UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 18, 2005
AEI INCOME & GROWTH FUND 25 LLC
(Exact name of registrant as specified in its charter)
State of Delaware 000-50609 75-3074973
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
30 East 7th Street, Suite 1300, St. Paul, Minnesota, 55101
(Address of Principal Executive Offices)
(651) 227-7333
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 18, 2005, the Company purchased a 45% interest in
a CarMax auto superstore in Lithia Springs, Georgia for
$4,194,000 from Silver Capital Net Lease Fund II, LLC, an
unrelated third party. The property is leased to CarMax Auto
Superstores, Inc. under a Lease Agreement with a remaining
primary term of 13.4 years, which may be renewed for up to four
consecutive terms of five years. The Lease requires annual base
rent of $306,180, which will increase every five years by the
lesser of 7.5% percent or two times the increase in the CPI Index
for the five-year period. The Lease is a triple net lease under
which the lessee is responsible for all real estate taxes,
insurance, maintenance, repairs and operating expenses of the
property. The remaining interests in the property were purchased
by AEI Income & Growth Fund XXI Limited Partnership, AEI Income &
Growth Fund 24 LLC and AEI Private Net Lease Millennium Fund
Limited Partnership, affiliates of the Company.
The Company purchased the property with cash received from
the sale of LLC Units. The property, developed in 2003, includes
a 19,242 square foot one story building, containing sales, office
and services areas, and a 936 square foot car wash facility on
approximately 18.5 acres of which approximately 11.5 acres is
useable. The property is located at 1977 Thornton Road in Lithia
Springs, which is a suburb west of Atlanta.
CarMax, Inc. (CarMax) assigned the Lease to CarMax Auto
Superstores, Inc., its wholly owned subsidiary. However, CarMax
remains fully liable under the terms and conditions of the Lease.
CarMax is the nation's leading retailer of used cars. With
headquarters in Richmond, Virginia, CarMax operates 58 used car
superstores in 27 markets. CarMax also operates 7 new car
franchises, which are integrated or co-located with its used car
superstores. For the fiscal year ended February 29, 2004, CarMax
reported a net worth of approximately $681 million and net income
of approximately $116 million. CarMax is traded on the New York
Stock Exchange under the symbol KMX.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - Because
the property acquired is subject to a net lease and
represents less than 20% of the total assets of the
Company as of December 31, 2004, no financial
statements are required.
(b) Pro forma financial information - A limited number of
pro forma adjustments are required to illustrate the
effects of the above transaction on the Company's
balance sheet and income statement. The following
narrative description is furnished in lieu of the pro
forma statements:
Assuming the Company had acquired the property on
September 11, 2003 (date the Company commenced
operations), the Company's Investments in Real Estate
would have increased by $4,194,000 and its Current
Assets (cash) would have decreased by $4,194,000.
Rental Income for the Company would have increased from
$20,435 to $113,990 for the period ended December 31,
2003 and from $483,634 to $713,269 for the nine months
ended September 30, 2004 if the Company had owned the
property during the periods.
Depreciation Expense would have increased by $9,786 and
$25,164 for the period ended December 31, 2003 and the
nine months ended September 30, 2004, respectively.
The net effect of these pro forma adjustments would
have caused Net Income to increase from $43,189 to
$126,958 and from $279,208 to $483,679, which would
have resulted in Net Income of $28.77 and $37.46 per
LLC Unit outstanding for the period ended December 31,
2003 and the nine months ended September 30, 2004,
respectively.
(c) Exhibits.
Exhibit 10.1 - Assignment of Agreement of Purchase and
Sale dated March 3, 2005 between the Company, AEI
Income & Growth Fund XXI Limited Partnership, AEI
Income & Growth Fund 24 LLC, AEI Private Net Lease
Millennium Fund Limited Partnership and AEI Fund
Management, Inc. relating to the Property at 1977
Thornton Road, Lithia Springs, Georgia.
Exhibit 10.2 - Assignment and Assumption of Lease dated
March 18, 2005 between the Company, AEI Income & Growth
Fund XXI Limited Partnership, AEI Income & Growth Fund
24 LLC, AEI Private Net Lease Millennium Fund Limited
Partnership and Silver Capital Net Lease Fund II, LLC
relating to the Property at 1977 Thornton Road, Lithia
Springs, Georgia.
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 hereunto duly authorized.
AEI INCOME & GROWTH FUND 25 LLC
By: AEI Fund Management XXI, Inc.
Its: Managing Member
Date: March 21, 2005 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer