of payment to the Partnership will be
affected by custom in the area in which the property being sold is
located and the then prevailing economic conditions. To the extent
the Partnership receives notes and property other than cash on
sales, such proceeds will not be included in net proceeds of sale
until and to the extent the notes or other property are actually
collected, sold, refinanced or otherwise liquidated. Therefore,
the distribution to the partners of the proceeds of a sale may be
delayed until the note or other property is collected at maturity,
sold, refinanced or otherwise converted to cash. The Partnership
may receive payments (cash and other property) in the year of sale
in an amount less than the full sales price and subsequent payments
may be spread over several years. The entire balance of the
principal may be a balloon payment due at maturity. For federal
income tax purposes, unless the Partnership elects otherwise, it
will report the gain on such sale ratably as principal payments are
received under the installment method of accounting.
Competitive Conditions
The properties owned by the Partnership are leased to fast food and
family style restaurants or retail businesses. These businesses
face competition from similar establishments within the surrounding
areas.
4
At the time a property is sold or otherwise disposed of, the
Partnership will be in competition with others who are also seeking
buyers for their properties.
Employees
The overall management decisions of the Partnership are made by the
Managing General Partner, American Asset Advisers Management
Corporation IX, who delegates certain day-to-day functions to the
officers of AAA, consultants, and employees of AAA. The
Partnership itself has no employees.
Item 2. Properties
As of March 25, 1997, the Partnership owned five properties in fee
simple (four directly and one through a joint venture with an
affiliated partnership). The properties are located in Texas and
Tennessee. They are operated as retail stores and restaurants.
Land - The Partnership's property sites range from approximately
34,000 to 60,000 square feet depending upon building size and local
demographic factors. Sites purchased by the Partnership are in
high traffic corridors and have been reviewed for traffic and
demographic pattern and history.
Buildings - The buildings are all single tenant and generally
rectangular. They are positioned for good exposure to traffic
flows and constructed from various combinations of stucco, steel,
wood, brick and tile. Buildings range from approximately 2,300 to
15,000 square feet. Buildings are suitable for possible conversion
to other uses, although modifications may be required prior to use
for other operations. There are no plans for renovations or
improvements.
Leases - Tenants are companies whose net worth exceed a minimum of
$40,000,000. Tenants are diversified by business type and are
represented by the following types of businesses: consumer
electronics, retail clothing and accessories, full service
restaurants and fast food restaurants.
Geographic Location - The properties are located within major
metropolitan areas (S.M.S.A.) with populations that exceed 250,000.
A total of $4,436,869 has been invested in properties as of
December 31, 1996, for the Partnership. This includes land,
building and acquisition costs. A further description of the
Partnership properties, including acquisition fees and certain
acquisition expenses, is included in Item 1 and in Schedule III-Real
Estate Owned and Accumulated Depreciation of this Form 10-K.
Item 3. Legal Proceedings
The Partnership does not have any material legal proceedings
pending.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended December 31, 1996, no matter was
submitted to a vote of security holders through the solicitation of
proxies or otherwise.
5
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
As of March 25, 1997, 327 limited partners had subscribed for
5,390.5 Units. No established public trading market currently
exists for the Units.
For the years ended December 31, 1996 and 1995, the Partnership
paid cash distributions to the Limited Partners (LPs) in the amount
of $458,462 and $458,193, respectively and to the General Partners
(GPs) in the amount of $3,000 and $3,000, respectively. The
distributions were paid entirely from the operating profits of the
Partnership. A summary of the distributions by quarter is as
follows:
Quarter 1996 1995
Ended GPs LPs GPs LPs
March 31 $ 750 $ 114,548 $ 750 $ 114,548
June 30 $ 750 $ 114,548 $ 750 $ 114,548
September 30 $ 750 $ 114,548 $ 750 $ 114,548
December 31 $ 750 $ 114,818 $ 750 $ 114,549
The Partnership intends to continue the payment of regular
quarterly distributions. There are currently no material legal
restrictions that would limit the Partnership's ability to pay
distributions.
