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AEI Income & Growth Fund XXII LTD Partnership

Document And Entity Information

Document And Entity Information3 Months Ended
Mar. 31, 2021shares
Document Information Line Items
Entity Registrant NameAEI Income & Growth Fund XXII LTD Partnership
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding12,692
Amendment Flagfalse
Entity Central Index Key0001023458
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
City Area Code651
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity Address, Address Line One30 East 7th Street, Suite 1300
Entity Address, City or TownSt. Paul
Entity Address, CountryUS
Entity Address, Postal Zip Code55101
Entity File Number000-24003
Entity Incorporation, State or Country CodeMN
Entity Interactive Data CurrentYes
Entity Tax Identification Number41-1848181
Local Phone Number227-7333
No Trading Symbol Flagtrue
Security Exchange NameNONE
Title of 12(g) SecurityLimited Partnership Units

Balance Sheet

Balance Sheet - USD ($)Mar. 31, 2021Dec. 31, 2020
Current Assets:
Cash $ 1,815,962 $ 1,802,014
Real Estate Investments:
Land1,867,879 1,867,879
Buildings5,543,826 5,543,826
Acquired Intangible Lease Assets1,181,359 1,181,359
Real Estate Held for Investment, at cost8,593,064 8,593,064
Accumulated Depreciation and Amortization(2,389,374)(2,305,252)
Real Estate Held for Investment, Net6,203,690 6,287,812
Total Assets8,019,652 8,089,826
Current Liabilities:
Payable to AEI Fund Management, Inc.16,462 6,066
Distributions Payable109,280 109,279
Unearned Rent13,897 0
Total Current Liabilities139,639 115,345
Partners’ Capital:
General Partners5,722 8,557
Limited Partners – 24,000 Units authorized; 12,692 Units issued and outstanding as of 3/31/2021 and 12/31/20207,874,291 7,965,924
Total Partners' Capital7,880,013 7,974,481
Total Liabilities and Partners' Capital $ 8,019,652 $ 8,089,826

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals) - Limited Partner [Member] - sharesMar. 31, 2021Dec. 31, 2020
Limited Partners, units authorized24,000 24,000
Limited Partners, units issued12,692 12,692
Limited Partners, units outstanding12,692 12,692

Statement of Income

Statement of Income - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Income Statement [Abstract]
Rental Income $ 126,973 $ 116,046
Expenses:
Partnership Administration – Affiliates28,245 30,685
Partnership Administration and Property Management – Unrelated Parties15,794 13,560
Depreciation and Amortization68,555 51,981
Total Expenses112,594 96,226
Operating Income14,379 19,820
Other Income:
Interest Income433 7,027
Net Income14,812 26,847
Net Income Allocated:
General Partners444 805
Limited Partners $ 14,368 $ 26,042
Net Income per Limited Partnership Unit (in Dollars per share) $ 1.13 $ 2.05
Weighted Average Units Outstanding – Basic and Diluted (in Shares)12,692 12,692

Statement of Cash Flows

Statement of Cash Flows - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Cash Flows from Operating Activities:
Net Income $ 14,812 $ 26,847
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization84,122 64,419
Increase (Decrease) in Payable to AEI Fund Management, Inc.10,396 (993)
Increase (Decrease) in Unearned Rent13,897 0
Total Adjustments108,415 63,426
Net Cash Provided By (Used For) Operating Activities123,227 90,273
Cash Flows from Financing Activities:
Distributions Paid to Partners(109,279)(136,599)
Net Increase (Decrease) in Cash13,948 (46,326)
Cash, beginning of period1,802,014 3,725,349
Cash, end of period $ 1,815,962 $ 3,679,023

Statement of Changes in Partner

Statement of Changes in Partners' Capital - USD ($)General Partner [Member]Limited Partner [Member]Total
Balance at Dec. 31, 2019 $ 14,876 $ 7,953,942 $ 7,968,818
Balance (in Shares) at Dec. 31, 201912,691.78
Balance at Mar. 31, 202011,583 $ 7,847,483 7,859,066
Balance (in Shares) at Mar. 31, 202012,691.78
Distributions Declared(4,098) $ (132,501)(136,599)
Net Income805 26,042 26,847
Balance at Dec. 31, 20208,557 $ 7,965,924 7,974,481
Balance (in Shares) at Dec. 31, 202012,692
Balance at Mar. 31, 20215,722 $ 7,874,291 7,880,013
Balance (in Shares) at Mar. 31, 202112,692
Distributions Declared(3,279) $ (106,001)(109,280)
Net Income $ 444 $ 14,368 $ 14,812

Basis of Accounting

Basis of Accounting3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Accounting [Text Block](1) The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10K.

Organization

Organization3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block](2) Organization –
AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. Robert P. Johnson, the Chief Executive Officer 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 and his wife own a majority interest. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.
The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The offering terminated January 9, 1999 when the extended offering period ended. The Partnership received subscriptions for 16,917.222 Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.
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.
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.
In May 2015, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On June 17, 2015, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block](3) Recently Issued Accounting Pronouncements –
In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Partnership would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance.
During the year ended December 31, 2020, the Partnership did not provide lease concessions to tenants in response to the impact of COVID-19, in the form of rent deferrals. The Partnership has made an election to account for such potential lease concessions consistent with how those concessions would be accounted for under lease guidance if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

Real Estate Investments

Real Estate Investments3 Months Ended
Mar. 31, 2021
Real Estate [Abstract]
Real Estate Disclosure [Text Block](4) Real Estate Investments –
In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032. As part of the agreement, the Partnership paid a tenant improvement allowance of $42,500 that was capitalized.
In May 2020, the Partnership reached an agreement to sell its 34% interest in the PetSmart store to an unrelated third party. On July 28, 2020, the sale closed with the Partnership receiving net proceeds of $934,224, which resulted in a net gain of $324,442. At the time of sale, the cost and related accumulated depreciation and amortization was $867,000 and $257,218, respectively.
On July 31, 2020, the Partnership purchased a 50% interest in a Talecris plasma facility in Dallas, Texas for $2,746,350. The Partnership allocated $452,929 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $284,438 and above-market lease intangibles of $168,491. The property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase) and annual rent of $182,035. The remaining interest in this property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.
The Partnership owns a 28% interest in a Staples store in Clermont, Florida. The remaining interests in the property are owned by affiliates of the Partnership. On July 17, 2020, the lease term ended, and the tenant returned possession of the property to the owners. While the property is vacant, the Partnership is responsible for its 28% share of real estate taxes and other costs associated with maintaining the property. The owners have listed the property for sale or lease with a real estate broker in the Clermont area. The annual rent from this property represented approximately 15% of the total annual rent of the Partnership’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Partnership’s cash flow. However, at this time, the Partnership does not anticipate the need to further reduce its regular quarterly cash distribution rate.

Payable to AEI Fund Management,

Payable to AEI Fund Management, Inc.3 Months Ended
Mar. 31, 2021
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block](5) Payable to AEI Fund Management, Inc. –
AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

Partners' Capital

Partners' Capital3 Months Ended
Mar. 31, 2021
Partners' Capital Notes [Abstract]
Partners' Capital Notes Disclosure [Text Block](6) Partners’ Capital –
For the three months ended March 31, 2021 and 2020, the Partnership declared distributions of $109,280 and $136,599, respectively. The Limited Partners received distributions of $106,001 and $132,501 and the General Partners received distributions of $3,279 and $4,098 for the periods, respectively. The Limited Partners' distributions represented $8.35 and $10.44 per Limited Partnership Unit outstanding using 12,692 weighted average Units for both periods. The distributions represented $1.13 and $2.05 per Unit of Net Income and $7.22 and $8.39 per Unit of return of capital in 2021 and 2020, respectively.

