UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Fiscal Year Ended: December 31, 2010
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 (I.R.S. Employer
incorporation or organization) Identification No.)
30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101
(Address of principal executive offices)
(651) 227-7333
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
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).
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2010, there were 15,675.527 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 $15,675,527.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has not incorporated any documents by reference
into this report.
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, Robert
P. Johnson, the President and sole director of AFM, 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 expired. 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 prior to
application of the proceeds from sale of the Units, 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. It is anticipated that the
Partnership will commence liquidation through the sale of its
remaining properties twelve to fifteen years after its formation,
although final liquidation may be delayed by a number of
circumstances, including market conditions and seller financing
of properties.
ITEM 1. BUSINESS. (Continued)
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 various
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 13 to 20 years,
except for the Best Buy store, which had a remaining primary term
of 10.3 years. The leases provide the tenants with two to four
five-year renewal options subject to the same terms and
conditions as the primary term. 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, 2007, the Partnership owned a
significant interest in nine properties and a minor interest in
six properties with a total original cost of $12,397,624. During
the years ended December 31, 2008 and 2010, the Partnership sold
three property interests and received net sale proceeds of
$2,171,839 and $34,485, which resulted in net gains of $719,466
and $3,403, respectively. During 2008, the Partnership expended
$2,022,246 to purchase one additional property as it reinvested
cash generated from property sales. As of December 31, 2010, the
Partnership owned a significant interest in nine properties and a
minor interest in four properties with a total original cost of
$12,719,860.
Major Tenants
During 2010, five tenants each contributed more than ten
percent of the Partnership's total rental revenue. The major
tenants in aggregate contributed 74% of total rental revenue in
2010. It is anticipated that, based on minimum rental payments
required under the leases, each major tenant will continue to
contribute more than ten percent of rental revenue in 2011 and
future years. Any failure of these major tenants could
materially affect the Partnership's net income and cash
distributions.
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., an affiliate of AFM.
ITEM 1A. RISK FACTORS.
Not required for a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not required for a smaller reporting company.
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 type and location of the Partnership's
properties.
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 various 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
long-term 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 very competitive and can be affected by factors such as
changes in regional or local economies, seasonality and changes
in consumer preference.
The following table is a summary of the properties that
the Partnership acquired and owned as of December 31, 2010.
Annual Annual
Purchase Property Lease Rent Per
Property Date Cost Tenant Payment Sq. Ft.
TGI Friday's Restaurant
Greensburg, PA Ohio Valley
(.8729%) 12/10/97 $ 14,580 Bistros, Inc. $ 1,546 $39.28
ITEM 2. PROPERTIES. (Continued)
Annual Annual
Purchase Property Lease Rent Per
Property Date Cost Tenant Payment Sq. Ft.
Arby's Restaurant
Homewood, AL RTM
(.5877%) 7/9/99 $ 8,184 Alabama, LLC $ 775 $40.49
KinderCare Daycare Center KinderCare Learning
Pearland, TX 7/14/99 $ 943,416 Centers, Inc. $101,199 $13.32
Hollywood Video Store
Minot, ND 7/16/99 $1,330,000 (1)
KinderCare Daycare Center
Golden, CO KinderCare Learning
(1.9962%) 9/28/00 $ 33,528 Centers, Inc. $ 4,006 $23.42
KinderCare Daycare Center
Plainfield, IL KinderCare Learning
(.3154%) 5/14/01 $ 4,645 Centers, Inc. $ 489 $17.32
Johnny Carino's Restaurant
Longmont, CO Kona Restaurant
(50%) 12/30/03 $1,293,405 Group, Inc. $ 73,833 $22.80
Jared Jewelry Store
Sugar Land, TX Sterling Jewelers
(40%) 7/15/04 $1,533,966 Inc. $127,919 $52.29
Applebee's Restaurant
Johnstown, PA
(38%) 9/21/06 $1,031,187 B.T. Woodlipp, Inc. $ 74,370 $37.68
Advance Auto Parts Store
Indianapolis, IN Advance Stores
(65%) 12/21/06 $1,244,173 Company, Inc. $ 87,168 $19.16
Applebee's Restaurant
Crawfordsville, IN Apple Indiana
(60%) 12/29/06 $1,856,656 II LLC $133,933 $42.44
Tractor Supply Company Store
Grand Forks, ND Tractor Supply
(50%) 1/19/07 $1,403,874 Company $108,697 $ 9.86
Best Buy Store
Lake Geneva, WI Best Buy
(33%) 10/6/08 $2,022,246 Stores, L.P. $144,325 $14.40
(1)The property was vacant at December 31, 2010. It was sold in January 2011.
ITEM 2. PROPERTIES. (Continued)
The properties listed above with a partial ownership
percentage are owned with the following affiliated entities:
Johnny Carino's restaurant (AEI Accredited Investor Fund 2002
Limited Partnership); Jared Jewelry store (AEI Accredited
Investor Fund 2002 Limited Partnership); Applebee's restaurant in
Johnstown, Pennsylvania (AEI Income & Growth Fund XXI Limited
Partnership); Advance Auto Parts store (AEI Income & Growth Fund
25 LLC); Applebee's restaurant in Crawfordsville, Indiana (AEI
Income & Growth Fund 26 LLC); Tractor Supply Company store (AEI
Income & Growth Fund 24 LLC); and Best Buy store (AEI Income &
Growth Fund 24 LLC and AEI Income & Growth Fund 27 LLC). The
remaining interests in the TGI Friday's restaurant, the Arby's
restaurant and the KinderCare daycare centers in Golden, Colorado
and Plainfield, Illinois are owned by unrelated third parties.
