Loading...
Docoh

AEI Net Lease Income & Growth Fund XX Limited Partnership

Filed: 14 Aug 20, 12:38pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  June 30, 2020
 
Commission File Number:  000-23778
 
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
 
State of Minnesota 41-1729121
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
 (651) 227-7333
(Address of principal executive offices) (Registrant’s telephone number)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes    ☐ No
 
Indicate by check mark whether the registrant has submitted electronically 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 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
☐ Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes    ☒ No
 
1

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
 
INDEX
 
 
     
  Page
Part I – Financial Information
 
    
 
Item 1.
Financial Statements (unaudited):
 
    
  
Balance Sheets as of June 30, 2020 and December 31, 2019
3
    
  
Statements for the Periods ended June 30, 2020 and 2019:
 
     
   
Income
4
     
   
Cash Flows
5
     
   
Changes in Partners’ Capital
6
     
  
Notes to Financial Statements
7 - 10
    
 
Item 2.
Management's Discussion and Analysis of Financial
 
   
Condition and Results of Operations
11 - 15
    
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
    
 
Item 4.
Controls and Procedures
16
    
Part II – Other Information
 
    
 
Item 1.
Legal Proceedings
16
    
 
Item 1A.
Risk Factors
16
    
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
    
 
Item 3.
Defaults Upon Senior Securities
17
    
 
Item 4.
Mine Safety Disclosures
17
    
 
Item 5.
Other Information
17
    
 
Item 6.
Exhibits
17
    
Signatures
18
 
2

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
BALANCE SHEETS
 
ASSETS
 
  June 30, December 31,
  2020 2019
  (unaudited)  
Current Assets:    
Cash$2,752,558 $3,000,960 
Rent Receivable 77,902  0 
Total Current Assets 2,830,460  3,000,960 
     
Real Estate Investments:    
Land 5,964,702  5,964,702 
Buildings 7,400,945  7,400,945 
Acquired Intangible Lease Assets 1,458,807  1,458,807 
Real Estate Held for Investment, at cost 14,824,454  14,824,454 
Accumulated Depreciation and Amortization (2,992,636 (2,797,120
Real Estate Held for Investment, Net 11,831,818  12,027,334 
Long-Term Rent Receivable 27,772  0 
Total Assets$14,690,050 $15,028,294 
 
LIABILITIES AND PARTNERS' CAPITAL
 
Current Liabilities:    
Payable to AEI Fund Management, Inc.$45,053 $33,872 
Distributions Payable 111,111  277,779 
Unearned Rent 0  17,873 
Total Current Liabilities 156,164  329,524 
     
Long-term Liabilities:    
Acquired Below-Market Lease Intangibles, Net 395,412  416,596 
     
Partners’ Capital:    
General Partners 39,936  41,373 
Limited Partners – 24,000 Units authorized;
   19,051 Units issued and outstanding
   as of 6/30/2020 and 12/31/2019
 14,098,538  14,240,801 
Total Partners' Capital 14,138,474  14,282,174 
Total Liabilities and Partners' Capital$14,690,050 $15,028,294 
The accompanying Notes to Financial Statements are an integral part of these statements.
3

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(unaudited)
 
 
         
  Three Months Ended June 30 Six Months Ended June 30
  2020 2019 2020 2019
         
Rental Income$265,117 $242,793 $529,866 $453,036 
         
Expenses:        
Partnership Administration – Affiliates 26,812  41,693  73,547  86,286 
Partnership Administration and Property
   Management – Unrelated Parties
 19,953  35,024  36,077  52,860 
Depreciation and Amortization 90,584  86,623  181,168  165,324 
Total Expenses 137,349  163,340  290,792  304,470 
         
Operating Income 127,768  79,453  239,074  148,566 
         
Other Income:        
Gain on Sale of Real Estate 0  0  0  1,074,040 
Interest Income 673  16,218  6,115  39,756 
Total Other Income 673  16,218  6,115  1,113,796 
         
Net Income$128,441 $95,671 $245,189 $1,262,362 
         
Net Income Allocated:        
General Partners$1,285 $957 $2,452 $12,624 
Limited Partners 127,156  94,714  242,737  1,249,738 
Total$128,441 $95,671 $245,189 $1,262,362 
         
Net Income per Limited Partnership Unit$6.67 $4.90 $12.74 $63.95 
         
Weighted Average Units Outstanding –
      Basic and Diluted
 19,051  19,320  19,051  19,543 
         
 
 
 
 
 
 
 
The accompanying Notes to Financial Statements are an integral part of these statements.
4

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(unaudited)
 
 
     