<TABLE>
Item 6. Selected Financial Data
<CAPTION>
1996 1995 1994 1993 1992
Year Ended December 31:
<S> <C> <C> <C> <C> <C>
Operating revenues $ 494,299 $ 494,299 $ 492,608 $ 488,224 $ 315,563
Net income $ 270,175 $ 205,721 $ 203,515 $ 199,833 $ 107,169
Net income per Unit $ 50.12 $ 38.16 $ 37.75 $ 37.07 $ (1)
Cash distributions per
Limited Partnership
Unit $ 85.05 $ 85.00 $ 84.00 $ 83.00 $ (1)
Total assets $ 4,165,031 $ 4,363,852 $ 4,615,056 $ 4,851,124 $ 5,109,808
Long-term obligations $ 0 $ 0 $ 0 $ 0 $ 0
<FN>
<F1>
(1) The offering period for the Partnership terminated June 5,
1992. Distributions and net income for 1992 were based upon the
dates at which limited partners were admitted to the Partnership.
Consequently, net income per Unit and cash distributions per Unit
are not included in this table as this information is not
meaningful.
6
</FN>
</TABLE>
Item 7. Management's Discussion and Analysis of the Partnership's
Financial Condition and Results of Operations.
The Partnership was organized on February 1, 1990, to acquire, on
a debt-free basis, existing and newly constructed commercial
properties located in the continental United States and
particularly in the Southwest, to lease these properties to tenants
under generally "triple net" leases, to hold the properties with
the expectation of equity appreciation and eventually to sell the
properties.
The Partnership's overall investment objectives are to acquire
properties that offer investors the potential for (i) preservation
and protection of the Partnership's capital; (ii) partially tax-deferred
cash distributions from operations; and (iii) long-term
capital gains through appreciation in value of the Partnership's
properties realized upon sale.
LIQUIDITY AND CAPITAL RESOURCES
On June 6, 1990, the Partnership commenced an offering to the
public of up to $15,000,000 (15,000 Units) of limited partnership
interests. The proceeds of the offering, lease income from the
Partnership's properties and interest income are the Partnership's
source of capital. The Partnership closed its offering on June 5,
1992, having raised $5,390,500. Limited partners are not required
to make any additional capital contributions.
The Partnership's investment strategy of acquiring properties for
all cash and leasing them under net leases to corporations
minimizes the Partnership's operating expenses. The General
Partners believe that net rental income from the leases will
generate cash flow in excess of Partnership operating expenses.
Since the leases generally have initial or remaining terms of at
least 10 years and provide for specified rental increases in excess
of the initial base rent, it is anticipated that Partnership income
will increase over time. Approximately $145,000 has been set aside
for working capital reserves. Because of the low operating
expenses and ongoing cash flow, the General Partners do not believe
that other working capital reserves are necessary at this time.
Because all leases of the Partnership's properties are on a net-lease
basis, it is not anticipated that a large reserve for
maintenance and repairs will be necessary. The Partnership intends
to distribute a significant portion of its cash available for
distribution unless it becomes necessary to maintain additional
reserves.
As of December 31, 1996, the Partnership had acquired five
properties and had invested $4,436,869 including certain
acquisition expenses related to the Partnership's investment in
these properties. These expenditures resulted in a corresponding
decrease in the Partnership's liquidity.
The Partnership made cash distributions from operations to the
limited partners during each quarter of 1996, 1995 and 1994,
distributing a total of $458,462, $458,193 and $452,802 to the
limited partners, respectively.
Inflation has had very little effect on income from operations.
Management expects that increases in store sales volumes due to
inflation as well as increases in the Consumer Price Index (C.P.I.)
may contribute to capital appreciation of the Partnership
properties. These factors, however, also may have an adverse
impact on the operating margins of the tenants of the properties.
7
RESULTS OF OPERATIONS
Years Ended December 31, 1996, and 1995:
Rental income remained unchanged from 1995. Interest income
declined from $6,417 in 1995 to $5,303 in 1996 as a result of the
decline in interest rates. Expenses declined by $65,568 primarily
from reductions in administrative fees paid to an affiliate of the
general partner and amortization expenses. The Partnership
recorded net income in 1996 of $270,175 as compared to $205,721 in
1995. Each of the four properties owned 100% by the Partnership
contributed more than 10% of the total rental income for 1996.
Years Ended December 31, 1995, and 1994:
Rental income increased slightly in 1995 from $492,608 to $494,299
from an increase in the rental income received on one property.