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 and equipment,
liabilities, revenues and expenses.
At the time the properties were acquired, the remaining
primary lease terms varied from 13 to 20 years, except for the
Best Buy store, which had a remaining primary term of 10.3 years.
The leases provide the tenants with two to four five-year renewal
options subject to the same terms and conditions as the primary
term.
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 components of a
property are personal property and land improvements which are
depreciated, using an accelerated method, over 5 and 15 years,
respectively. 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 is the
same as the basis for book depreciation purposes except for
properties whose carrying value was reduced by a real estate
impairment. The real estate impairment, which was recorded
against the book cost of the land and depreciable property, was
not recognized for tax purposes.
At December 31, 2010, all properties listed above were
100% occupied. The only exception is the Hollywood Video store
that became vacant in July 2010.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. REMOVED AND RESERVED.
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, 2010, there were 742 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.
Cash distributions of $22,373 and $24,208 were made to the
General Partners and $784,001 and $826,504 were made to the
Limited Partners for 2010 and 2009, respectively. The
distributions were made on a quarterly basis and represent Net
Cash Flow, as defined, except as discussed below. These
distributions should not be compared with dividends paid on
capital stock by corporations.
As part of the Limited Partnership distributions discussed
above, the Partnership distributed net sale proceeds of $90,000
and $65,000 in 2010 and 2009, respectively. The distributions
reduced the Limited Partners' Adjusted Capital Contributions.
(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 are
redeemed on April 1st and October 1st, 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
2010, the Partnership did not purchase any Units.
ITEM 6. SELECTED FINANCIAL DATA.
Not required for a smaller reporting company.
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:
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.
Application of Critical Accounting Policies
The preparation of the Partnership's financial statements
requires management to make estimates and assumptions that may
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. Management evaluates these estimates on an ongoing
basis, including those related to the carrying value of
investments in real estate and the allocation by AEI Fund
Management, Inc. of expenses to the Partnership as opposed to
other funds they manage.
The Partnership purchases properties and records them in
the financial statements at cost (not including acquisition
expenses). 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.
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 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Management of the Partnership has discussed the
development and selection of the above accounting estimates and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.
Results of Operations
For the years ended December 31, 2010 and 2009, the
Partnership recognized rental income from continuing operations
of $851,989 and $845,039, respectively. In 2010, rental income
increased due to rent increases on two properties. Based on the
scheduled rent for the properties owned as of February 28, 2011,
the Partnership expects to recognize rental income from
continuing operations of approximately $872,000 in 2011.
For the years ended December 31, 2010 and 2009, the
Partnership incurred Partnership administration expenses from
affiliated parties of $169,362 and $163,770, 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 $23,952 and $21,097, 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.
For the years ended December 31, 2010 and 2009, the
Partnership recognized interest income of $4,455 and $5,182,
respectively.
Upon complete disposal of a property or classification of
a property as Real Estate Held for Sale, the Partnership includes
the operating results and sale of the property in discontinued
operations. In addition, the Partnership reclassifies the prior
periods' operating results of the property to discontinued
operations. For the year ended December 31, 2010, the Partnership
recognized a loss from discontinued operations of $185,249,
representing a real estate impairment of $218,607, which was
partially offset by rental income less property management
expenses and depreciation of $29,955 and a gain on disposal of
real estate of $3,403. For the year ended December 31, 2009, the
Partnership recognized income from discontinued operations of
$113,902, representing rental income less property management
expenses and depreciation.
On February 2, 2010, Hollywood Entertainment Corporation
(HEC), the tenant of the Hollywood Video stores in Minot, North
Dakota (100% ownership interest) and Saraland, Alabama (3.08%
ownership interest) filed for Chapter 11 bankruptcy
reorganization for the second time. In July 2010, HEC closed its
remaining stores, filed a motion with the bankruptcy court to
reject the Lease for the Minot store and returned possession of
the property to the Partnership. The Partnership listed the
property for sale with a real estate broker in the Minot area.
While the property was vacant, the Partnership was responsible
for real estate taxes and other costs associated with maintaining
the property. Based on an analysis of market conditions in the
area, the Partnership determined the property was impaired. As a
result, in the second quarter of 2010, a charge to discontinued
operations for real estate impairment of $218,607 was recognized,
which was the difference between the carrying value at June 30,
2010 of $1,018,607 and the estimated fair value of $800,000. The
charge was recorded against the cost of the land and building.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
In November 2010, the Partnership entered into an
agreement to sell the Minot store to an unrelated third party.
On January 14, 2011, the sale closed with the Partnership
receiving net proceeds of approximately $882,000, which resulted
in a net gain of approximately $82,000. At December 31, 2010,
the property was classified as Real Estate Held for Sale.
In February 2010, HEC closed the Saraland store and filed
a motion with the bankruptcy court to reject the Lease for this
property. The court approved the motion and HEC returned
possession of the property to the Partnership. The Partnership
listed the property for sale or lease with a real estate broker
in the Saraland area. While the property was vacant, the
Partnership was responsible for its 3.08% share of real estate
taxes and other costs associated with maintaining the property.
