XAEIU 10-Q Quarterly Report Sept. 30, 2023

AEI INCOME & GROWTH FUND XXII LTD PARTNERSHIP

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DEF 14A	Filed on June 8, 2021
DEF 14A	Filed on May 8, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2023

Commission File Number: 000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota		41-1848181
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 East 7 ^th Street, Suite 1300 St. Paul , Minnesota 55101		( 651 ) 227-7333
(Address of principal executive offices)		(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Securities registered pursuant to Section 12(g) of the Act:

	Limited Partnership Units
	(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ 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 such files). ☒ Yes ☐ 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.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
☐ Emerging growth company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 31, 2023, there were 11,749.37 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

INDEX


				Page
Part I – Financial Information

	Item 1.	Financial Statements (unaudited):

		Balance Sheets as of September 30, 2023 and December 31, 2022		3

		Statements for the Periods ended September 30, 2023 and 2022:

			Income	4

			Cash Flows	5

			Changes in Partners’ Capital	6

		Condensed Notes to Financial Statements		7 – 9

	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	9 - 14

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14

	Item 4.	Controls and Procedures		15

Part II – Other Information

	Item 1.	Legal Proceedings		15

	Item 1A.	Risk Factors		15

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16

	Item 3.	Defaults Upon Senior Securities		16

	Item 4.	Mine Safety Disclosures		16

	Item 5.	Other Information		16

	Item 6.	Exhibits		16

Signatures				17

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEETS

ASSETS

		September 30,		December 31,
		2023		2022
		(unaudited)
Current Assets:
Cash	$	268,662	$	256,165
Receivables		0		6,822
Total Current Assets		268,662		262,987

Real Estate Investments:
Land		1,923,065		1,923,065
Buildings		5,382,608		5,382,608
Acquired Intangible Lease Assets		1,415,859		1,415,859
Real Estate Held for Investment, at Cost		8,721,532		8,721,532
Accumulated Depreciation and Amortization		( 1,972,788 )		( 1,691,249 )
Real Estate Held for Investment, Net		6,748,744		7,030,283
Total Assets	$	7,017,406	$	7,293,270

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	24,003	$	87,973
Distributions Payable		103,813		103,813
Unearned Rent		36,749		14,743
Total Current Liabilities		164,565		206,529

Partners’ Capital (Deficit):
General Partners		( 1,777 )		5,050
Limited Partners – 24,000 Units authorized; 11,749.37 Units issued and outstanding as of 9/30/2023 and 12/31/2022		6,854,618		7,081,691
Total Partners' Capital		6,852,841		7,086,741
Total Liabilities and Partners' Capital	$	7,017,406	$	7,293,270

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF INCOME

(unaudited)


		Three Months Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022

Rental Income	$	142,398	$	100,651	$	426,199	$	324,621

Expenses:
Partnership Administration – Affiliates		29,658		26,174		89,664		81,409
Partnership Administration and Property Management – Unrelated Parties		7,965		8,590		29,289		56,161
Depreciation and Amortization		75,773		46,246		227,318		155,422
Total Expenses		113,396		81,010		346,271		292,992

Operating Income		29,002		19,641		79,928		31,629

Other Income:
Gain on Sale of Real Estate		0		0		0		524,668
Interest Income		1,593		5,446		3,913		6,974
Total Other Income		1,593		5,446		3,913		531,642

Net Income	$	30,595	$	25,087	$	83,841	$	563,271

Net Income Allocated:
General Partners	$	918	$	3,091	$	2,515	$	23,839
Limited Partners		29,677		21,996		81,326		539,432
Total	$	30,595	$	25,087	$	83,841	$	563,271

Net Income per Limited Partnership Unit	$	2.53	$	1.87	$	6.92	$	45.51

Weighted Average Units Outstanding – Basic and Diluted		11,749		11,749		11,749		11,853

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(unaudited)


		Nine Months Ended September 30
		2023		2022
Cash Flows from Operating Activities:
Net Income	$	83,841	$	563,271

Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		281,539		202,122
Gain on Sale of Real Estate		0		( 524,668 )
(Increase) Decrease in Receivables		6,822		20,191
Increase (Decrease) in Payable to AEI Fund Management, Inc.		( 63,970 )		151,262
Increase (Decrease) in Unearned Rent		22,006		14,314
Total Adjustments		246,397		( 136,779 )
Net Cash Provided By (Used For) Operating Activities		330,238		426,492

Cash Flows from Investing Activities:
Investments in Real Estate		0		( 3,027,474 )
Proceeds from Sale of Real Estate		0		2,200,747
Net Cash Provided By (Used For) Investing Activities		0		( 826,727 )

Cash Flows from Financing Activities:
Distributions Paid to Partners		( 317,741 )		( 315,151 )
Repurchase of Partnership Units		0		( 234,823 )
Net Cash Provided By (Used For) Financing Activities		( 317,741 )		( 549,974 )