  Six Months Ended June 30
  2020 2019
Cash Flows from Operating Activities:    
Net Income$245,189 $1,262,362 
     
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
    
Depreciation and Amortization 174,332  172,611 
Gain on Sale of Real Estate 0  (1,074,040
(Increase) Decrease in Rent Receivable (105,674 50,689 
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
 11,181  9,331 
Increase (Decrease) in Unearned Rent (17,873 (13,474
Total Adjustments 61,966  (854,883
Net Cash Provided By (Used For)
   Operating Activities
 307,155  407,479 
     
Cash Flows from Investing Activities:    
Investments in Real Estate 0  (3,150,413
Proceeds from Sale of Real Estate 0  2,073,311 
Net Cash Provided By (Used For)
   Investing Activities
 0  (1,077,102
     
Cash Flows from Financing Activities:    
Distributions Paid to Partners (555,557 (1,772,732
Repurchase of Partnership Units 0  (385,726
Net Cash Provided By (Used For)
   Financing Activities
 (555,557 (2,158,458
     
Net Increase (Decrease) in Cash (248,402 (2,828,081
     
Cash, beginning of period 3,000,960  6,216,113 
     
Cash, end of period$2,752,558 $3,388,032 
     
 
 
The accompanying Notes to Financial Statements are an integral part of these statements.
5

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(unaudited)
 
 
  General Partners Limited Partners Total Limited Partnership Units Outstanding
         
Balance, December 31, 2018$43,205 $14,422,164 $14,465,369   19,765.14 
         
Distributions Declared (2,778 (275,002 (277,780  
         
Net Income 11,667  1,155,024  1,166,691   
         
Balance, March 31, 2019 52,094  15,302,186  15,354,280   19,765.14 
         
Distributions Declared (2,778 (275,000 (277,778  
         
Repurchase of Partnership Units (3,857 (381,869 (385,726  (444.97
         
Net Income 957  94,714  95,671   
         
Balance, June 30, 2019$46,416 $14,740,031 $14,786,447   19,320.17 
         
         
         
Balance, December 31, 2019$41,373 $14,240,801 $14,282,174   19,051.11 
         
Distributions Declared (2,778 (275,000 (277,778  
         
Net Income 1,167  115,581  116,748   
         
Balance, March 31, 2020 39,762  14,081,382  14,121,144   19,051.11 
         
Distributions Declared (1,111 (110,000 (111,111  
         
Net Income 1,285  127,156  128,441   
         
Balance, June 30, 2020$39,936 $14,098,538 $14,138,474   19,051.11 
         
 
 
 
 
 
 
 
 
The accompanying Notes to Financial Statements are an integral part of these statements.
6

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2020
(unaudited)
 
(1)  The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10K.
 
(2)  Organization –
 
AEI Net Lease Income & Growth Fund XX Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XX, 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 June 30, 1993 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. On January 19, 1995, the offering terminated when the maximum subscription limit of 24,000 Limited Partnership Units was reached. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $24,000,000 and $1,000, respectively.
 
During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 90% to the Limited Partners and 10% to the General Partners; provided, however, that such distributions to the General Partners will be subordinated to the Limited Partners first receiving an annual, noncumulative distribution of Net Cash Flow equal to 10% of their Adjusted Capital Contribution, as defined, and, provided further, that in no event will the General Partners receive less than 1% of such Net Cash Flow per annum. Distributions to Limited Partners will be made pro rata by Units.
 
7

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(2)  Organization – (Continued)
 
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 12% 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 12% 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 June 2014, 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 within 24 to 36 months. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On July 23, 2014, 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, 2043, as stated in the Limited Partnership Agreement. In consideration of the adverse impact COVID-19 is having on the World and U.S. economy, the General Partner believes it is in the best interest of the Partnership to continue operations. The General Partner will re-evaluate the situation in 12 to 24 months and may again submit the option to liquidate to a vote by the Limited Partners at that time.
8

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(3)  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.
 
(4)  Real Estate Investments –
 
In December 2018, the Partnership entered into an agreement to sell the KinderCare daycare center to an unrelated third party. On January 25, 2019, the sale closed with the Partnership receiving net proceeds of $2,073,311, which resulted in a net gain of $1,074,040. At the time of sale, the cost and related accumulated depreciation was $1,550,408 and $551,137, respectively.
 
