AEI INCOME & GROWTH FUND XXII LTD PARTNERSHIP
10-Ks and 10-Qs
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
For the Fiscal Year Ended:
December 31
,
2024
Commission file number:
000-24003
(Exact name of registrant as specified in its charter)
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State of
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(
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(Address of principal executive offices)
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(Registrant’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Securities registered pursuant to Section 12(g) of the Act:
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
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Yes
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No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.
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Yes
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No
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.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of June 30, 2024, there were
11,749.372
Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant, which Units had an aggregate market value (based solely on the price at which they were sold since there is
no ready market
for such Units) of $11,749,372.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has not incorporated any documents by reference into this report.
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PART I
ITEM 1. BUSINESS.
AEI Income & Growth Fund XXII Limited Partnership (the "Partnership" or the "Registrant") is a limited partnership which was organized pursuant to the laws of the State of Minnesota on July 31, 1996. The registrant is comprised of AEI Fund Management XXI, Inc. (“AFM”) as Managing General Partner, the Estate of Robert P. Johnson, as the Individual General Partner, and purchasers of partnership units as Limited Partners. The Partnership offered for sale up to $24,000,000 of limited partnership interests (the "Units") (24,000 Units at $1,000 per Unit) pursuant to a registration statement effective January 10, 1997. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The Partnership's offering terminated January 9, 1999 when the extended offering period ended. The Partnership received subscriptions for 16,917.222 Limited Partnership Units ($16,917,222).
The Partnership was organized to acquire existing and newly constructed commercial properties located in the United States, to lease such properties to tenants under net leases, to hold such properties and to eventually sell such properties. From subscription proceeds, the Partnership purchased twelve properties, including partial interests in three properties, at a total cost of $13,363,547. The balance of the subscription proceeds was applied to organization and syndication costs, working capital reserves and distributions, which represented a return of capital. The properties are commercial, single tenant buildings leased under net leases.
The Partnership's properties were purchased without any indebtedness. The Partnership will not finance properties in the future to obtain proceeds for new property acquisitions. If it is required to do so, the Partnership may incur short-term indebtedness, which may be secured by a portion of the Partnership's properties, to finance day-to-day cash flow requirements (including cash flow necessary to repurchase Units). The amount of borrowings that may be secured by the properties is limited in the aggregate to 10% of the purchase price of all properties. The Partnership will not incur borrowings to pay distributions and will not incur borrowings while there is cash available for distributions.
The Partnership will hold its properties until the General Partners determine that the sale or other disposition of the properties is advantageous in view of the Partnership's investment objectives. In deciding whether to sell properties, the General Partners will consider factors such as potential appreciation, net cash flow and income tax considerations. The Partnership expects to sell some or all of its properties prior to its final liquidation and to reinvest the proceeds from such sales in additional properties. The Partnership reserves the right, at the discretion of the General Partners, to either distribute proceeds from the sale of properties to the Partners or to reinvest such proceeds in additional properties, provided that sufficient proceeds are distributed to the Limited Partners to pay federal and state income taxes related to any taxable gain recognized as a result of the sale.
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ITEM 1. BUSINESS. (Continued)
In June 2021, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On August 6, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.
Leases
Although there are variations in the specific terms of the leases, the following is a summary of the general terms of the Partnership’s leases. The properties are leased to tenants under net leases, classified as operating leases. Under a net lease, the tenant is responsible for real estate taxes, insurance, maintenance, repairs and operating expenses for the property. For some leases, the Partnership is responsible for repairs to the structural components of the building, the roof, and the parking lot. At the time the properties were acquired, the remaining primary lease terms varied from 8 to 20 years, except for the DaVita facility in Hempstead, Texas, which had a remaining primary term of 7.75 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term, except for the Talecris Plasma Facility in Dallas, Texas, which has one 10-year renewal option. The leases provide for base annual rental payments, payable in monthly installments, and contain rent clauses which entitle the Partnership to receive additional rent in future years based on stated rent increases.
Property Activity During the Last Three Years
As of December 31, 2021, the Partnership owned interests in five properties with a total cost of $8,593,064. During the year ended December 31, 2022, the Partnership sold two property interests and received net sale proceeds of $2,200,747, which resulted in a net gain of $524,668. During 2022, the Partnership expended $3,051,009 to purchase one additional property interest as it reinvested cash generated from property sales. During 2024, the Partnership sold one property interest and received net sale proceeds of $661,301, which resulted in a net gain of $32,817. During the year ended December 31, 2024, the Partnership owned interests in three properties with a total cost of $7,041,532.
Major Tenants
During 2024, three tenants each contributed more than ten percent of the Partnership's total rental income. The major tenants, in aggregate, contributed 100% of total rental income in 2024. It is anticipated that, based on the minimum rental payments required under the leases, all of these major tenants will continue to contribute more than ten percent of rental income in 2025. Any failure of these major tenants could materially affect the Partnership's net income and cash distributions.
4
ITEM 1. BUSINESS. (Continued)
Competition
The Partnership is a minor factor in the commercial real estate business. There are numerous entities engaged in the commercial real estate business which have greater financial resources than the Partnership. At the time the Partnership elects to dispose of its properties, the Partnership will be in competition with other persons and entities to find buyers for its properties.
Employees
The Partnership has no direct employees. Management services are performed for the Partnership by AEI Fund Management, Inc. (the “Management Company”), an affiliate of AFM.
The Management Company made reductions to the employee headcount in 2024, which in turn resulted in expense reductions in compensation plans and employee benefit plans.
The Management Company believes the people who work for the Company are its most important resources and are critical to its continued success. The Management Company focuses significant attention toward attracting and retaining talented and experienced individuals to manage and support its operations. The Management Company’s people are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of the Management Company’s employees must adhere to a code of conduct that is outlined in AEI’s employee handbook which sets standards for appropriate behavior which includes preventing, identifying, reporting and stopping any type of discrimination.
Compensation and Benefits
The Management Company believes its compensation package and benefits are competitive with others in its industry. In addition to base pay, all eligible employees participate in the Management Company bonus program. The Management Company also offers employees a broad range of benefits, including medical, dental and ancillary health benefits and paid parental leave.
Workplace Safety and Wellness
The safety and well-being of the Management Company’s employees is its priority. The Management Company has implemented a Employee Well Being Preparedness Plan which includes safety protocols to assist in mitigating the risk of exposure to its employees and visitors to contagions. These protocols include complying with health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines of the Centers for Disease Control and Prevention and other public health authorities. Many of the Management Company’s operational functions have required modification, including most of its employees having the capability to work remotely. The Management Company’s experienced teams of people have adapted to the changes in the work environment.
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ITEM 1A. RISK FACTORS.
Not required for a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not required for a smaller reporting company.
ITEM 1C. CYBERSECURITY.