In May 2010, the Partnership entered into an agreement to sell
its interest in the Saraland store to an unrelated third party.
On August 20, 2010, the sale closed with the Partnership
receiving net sale proceeds of $34,485, which resulted in a net
gain of $3,403. The cost and related accumulated depreciation
was $42,439 and $11,357, 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 year ended December 31, 2010, the Partnership's
cash balances decreased $81,073 as a result of distributions paid
to the Partners in excess of cash generated from operating and
investing activities. During the year ended December 31, 2009,
the Partnership's cash balances decreased $48,569 as a result of
distributions paid to the Partners in excess of cash generated
from operating activities.
Net cash provided by operating activities decreased from
$841,290 in 2009 to $713,687 in 2010 as a result of a decrease in
total rental and interest income in 2010, an increase in
Partnership administration and property management expenses in
2010 and net timing differences in the collection of payments
from the tenants and the payment of expenses.
During the year ended December 31, 2010, the Partnership
generated cash flow from the sale of real estate of $34,485.
The Partnership's primary use of cash flow, other than
investment in real estate, is distribution and redemption
payments to Partners. 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. Redemption payments are paid to
redeeming Partners on a semi-annual basis.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
For the years ended December 31, 2010 and 2009, the
Partnership declared distributions of $806,374 and $850,712,
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 received
distributions of $784,001 and $826,504 and the General Partners
received distributions of $22,373 and $24,208 for the periods,
respectively. In 2010, distributions were lower due to a
decrease in the distribution rate per Unit, effective July 1,
2010.
During 2010 and 2009, the Partnership distributed net sale
proceeds of $90,909 and $65,657 to the Limited and General
Partners as part of their quarterly distributions, which
represented a return of capital of $5.73 and $4.15 per Limited
Partnership Unit, respectively. The proceeds were generated from
sales completed prior to 2009.
The Partnership may acquire 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 2010, one Limited Partner redeemed 1.25 Partnership
Units for $883 in accordance with the Partnership Agreement. The
Partnership acquired these Units using Net Cash Flow from
operations. During 2009, the Partnership did not redeem any
Units from the Limited Partners. In prior years, a total of 70
Limited Partners redeemed 1,218.44 Partnership Units for
$974,262. The redemptions increase the remaining Limited
Partners' ownership interest in the Partnership. As a result of
this redemption payment and pursuant to the Partnership
Agreement, the General Partners received distributions of $27 in
2010.
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.
The Economy and Market Conditions
The impact of conditions in the current economy, including
the turmoil in the credit markets, has adversely affected many
real estate investment funds. However, the absence of mortgage
financing on the Partnership's properties eliminates the risks of
foreclosure and debt-refinancing that can negatively impact the
value and distributions of leveraged real estate investment
funds. Nevertheless, a prolonged economic downturn may adversely
affect the operations of the Partnership's tenants and their cash
flows. If a tenant were to default on its lease obligations, the
Partnership's income would decrease, its distributions would
likely be reduced and the value of its properties might decline.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Historically, the Partnership has sold properties at a
gain and distributed the gain proceeds as part of its regular
quarterly distributions, and to make special distributions on
occasion. The remaining sales proceeds were reinvested in
additional properties. Beginning in the fourth quarter of 2008,
general economic conditions caused the volume of property sales
to slow dramatically for all real estate sellers. Until such
time as economic conditions allow the Partnership to begin
selling properties at attractive prices, quarterly distributions
will reflect the distribution of net core rental income and
capital reserves, if any.
ITEM 7A. QUANTITATIVE AND 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.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheet as of December 31, 2010 and 2009
Statements for the Years Ended December 31, 2010 and 2009:
Income
Cash Flows
Changes in Partners' Capital (Deficit)
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners:
AEI Income & Growth Fund XXII Limited Partnership
St. Paul, Minnesota
We have audited the accompanying balance sheet of AEI Income
& Growth Fund XXII Limited Partnership (a Minnesota limited
partnership) as of December 31, 2010 and 2009, and the related
statements of income, cash flows and changes in partners' capital
(deficit) for the years then ended. The Partnership's management
is responsible for these financial statements. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership is
not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit
included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, 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. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of AEI Income & Growth Fund XXII Limited Partnership as of
December 31, 2010 and 2009, and the results of its operations and
its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
/s/Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants
Minneapolis, Minnesota
March 25, 2011
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
BALANCE SHEET
DECEMBER 31
ASSETS
2010 2009
CURRENT ASSETS:
Cash $ 509,767 $ 590,840
INVESTMENTS IN REAL ESTATE:
Land 3,170,347 3,807,598
Buildings and Equipment 8,219,513 8,954,701
Accumulated Depreciation (1,623,752) (1,603,038)
----------- -----------
9,766,108 11,159,261
Real Estate Held for Sale 800,000 0
----------- -----------
Net Investments in Real Estate 10,566,108 11,159,261
----------- -----------
Total Assets $11,075,875 $11,750,101
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Payable to AEI Fund Management, Inc. $ 52,734 $ 47,396
Distributions Payable 190,614 212,575
Unearned Rent 35,225 34,665
----------- -----------
Total Current Liabilities 278,573 294,636