On April 30, 2019, the Partnership purchased 2.36 acres of land in Fredericksburg, Virginia for $3,165,897. The Partnership allocated $499,087 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles, and allocated $444,840 to Acquired Below-Market Lease Intangibles. The land is leased to Bassett Direct NC, LLC, a subsidiary of Bassett Furniture Industries, Inc., under a lease agreement with a remaining primary term of 10.5 years (as of the date of purchase) and annual rent of $199,296. Bassett operates a Bassett Home Furnishings store on the site. Ownership of the building and improvements will transfer to the Partnership upon termination of the lease.
 
(5)  Payable to AEI Fund Management, Inc. –
 
AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
 
(6)  Partners’ Capital –
 
For the six months ended June 30, 2020 and 2019, the Partnership declared distributions of $388,889 and $555,558, respectively. The Limited Partners received distributions of $385,000 and $550,002 and the General Partners received distributions of $3,889 and $5,556 for the periods, respectively. The Limited Partners' distributions represented $20.21 and $28.14 per Limited Partnership Unit outstanding using 19,051 and 19,543 weighted average Units in 2020 and 2019, respectively. The distributions represented $12.74 and $28.14 per Unit of Net Income and $7.47 and $0.00 per Unit of return of capital in 2020 and 2019, respectively.
 
As part of the distributions discussed above, the Partnership distributed net sale proceeds of $73,865 and $194,625 in 2020 and 2019, respectively. The Limited Partners received distributions of $73,126 and $192,679 and the General Partners received distributions of $739 and $1,946 for the periods, respectively. The Limited Partners’ distributions represented $3.84 and $9.86 per Unit for the periods, respectively.
9

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(6)  Partners’ Capital – (Continued)
 
On April 1, 2020, the Partnership did not repurchase any Units from the Limited Partners. On April 1, 2019, the Partnership repurchased a total of 444.97 Units for $381,869 from 28 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. The repurchases increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $3,857 in 2019.
 
(7)  Fair Value Measurements –
 
As of June 30, 2020 and December 31, 2019, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
 
(8)  Coronavirus Outbreak –
 
During the first quarter of 2020, there was a global outbreak of a new strain of coronavirus, 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 the coronavirus. Nevertheless, the coronavirus 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 entered into rent deferral agreements with two tenants of the six properties owned by the Partnership. In June 2020, the Partnership entered into an agreement with the tenant of the Jared Jewelry store in Hanover, Maryland to defer base rent in April and May 2020. The tenant shall pay the deferred amounts in twelve equal monthly installments beginning on February 1, 2021. In April 2020, the Partnership entered into an agreement with the tenant of the Staples store in Vernon Hills, Illinois to defer base rent in May, April, and June 2020. The tenant shall pay the deferred amounts in nine equal installments beginning on February 1, 2021. The tenant of the Basset Furniture store in Fredericksburg, Virginia has not paid April, May, and June 2020 rental payments. A past due notice was sent on June 4, 2020 and a default notice was sent on June 16, 2020 to the tenant. May and June rent have been paid in the third quarter. The Partnership has elected not to account for these deferrals of rent as a lease modification under COVID-19 guidance issued by the Financial Accounting Standards Board. Deferred rent of $105,674 was recognized as rental income during the three months ended June 30, 2020 and a corresponding rent receivable was recorded. The Partnership continues to work closely with tenants to determine the best course of action to meet the tenants short-term rental needs during these unprecedented times.
10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
 
This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:
 
Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;
the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;
resolution by the General Partners of conflicts with which they may be confronted;
the success of the General Partners of locating properties with favorable risk return characteristics;
the effect of tenant defaults; and
the condition of the industries in which the tenants of properties owned by the Partnership operate.
 
Application of Critical Accounting Policies
 
The Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.
 
Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the managing partner of the Partnership.
 
Allocation of Purchase Price of Acquired Properties
 
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
 
11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
 
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
 
The determination of the fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.
 
Carrying Value of Properties
 
Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.
 
12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Allocation of Expenses
 
AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.
 
Factors Which May Influence Results of Operations
 
The Partnership is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to the recent outbreak of the coronavirus (COVID-19) in the U.S. and globally, our tenants and operating partners may be impacted. The impact of the coronavirus on our future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus, the success of actions taken to contain or treat the coronavirus, and reactions by consumers, companies, governmental entities and capital markets.
 
Results of Operations
 
For the six months ended June 30, 2020 and 2019, the Partnership recognized rental income of $529,866 and $453,036, respectively. In 2020, rental income increased due to rent received from one property acquisition in 2019 and a rent increase on one property, which was partially offset by the sale of one property in 2019. Based on the scheduled rent for the properties owned as of July 31, 2020, the Partnership expects to recognize rental income from continuing operations of approximately $1,060,000 in 2020.
 