Interest income increased from $3,754 to $6,417 as the result of
the investment of Partnership funds in higher yielding instruments.
Net income for 1995 increased from $203,515 to $205,721. Each of
the four properties owned 100% by the Partnership contributed more
than 10% of the total rental income for 1995.
Item 8. Financial Statements and Supplementary Data
The response to this item is submitted in Item 14(a) of this report
and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers or directors. The individual and
Managing General Partners are as follows:
H. Kerr Taylor, age 46, is the Individual General Partner of the
Partnership. Mr. Taylor has been an attorney since 1979, has
earned an M.B.A. at Southern Methodist University, is a real estate
broker and has over a decade of experience as a specialist in
acquiring and operating income-producing real properties. He has
been involved in the development, analysis, marketing and
management of private investment programs investing in properties
since 1975. Mr. Taylor is the president, the sole director and
sole shareholder of American Asset Advisers Realty Corporation
("AAA"), a real estate operating company he founded in 1988. Mr.
Taylor has served in this capacity since the company's formation.
Mr. Taylor is currently a general partner or principal of a general
partner of eleven affiliated limited partnerships. Mr. Taylor is
a member of the National Board of Realtors, Texas Association of
Realtors and Texas Bar Association and a former member of the
American Bar Association. Mr. Taylor holds the Series 7, 22, 24,
39, and 63 securities licenses.
8
American Asset Advisers Management Corporation IX is a Nebraska
corporation which was organized for the sole purpose of acting as
the Managing General Partner of the Partnership. The Managing
General Partner has a nominal net worth. The two initial voting
shareholders of American Asset Advisers Management Corporation IX
are Mr. Taylor and Realty Assets, Inc., a Nebraska corporation. Mr.
Taylor's ownership interest is 65% of the stock of the Managing
General Partner; Realty Assets, Inc. owns the remaining 35%.
Realty Assets, Inc. received its 35% interest as consideration for
agreeing to assume the risks associated with advancing a portion of
the organization and offering costs relating to this offering.
The President and Treasurer of the Managing General Partner is Mr.
Taylor who is also a Director. Stephen K. Wild, a resident of
Omaha, Nebraska, has been named Vice President, Secretary and a
Director of the Managing General Partner. Messrs. Taylor and Wild
are the two Directors of the Managing General Partner.
Mr. Wild, age 47, is the Chairman and President of Securities
America, Inc., a registered broker/dealer, which was also the
dealer/manager of the Partnership during the offering period. Mr.
Wild has served as the Chairman of the Board of Securities America,
Inc. since 1984 and also as its President since February 1991. Mr.
Wild has also been the Chairman and President of Financial
Dynamics, Inc., the holding company for Securities America, Inc.
and certain other financial service companies since September 1985.
Realty Assets, Inc., which owns 35 percent of the common stock of
the Managing General Partner, is an affiliate of the
Dealer/Manager. Realty Assets, Inc. is controlled by Mr. Wild.
The affairs of the Partnership are conducted by AAA. In addition
to Mr. Taylor as president, other officers of AAA include:
Joe Mayer, age 41, is the Chief Operating Officer of AAA. Mr.
Mayer has over twenty years of experience in business, accounting,
investments and real estate transactions. Mr. Mayer is a certified
public accountant and worked for a national public accounting firm.
Mr. Mayer received his B.B.A. degree in accounting from the
University of Kentucky.
L. Larry Mangum, age 32, serves as Vice President of Finance of
AAA. Mr. Mangum is responsible for the financial accounting and
reporting relating to the AAA-sponsored partnerships and their
properties. He has over 9 years of accounting experience,
including four years with a public accounting firm. He previously
worked for American General Corporation, a national insurance
company, from 1991-1996 as part of a team responsible for
supervising their reporting activities. Mr. Mangum received a
B.B.A. degree in accounting from Stephen F. Austin State University
and subsequently earned the CPA designation.
Other individuals who are specialists in their respective fields
are periodically employed by AAA and are engaged on an as-needed
basis to perform services on behalf of the Partnership or the
Managing General Partner or both. These individuals are not
employees of the Partnership or the Managing General Partner nor
are they employees of other AAA-sponsored partnerships, although
they do perform various services and activities for those
partnerships.