In the past three years and with the guidance of a qualified third-party, the Management Company has made improvements in the cybersecurity program across the entity, and has developed processes for deterring, detecting, evaluating, and responding to potential cybersecurity incidents. In doing so, the Management Company focuses on its employees, networks, applications and data with a cybersecurity plan, informed by nationally recognized frameworks.
The Management Company’s third-party advisor has performed cybersecurity risk assessments of its information technology security processes and implemented technologies to lessen risk. Using third party services, the Management Company monitors, scans, assesses, audits, and remediates identified vulnerabilities across its networks, as appropriate. Furthermore, recognizing that the Management Company’s employees are an essential line of defense in cybersecurity, it requires employees to participate in training and testing programs through which it provides education on the risk of potential cybersecurity incidents, methods for identification of such incidents and appropriate responses. The Management Company’s policies and processes are informed by industry standard practices regarding application security, access management, device protection, network management, and data loss prevention and recovery.
The Management Company’s cybersecurity incident response plan includes retention of external experts for prompt assistance following discovery of any material incident. This cybersecurity incident response plan is part of its ongoing cybersecurity vulnerability management, and it endeavors to maintain appropriate controls to identify, monitor, analyze and address potential cybersecurity incidents, including potential unauthorized access to its networks and applications, along with detection of potential unusual activity within its networks or applications. Any potential cybersecurity incident is immediately reported to the President and Chief Financial Officer, and the Audit Committee or the full Board, as appropriate.
The Audit Committee of the Board of Directors oversees the Management Company’s cybersecurity posture and the steps taken by management to monitor, identify, and mitigate cybersecurity risks. The Information Technology team briefs the Audit Committee on the effectiveness of the entity’s cyber risk management program, typically on an annual basis.
There have been no cybersecurity incidents which have materially affected the Management Company to date, including its business strategy, results of operations or financial condition. However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats may materially affect the Management Company, including its execution of business strategy, reputation, results of operations and/or financial condition.
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ITEM 2. PROPERTIES.
Investment Objectives
The Partnership's investment objectives are to acquire existing or newly-developed commercial properties throughout the United States that offer the potential for (i) regular cash distributions of lease income; (ii) growth in lease income through rent escalation provisions; (iii) preservation of capital through all-cash transactions; (iv) capital growth through appreciation in the value of properties; and (v) stable property performance through long-term lease contracts. The Partnership does not have a policy, and there is no limitation, as to the amount or percentage of assets that may be invested in any one property. However, to the extent possible, the General Partners attempt to diversify the properties by tenant and geographic location.
Description of Properties
The Partnership's properties are commercial, single tenant buildings. The properties were acquired on a debt-free basis and are leased to tenants under net leases, classified as operating leases. The Partnership holds an undivided fee simple interest in the properties.
The Partnership's properties are subject to the general competitive conditions incident to the ownership of single tenant investment real estate. Since each property is leased under a longterm lease, there is little competition until the Partnership decides to sell the property. At this time, the Partnership will be competing with other real estate owners, on both a national and local level, in attempting to find buyers for the properties. In the event of a tenant default, the Partnership would be competing with other real estate owners, who have property vacancies, to attract a new tenant to lease the property. The Partnership's tenants operate in industries that are competitive and can be affected by factors such as changes in regional or local economies, seasonality and changes in consumer preference.
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ITEM 2. PROPERTIES. (Continued)
The following table is a summary of the properties that the Partnership acquired and owned as of December 31, 2024.
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Property
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Purchase
Date
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Original Property
Cost
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Tenant
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Annual
Lease
Payment
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Annual
Rent
Per Sq. Ft.
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Advance Auto Parts Store
Indianapolis, IN
(65%)
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12/21/06
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$
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1,244,173
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Advance Stores
Company, Inc.
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$
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81,861
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$
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17.99
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Talecris Plasma Facility
Dallas, TX
(50%)
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7/31/20
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$
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2,746,350
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Talecris Plasma Resources, Inc.
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$
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211,028
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$
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41.87
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DaVita Dialysis
Hempstead, TX
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9/22/22
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$
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3,051,009
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Bollinger Dialysis, LLC
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$
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182,209
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$
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26.56
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The properties listed above with a partial ownership percentage are owned with the following affiliated entities: Advance Auto Parts store in Indianapolis, Indiana (AEI Income & Growth Fund 25 LLC) and Talecris Plasma Facility in Dallas, Texas (AEI Income & Growth Fund 25 LLC).
The Partnership accounts for properties owned as tenants-in-common with affiliated entities and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Partnership's percentage share of the properties' land, building, intangible assets, liabilities, revenues and expenses.
At the time the properties were acquired, the remaining primary lease terms varied from 7.75 to 20 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term, except for the Talecris Plasma Facility in Dallas, Texas which has one 10-year renewal option. The lease for the Advance Auto Parts store in Indianapolis, Indiana was extended on August 2, 2024 to have an end date of April 30, 2035.
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ITEM 2. PROPERTIES. (Continued)
Pursuant to the lease agreements, the tenants are required to provide proof of adequate insurance coverage on the properties they occupy. The General Partners believe the properties are adequately covered by insurance and consider the properties to be well-maintained and sufficient for the Partnership's operations.
For tax purposes, the Partnership's properties are depreciated under the Modified Accelerated Cost Recovery System (MACRS). The largest depreciable component of a property is the building which is depreciated using the straight-line method over 39 years. The remaining depreciable component of a property is land improvements which are depreciated using an accelerated method over 15 years. Since the Partnership has tax-exempt Partners, the Partnership is subject to the rules of Section 168(h)(6) of the Internal Revenue Code which requires a percentage of the properties' depreciable components to be depreciated over longer lives using the straight-line method. In general, the federal tax basis of the properties for tax depreciation purposes equals the book depreciable cost of the properties plus the amortizable cost of the related intangible lease assets, except for properties purchased during 2009 through 2017. For those properties, acquisition expenses that were expensed for book purposes were capitalized and added to the basis of the property for tax depreciation purposes.
At December 31, 2024, all properties listed above were 100% occupied.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(a) As of December 31, 2024, there were 562 holders of record of the registrant's Limited Partnership Units. There is no other class of security outstanding or authorized. The registrant's Units are not a traded security in any market. During the period covered by this report, the Partnership did not sell any equity securities that are not registered under the Securities Act of 1933.
Distributions of $8,307 and $12,458 were declared to the General Partners and $268,572 and $409,097 were declared to the Limited Partners for 2024 and 2023, respectively. The distributions were made on a quarterly basis and represented Net Cash Flow, as defined in the Partnership Agreement, except as discussed below. These distributions should not be compared with dividends paid on capital stock by corporations.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(b) Not applicable.
(c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1
st
and October 1
st
, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During the last three months of 2024, the Partnership did not purchase any Units.