For the six months ended June 30, 2020 and 2019, the Partnership incurred Partnership administration expenses from affiliated parties of $73,547 and $86,286, 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 $36,077 and $52,860, 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 six months ended June 30, 2020 and 2019, the Partnership recognized interest income of $6,115 and $39,756, respectively. In 2020 interest income decreased due to the Partnership having more money invested in a money market account due to property sales and higher money market interest rates in 2019.
 
13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.
 
Liquidity and Capital Resources
 
During the six months ended June 30, 2020, the Partnership's cash balances decreased $248,402 as a result of distributions paid to the Partners in excess of cash generated from operating activities. During the six months ended June 30, 2019, the Partnership's cash balances decreased $2,828,081 as a result of cash used to purchase property, and distributions paid to the Partners and cash used to repurchase Units in excess of cash generated from operating activities, which were partially offset by cash generated from the sale of property.
 
Net cash provided by operating activities decreased from $407,479 in 2019 to $307,155 in 2020 as a result of net timing differences in the collection of payments from the tenants and the payment of expenses, which was partially offset by an increase in rental income in 2020 and a decrease in Partnership administration and property management expenses in 2020.
 
The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the six months ended June 30, 2019, the Partnership generated cash flow from the sale of real estate of $2,073,311. During the same period, the Partnership expended $3,150,413 to invest in real properties as the Partnership reinvested cash generated from property sales.
 
In December 2018, the Partnership entered into an agreement to sell the KinderCare daycare center to an unrelated third party. On January 25, 2019, the sale closed with the Partnership receiving net proceeds of $2,073,311, which resulted in a net gain of $1,074,040. At the time of sale, the cost and related accumulated depreciation was $1,550,408 and $551,137, respectively.
 
On April 30, 2019, the Partnership purchased 2.36 acres of land in Fredericksburg, Virginia for $3,165,897. The land is leased to Bassett Direct NC, LLC, a subsidiary of Bassett Furniture Industries, Inc., under a lease agreement with a remaining primary term of 10.5 years (as of the date of purchase) and annual rent of $199,296. Bassett operates a Bassett Home Furnishings store on the site. Ownership of the building and improvements will transfer to the Partnership upon termination of the lease.
 
The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
 
14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
For the six months ended June 30, 2020 and 2019, the Partnership declared distributions of $388,889 and $555,558, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners received distributions of $385,000 and $550,002 and the General Partners received distributions of $3,889 and $5,556 for the periods, respectively. The Partnership has temporarily reduced distribution rates for the period ended June 30, 2020 due to rent deferral agreements entered with tenants and concerns regarding the ongoing COVID-19 situation.
 
As part of the distributions discussed above, the Partnership distributed net sale proceeds of $73,865 and $194,625 in 2020 and 2019, respectively. The Limited Partners received distributions of $73,126 and $192,679 and the General Partners received distributions of $739 and $1,946 for the periods, respectively. The Limited Partners’ distributions represented $3.84 and $9.86 per Unit for the periods, respectively.
 
The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.
 
On April 1, 2020, the Partnership did not repurchase any Units from the Limited Partners. On April 1, 2019, the Partnership repurchased a total of 444.97 Units for $381,869 from 28 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. The repurchases increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $3,857 in 2019.
 
The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.
 
Off-Balance Sheet Arrangements
 
As of June 30, 2020 and December 31, 2019, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
 
15

ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not required for a smaller reporting company.
 
ITEM 4. CONTROLS AND PROCEDURES.
 
(a)  Disclosure Controls and Procedures.
 
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.
 
(b)  Changes in Internal Control Over Financial Reporting.
 
During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.
 
ITEM 1A. RISK FACTORS.
 
Not required for a smaller reporting company.
 
16

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.
 
(a) None.
 
(b) Not applicable.
 
(c) Pursuant to Section 7.7 of the Partnership Agreement, as amended, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 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 period covered by this report, the Partnership did not purchase any Units.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not Applicable.
 
ITEM 5. OTHER INFORMATION.
 
None.
 
ITEM 6. EXHIBITS.
 
31.1
Certification of 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.
 
 
 
17

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
   
Dated:  August 13, 2020
AEI Net Lease Income & Growth Fund XX
 
Limited Partnership
 
By:
AEI Fund Management XX, Inc.
 
Its:
Managing General Partner
   
   
   
 
By:
 /s/ MARNI J NYGARD
  
Marni J. Nygard
  
President
  
(Principal Executive Officer)
   
   
   
 
By:
 /s/ KEITH E PETERSEN
  
Keith E. Petersen
  
Chief Financial Officer
  
(Principal Accounting Officer)
 
18