9
These individuals are:
Phil P. Moss, age 66, is the Executive Vice President of AAA. Mr.
Moss has been involved as a real estate investor in owning,
operating and managing shopping centers, office buildings,
apartment projects, retail outlets and various other properties for
over 26 years. Specifically in his capacity with AAA, Mr. Moss has
been involved in leasing and property acquisitions for various
companies since 1988. He received his B.B.A. degree from and did
graduate work at the University of Texas. He is a retired Major in
the United States Air Force.
Jane Costello, age 40, is a certified public accountant and is
responsible for the tax accounting related to the Taylor-sponsored
partnerships and their properties. She has over 17 years experience
as an accountant including over 4 years with a national public
accounting firm and the last seven years with her own accounting
practice. Ms. Costello received a B.B.A. degree in accounting from
the University of Texas.
Based on a review of Forms 3 and 4 and amendments thereto furnished
to Registrant pursuant to Rule 16A-3(e) under the Securities
Exchange Act of 1934 (the "Exchange Act") during its most recent
fiscal year and Form 5 and amendments thereto furnished to
Registrant with respect to its most recent fiscal year and written
representations received pursuant to Item 405(b)(2)(i) of
Regulation S-K, none of the Individual or Managing General Partners
of Registrant or beneficial owners of more than 10% of the Units
failed to file on a timely basis reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year.
Item 11. Executive Compensation
Other than as discussed in Item 13, neither the Individual General
Partner nor any of the directors and officers of the Managing
General Partner received any remuneration from the Registrant. The
Individual General Partner and his affiliates received fees and
reimbursements of expenses from the Partnership as discussed in
Note 7 in the accompanying financial statements.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of December 31, 1996, no person was known by the Registrant to
be the beneficial owner of more than 5% of the Units of the
Registrant.
Neither General Partner owns any Units nor does any director or
officer of the Managing General Partner own any Units.
Item 13. Certain Relationships and Related Transactions
The Individual General Partner and the Managing General Partner
received cash distributions from operations during, or with respect
to, the fiscal years ended December 31, 1996, 1995 and 1994 of
$3,000, $3,000 and $3,000, respectively. For a description of the
share of cash distributions from operations, if any, and fees to
which the General Partners are entitled, reference is made to the
material contained in the Prospectus under the headings CASH
DISTRIBUTIONS AND TAX ALLOCATIONS and COMPENSATION TO GENERAL
PARTNERS AND AFFILIATES.
10
The Registrant has entered into arrangements with AAA pursuant to
which AAA has assumed direct responsibility for day-to-day
management of the Partnership's properties. This service includes
the supervision of leasing, rent collection, maintenance,
budgeting, employment of personnel, payment of operating expenses,
etc. AAA is reimbursed for its actual costs associated with
performing the foregoing services, but does not receive a property
management fee. In connection with administrative services
rendered to the Partnership, $16,200, $22,196 and $24,000 was paid
to AAA in 1996, 1995 and 1994, respectively. See Note 7 of the
Financial Statements.
Mr. Taylor, President of AAA, receives compensation from AAA for
services performed for AAA, which may include services rendered in
connection with the Registrant. However, the Managing General
Partner believes that any compensation relating to such services is
not material.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report
Balance Sheets December 31, 1996 and 1995
Statements of Operations for the Years Ended December 31,
1996, 1995 and 1994
Statements of Partnership Equity for the Years Ended
December 31, 1996, 1995 and 1994
Statements of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994
Notes to Financial Statements for the Years Ended December 31,
1996, 1995 and 1994
(2) Financial Statement Schedules: See (d) below
(3) Exhibits: See (c) below
(b) Reports on Form 8-K filed after September 30, 1996:
None
(c) Exhibits
3 See Exhibit 4 (a)
4 (a) Amended and Restated Certificate and Agreement
of Limited Partnership (Incorporated by
reference to Exhibit A to the Prospectus of
Registrant dated October 27, 1990, contained
in Registration Statement No. 33-33504 of
Registrant ("the Prospectus")).
(b) Subscription Agreement and Signature Page
(Incorporated by reference to Exhibit D to the
Prospectus).
10 (a) (1) Lease Agreement between Registrant and
Foodmaker, Inc., dated July 2, 1991.