Fair Value Measurements

Fair Value Measurements3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block](7) Fair Value Measurements –
As of March 31, 2021 and December 31, 2020, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

Coronavirus Outbreak -

Coronavirus Outbreak -3 Months Ended
Mar. 31, 2021
Coronavirus Outbreak Policy [Abstract]
CoronavirusOutbreakPolicyTextBlock(8) COVID-19 Outbreak –
During the first quarter of 2020, there was a global outbreak of COVID-19 which continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines, placing restrictions on travel, and limiting hours of operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as retail, restaurants and transportation. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID19 presents material uncertainty and risk with respect to the Partnership’s performance and financial results, such as the potential negative impact to the tenants of its properties, the potential closure of certain of its properties, increased costs of operations, decrease in values of its properties, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Up to the date of this filing, the Partnership has not received modification rent requests from any tenant of the five properties owned by the Partnership. All rent has been paid in full by each tenant.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Distribution Policy, Members or Limited Partners, DescriptionDuring 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.
Key Provisions of Operating or Partnership Agreement, DescriptionFor 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. 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
Accounting Standards Update and Change in Accounting Principle [Text Block]In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Partnership would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance.
During the year ended December 31, 2020, the Partnership did not provide lease concessions to tenants in response to the impact of COVID-19, in the form of rent deferrals. The Partnership has made an election to account for such potential lease concessions consistent with how those concessions would be accounted for under lease guidance if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.
CoronavirusOutbreakTextBlockDuring the first quarter of 2020, there was a global outbreak of COVID-19 which continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines, placing restrictions on travel, and limiting hours of operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as retail, restaurants and transportation. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID19 presents material uncertainty and risk with respect to the Partnership’s performance and financial results, such as the potential negative impact to the tenants of its properties, the potential closure of certain of its properties, increased costs of operations, decrease in values of its properties, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Up to the date of this filing, the Partnership has not received modification rent requests from any tenant of the five properties owned by the Partnership. All rent has been paid in full by each tenant.

Organization (Details)

Organization (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020Mar. 31, 2020Dec. 31, 2019Jan. 09, 1999May 01, 1997
Limited Partner [Member]
Organization (Details) [Line Items]
Capital Units, Value $ 1,000
Limited Partners' Capital Account, Units Outstanding (in Shares)12,692 12,692 12,691.7812,691.7816,917.222 1,500
Limited Partners' Contributed Capital $ 16,917,222 $ 1,500,000
General Partner [Member]
Organization (Details) [Line Items]
General Partners' Contributed Capital $ 1,000

Real Estate Investments (Detail

Real Estate Investments (Details) - USD ($)Jul. 31, 2020Jul. 28, 2020Apr. 01, 2020Jul. 30, 2021
PetSmart Galveston TX
Real Estate Investments (Details) [Line Items]
Average Lease TermIn April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032
Payments for Tenant Improvements $ 42,500
Disposal DateJul. 28,
2020
Proceeds from Sale of Real Estate $ 934,224
Gain (Loss) on Disposition of Assets324,442
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Cost of Investment in Real Estate Sold867,000
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation $ 257,218
Talecris Dallas TX
Real Estate Investments (Details) [Line Items]
Average Lease TermThe property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase)
Business Acquisition, Effective Date of AcquisitionJul. 31,
2020
Payments to Acquire Real Estate $ 2,746,350
Finite-lived Intangible Assets Acquired452,929
Revenue from Contract with Customer, Excluding Assessed Tax $ 182,035
Talecris Dallas TX | Leases, Acquired-in-Place [Member]
Real Estate Investments (Details) [Line Items]
Finite-Lived Intangible Asset, Acquired-in-Place Leases284,438
Talecris Dallas TX | Above Market Leases [Member]
Real Estate Investments (Details) [Line Items]
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross $ 168,491

Partners' Capital (Details)

Partners' Capital (Details) - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared $ 109,280 $ 136,599
Limited Partner [Member]
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared $ 106,001 $ 132,501
Distribution Made to Limited Partner, Distributions Declared, Per Unit $ 8.35 $ 10.44
Weighted Average Limited Partnership Units Outstanding, Basic12,692 12,692
DistributionsPerUnitOfNetIncome $ 1.13 $ 2.05
DistributionsPerUnitOfReturnOfCapital $ 7.22 $ 8.39
General Partner [Member]
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared $ 3,279 $ 4,098