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partners (16,055) (3,616)
Limited Partners, $1,000 per Unit;
24,000 Units authorized; 16,917 Units issued;
15,698 and 15,699 Units outstanding in
2010 and 2009, respectively 10,813,357 11,459,081
----------- -----------
Total Partners' Capital 10,797,302 11,455,465
----------- -----------
Total Liabilities and Partners' Capital $11,075,875 $11,750,101
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31
2010 2009
RENTAL INCOME $ 851,989 $ 845,039
EXPENSES:
Partnership Administration - Affiliates 169,362 163,770
Partnership Administration and Property
Management - Unrelated Parties 23,952 21,097
Depreciation 328,760 327,866
---------- ----------
Total Expenses 522,074 512,733
---------- ----------
OPERATING INCOME 329,915 332,306
OTHER INCOME:
Interest Income 4,455 5,182
---------- ----------
INCOME FROM CONTINUING OPERATIONS 334,370 337,488
Income (Loss) from Discontinued Operations (185,249) 113,902
---------- ----------
NET INCOME $ 149,121 $ 451,390
========== ==========
NET INCOME ALLOCATED:
General Partners $ 9,961 $ 13,542
Limited Partners 139,160 437,848
---------- ----------
$ 149,121 $ 451,390
========== ==========
INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT:
Continuing Operations $ 20.66 $ 20.85
Discontinued Operations (11.80) 7.04
---------- ----------
Total $ 8.86 $ 27.89
========== ==========
Weighted Average Units Outstanding - Basic and Diluted 15,698 15,699
========== ==========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
2010 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 149,121 $ 451,390
Adjustments To Reconcile Net Income
To Net Cash Provided By Operating Activities:
Depreciation 343,464 357,273
Real Estate Impairment 218,607 0
Gain on Sale of Real Estate (3,403) 0
Decrease in Receivables 0 5,261
Increase in Payable to
AEI Fund Management, Inc. 5,338 10,060
Increase in Unearned Rent 560 17,306
---------- ----------
Total Adjustments 564,566 389,900
---------- ----------
Net Cash Provided By
Operating Activities 713,687 841,290
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Real Estate 34,485 0
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid to Partners (828,335) (889,859)
Redemption Payments (910) 0
---------- ----------
Net Cash Used For
Financing Activities (829,245) (889,859)
---------- ----------
NET DECREASE IN CASH (81,073) (48,569)
CASH, beginning of year 590,840 639,409
---------- ----------
CASH, end of year $ 509,767 $ 590,840
========== ==========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31
Limited
Partnership
General Limited Units
Partners Partners Total Outstanding
BALANCE, December 31, 2008 $ 7,050 $11,847,737 $11,854,787 15,698.78
Distributions Declared (24,208) (826,504) (850,712)
Net Income 13,542 437,848 451,390
-------- ----------- ----------- ----------
BALANCE, December 31, 2009 (3,616) 11,459,081 11,455,465 15,698.78
Distributions Declared (22,373) (784,001) (806,374)
Redemption Payments (27) (883) (910) (1.25)
Net Income 9,961 139,160 149,121
-------- ----------- ----------- ----------
BALANCE, December 31, 2010 $(16,055) $10,813,357 $10,797,302 15,697.53
======== =========== =========== ==========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(1) 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. Robert P. Johnson,
the President and sole director of AFM, serves as the
Individual General Partner. AFM is a wholly owned
subsidiary of AEI Capital Corporation of which Mr. Johnson
is the majority shareholder. 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 expired. 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.
During operations, any Net Cash Flow, as defined, which the
General Partners determine to distribute will be distributed
97% to the Limited Partners and 3% to the General Partners.
Distributions to Limited Partners will be made pro rata by
Units.
Any Net Proceeds of Sale, as defined, 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.
For tax purposes, profits from operations, other than
profits attributable to the sale, exchange, financing,
refinancing or other disposition of property, will be
allocated first in the same ratio in which, and to the
extent, Net Cash Flow is distributed to the Partners for
such year. Any additional profits will be allocated in the
same ratio as the last dollar of Net Cash Flow is
distributed. Net losses from operations will be allocated
99% to the Limited Partners and 1% to the General Partners.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(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.
The General Partners are not required to currently fund a
deficit capital balance. Upon liquidation of the
Partnership or withdrawal by a General Partner, the General
Partners will contribute to the Partnership an amount equal
to the lesser of the deficit balances in their capital
accounts or 1% of total Limited Partners' and General
Partners' capital contributions.
(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.
Accounting Estimates
Management uses estimates and assumptions in preparing
these financial statements in accordance with generally
accepted accounting principles. 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.
Significant items, subject to such estimates and
assumptions, include the carrying value of investments in
real estate.
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.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(2) Summary of Significant Accounting Policies - (Continued)
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.
Receivables
Credit terms are extended to tenants in the normal course
of business. The Partnership performs ongoing credit
evaluations of its customers' financial condition and,
generally, requires no collateral.
Receivables are recorded at their estimated net
realizable value. The Partnership follows a policy of
providing an allowance for doubtful accounts; 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.
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.
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.
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 revenue
according to the terms of the individual leases. 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.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(2) Summary of Significant Accounting Policies - (Continued)
Investments in Real Estate
The Partnership purchases properties and records them at
cost. 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
by 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.
Prior to January 1, 2009, the Partnership capitalized as
Investments in Real Estate certain costs incurred in the
review and acquisition of the properties. The costs were
allocated to the land, buildings and equipment. For
acquisitions completed on or after January 1, 2009,
acquisition-related transaction costs will be expensed as
incurred as a result of the Partnership adopting new
guidance on business combinations that expands the scope
of acquisition accounting.
The buildings and equipment of the Partnership are
depreciated using the straight-line method for financial
reporting purposes based on estimated useful lives of 25
years and 5 years, respectively.
Upon complete disposal of a property or classification of
a property as Real Estate Held for Sale, the Partnership
includes the operating results and sale of the property
in discontinued operations. In addition, the Partnership
reclassifies the prior periods' operating results of the
property to discontinued 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 and equipment,
liabilities, revenues and expenses.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(2) Summary of Significant Accounting Policies - (Continued)
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, 2010 and 2009.
Fair Value Measurements
Fair value, as defined by United States Generally
Accepted Accounting Principles ("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.
At December 31, 2010, the Partnership had no financial
assets or liabilities measured at fair value on a
recurring basis or nonrecurring basis that would require
disclosure under this pronouncement.
The Hollywood Video store in Minot, North Dakota, with a
carrying amount of $1,018,607 at June 30, 2010, was
written down to its fair value of $800,000 after
completing our long-lived asset valuation analysis. The
fair value of the property was based upon comparable
sales of similar properties, which are considered Level 2
inputs in the valuation hierarchy. The resulting
impairment charge of $218,607 was included in earnings
for the second quarter of 2010.
Recently Issued Accounting Pronouncements
Management has reviewed recently issued, but not yet
effective, accounting pronouncements and does not expect
the implementation of these pronouncements to have a
significant effect on the Partnership's financial
statements.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(2) Summary of Significant Accounting Policies - (Continued)
Reclassification
Certain items related to discontinued operations in the
prior year's financial statements have been reclassified
to conform to 2010 presentation. These reclassifications
had no effect on Partners' capital, net income or cash
flows.
(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: Johnny Carino's restaurant (50%
- AEI Accredited Investor Fund 2002 Limited Partnership);
Jared Jewelry store (40% - AEI Accredited Investor Fund 2002
Limited Partnership); Applebee's restaurant in Johnstown,
Pennsylvania (38% - AEI Income & Growth Fund XXI Limited
Partnership); Advance Auto Parts store (65% - AEI Income &
Growth Fund 25 LLC); Applebee's restaurant in
Crawfordsville, Indiana (60% - AEI Income & Growth Fund 26
LLC); Tractor Supply Company store (50% - AEI Income &
Growth Fund 24 LLC); and Best Buy store (33% - AEI Income &
Growth Fund 24 LLC and AEI Income & Growth Fund 27 LLC).
AEI received the following reimbursements for costs and
expenses from the Partnership for the years ended December
31:
2010 2009
a.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. These amounts
included $2,042 and $2,365 of expenses related to
Discontinued Operations in 2010 and 2009,
respectively. $ 171,404 $ 166,135
======== ========
b.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. These amounts
included $36,081 and $1,973 of expenses related to
Discontinued Operations in 2010 and 2009, respectively.$ 60,033 $ 23,070
======== ========
c.AEI is reimbursed for costs incurred in providing
services related to the sale of property. $ 203 $ 0
======== ========
The payable to AEI Fund Management, Inc. represents the
balance due for the services described in 3a, b, and c.
This balance is non-interest bearing and unsecured and is to
be paid in the normal course of business.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(4) Investments in Real Estate -
The Partnership leases its properties to various 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 13 to 20 years, except for the Best Buy store,
which had a remaining primary term of 10.3 years. The
leases provide the tenants with two to four five-year
renewal options subject to the same terms and conditions as
the primary term.
The Partnership's properties are commercial, single-tenant
buildings. The TGI Friday's restaurant was constructed and
acquired in 1997. The Arby's restaurant and the Hollywood
Video store in Minot, North Dakota were constructed and
acquired in 1999. The KinderCare daycare center in
Pearland, Texas was constructed in 1997 and acquired in
1999. The KinderCare daycare center in Golden, Colorado was
constructed and acquired in 2000. The KinderCare daycare
center in Plainfield, Illinois was constructed and acquired
in 2001. The Johnny Carino's restaurant was constructed in
1999 and acquired in 2003. The Jared Jewelry store was
constructed in 2001 and acquired in 2004. The Applebee's
restaurants were constructed in 1996 and acquired in 2006.