(Incorporated by reference to the exhibit
filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended December
31, 1994).
11
10 (a) (2) Assignment of Lease between Registrant and
Lads Commercial Real Estate Developers dated
October 4, 1991. (Incorporated by reference
to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1994).
10 (a) (3) Assignment of Rents and Leases between
Registrant and Northwend Center LP dated
November 8, 1991. (Incorporated by
reference to the exhibit filed with the
Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994).
10 (a) (4) Lease Agreement between Registrant and Golden
Corral Corporation dated July 14, 1992.
(Incorporated by reference to the exhibit
filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended December
31, 1994).
10 (a) (5) Joint Venture Agreement between Registrant and
AAA Net Realty Fund X, Ltd. dated March 15,
1993. {Incorporated by reference to the
exhibit filed with the (Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994.)
27 Financial Data Schedule
(d) Financial Statement Schedules
Schedule III - Real Estate Owned and Accumulated Depreciation
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AAA Net Realty Fund IX, Ltd.
March 25, 1997 /s/ H. Kerr Taylor
Date H. Kerr Taylor, Individual General Partner
American Asset Advisers Management
Corporation IX, Managing General Partner
March 25, 1997 By /s/ H. Kerr Taylor
Date H. Kerr Taylor
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates
indicated.
March 25, 1997 /s/ H. Kerr Taylor
Date H. Kerr Taylor
President (Chief Executive Officer and
Chief Financial Officer) and Director
March 25, 1997 /s/ Stephen K. Wild
Date Stephen K. Wild, Director
March 25, 1997 /s/ L. Larry Mangum
Date L. Larry Mangum (Principal Accounting
Officer)
13
ANNUAL REPORT ON FORM 10-K
ITEMS 8, 14 (a)(1) AND (2) AND 14(d)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
AND FINANCIAL STATEMENT SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 1996
AAA NET REALTY FUND IX, LTD.
F-1
AAA NET REALTY FUND IX, LTD.
INDEX TO FINANCIAL STATEMENTS
Page
FINANCIAL STATEMENTS
Independent Auditors' Report F-3
Balance Sheets, December 31, 1996 and 1995 F-4
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 F-5
Statements of Partnership Equity (Deficit)
for the Years Ended December 31, 1996, 1995 and 1994 F-6
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 F-7
Notes to Financial Statements for the Years Ended
December 31, 1996, 1995 and 1994 F-8 to F-11
FINANCIAL STATEMENT SCHEDULE:
Schedule III Real Estate Owned and Accumulated
Depreciation for the Year Ended December 31, 1996 F-12
All other financial statement schedules are omitted as the
required information is either inapplicable or is included in the
financial statements or related notes.
F-2
INDEPENDENT AUDITORS' REPORT
AAA Net Realty Fund IX, Ltd.
We have audited the accompanying balance sheets of AAA Net Realty
Fund IX, Ltd. as of December 31, 1996 and 1995, and the related
statements of operations, partnership equity (deficit) and cash
flows for each of the three years in the period ended December
31, 1996. Our audits also included the financial statement
schedule listed in the Index. These financial statements and the
Financial Statement Schedule are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on the financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of AAA Net Realty Fund
IX, Ltd. as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1996, in conformity with
generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Houston, Texas
February 14, 1997
F-3
AAA NET REALTY FUND IX, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
December 31, 1996 AND 1995
1996 1995
ASSETS
CASH AND CASH EQUIVALENTS $ 180,142 $ 181,359
ACCOUNTS RECEIVABLE 1,050 1,050
PROPERTY:
Land 1,490,494 1,490,494
Building 2,946,375 2,946,375
4,436,869 4,436,869