Other Information
Effective April 11, 2016, the Financial Industry Regulatory Authority (“FINRA”) implemented Rule 2310, a revised rule that requires securities broker-dealers to report on customer account statements the value of investment units of non-traded securities, such as REITs, LLCs and Limited Partnerships, provided that the per unit value is derived using methodology set forth by the rule.
At December 31, 2024, the estimated value of the Partnership's Units was $615 per Unit. The Managing General Partner is the party responsible for the estimated value per Unit. The estimated value was derived using methodology that conforms to standard industry practice and based upon material assistance and/or confirmation by third-party valuation expert(s), in accordance with the appraised value method set forth in FINRA Rule 2340(c)(1)(B).
In determining the estimated value of each property, the Managing General Partner relied on some or all of the following external information sources, as well as its own experience in the commercial, net leased property industry and knowledge of each property:
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Opinions of value from real estate brokerage firms
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Appraisal reports from independent commercial property appraisers
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Industry market reports from real estate brokerage and appraisal firms
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Market values from comparable properties listed for sale or recently sold
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Interviews with real estate brokers and tenants
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Tenant financial reports and other credit information, where available
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The per Unit value was the aggregate estimated value of the Partnership's assets less the Partnership's liabilities, and less the value attributable to the interest of the General Partners, divided by the number of Units outstanding. The Partnership's cash, receivables and liabilities were valued at face value as of September 30, 2024. Each of the Partnership's properties were valued by dividing their annual rental income as of December 1, 2024 by a capitalization rate the Managing General Partner believed, based upon the aforementioned valuation process, to be representative of the retail market for the sale of each property. The resulting value for each property was reviewed to determine that it also reflected circumstances that may have been unique to each specific property. For recently acquired properties, an appraisal report received at or near the time of acquisition from an independent commercial property appraiser was used to determine the value of the property. The appraisal report is used to value the property for approximately one year after the date of acquisition. The valuations were estimates only, and were based on a number of assumptions which may not be accurate or complete. In addition, property values are subject to change and could decline after the date of the valuations. Accordingly, this estimated value should not be viewed as the amount at which a Limited Partner may be able to sell units, or the fair market value of the Partnership properties, nor does it represent the amount of net proceeds Limited Partners would receive if the Partnership properties were sold and the proceeds distributed in a liquidation of the Partnership.
The following table provides a breakdown of each major asset type, liabilities and the number of Units that were used to calculate the estimated value per Unit, using the methodology described above, as of December 31:
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December 31,
2024
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December 31,
2023
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Properties
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$
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6,537,000
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$
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7,610,000
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Cash
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214,000
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269,000
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Current liabilities, net of sale proceeds
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556,000
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(165,000)
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Value attributable to the interest of the General Partners
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(73,000)
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(77,000)
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Value attributable to the interest of the Limited Partners
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$
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7,234,000
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$
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7,637,000
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Limited Partnership Units outstanding
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11,749
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11,749
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ITEM 6. (Reserved)
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:
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Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;
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the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;
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resolution by the General Partners of conflicts with which they may be confronted;
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the success of the General Partners of locating properties with favorable risk return characteristics;
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the effect of tenant defaults; and
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the condition of the industries in which the tenants of properties owned by the Partnership operate.
Application of Critical Accounting Policies
The Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, would be affected if management’s estimates or assumptions prove inaccurate.
Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the Managing General Partner of the Partnership.
Allocation of Purchase Price of Acquired Properties
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The determination of the relative fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.
Carrying Value of Properties
Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Allocation of Expenses
The Management Company allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.
Factors Which May Influence Results of Operations
The Partnership is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to current economic factors, higher interest rates, and inflation in the U.S. and globally, our tenants and operating partners may be impacted.
Results of Operations
For the years ended December 31, 2024 and 2023, the Partnership recognized rental income of $440,126 and $547,015, respectively. In 2024, rental income decreased due to a vacancy on one property beginning in November 2023, which was subsequently sold in December 2024. This was partially offset by rent increases on one property. Based on the scheduled rent for the properties owned as of February 28, 2025, the Partnership expects to recognize rental income of approximately $446,000 in 2025.
For the years ended December 31, 2024 and 2023, the Partnership incurred Partnership administration expenses from affiliated parties of $116,430 and $121,277, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $69,899 and $44,384, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs. In 2024, these expenses increased due to one property being vacant.
For the years ended December 31, 2024 and 2023, the Partnership recognized interest income of $5,944 and $5,641, respectively.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.
Liquidity and Capital Resources
During the year ended December 31, 2024, the Partnership's cash balance increased $641,242 as a result of the sale of one property in December 2024, offset by distributions in excess of cash generated by operating activities. During the year ended December 31, 2023, the Partnership's cash balance increased $17,439 as a result of cash generated from operating activities in excess of distributions paid to the Partners.
Net cash provided by operating activities decreased from $438,994 in 2023 to $291,413 in 2024 as a result of a decrease in rental income, net timing differences in the collection of payments from the tenants and payment of expenses which was partially offset by an increase in interest income and a decrease in Partnership administration expenses.
The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the year ended December 31, 2023, the Partnership did not complete any property acquisitions or property sales. During the year ended December 31, 2024, the Partnership generated cash flow from the sale of real estate of $661,301.
In December 2024, the Partnership entered into an agreement to sell its 100% interest in the St. Vincent Clinic in Lonoke, Arkansas to an unrelated third party. On December 17, 2024, the sale closed with the Partnership receiving net proceeds of $661,301, which resulted in a net gain of $32,817. At the time of sale, the cost basis of the property and related accumulated depreciation was $1,645,000 and $1,016,516, respectively.
The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
For the years ended December 31, 2024 and 2023, the Partnership declared distributions of $276,879 and $421,555, respectively. Pursuant to the Partnership Agreement, distributions of Net Cash Flow were allocated 97% to the Limited Partners and 3% to the General Partners. Distributions of Net Proceeds of Sale were allocated 99% to the Limited Partners and 1% to the General Partners. The Limited Partners were allocated distributions of $268,572 and $409,097 and the General Partners were allocated distributions of $8,307 and $12,458 for the years ended December 31, 2024 and 2023, respectively.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.
During 2024 and 2023, the Partnership did not repurchase any Units from Limited Partners.
The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.
Off-Balance Sheet Arrangements
As of December 31, 2024 and 2023, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See accompanying index to financial statements.
16
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
|
Page
|
||
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Report of Independent Registered Public Accounting Firm (PCAOB ID
|
18 – 19
|
|
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Balance Sheets as of December 31, 2024 and 2023
|
20
|
|
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Statements for the Years Ended December 31, 2024 and 2023:
|
||
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Income
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21
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Cash Flows
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22
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Changes in Partners’ Capital
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23
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Notes to Financial Statements
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24 – 38
|
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17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners:
AEI Income & Growth Fund XXII Limited Partnership
St. Paul, Minnesota
Opinion on the Financial Statements
We have audited the accompanying balance sheets of AEI Income & Growth Fund XXII Limited Partnership (a Minnesota limited partnership) (the “Partnership”) as of December 31, 2024 and 2023, and the related statements of income, changes in partners' capital, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
18
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that (1) relate
to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. We determined that there were no
critical audit matters.
|
/s/
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|
|
We have served as the Partnership’s auditor since 1996.