The Advance Auto Parts store was constructed in 2005 and
acquired in 2006. The Tractor Supply Company store was
constructed in 2005 and acquired in 2007. The Best Buy
store was constructed and acquired in 2008. 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, 2010 are as
follows:
Buildings and Accumulated
Property Land Equipment Total Depreciation
TGI Friday's, Greensburg, PA $ 6,439 $ 8,141 $ 14,580 $ 4,322
Arby's, Homewood, AL 4,396 3,788 8,184 1,924
KinderCare, Pearland, TX 204,105 739,311 943,416 338,847
KinderCare, Golden, CO 7,684 25,844 33,528 10,598
KinderCare, Plainfield, IL 1,313 3,332 4,645 1,281
Johnny Carino's, Longmont, CO 560,383 733,022 1,293,405 205,247
Jared Jewelry, Sugar Land, TX 503,837 1,030,129 1,533,966 266,116
Applebee's, Johnstown, PA 264,557 766,630 1,031,187 131,604
Advance Auto Parts,
Indianapolis, IN 537,914 706,259 1,244,173 114,176
Applebee's, Crawfordsville, IN 506,030 1,350,626 1,856,656 216,100
Tractor Supply, Grand Forks, ND 238,547 1,165,327 1,403,874 184,510
Best Buy, Lake Geneva, WI 335,142 1,687,104 2,022,246 149,027
---------- ---------- ----------- ----------
$3,170,347 $8,219,513 $11,389,860 $1,623,752
========== ========== =========== ==========
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(4) Investments in Real Estate - (Continued)
The Partnership owns a .8729% interest in a TGI Friday's
restaurant, a .5877% interest in an Arby's restaurant, a
1.9962% interest in a KinderCare daycare center in Golden,
Colorado and a .3154% interest in a KinderCare daycare
center in Plainfield, Illinois. The remaining interests in
these properties are owned by unrelated third parties, who
own the properties with the Partnership as tenants-in-
common.
For properties owned as of December 31, 2010, the minimum
future rent payments required by the leases are as follows:
2011 $ 872,061
2012 888,759
2013 889,924
2014 853,502
2015 801,035
Thereafter 5,013,244
----------
$9,318,525
==========
There were no contingent rents recognized in 2010 and 2009.
(5) Major Tenants -
The following schedule presents rent revenue from individual
tenants, or affiliated groups of tenants, who each
contributed more than ten percent of the Partnership's total
rent revenue for the years ended December 31:
Tenants Industry 2010 2009
Apple American Group Restaurant $ 208,303 $ 208,303
Best Buy Stores, L.P. Retail 144,325 144,325
Sterling Jewelers Inc. Retail 127,919 127,919
KinderCare Learning Centers,Inc. Child Care 105,421 99,963
Tractor Supply Company Retail 102,881 102,352
Hollywood Entertainment
Corporation Retail N/A 147,647
---------- ----------
Aggregate rent revenue of major tenants $ 688,849 $ 830,509
========== ==========
Aggregate rent revenue of major tenants as
a percentage of total rent revenue 74% 84%
========== ==========
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(6) Discontinued Operations -
On February 2, 2010, Hollywood Entertainment Corporation
(HEC), the tenant of the Hollywood Video stores in Minot,
North Dakota (100% ownership interest) and Saraland, Alabama
(3.08% ownership interest) filed for Chapter 11 bankruptcy
reorganization for the second time. In July 2010, HEC
closed its remaining stores, filed a motion with the
bankruptcy court to reject the Lease for the Minot store and
returned possession of the property to the Partnership. The
Partnership listed the property for sale with a real estate
broker in the Minot area. While the property was vacant,
the Partnership was responsible for real estate taxes and
other costs associated with maintaining the property. Based
on an analysis of market conditions in the area, the
Partnership determined the property was impaired. As a
result, in the second quarter of 2010, a charge to
discontinued operations for real estate impairment of
$218,607 was recognized, which was the difference between
the carrying value at June 30, 2010 of $1,018,607 and the
estimated fair value of $800,000. The charge was recorded
against the cost of the land and building.
In November 2010, the Partnership entered into an agreement
to sell the Minot store to an unrelated third party. On
January 14, 2011, the sale closed with the Partnership
receiving net proceeds of approximately $882,000, which
resulted in a net gain of approximately $82,000. At
December 31, 2010, the property was classified as Real
Estate Held for Sale.
In February 2010, HEC closed the Saraland store and filed a
motion with the bankruptcy court to reject the Lease for
this property. The court approved the motion and HEC
returned possession of the property to the Partnership. The
Partnership listed the property for sale or lease with a
real estate broker in the Saraland area. While the property
was vacant, the Partnership was responsible for its 3.08%
share of real estate taxes and other costs associated with
maintaining the property. In May 2010, the Partnership
entered into an agreement to sell its interest in the
Saraland store to an unrelated third party. On August 20,
2010, the sale closed with the Partnership receiving net
sale proceeds of $34,485, which resulted in a net gain of
$3,403. The cost and related accumulated depreciation was
$42,439 and $11,357, respectively.
During 2010 and 2009, the Partnership distributed net sale
proceeds of $90,909 and $65,657 to the Limited and General
Partners as part of their quarterly distributions, which
represented a return of capital of $5.73 and $4.15 per
Limited Partnership Unit, respectively. The proceeds were
generated from sales completed prior to 2009.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(6) Discontinued Operations - (Continued)
The financial results for these properties are reflected as
Discontinued Operations in the accompanying financial
statements. The following are the results of discontinued
operations for the years ended December 31:
2010 2009
Rental Income $ 82,782 $ 147,647
Property Management Expenses (38,123) (4,338)
Depreciation (14,704) (29,407)
Real Estate Impairment (218,607) 0
Gain on Disposal of Real Estate 3,403 0
--------- ---------
Income (Loss) from Discontinued
Operations $(185,249) $ 113,902
========= =========
(7) Partners' Capital -
For the years ended December 31, 2010 and 2009, the
Partnership declared distributions of $806,374 and $850,712,
respectively. The Limited Partners received distributions
of $784,001 and $826,504 and the General Partners received
distributions of $22,373 and $24,208 for the years,
respectively. The Limited Partners' distributions represent
$49.94 and $52.65 per Limited Partnership Unit outstanding
using 15,698 and 15,699 weighted average Units in 2010 and
2009, respectively. The distributions represent $8.80 and
$27.89 per Unit of Net Income and $41.14 and $24.76 per Unit
of return of contributed capital in 2010 and 2009,
respectively.