Accumulated depreciation (453,030) (359,494)
NET PROPERTY 3,983,839 4,077,375
OTHER ASSETS:
Organization costs, net of accumulated
amortization of $242,575 and $211,352,
respectively - 31,223
Syndication costs, net of accumulated
amortization of $566,003 and $493,157,
respectively - 72,845
TOTAL OTHER ASSETS - 104,068
TOTAL ASSETS $ 4,165,031 $ 4,363,852
LIABILITIES AND PARTNERSHIP EQUITY
LIABILITIES:
Accounts payable $ 12,953 $ 20,487
TOTAL LIABILITIES 12,953 20,487
PARTNERSHIP EQUITY (DEFICIT):
General partners (4,886) (4,588)
Limited partners 4,156,964 4,347,953
TOTAL PARTNERSHIP EQUITY 4,152,078 4,343,365
TOTAL LIABILITIES AND PARTNERSHIP
EQUITY $ 4,165,031 $ 4,363,852
See Notes to Financial Statements
F-4
AAA NET REALTY FUND IX, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
REVENUES
Rental income $ 494,299 $ 494,299 $ 492,608
TOTAL REVENUES 494,299 494,299 492,608
EXPENSES
Administrative expenses 16,200 22,196 24,000
Accounting fees 7,410 7,781 7,800
Legal & professional fees 6,727 9,282 2,755
Other 1,485 485 3,042
Amortization 104,069 161,715 161,715
Depreciation 93,536 93,536 93,535
TOTAL EXPENSES 229,427 294,995 292,847
INCOME FROM OPERATIONS 264,872 199,304 199,761
OTHER INCOME
Interest income 5,303 6,417 3,754
TOTAL OTHER INCOME 5,303 6,417 3,754
NET INCOME $ 270,175 $ 205,721 $ 203,515
ALLOCATION OF NET INCOME:
General partners $ 2,702 $ 2,057 $ 2,035
Limited partners 267,473 203,664 201,480
$ 270,175 $ 205,721 $ 203,515
NET INCOME PER UNIT $ 50.12 $ 38.16 $ 37.75
UNITS OUTSTANDING 5,390.5 5,390.5 5,390.5
See Notes to Financial Statements
F-5
AAA NET REALTY FUND IX, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERSHIP EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
General Limited
Partners Partners Total
PARTNERSHIP EQUITY (DEFICIT)
December 31, 1993 $ (2,680) $4,853,804 $4,851,124
DISTRIBUTIONS ($84.00 per Limited
Partnership Unit) (3,000) (452,802) (455,802)
NET INCOME 2,035 201,480 203,515
PARTNERSHIP EQUITY (DEFICIT)
December 31, 1994 (3,645) 4,602,482 4,598,837
DISTRIBUTIONS ($85.00 per Limited
Partnership Unit) (3,000) (458,193) (461,193)
NET INCOME 2,057 203,664 205,721
PARTNERSHIP EQUITY (DEFICIT)
December 31, 1995 (4,588) 4,347,953 4,343,365
DISTRIBUTIONS ($85.05 per Limited
Partnership Unit) (3,000) (458,462) (461,462)
NET INCOME 2,702 267,473 270,175
PARTNERSHIP EQUITY (DEFICIT)
December 31, 1996 $ (4,886) $4,156,964 $4,152,078
See Notes to Financial Statements
F-6
AAA NET REALTY FUND IX, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 270,175 $ 205,721 $ 203,515
Adjustments to reconcile net income
to cash flows from operating
activities:
Depreciation 93,536 93,536 93,535
Amortization 104,069 161,716 161,715
Decrease in accounts receivable - - 12,370
Increase (decrease) in accounts
payable (7,535) 4,268 16,219
NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES 460,245 465,241 487,354
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions (461,462) (461,193) (455,802)
NET CASH FLOW USED IN
FINANCING ACTIVITIES (461,462) (461,193) (455,802)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,217) 4,048 31,552
CASH AND CASH EQUIVALENTS,
Beginning of year 181,359 177,311 145,759
CASH AND CASH EQUIVALENTS,
End of year $ 180,142 $ 181,359 $ 177,311
See Notes to Financial Statements
F-7
AAA NET REALTY FUND IX, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
AAA Net Realty Fund IX, Ltd. (the "Partnership") is a limited
partnership formed February 1, 1990, under the laws of the
State of Nebraska. The Partnership commenced operations as of
June 6, 1990. American Asset Advisers Management Corporation
IX (a Nebraska corporation) is the Managing General Partner and
H. Kerr Taylor is the Individual General Partner. The offering
period for subscriptions terminated June 5, 1992, with a total
of 5,390.5 Units having been subscribed at an offering price of
$1,000 per Unit.
The Partnership was formed to acquire commercial properties for
cash. The Partnership will own, lease, operate, manage and
eventually sell the properties. The supervision of the
operations of the properties is managed by American Asset
Advisers Realty Corporation ("AAA"), a related party.
BASIS OF ACCOUNTING
The financial records of the Partnership are maintained on the
accrual basis of accounting whereby revenues are recognized
when earned and expenses are recorded when incurred.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Partnership
considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash
equivalents. Cash and cash equivalents consist of demand
deposits at commercial banks and money market funds.
PROPERTY
Property is leased to others on a net lease basis whereby all
operating expenses related to the properties including property
taxes, insurance and common area maintenance are the
responsibility of the tenant. The leases are accounted for
under the operating lease method under which the properties are
recorded at cost. Rental income is recognized ratably over the
life of the lease and depreciation is charged based upon the
estimated useful life of the property.
The Partnership's lease agreements do not provide for
contingent rentals.
The Partnership obtains an appraisal on each property prior to
a property's acquisition and also performs an annual valuation
update to evaluate potential impairment for each property for
which an appraisal is older than twelve months. This valuation
is based on capitalization of income for each property, a
review of current market conditions and any significant events
or factors which would indicate a potential impairment to the
value of a property.
F-8
DEPRECIATION
Buildings are depreciated using the straight-line method over
an estimated useful life of 31.5 years.
ORGANIZATION COSTS
Organization costs incurred in the raising of capital through
the sale of partnership Units are amortized on a straight-line
basis over five years.
SYNDICATION COSTS
Syndication costs incurred in the raising of capital through
the sale of partnership Units are amortized on a straight-line
basis over five years.
STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
No cash was paid for income taxes or interest during 1996, 1995
or 1994.
FEDERAL INCOME TAXES
All income and expense items flow through to the partners for
tax purposes. Consequently, no provisions for federal or state
income taxes is provided in the accompanying financial
statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of financial instruments, consisting of
cash, cash equivalents, accounts receivable and liabilities
approximate their fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
2. PARTNERSHIP EQUITY
The Managing General Partner, American Asset Advisers
Management Corporation IX, and the Individual General Partner,
H. Kerr Taylor, have made capital contributions in the amounts
of $990 and $10, respectively. All other contributions have
been made by the limited partners. The General Partners shall
not be obligated to make any other contributions to the capital
of the Partnership, except that, in the event that the General
Partners have negative balances in their capital accounts after
dissolution and winding up of, or withdrawal from, the
Partnership, the General Partners will contribute to the
Partnership an amount equal to the lesser of the deficit
balances in their capital accounts or 1.01% of the total
capital contributions of the limited partners over the amount
previously contributed by the General Partners.
F-9
3. ALLOCATIONS AND DISTRIBUTIONS
All income, profits, gains and losses of the Partnership for
each fiscal year, other than any gain or loss realized upon the
sale, exchange or other disposition of any of the Partnership
properties, shall be allocated as follows:
(a) net loss shall be allocated 99% to the limited partners,
.99% to the Managing General Partner and .01% to the Individual
General Partner; and (b) net income will be allocated first in
the ratio, and to the extent, net cash flow
is distributed to the partners for such year and any additional
income for such year will be allocated 99% to the limited
partners, 1% to the General Partners.
For income tax purposes, the gain realized upon the sale,
exchange or other disposition of any property will be allocated
as follows:
a. first, to and among the partners in an amount equal to the
negative balances in their respective capital accounts (pro
rata based on the relative amounts of such negative
balances);
b. then, to each limited partner until the balance in such
limited partner's capital account equals the amount to be
distributed to such limited partner in the first tier of the
distributions of net proceeds of sale;
c. then, to the General Partners, until the balance in
their capital accounts equals the amounts to be
distributed to the General Partners in the second
tier of distributions of net proceeds of sale;
d. then, 85% to the limited partners and 15% to the General
Partners; and,
e. thereafter, the Partners shall be allocated gain or loss in
order to meet Treasury Regulation regarding qualified income
offset requirements.
Any loss on the sale, exchange, or other disposition of any
property shall be allocated 99% to the limited partners and 1%
to the General Partners.