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|
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March 28, 2025
|
|
19
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
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December 31,
|
December 31,
|
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2024
|
2023
|
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Current Assets:
|
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Cash
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$
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$
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Real Estate Investments:
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Land
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Buildings
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Acquired Intangible Lease Assets
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Real Estate Held for Investment, at Cost
|
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Accumulated Depreciation and Amortization
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(
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(
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Real Estate Held for Investment, Net
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||
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Total Assets
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$
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$
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LIABILITIES AND PARTNERS' CAPITAL
|
Current Liabilities:
|
|
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Payable to AEI Fund Management, Inc.
|
$
|
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$
|
|
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Unearned Revenue
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Distributions Payable
|
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Total Current Liabilities
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Partners’ Capital (Deficit):
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General Partners
|
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(
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(
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Limited Partners –
as of December 31, 2024 and 2023
|
|
|
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Total Partners' Capital
|
|
|
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Total Liabilities and Partners' Capital
|
$
|
|
$
|
|
The accompanying Notes to Financial Statements are an integral part of these statements.
20
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF INCOME
|
|
Years Ended December 31
|
|||
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|
2024
|
|
2023
|
|
|
|
|
|
|
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Rental Income
|
$
|
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$
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|
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Expenses:
|
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Partnership Administration – Affiliates
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Partnership Administration and Property
Management – Unrelated Parties
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Depreciation and Amortization
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Real Estate Impairment
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Total Expenses
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Operating Income (Loss)
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(
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Other Income:
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Gain on Sale of Real Estate
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Interest Income
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Total Other Income
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Net Income
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$
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$
|
|
|
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Net Income Allocated:
|
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General Partners
|
$
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$
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Limited Partners
|
|
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Total
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$
|
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$
|
|
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Net Income per Limited Partnership Unit
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$
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$
|
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Weighted Average Units Outstanding –
Basic and Diluted
|
|
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|
The accompanying Notes to Financial Statements are an integral part of these statements.
21
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
|
|
Years Ended December 31
|
|||
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2024
|
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2023
|
|
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Cash Flows from Operating Activities:
|
|
|
|
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Net Income
|
$
|
|
$
|
|
|
|
|
|
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Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
|
|
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Depreciation and Amortization
|
|
|
|
|
|
Gain on Sale of Real Estate
|
|
(
|
|
|
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Real Estate Impairment
|
|
|
|
|
|
Increase (Decrease) in Payable to
AEI Fund Management, Inc.
|
|
(
|
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(
|
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Increase (Decrease) in Unearned Rent
|
|
|
|
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(Increase) Decrease in Receivable
|
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Total Adjustments
|
|
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Net Cash Provided By (Used For)
Operating Activities
|
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Cash Flows from Investing Activities:
|
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Proceeds from Sale of Real Estate
|
|
|
|
|
|
Net Cash Provided By (Used For)
Investing Activities
|
|
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|
|
|
|
|
|
|
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Cash Flows from Financing Activities:
|
|
|
|
|
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Distributions Paid to Partners
|
|
(
|
|
(
|
|
Net Cash Provided By (Used For)
Financing Activities
|
|
(
|
|
(
|
|
|
|
|
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Net Increase (Decrease) in Cash
|
|
|
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Cash, beginning of year
|
|
|
|
|
|
|
|
|
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Cash, end of year
|
$
|
|
$
|
|
|
|
|
|
|
|
The accompanying Notes to Financial Statements are an integral part of these statements.
22
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
|
|
General Partners
|
|
Limited Partners
|
|
Total
|
|
Limited Partnership Units Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
(
|
|
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
(
|
|
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024
|
$
|
(
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Financial Statements are an integral part of these statements.
23
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(1) Organization –
AEI Income & Growth Fund XXII Limited Partnership (the “Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. The Estate of Robert P. Johnson serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Credit Trust fbo Patricia Johnson and Patricia Johnson own a majority interest. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.
The terms of the Partnership offering called for a subscription price of $
1,000
per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of
1,500
Limited Partnership Units ($
1,500,000
) were accepted. The offering terminated January 9, 1999 when the extended offering period ended. The Partnership received subscriptions for
16,917.222
Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $
16,917,222
and $
1,000
, respectively.
Any Net Proceeds of Sale, as defined in the Partnership Agreement, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.
24
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(1) Organization – (Continued)
For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those Partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.
In June 2021, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On August 6, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.
(2) Summary of Significant Accounting Policies –
Financial Statement Presentation
The accounts of the Partnership are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes.
25
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(2) Summary of Significant Accounting Policies – (Continued)
Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with United States Generally Accepted Accounting Principles (US GAAP). Those estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates, and the difference could be material. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment, real estate held for sale, the allocation of overhead expenses, and the allocation of purchase price of real estate assets and intangible assets.
The Partnership regularly assesses whether market events and conditions indicate that it is reasonably possible to recover the carrying amounts of its investments in real estate from future operations and sales. A change in those market events and conditions could have a material effect on the carrying amount of its real estate.
Cash Concentrations of Credit Risk
The Partnership's cash is deposited in one financial institution and at times during the year it may exceed FDIC insurance limits.
Rent Receivables
Credit terms are extended to tenants in the normal course of business. The Partnership performs ongoing credit evaluations of its tenants’ financial condition and, generally, requires no collateral.
Rent receivables are recorded at their estimated net realizable value. The Partnership follows a policy of providing an allowance for credit losses; however, based on historical experience, and its evaluation of the current status of receivables, the Partnership is of the belief that such accounts, if any, will be collectible in all material respects and thus an allowance is not necessary. Accounts are considered past due if payment is not made on a timely basis in accordance with the Partnership’s credit terms. Receivables considered uncollectible are written off. The opening balance of rent receivables was approximately $6,800 as of January 1, 2023.
Income Taxes
The income or loss of the Partnership for federal income tax reporting purposes is includable in the income tax returns of the Partners. In general, no recognition has been given to income taxes in the accompanying financial statements.
26
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(2) Summary of Significant Accounting Policies – (Continued)
The tax return and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such an examination results in changes to distributable Partnership income or loss, the taxable income of the partners would be adjusted accordingly. Primarily due to its tax status as a partnership, the Partnership has no significant tax uncertainties that require recognition or disclosure. The Partnership is no longer subject to U.S. federal income tax examinations for tax years before 2021, and with few exceptions, is no longer subject to state tax examinations for tax years before 2021.