As part of the Limited Partners' distributions discussed
above, the Partnership distributed net sale proceeds of
$90,000 and $65,000 in 2010 and 2009, respectively. The
distributions reduced the Limited Partners' Adjusted Capital
Contributions.
The Partnership may acquire 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.
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(7) Partners' Capital - (Continued)
During 2010, one Limited Partner redeemed 1.25 Partnership
Units for $883 in accordance with the Partnership Agreement.
The Partnership acquired these Units using Net Cash Flow
from operations. During 2009, the Partnership did not
redeem any Units from the Limited Partners. In prior years,
a total of 70 Limited Partners redeemed 1,218.44 Partnership
Units for $974,262. The redemptions increase the remaining
Limited Partners' ownership interest in the Partnership. As
a result of this redemption payment and pursuant to the
Partnership Agreement, the General Partners received
distributions of $27 in 2010.
After the effect of redemptions and the return of capital
from the sale of property, the Adjusted Capital
Contribution, as defined in the Partnership Agreement, is
$913.70 per original $1,000 invested.
(8) 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:
2010 2009
Net Income for Financial Reporting Purposes $ 149,121 $ 451,390
Depreciation for Tax Purposes Under
Depreciation for Financial Reporting Purposes 98,840 110,077
Income Accrued for Tax Purposes Over
Income for Financial Reporting Purposes 945 18,797
Property Expenses for Tax Purposes Under
Expenses for Financial Reporting Purposes 267 0
Real Estate Impairment
Not Recognized for Tax Purposes 218,607 0
Gain on Sale of Real Estate for Tax Purposes
Under Gain for Financial Reporting Purposes (1,843) 0
--------- ---------
Taxable Income to Partners $ 465,937 $ 580,264
========= =========
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
(8) Income Taxes - (Continued)
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:
2010 2009
Partners'Capital for Financial Reporting Purposes $10,797,302 $11,455,465
Adjusted Tax Basis of Investments in Real Estate
Over Net Investments in Real Estate
for Financial Reporting Purposes 861,191 545,587
Income Accrued for Tax Purposes Over
Income for Financial Reporting Purposes 37,100 36,155
Property Expenses for Tax Purposes Under
Expenses for Financial Reporting Purposes 267 0
Syndication Costs Treated as Reduction
of Capital for Financial Reporting Purposes 2,418,726 2,418,726
---------- ----------
Partners' Capital for Tax Reporting Purposes $14,114,586 $14,455,933
========== ==========
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, 2010. 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 generally accepted accounting principles. 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 generally accepted accounting
principles, 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, 2010 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, 2010 based on the
criteria in Internal Control-Integrated Framework issued by the
COSO.
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.
None.
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 Robert P. Johnson, Chief Executive Officer,
President and sole director of AFM, the Individual General
Partner. AFM is a wholly owned subsidiary of AEI Capital
Corporation of which Mr. Johnson is the majority shareholder.
AFM has only one senior financial executive, its Chief Financial
Officer. The Chief Financial Officer reports directly to Mr.
Johnson and is accountable for his actions to Mr. Johnson.
Although Mr. Johnson and AFM require that all of their 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 Mr.
Johnson any deviation from these principles, because the
organization is composed of only approximately 35 individuals,
because the management of a partnership 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 maker in all
instances is Mr. Johnson, 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
Mr. Johnson, as the CEO and sole director of AFM, resolves
conflicts to the best of his ability, consistent with his
fiduciary obligations to AFM and the fiduciary obligations of AFM
to the Partnership. The director and officers of AFM are as
follows:
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(Continued)
Robert P. Johnson, age 66, is Chief Executive Officer,
President and sole director and has held these positions since
the formation of AFM in August 1994, and has been elected to
continue in these positions until December 2011. From 1970 to
the present, he has been employed exclusively in the investment
industry, specializing in limited partnership investments. In
that capacity, he has been 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 has been 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 has been president, a director and the principal
shareholder of AEI Fund Management, Inc., a real estate
management company founded by him, since 1978. Mr. Johnson is
currently a general partner or principal of the general partner
in nine limited partnerships and a managing member in five LLCs.
Patrick W. Keene, age 51, is Chief Financial Officer,
Treasurer and Secretary and has held these positions since
January 22, 2003 and has been elected to continue in these
positions until December 2011. Mr. Keene has been employed by
AEI Fund Management, Inc. and affiliated entities since 1986.
Prior to being elected to the positions above, he was Controller
of the various entities. From 1982 to 1986, Mr. Keene was with
KPMG Peat Marwick Certified Public Accountants, first as an
auditor and later as a tax manager. Mr. Keene is responsible for
all accounting functions of AFM and the registrant.
Since Mr. Johnson serves as the Individual General Partner
of the Partnership, as well as the sole director of AFM, all of
the duties that might be assigned to an audit committee are
assigned to Mr. Johnson. Mr. Johnson is not an audit committee
financial expert, as defined. As an officer and majority owner,
through a parent company, of AFM, and as the Individual General
Partner, Mr. Johnson is not a "disinterested director" and may be
subject to a number of conflicts of interests in his capacity as
sole director of AFM.
Before the independent auditors are engaged, Mr. 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, 2010. 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 2010 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.
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, 2011:
Name and Address Number of Percent
of Beneficial Owner Units Held of Class
AEI Fund Management XXI, Inc. 22 0.14%
Robert P. Johnson 0 0.00%
Patrick W. Keene 0 0.00%
Address for all: 1300 Wells Fargo Place, 30 East 7th Street,
St. Paul, Minnesota 55101
Andrea B. Currier 824.74227 5.25%
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, 2010 and 2009.
Neither the registrant, nor the Managing General Partner
of the registrant, has a board of directors consisting of any
members who are "independent." The sole director of the Managing
General Partner, Robert P. Johnson, is also the Individual
General Partner of the registrant, and is the Chief Executive
Officer, and indirectly the principal owner, 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.
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, 2010, 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 and its properties for the period from
inception through December 31, 2010.
Person or Entity Amount Incurred From
Receiving Form and Method Inception (July 31, 1996)
Compensation of Compensation To December 31, 2010
AEI Securities, Inc. Selling Commissions equal to 8% of $1,691,722
proceeds plus a 2% nonaccountable
expense allowance, most of which was
reallowed to Participating Dealers.
General Partners and Reimbursement at Cost for other $ 762,880
Affiliates Organization and Offering Costs.
General Partners and Reimbursement at Cost for all $ 503,997
Affiliates Acquisition Expenses.
General Partners and Reimbursement at Cost for providing $2,359,244
Affiliates 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.
General Partners and Reimbursement at Cost for providing $ 532,196
Affiliates services related to the disposition
of the Fund's properties.
General Partners 3% of Net Cash Flow in any fiscal year. $ 378,896
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE. (Continued)
Person or Entity Amount Incurred From
Receiving Form and Method Inception (July 31, 1996)
Compensation of Compensation To December 31, 2010
General Partners 1% of distributions of Net Proceeds of $ 26,004
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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following is a summary of the fees billed to the
Partnership by Boulay, Heutmaker, Zibell & Co. P.L.L.P. for
professional services rendered for the years ended December 31,
2010 and 2009:
Fee Category 2010 2009
Audit Fees $ 14,770 $ 14,425
Audit-Related Fees 0 0
Tax Fees 0 0
All Other Fees 0 0
--------- --------
Total Fees $ 14,770 $ 14,425
========= ========
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, Heutmaker, Zibell & Co. P.L.L.P. 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 of Independent Auditors
Before the Independent Auditors are engaged by the
Partnership to render audit or non-audit services, the engagement
is approved by Mr. Johnson acting as the Partnership's audit
committee.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) A list of the financial statements contained
herein is set forth on page 14.
(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 Net Lease Agreement dated July 14, 1999 between the
Partnership and ARAMARK Educational Resources, Inc. relating
to the Property at 2325 County Road 90 Pearland, Texas
(incorporated by reference to Exhibit 10.6 of Form 8-K filed
July 26, 1999).
10.2 Net Lease Agreement dated December 30, 2003 between the
Partnership, AEI Accredited Investor Fund 2002 Limited
Partnership and Kona Restaurant Group, Inc. relating to the
Property at 2033 Ken Pratt Boulevard., Longmont, Colorado
(incorporated by reference to Exhibit 10.23 of Form 10-KSB
filed March 30, 2004).
10.3 Assignment and Assumption of Lease dated July 15, 2004
between the Partnership, AEI Accredited Investor Fund 2002
Limited Partnership and Transugar Limited Partnership
relating to the Property at 16010 Kensington Drive, Sugar
Land, Texas (incorporated by reference to Exhibit 10.2 of
Form 8-K filed July 30, 2004).
10.4 Net Lease Agreement dated September 21, 2006 between
the Partnership, AEI Income & Growth Fund XXI Limited
Partnership and B.T. Woodlipp, Inc. relating to the Property
at 425 Galleria Drive, Johnstown, Pennsylvania (incorporated
by reference to Exhibit 10.3 of Form 10-QSB filed November
14, 2006).
10.5 Assignment and Assumption of Lease dated December 29,
2006 between the Partnership, AEI Income & Growth Fund 26
LLC and AEI Fund Management XVII, Inc. relating to the
Property at 1516 South Washington Street, Crawfordsville,
Indiana (incorporated by reference to Exhibit 10.1 of Form 8-
K filed January 8, 2007).
10.6 Assignment and Assumption of Lease dated January 19,
2007 between the Partnership, AEI Income & Growth Fund 24
LLC and AEI Fund Management, Inc. relating to the Property
at 4460 32nd Avenue South, Grand Forks, North Dakota
(incorporated by reference to Exhibit 10.2 of Form 8-K filed
January 25, 2007).
10.7 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).
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued)
31.1 Certification of Chief Executive 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.
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 Chief Executive Officer and Chief
Financial Officer of General Partner pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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 25, 2011 By: /s/ ROBERT P JOHNSON
Robert P.Johnson,
President and Director
(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/ROBERT P JOHNSON President (Principal Executive Officer) March 25, 2011
Robert P. Johnson and Sole Director of Managing General
Partner
/s/PATRICK W KEENE Chief Financial Officer and Treasurer March 25, 2011
Patrick W. Keene (Principal Accounting Officer)