Net Increase (Decrease) in Cash		12,497		( 950,209 )

Cash, beginning of period		256,165		1,291,115

Cash, end of period	$	268,662	$	340,906

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(unaudited)

		General Partners		Limited Partners		Total	Limited Partnership Units Outstanding

Balance, December 31, 2021	$	( 7,021 )	$	7,147,198	$	7,140,177	12,063.23

Distributions Declared		( 3,170 )		( 102,498 )		( 105,668 )
Net Income		13,281		312,177		325,458

Balance, March 31, 2022		3,090		7,356,877		7,359,967	12,063.23

Distributions Declared		( 3,115 )		( 100,699 )		( 103,814 )
Repurchase of Partnership Units		( 2,348 )		( 232,475 )		( 234,823 )	( 313.86 )
Net Income		7,467		205,259		212,726

Balance, June 30, 2022		5,094		7,228,962		7,234,056	11,749.37

Distributions Declared		( 3,114 )		( 100,699 )		( 103,813 )
Net Income		3,091		21,996		25,087

Balance, September 30, 2022	$	5,071	$	7,150,259	$	7,155,330	11,749.37


Balance, December 31, 2022	$	5,050	$	7,081,691	$	7,086,741	11,749.37

Distributions Declared		( 3,114 )		( 100,699 )		( 103,813 )
Net Income		534		17,270		17,804

Balance, March 31, 2023		2,470		6,998,262		7,000,732	11,749.37

Distributions Declared		( 3,114 )		( 107,001 )		( 110,115 )
Net Income		1,063		34,379		35,442

Balance, June 30, 2023		419		6,925,640		6,926,059	11,749.37

Distributions Declared		( 3,114 )		( 100,699 )		( 103,813 )
Net Income		918		29,677		30,595

Balance, September 30, 2023	$	( 1,777 )	$	6,854,618	$	6,852,841	11,749.37

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

CONDENSED NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

(1) The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10‑K.

(2) Organization –

AEI Income & Growth Fund XXII Limited Partnership (“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 Robert P. Johnson Trust 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.

(3) Recently Adopted Accounting Pronouncements –

Effective January 1, 2023, the Partnership adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). This guidance changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including receivables. The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial assets. The adoption of the guidance did not have a material impact on the Partnership’s financial statements.

Other accounting standards that have been issued or proposed by the FASB are currently not applicable to the Partnership or are not expected to have a significant impact on the Partnership’s financial position, results of operations and cash flows.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

CONDENSED NOTES TO FINANCIAL STATEMENTS

(4) Real Estate Investments –

In February 2022, the Partnership entered into an agreement to sell its 33% interest in the Best Buy store in Lake Geneva, Wisconsin to an unrelated third party. On March 29, 2022 , the sale closed with the Partnership receiving net proceeds of $ 1,438,654 , which resulted in a net gain of $ 319,006 . At the time of sale, the cost and related accumulated depreciation was $ 2,022,246 and $ 902,598 , respectively.

In June 2022, the Partnership entered into an agreement to sell its 28% interest in the Staples store in Clermont, Florida to an unrelated third party. On June 30, 2022 , the sale closed with the Partnership receiving net proceeds of $ 762,093 , which resulted in a net gain of $ 205,662 . At the time of sale, the cost and related accumulated depreciation was $ 900,295 and $ 343,864 , respectively.

In September 2022, the Partnership purchased a 100% interest in the DaVita property in Hempstead, Texas for $ 3,027,474 . The Partnership allocated $351,453 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $ 273,715 and above-market lease intangibles of $ 77,738 . The property is leased to Bollinger Dialysis, LLC under a lease agreement with a remaining primary term of approximately 7.75 years (as of date of purchase) and annual rent of $ 182,209 .

(5) Payable to AEI Fund Management, Inc. –

AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

(6) Partners’ Capital –

For the nine months ended September 30, 2023 and 2022, the Partnership declared distributions of $ 317,741 and $ 313,295 , respectively. The Limited Partners were allocated distributions of $ 308,399 and $ 303,896 and the General Partners were allocated distributions of $ 9,342 and $ 9,399 for the periods ended September 30, 2023 and 2022, respectively. The Limited Partners' distributions represented $ 26.25 and $ 25.64 per Limited Partnership Unit outstanding using 11,749 and 11,853 weighted average Units in 2023 and 2022, respectively. The distributions represented $ 26.25 and $ 25.64 per Unit of Net Income and $ 0 Unit of return of capital in 2023 and 2022, respectively.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

CONDENSED NOTES TO FINANCIAL STATEMENTS

(6) Partners’ Capital (Continued) –

On April 1, 2022, the Partnership repurchased a total of 313.86 Units for $ 232,475 from 21 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sales proceeds. The repurchases increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $ 2,348 in 2022. During the nine months ended September 30, 2023, the Partnership did not repurchase any Units from the Limited Partners.