Revenue Recognition
The Partnership's real estate is leased under net leases, classified as operating leases. The leases provide for base annual rental payments payable in monthly installments. The Partnership recognizes rental income according to the terms of the individual leases. For deferred rents, the Partnership recognizes the deferred rent related to the month it applies and records a rental receivable. For unearned rent, the Company records a current liability for any amounts received but not yet earned. The opening balance of unearned rent was approximately $14,700 as of January 1, 2023. For leases that contain stated rental increases, the increases are recognized in the year in which they are effective. Contingent rental payments are recognized when the contingencies on which the payments are based are satisfied and the rental payments become due under the terms of the leases.
Real Estate Investments
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
27
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(2) Summary of Significant Accounting Policies – (Continued)
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The Partnership tests real estate for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, it compares the carrying amount of the property to the estimated probability-weighted future undiscounted cash flows expected to result from the property and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the property, the Partnership recognizes an impairment loss equal to the amount by which the carrying amount of the property exceeds the fair value of the property. For properties held for sale, the Partnership determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value.
28
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(2) Summary of Significant Accounting Policies – (Continued)
For financial reporting purposes, the buildings owned by the Partnership are depreciated using the straight-line method over an estimated useful life of 25 years. Intangible lease assets are amortized using the straight-line method for financial reporting purposes over the remaining life of the lease.
The disposition of a property or classification of a property as Real Estate Held for Sale by the Partnership does not represent a strategic shift that will have a major effect on the Partnership’s operations and financial results. Therefore, the results from operating and selling the property are included in continuing operations.
The Partnership accounts for properties owned as tenants-in-common with affiliated entities and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Partnership's percentage share of the properties, land, building, intangible assets, liabilities, revenues and expenses.
The Partnership's properties are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which the properties are located. These laws could require the Partnership to investigate and remediate the effects of the release or disposal of hazardous materials at these locations if found. For each property, an environmental assessment is completed prior to acquisition. In addition, the lease agreements typically strictly prohibit the production, handling, or storage of hazardous materials (except where incidental to the tenant’s business such as use of cleaning supplies) in violation of applicable law to restrict environmental and other damage. Environmental liabilities are recorded when it is determined the liability is probable and the costs can reasonably be estimated. There were no environmental issues noted or liabilities recorded at December 31, 2024 and 2023.
Fair Value Measurements
Fair value, as defined by US GAAP, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. US GAAP establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. US GAAP requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1 inputs, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.
29
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(2) Summary of Significant Accounting Policies – (Continued)
As of December 31, 2024, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis. The Partnership had the following nonfinancial assets measured on a nonrecurring basis that were recorded at fair value during 2023.
The St. Vincent Medical Clinic in Lonoke, Arkansas with a carrying amount before impairment of $
689,652
at December 31, 2023, was written down to its estimated fair value of $
654,652
after completing the long-lived asset valuation analysis at December 31, 2023. The resulting impairment charge of $
35,000
was included in earnings for the year ended December 31, 2023. The fair value of the property was based upon a non-binding exploratory offer, which is considered a Level 3 input in the valuation hierarchy. The St. Vincent Clinic in Lonoke, Arkansas was sold and the sale closed on December 17, 2024.
Income Per Unit
Reportable Segments
The Partnership invests in single tenant commercial properties throughout the United States that are net leased to tenants in various industries. Because these net leased properties have similar economic characteristics, the Partnership evaluates operating performance on an overall portfolio basis. Therefore, the Partnership’s properties are classified as one reportable segment.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07: Improvements to Reportable Segment Disclosures. This ASU, which amends Topic 280: Segment Reporting, improves disclosure requirements for reportable segments. The Partnership has a single reportable segment based on the nature of its services and regulatory environment under which it operates. The nature of business and the accounting policies of the segment are the same as described throughout Notes 1 and 2. The Partnership’s Chief Operating Decision Maker is the General Partners. The Partnership adopted the standard as of January 1, 2024. The adoption did not have a material impact on the Partnership’s financial statements.
30
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(3)
Related Party Transactions
–
The Partnership owns the percentage interest shown below in the following properties as tenants-in-common with the affiliated entities listed: Advance Auto Parts store in Indianapolis, Indiana (65% – AEI Income & Growth Fund 25 LLC) and Talecris Plasma Facility in Dallas, Texas (50% – AEI Income & Growth Fund 25 LLC).
AEI received the following reimbursements for costs and expenses from the Partnership for the years ended December 31:
|
2024
|
2023
|
||||
|
|
|
|
|
||
|
AEI is reimbursed for costs incurred in providing services related to managing the Partnership's operations and properties, maintaining the Partnership's books, and communicating with the Limited Partners.
|
$
|
|
$
|
|
|
|
|
|
|
|
||
|
AEI is reimbursed for all direct expenses it paid on the Partnership's behalf to third parties related to Partnership administration and property management. These expenses included printing costs, legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs.
|
$
|
|
$
|
|
|
|
|
|
|
|
||
|
AEI is reimbursed for costs incurred in providing services and direct expenses related to the acquisition of property on behalf of the Partnership.
|
$
|
|
$
|
|
|
|
|
|
|
|
||
|
AEI is reimbursed for costs incurred in providing services related to the sale of property on behalf of the Partnership.
|
$
|
|
$
|
|
The payable to AEI represents the balance due for the services described in 3a, b, c and d. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
31
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(4) Real Estate Investments –
The Partnership leases its properties to tenants under net leases, classified as operating leases. Under a net lease, the tenant is responsible for real estate taxes, insurance, maintenance, repairs and operating expenses for the property. For some leases, the Partnership is responsible for repairs to the structural components of the building, the roof, and the parking lot. At the time the properties were acquired, the remaining primary lease terms varied from 7.75 to 20 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term, except for the Talecris Plasma Facility in Dallas, Texas which has one ten-year renewal option. The lease for the Advance Auto Parts store in Indianapolis, Indiana was extended on August 2, 2024 to have an end date of April 30, 2035.
The Partnership's properties are commercial, single-tenant buildings. The Advance Auto Parts store in Indianapolis, Indiana was constructed in 2005 and acquired in 2006. The Talecris Plasma Facility in Dallas, Texas was constructed in 2008 and acquired in 2020. The DaVita facility in Hempstead, Texas was constructed in 2015 and acquired in 2022. The St. Vincent Medical Clinic in Lonoke, Arkansas was constructed in 2010, acquired in 2013, and sold in December 2024. There have been no costs capitalized as improvements subsequent to the acquisitions.