4. OPERATING LEASES
A summary of minimum future rentals, exclusive of any renewals,
under noncancellable operating leases in existence at December
31, 1996 are as follows:
1997 $ 495,299
1998 $ 496,299
1999 $ 496,299
2000 $ 496,299
2001 $ 455,085
2002-2009 $ 1,652,994
F-10
5. MAJOR TENANTS
The Partnership's operations are all related to the
acquisition and leasing of commercial real estate properties.
The following schedule summarizes rental income by lessee for
1996, 1995 and 1994:
1996 1995 1994
Foodmaker (Texas) $ 63,735 $ 63,735 $ 62,044
Tandy Corporation (Tennessee) $ 164,844 $ 164,844 $ 164,844
Payless ShoeSource/
WaldenBooks (Texas) $ 74,000 $ 74,000 $ 74,000
Golden Corral Corporation (Texas) $ 191,720 $ 191,720 $ 191,720
Total $ 494,299 $ 494,299 $ 492,608
6. INCOME RECONCILIATION
A reconciliation of net income for financial reporting
purposes to income for federal income tax purposes is as
follows for the year ended December 31:
1996 1995 1994
Net income for financial
reporting purposes: $ 270,175 $ 205,721 $ 203,515
Amortization for financial
reporting purposes not
deductible for
tax purposes: 72,844 113,200 113,200
Income for tax reporting
purposes: $ 343,019 $ 318,921 $ 316,715
7. RELATED PARTY TRANSACTIONS
The Partnership Agreement provides for the reimbursement for
administrative services necessary for the prudent operation of
the Partnership and its assets with the exception that no
reimbursement is permitted for rent, utilities, capital
equipment, salaries, fringe benefits or travel expenses
allocated to the Individual General Partner or to any
controlling persons of the Managing General Partner. In
connection with administrative services rendered to the
Partnership, $16,200, $22,196 and $24,000 was incurred and paid
to AAA in 1996, 1995 and 1994, respectively.
F-11
<TABLE>
AAA NET REALTY FUND IX, LTD.
SCHEDULE III - REAL ESTATE OWNED AND ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
PROPERTY ENCUM- IMPROVE- COST AT CLOSE OF YEAR ACCUMULATED DATE OF DATE INCOME STMT.
DESCRIPTION BRANCES BUILDING LAND MENTS BUILDING LAND DEPRECIATION CONST. ACQUIRED IS COMPUTED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Jack in the Box, $0 $406,805 $174,345 $0 $406,805 $174,345 $70,492 N/A 07-12-91 31.5 Years
Texas
McDuff's Retail Store, $0 $1,097,725 $470,454 $0 $1,097,725 $470,454 $182,954 N/A 10-4-91 31.5 Years
Tennessee
Payless Shoe Source, $0 $393,573 $168,674 $0 $393,573 $168,674 $64,310 N/A 11-07-91 31.5 Years
Texas
Golden Corral Restaurant, $0 $995,048 $654,211 $0 $995,048 $654,211 $128,867 N/A 08-20-92 31.5 Years
Texas
Golden Corral Restaurant, $0 $53,224 $22,810 $0 $53,224 $22,810 $6,407 N/A 03-15-93 31.5 Years
Texas
$0 $2,946,375 $1,490,494 $0 $2,946,375 $1,490,494 $453,030
(1)Balance at December 31, 1995 $4,436,869
Additions during 1996:
Acquisitions through
foreclosure $0
Other acquisitions $0
Improvements $0
Deductions during 1996:
Cost of real estate sold $0
Other $0
Balance at December 31, 1996 $4,436,869
(2)Aggregate cost for Federal
income tax purposes $4,436,869
F-12
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 180,142
<SECURITIES> 0
<RECEIVABLES> 1,050
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 181,192
<PP&E> 4,436,869
<DEPRECIATION> 453,030
<TOTAL-ASSETS> 4,165,031
<CURRENT-LIABILITIES> 12,953
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,152,078
<TOTAL-LIABILITY-AND-EQUITY> 4,165,031
<SALES> 494,299
<TOTAL-REVENUES> 499,602
<CGS> 0
<TOTAL-COSTS> 229,427
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 270,175
<INCOME-TAX> 0
<INCOME-CONTINUING> 270,175
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 270,175
<EPS-PRIMARY> 50.12
<EPS-DILUTED> 0
</TABLE>