(7) Fair Value Measurements –

As of September 30, 2023 and December 31, 2022, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

ITEM 2. 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:

—

Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;

—

the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;

—

resolution by the General Partners of conflicts with which they may be confronted;

—

the success of the General Partners of locating properties with favorable risk return characteristics;

—

the effect of tenant defaults; and

—

the condition of the industries in which the tenants of properties owned by the Partnership operate.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

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, will 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 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 leases and the value of 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.

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 as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

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.

Allocation of Expenses

AEI Fund Management, Inc. 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

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 nine months ended September 30, 2023 and 2022, the Partnership recognized rental income of $426,199 and $324,621, respectively. In 2023, rental income increased due to generating income on a property that was acquired in September 2022. Additionally, there was a rent increase on two properties, which was partially offset by the sale of two properties in 2022. Based on the scheduled rent for the properties owned as of October 31, 2023, the Partnership expects to recognize rental income of approximately $545,000 in 2023.

For the nine months ended September 30, 2023 and 2022, the Partnership incurred Partnership administration expenses from affiliated parties of $89,664 and $81,409, 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 $29,289 and $56,161, 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 2023, these expenses decreased due to reimbursement of repair costs previously expensed.

For the nine months ended September 30, 2023 and 2022, the Partnership recognized interest income of $3,913 and $6,974, respectively.

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 nine months ended September 30, 2023, the Partnership's cash balances increased $12,497 as a result of cash generated from operating activities in excess of distributions paid to Partners. During the nine months ended September 30, 2022, the Partnership's cash balances decreased $950,209 as a result of cash used to purchase property, distributions paid to the Partners and cash used to repurchase Units in excess of cash generated from operating activities, which was partially offset by proceeds received from the sale of real estate.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Net cash provided by operating activities decreased from $426,492 in 2022 to $330,238 in 2023 as a result of net timing differences in the collection of payments from the tenants and the payment of expenses, a decrease in interest income and a decrease in Partnership administration expenses, which was partially offset by an increase in rental income and a decrease in Partnership property management 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 nine months ended September 30, 2023, the Partnership did not complete any property acquisitions or property sales. During the nine months ended September 30, 2022, the Partnership generated cash flow from the sale of real estate of $2,200,747. During the same period, the Partnership expended $3,027,474 to invest in real properties.

In February 2022, the Partnership entered into an agreement to sell its 33% interest in the Best Buy store in Lake Geneva, Wisconsin to an unrelated third party. On March 29, 2022, the sale closed with the Partnership receiving net proceeds of $1,438,654, which resulted in a net gain of $319,006. At the time of sale, the cost and related accumulated depreciation was $2,022,246 and $902,598, respectively.

In June 2022, the Partnership entered into an agreement to sell its 28% interest in the Staples store in Clermont, Florida to an unrelated third party. On June 30, 2022, the sale closed with the Partnership receiving net proceeds of $762,093, which resulted in a net gain of $205,662. At the time of sale, the cost and related accumulated depreciation was $900,295 and $343,864, respectively.

In September 2022, the Partnership purchased a 100% interest in the DaVita property in Hempstead, Texas for $3,027,474. The Partnership allocated $351,453 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $273,715 and above-market lease intangibles of $77,738. The property is leased to Bollinger Dialysis, LLC under a lease agreement with a remaining primary term of approximately 7.75 years (as of date of purchase) and annual rent of $182,209.

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 nine months ended September 30, 2023 and 2022, the Partnership declared distributions of $317,741 and $313,295, 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 $308,399 and $303,896 and the General Partners were allocated distributions of $9,342 and $9,399 for the periods ended September 30, 2023 and 2022, respectively.

ITEM 2. 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.

On April 1, 2022, the Partnership repurchased a total of 313.86 Units for $232,475 from 21 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sales proceeds. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $2,348 in 2022. During nine months ended September 30, 2023, the Partnership did not repurchase any Units from the 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 September 30, 2023 and December 31, 2022, 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 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4. 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) 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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.

(a) None.

(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 period covered by this report, the Partnership did not purchase any Units.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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.

Certification of President and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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


Dated: November 10, 2023	AEI Income & Growth Fund XXII
	Limited Partnership
	By:	AEI Fund Management XXI, Inc.
	Its:	Managing General Partner



	By:	/s/ Marni J Nygard
		Marni J. Nygard
		President
		(Principal Executive Officer)



	By:	/s/ Keith E Petersen
		Keith E. Petersen
		Chief Financial Officer
		(Principal Accounting Officer)

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements (unaudited):Item 2. Management's Discussion and Analysis Of Financial Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 15 Part II Other Information Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5. Other Information 16 Item 6. Exhibits 16 Item 2. Management's Discussion and Analysis. (continued)Item 3. Quantitative & Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities & Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

XAEIU 10-Q Quarter ended Sept. 30, 2023