The cost of the
properties not held for sale
and related accumulated depreciation at December 31, 2024 are as follows:
|
Property
|
Land
|
Buildings
|
Total
|
Accumulated
Depreciation
|
||||
|
|
|
|
|
|
|
|
|
|
|
Advance Auto Parts,
Indianapolis, IN
|
$
|
|
$
|
|
$
|
|
$
|
|
|
DaVita, Hempstead, TX
|
|
|
|
|
|
|
|
|
|
Talecris Plasma Facility, Dallas, TX
|
|
|
|
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2024 and 2023, the Partnership recognized depreciation expense of $
205,532
and $
215,304
, respectively.
32
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(4) Real Estate Investments – (Continued)
The following schedule presents the cost and related accumulated amortization of
acquired lease intangibles not held for sale
at December 31:
|
2024
|
2023
|
|||||||
|
Cost
|
Accumulated Amortization
|
Cost
|
Accumulated Amortization
|
|||||
|
In-Place Lease Intangibles
(weighted average life of
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-Market Lease Intangibles
(weighted average life of
|
|
|
|
|
|
|
|
|
|
Acquired Intangible Lease Assets
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2024 and 2023, the value of in-place lease intangibles amortized to expense was $
70,506
and $
84,896
and the decrease to rental income for above-market leases was $
30,875
and $
65,387
, respectively.
For lease intangibles not held for sale at December 31, 2024, the
estimated amortization
for the next five years is as follows:
|
|
Amortization Expense for
In-Place Lease Intangibles
|
|
Decrease to Rental Income
for Above-Market Leases
|
|||
|
|
|
|
|
|
|
|
|
2025
|
|
$
|
|
|
$
|
|
|
2026
|
|
|
|
|
|
|
|
2027
|
|
|
|
|
|
|
|
2028
|
|
|
|
|
|
|
|
2029
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
33
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(4) Real Estate Investments – (Continued)
In October 2024, the Partnership entered into an agreement to sell its 100% interest in the St. Vincent Clinic in Lonoke, Arkansas to an unrelated third party. On December 17, 2024, the sale closed with the Partnership receiving net proceeds of $
661,301
, which resulted in a net gain of $
32,817
. At the time of sale, the cost and related accumulated depreciation was $
1,645,000
and $
1,016,516
, respectively.
For properties owned as of December 31, 2024, the
minimum future rent payment
s required by the leases are as follows:
|
2025
|
$
|
|
|
2026
|
|
|
|
2027
|
|
|
|
2028
|
|
|
|
2029
|
|
|
|
Thereafter
|
|
|
|
|
$
|
|
|
|
|
|
There were no contingent rents recognized in 2024 and 2023.
34
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(5)
Major Tenants
–
The following schedule presents rental income from individual tenants, or affiliated groups of tenants, who each contributed more than ten percent of the Partnership's total rental income for the years ended December 31:
|
Tenants
|
2024
|
2023
|
||||
|
Bollinger Dialysis, LLC
|
$
|
|
$
|
|
||
|
St. Vincent Health System
|
|
|
|
|
|
|
|
Talecris Plasma Resources, Inc.
|
|
|
|
|
||
|
Advance Stores Company
|
|
|
|
|
|
|
|
Aggregate rental income of major tenants
|
|
|
$
|
|
$
|
|
|
Aggregate rental income of major tenants
as a percentage of total rental income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) Partners’ Capital –
For the years ended December 31, 2024 and 2023, the Partnership declared distributions of $
276,879
and $
421,555
, respectively. The Limited Partners were allocated distributions of $
268,572
and $
409,097
and the General Partners were allocated distributions of $
8,307
and $
12,458
for the years ended December 31, 2024 and 2023, respectively. The Limited Partners' distributions represented $
22.86
and $
34.82
per Limited Partnership Unit outstanding using
11,749
weighted average Units in 2024 and 2023. The distributions represented $
22.86
and $
34.82
per Unit of Net Income and $0 and $0 per Unit of return of capital in 2024 and 2023, respectively.
The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.
During 2024 and 2023, the Partnership did not repurchase any Units from Limited Partners.
35
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
(7) Income Taxes –
The following is a
reconciliation of net income for financial reporting
purposes to income reported for federal income tax purposes for the years ended December 31:
|
2024
|
2023
|
|||
|
|
|
|
|
|
|
Net Income for Financial Reporting Purposes
|
$
|
|
$
|
|
|
|
|
|
|
|
|
Depreciation for Tax Purposes Under Depreciation
and Amortization for Financial Reporting Purposes
|
|
|
|
|
|
|
|
|
|
|
|
Income Accrued for Tax Purposes Under
Income for Financial Reporting Purposes
|
|
|
|
|
|
|
|
|
|
|
|
Gain on Sale of Real Estate for Tax Purposes
Under Gain for Financial Reporting Purposes
|
|
(
|
|
|
|
|
|
|
|
|
|
Impairment loss of Real Estate for Tax Purposes
Under Loss for Financial Reporting Purposes
|
|
|
|
|
|
Taxable Income to Partners
|
$
|
(
|
$
|
|
|
|
|
|
|
The following is a
reconciliation of Partners' capital for financial reporting
purposes to Partners' capital reported for federal income tax purposes for the years ended December 31:
|
2024
|
2023
|
|||
|
|
|
|
|
|
|
Partners' Capital for Financial Reporting Purposes
|
$
|
|
$
|
|
|
|
|
|
|
|
|
Adjusted Tax Basis of Investments in Real Estate
Over Net Investments in Real Estate
for Financial Reporting Purposes
|
|
|
|
|
|
|
|
|
|
|
|
Syndication Costs Treated as Reduction
of Capital For Financial Reporting Purposes
|
|
|
|
|
|
Partners' Capital for Tax Reporting Purposes
|
$
|
|
$
|
|
|
|
|
|
|
36
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.
(b) Internal Control Over Financial Reporting.
(i) Management’s Report on Internal Control Over Financial Reporting. The Managing General Partner, through its management, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, and for performing an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Managing General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership's assets that could have a material effect on the financial statements.
Management of the Managing General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 based upon criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management of the Managing General Partner determined that our internal control over financial reporting was effective as of December 31, 2024 based on the criteria in Internal Control-Integrated Framework (2013) issued by the COSO.
37
ITEM 9A. CONTROLS AND PROCEDURES. (Continued)
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
(ii) Changes in Internal Control Over Financial Reporting. During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The registrant is a limited partnership and has no officers, directors, or direct employees. The General Partners manage and control the Partnership's affairs and have general responsibility and the ultimate authority in all matters affecting the Partnership's business. The General Partners are AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner, and the Estate of Robert P. Johnson, the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Credit Trust fbo of Patricia Johnson and Patricia Johnson own a majority interest. AFM has only one senior financial executive, its Chief Financial Officer. The Chief Financial Officer reports directly to Marni J. Nygard, President of AFM, and Kevin Steele, Chief Operating Officer of AFM, and is accountable for his actions to both. Although AFM requires that all of its personnel, including the Chief Financial Officer, engage in honest and ethical conduct, ensure full, fair, accurate, timely, and understandable disclosure, comply with all applicable governmental laws, rules and regulations, and report to Ms. Nygard and Mr. Steele any deviation from these principles, because the organization is composed of only approximately 40 individuals, because the management of a company by an entity that has different interests in distributions and income than investors involves numerous conflicts of interest that must be resolved on a daily basis, and because the ultimate decision makers in all instances is Ms. Nygard and Mr. Steele, AFM has not adopted a formal code of conduct. Instead, the materials pursuant to which investors purchase Units disclose these conflicts of interest in detail and Ms. Nygard, as the President of AFM, and Mr. Steele, as Chief Operating Officer of AFM, resolve conflicts to the best of their ability, consistent with their fiduciary obligations to AFM and the fiduciary obligations of AFM to the Partnership. The director and officers of AFM are as follows:
38
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(Continued)
Robert P. Johnson, deceased, was the previous Chief Executive Officer and sole director and had held these positions since the formation of AFM in August 1994, and had been elected to continue in these positions until December 2021. He was President of AFM from August 1994 to July 2019. From 1970 to his date of death, May 22, 2021, he had been employed exclusively in the investment industry, specializing in limited partnership investments. In that capacity, he was involved in the development, analysis, marketing and management of public and private investment programs investing in net lease properties as well as public and private investment programs investing in energy development. Since 1971, Mr. Johnson was the president, a director and a registered principal of AEI Securities, Inc., which is registered with the SEC as a securities broker-dealer, is a member of the Financial Industry Regulatory Authority (FINRA) and is a member of the Security Investors Protection Corporation (SIPC). Mr. Johnson was Chief Executive Officer, a director and the principal shareholder of AEI Fund Management, Inc., a real estate management company founded by him, since 1978. Mr. Johnson was a general partner or principal of the general partner in eight limited partnerships up until his date of death.
Marni J. Nygard, Esq., age 50, is President of AFM and has held this position since July 11, 2019, when she assumed the role from Mr. Johnson. Ms. Nygard continues as Chief Investment Officer for AEI and is a General Securities Principal of AEI Securities, Inc. She joined AEI in 2005 and is responsible for the implementation of AEI’s acquisition investment objectives and strategies. As President, she drives corporate initiatives for the development, analysis, marketing and management of AEI public and private Funds investing in net leased commercial properties. Prior to joining AEI, she was employed as an attorney at CI Title in St. Paul, Minnesota in the residential and commercial property departments.
Kevin S. Steele, age 61, is Chief Operating Officer and has held this position since August 1, 2020. He joined AEI in 2012 and is responsible for AEI’s net lease commercial property acquisition strategy and sourcing through the development of business relationships with preferred corporate developers, tenant corporations, and net lease property owners. Kevin is responsible for leading the execution of the organizational strategy established by the leadership team. Kevin has more than 30 years of sales, marketing, and corporate business operations experience. Prior to joining AEI, he was employed with Sheraton Hotels and Stan Johnson Company as well as the owner and operator of a Midwest grocery company.
39
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(Continued)
Keith E. Petersen, CPA (inactive), age 50, is Chief Financial Officer, Treasurer and Secretary of AFM and has held these positions since February 1, 2020. Mr. Petersen has been employed by AEI Fund Management, Inc. and affiliated entities since November 2016. Prior to being elected to the positions above, he was Controller of the various entities. Prior to joining AEI, Keith was employed with Pine River Capital Management as the Vice President of Tax Compliance and with Deloitte, an international accounting and auditing firm, as a Senior Tax Manager.
All of the duties that might be assigned to an audit committee are assigned to Patricia Johnson, the wife of the deceased. Mrs. Johnson is not an audit committee financial expert, as defined.
Before the independent auditors are engaged, Mrs. Johnson, as the sole director of AFM, approves all audit-related fees, and all permissible nonaudit fees, for services of our auditors.
Section 16(a) Beneficial Ownership Reporting Compliance
Under federal securities laws, the directors and officers of the General Partner of the Partnership, and any beneficial owner of more than 10% of a class of equity securities of the Partnership, are required to report their ownership of the Partnership's equity securities and any changes in such ownership to the Securities and Exchange Commission (the "Commission"). Specific due dates for these reports have been established by the Commission, and the Partnership is required to disclose in this Annual Report on 10-K any delinquent filing of such reports and any failure to file such reports during the fiscal year ended December 31, 2024. Based upon information provided by officers and directors of the General Partner, all officers, directors and 10% owners filed all reports on a timely basis in the 2024 fiscal year.
ITEM 11. EXECUTIVE COMPENSATION.
The General Partner and affiliates are reimbursed at cost for all services performed on behalf of the registrant and for all third party expenses paid on behalf of the registrant. The cost for services performed on behalf of the registrant is based on actual time spent performing such services plus an overhead burden. These services include organizing the registrant and arranging for the offer and sale of Units, reviewing properties for acquisition and rendering administrative, property management, and property sales services. The amount and nature of such payments are detailed in Item 13 of this annual report on Form 10-K.
40
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information pertaining to the ownership of the Units by each person known by the Partnership to beneficially own 5% or more of the Units, by each General Partner, and by each officer or director of the Managing General Partner as of February 28, 2025:
|
Name and Address
of Beneficial Owner
|
Number of
Units Held
|
Percent
of Class
|
|
AEI Fund Management XXI, Inc.
|
22
|
0.18%
|
|
Patricia L. Johnson
|
0
|
0.00%
|
|
Marni J. Nygard
|
0
|
0.00%
|
|
Kevin S. Steele
|
0
|
0.00%
|
|
Keith E. Petersen
|
0
|
0.00%
|
|
Address for all: 1300 Wells Fargo Place, 30 East 7th Street, St. Paul, Minnesota 55101
|
||
|
Andrea B. Currier
|
824.74227
|
7.02%
|
|
P.O. Box E, The Plains, Virginia 20198
|
||
The persons set forth in the preceding table hold sole voting power and power of disposition with respect to all of the Units set forth opposite their names.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
The registrant, AFM and its affiliates have common management and utilize the same facilities. As a result, certain administrative expenses are allocated among these related entities. All of such activities and any other transactions involving the affiliates of the General Partner of the registrant are governed by, and are conducted in conformity with, the limitations set forth in the Limited Partnership Agreement of the registrant. Reference is made to Note 3 of the Financial Statements, as presented, and is incorporated herein by reference, for details of related party transactions for the years ended December 31, 2024 and 2023.
Neither the registrant, nor the Managing General Partner of the registrant, has a board of directors consisting of any members who are “independent.” In 2020 through date of his death, the sole director of the Managing General Partner, Robert P. Johnson, was also the Individual General Partner of the registrant, and was the Chief Executive Officer, and indirectly the principal owner, of the Managing General Partner. Patricia Johnson now serves as the sole director of the Managing General Partner. Accordingly, there is no disinterested board, or other functioning body, that reviews related party transactions, or the transactions between the registrant and the General Partners, except as performed in connection with the audit of its financial statements.
41
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE. (Continued)
The limitations included in the Partnership Agreement require that the cumulative reimbursements to the General Partners and their affiliates for certain expenses will not exceed an amount equal to the sum of (i) 20% of gross offering proceeds, (ii) 5% of Net Cash Flow for property management, (iii) 3% of Net Proceeds of Sale, and (iv) 10% of Net Cash Flow less the Net Cash Flow actually distributed to the General Partners. The cumulative reimbursements subject to this limitation are reimbursements for (i) organization and offering expenses, including commissions, (ii) acquisition expenses, (iii) services provided in the sales effort of properties, and (iv) expenses of controlling persons and overhead expenses directly attributable to the forgoing services or attributable to administrative services. As of December 31, 2024, these cumulative reimbursements to the General Partners and their affiliates did not exceed the limitation amount.
The following table sets forth the forms of compensation, distributions and cost reimbursements paid by the registrant to the General Partners or their Affiliates in connection with the operation of the Fund for the period from inception through December 31, 2024.
|
Person or Entity
Receiving
Compensation
|
Form and Method
of Compensation
|
Amount Incurred From
Inception (July 31, 1996)
To December 31, 2024
|
||
|
|
|
|
||
|
AEI Securities, Inc.
|
Selling Commissions equal to 8% of proceeds plus a 2% nonaccountable expense allowance, most of which was reallowed to Participating Dealers.
|
$
|
1,691,722
|
|
|
|
|
|
||
|
General Partners and Affiliates
|
Reimbursement at Cost for other Organization and Offering Costs.
|
$
|
762,880
|
|
|
|
|
|
||
|
General Partners and Affiliates
|
Reimbursement at Cost for all Acquisition Expenses.
|
$
|
629,927
|
|
|
|
|
|
||
|
General Partners and Affiliates
|
Reimbursement at Cost for providing administrative services to the Fund, including all expenses related to management of the Fund's properties and all other transfer agency, reporting, partner relations and other administrative functions.
|
$
|
4,114,246
|
|
|
|
|
|
||
|
General Partners and Affiliates
|
Reimbursement at Cost for providing services related to the disposition of the Fund's properties.
|
$
|
721,498
|
|
|
|
|
|
||
|
General Partners
|
3% of Net Cash Flow in any fiscal year.
|
$
|
610,770
|
|
42
|
General Partners
|
1% of distributions of Net Proceeds of Sale until Limited Partners have received an amount equal to (a) their Adjusted Capital Contributions, plus (b) an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously distributed. 10% of distributions of Net Proceeds of Sale thereafter.
|
$
|
53,702
|
|
43
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following is a summary of the fees billed to the Partnership
by Boulay PLLP for professional services rendered for the years ended December 31:
|
Fee Category
|
2024
|
2023
|
||
|
|
|
|
|
|
|
Audit Fees
|
$
|
16,250
|
$
|
21,125
|
|
Audit-Related Fees
|
|
0
|
|
0
|
|
Tax Fees
|
|
0
|
|
0
|
|
All Other Fees
|
|
0
|
|
0
|
|
Total Fees
|
$
|
16,250
|
$
|
21,125
|
|
|
|
|
|
Audit Fees - Consists of fees billed for professional services rendered for the audit of the Partnership’s
annual financial statements and review of the interim financial statements included in quarterly reports, and services that are normally provided by Boulay PLLP in connection with statutory and regulatory filings or engagements.
Audit-Related Fees - Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." These services include consultations concerning financial accounting and reporting standards.
Tax Fees - Consists of fees billed for professional services for federal and state tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services other than the services reported above.
Policy for Preapproval of Audit and Permissible Non-Audit Services
Before the Independent Registered Public Accounting Firm is engaged by the Partnership to render audit or non-audit services, the engagement is approved by Mrs. Johnson acting as the Partnership’s audit committee.
44
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) A list of the financial statements contained herein is set forth on page 18.
(a) (2) Schedules are omitted because of the absence of conditions under which they are required or because the required information is presented in the financial statements or related notes.
(a) (3) The Exhibits filed in response to Item 601 of Regulation S-K are listed below.
3.1
Certificate of Limited Partnership (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed September 13, 1996 [File No. 333-5604]).
3.2
Restated Limited Partnership Agreement to the Prospectus (incorporated by reference to Exhibit A of Amendment No. 2 of the registrant's Registration Statement on Form SB-2 filed August 21, 1997 [File No. 333-5604]).
10.1
Assignment and Assumption of Lease dated October 6, 2008 between the Partnership, AEI Income & Growth Fund 24 LLC, AEI Income & Growth Fund 27 LLC and Ryan Companies US, Inc. relating to the Property at 700 North Edwards Boulevard, Lake Geneva, Wisconsin (incorporated by reference to Exhibit 10.2 of Form 8-K filed October 10, 2008).
10.2
Purchase and Sale Agreement dated January 10, 2019 between the Partnership, AEI Income and Growth Fund 26 LLC and Joe Properties, LLC relating to the property at 1516 South Washington Street, Crawfordsville, Indiana (incorporated by reference to Exhibit filed with Form 8-K filed April 12, 2019).
10.3
Purchase and Sale Agreement dated July 9, 2019 between the Partnership, AEI Income and Growth Fund 24 LLC and Agree Development, LLC relating to the property at 4460 32
nd
Avenue South, Grand Forks, North Dakota (incorporated by reference to Exhibit filed with Form 8-K filed August 6, 2019).
31.1
Certification of President of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of President and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
AEI INCOME & GROWTH FUND XXII
|
||
|
Limited Partnership
|
||
|
By:
|
AEI Fund Management XXI, Inc.
|
|
|
Its Managing General Partner
|
||
|
March 28, 2025
|
By:
|
/s/ Marni J. Nygard
|
|
Marni J. Nygard, President
|
||
|
(Principal Executive Officer)
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Name
|
Title
|
Date
|
||
|
/s/ Marni J. Nygard
|
President
|
March 28, 2025
|
||
|
Marni J. Nygard
|
(Principal Executive Officer)
|
|||
|
/s/ Keith E. Petersen
|
Chief Financial Officer and Treasurer
|
March 28, 2025
|
||
|
Keith E. Petersen
|
(Principal Accounting Officer)
|
46
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1. Business. (continued)Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 2. Properties. (continued)Item 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stock-Item 6. (reserved)Item 7. Management's Discussion and Analysis Of FinancialItem 7. Management's Discussion and Analysis. (continued)Item 7A. Quantitative & Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants onItem 9A. Controls and ProceduresItem 9A. Controls and Procedures. (continued)Item 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners andItem 13. Certain Relationships and Related Transactions, andItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules