Docoh
Loading...

AEI Net Lease Income & Growth Fund XX Limited Partnership

Filed: 12 Nov 21, 3:14pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  September 30, 2021
 
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)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
NONE NONE NONE
 
Securities registered pursuant to Section 12(g) of the Act:
 Limited Partnership Units 
 (Title of class) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes    ☐ No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes    ☐ No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
☐ Large accelerated filer☐ Accelerated filer
☒ Non-accelerated filer☒ Smaller reporting company
☐ Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes    ☒ No   
 
As of September 30, 2021, there were 18,319.53 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.
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 September 30, 2021 and December 31, 2020
3
    
  
Statements for the Periods ended September 30, 2021 and 2020:
 
     
   
Income
4
     
   
Cash Flows
5
     
   
Changes in Partners’ Capital
6
     
  
Notes to Financial Statements
7 - 12
    
 
Item 2.
Management's Discussion and Analysis of Financial
 
   
Condition and Results of Operations
12 - 18
    
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
18
    
 
Item 4.
Controls and Procedures
18
    
Part II – Other Information
 
    
 
Item 1.
Legal Proceedings
19
    
 
Item 1A.
Risk Factors
19
    
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
    
 
Item 3.
Defaults Upon Senior Securities
19
    
 
Item 4.
Mine Safety Disclosures
19
    
 
Item 5.
Other Information
19
    
 
Item 6.
Exhibits
20
    
Signatures
20
 
2

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
BALANCE SHEETS
 
ASSETS
 
  September 30, December 31,
  2021 2020
  (unaudited)  
Current Assets:    
Cash$9,578,818$2,882,411
Rent Receivable 11,330 84,778
Total Current Assets 9,590,148 2,967,189
     
Real Estate Investments:    
Land 1,161,052 5,964,702
Buildings 1,763,542 7,400,945
Acquired Intangible Lease Assets 475,411 1,458,807
Real Estate Held for Investment, at cost 3,400,005 14,824,454
Accumulated Depreciation and Amortization (1,297,244) (3,188,152)
Real Estate Held for Investment, Net 2,102,761 11,636,302
 
Long-Term Rent Receivable
 
 
0
 
 
2,833
Total Assets$11,692,909$14,606,324
 
LIABILITIES AND PARTNERS' CAPITAL
 
Current Liabilities:    
Payable to AEI Fund Management, Inc.$54,470$32,474
Distributions Payable 4,237,173 198,381
Unearned Rent 0 17,873
Total Current Liabilities 4,291,643 248,728
     
Long-Term Liabilities:    
Acquired Below-Market Lease Intangibles, Net 0 374,228
     
Partners’ Capital:    
General Partners 8,125 38,384
Limited Partners – 24,000 Units authorized;
   18,319.53 and 19,051.11 Units issued and outstanding
   as of 9/30/2021 and 12/31/2020
 7,393,141 13,944,984
Total Partners' Capital 7,401,266 13,983,368
Total Liabilities and Partners' Capital$11,692,909$14,606,324
 
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 September 30 Nine Months Ended September 30
  2021 2020 2021 2020
         
Rental Income$129,048$265,118$632,345$794,984
         
Expenses:        
Partnership Administration – Affiliates 26,789 46,508 100,401 120,055
Partnership Administration and Property
   Management – Unrelated Parties
 11,194 9,900 55,596 45,977
Depreciation and Amortization 19,507 90,584 174,647 271,752
Real Estate Impairment 0 0 546,923 0
Total Expenses 57,490 146,992 877,567 437,784
         
Operating Income (Loss) 71,558 118,126 (245,222) 357,200
         
Other Income:        
Gain (Loss) on Sale of Real Estate (59,018) 0 853,999 0
Interest Income 1,791 699 3,381 6,814
Total Other Income (Loss) (57,227) 699 857,380 6,814
         
Net Income$14,331$118,825$612,158$364,014
         
Net Income (Loss) Allocated:        
General Partners$35,706$1,188$41,684$3,640
Limited Partners (21,375) 117,637 570,474 360,374
Total$14,331$118,825$612,158$364,014
         
Net Income (Loss) per Limited Partnership Unit$(1.17)$6.17$30.73$18.92
         
Weighted Average Units Outstanding –
      Basic and Diluted
 18,320 19,051 18,563 19,051
         
 
 
 
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)
 
 
     
  Nine Months Ended September 30
  2021 2020
Cash Flows from Operating Activities:    
Net Income$612,158$364,014
     
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
    
Depreciation and Amortization 178,519 261,498
Real Estate Impairment 546,923 0
Gain on Sale of Real Estate (853,999) 0
(Increase) Decrease in Rent Receivable 76,281 (87,611)
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
 21,996 10,080
Increase (Decrease) in Unearned Rent (17,873) 0
Total Adjustments (48,153) 183,967
Net Cash Provided By (Used For)
   Operating Activities
 564,005 547,981
     
Cash Flows from Investing Activities:    
Proceeds from Sale of Real Estate 9,287,870 0
     
Cash Flows from Financing Activities:    
Distributions Paid to Partners (2,613,738) (666,668)
Repurchase of Partnership Units (541,730) 0
Net Cash Provided By (Used For)
   Financing Activities
 (3,155,468) (666,668)
     
Net Increase (Decrease) in Cash 6,696,407 (118,687)
     
Cash, beginning of period 2,882,411 3,000,960
     
Cash, end of period$9,578,818$2,882,273
     
 
 
 
 
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, 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
 
        
Distributions Declared (1,984) (196,397) (198,381)  
Net Income 1,188 117,637 118,825  
         
Balance, September 30, 2020$39,140$14,019,778$14,058,918 19,051.11
         
         
         
Balance, December 31, 2020$38,384$13,944,984$13,983,368 19,051.11
         
Distributions Declared (1,984) (196,397) (198,381)  
Net Income 1,057 104,638 105,695  
         
Balance, March 31, 2021 37,457 13,853,225 13,890,682 19,051.11
         
Distributions Declared (22,170) (2,194,806) (2,216,976)  
Repurchase of Partnership Units (5,417) (536,313) (541,730) (731.58)
Net Income 4,921 487,211 492,132  
         
Balance, June 30, 2021 14,791 11,609,317 11,624,108 18,319.53
         
Distributions Declared (42,372) (4,194,801) (4,237,173)  
Net Income (Loss) 35,706 (21,375) 14,331  
         
Balance, September 30, 2021$8,125$7,393,141$7,401,266 18,319.53
         
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
SEPTEMBER 30, 2021
(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. The Estate of Robert P. Johnson serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Estate of Robert Johnson and Patricia Johnson, the wife of the deceased, 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 January 2021, 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 March 3, 2021, the proposal was approved with a majority of Units voting in favor of the proposal. As a result, the Managing General Partner is proceeding with the planned liquidation of the Partnership.
8

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(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 provided lease concessions to certain 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 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.
 
Substantially, all of the Partnership’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Partnership is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Partnership increases its rent receivables as tenant payments accrue and continues to recognize rental income. During the year ended December 31, 2020, the Partnership has entered into lease modifications that deferred $87,611, which was recognized as rental income for those deferred months in 2020. The rent receivable related to these rental deferrals is $11,330 as of September 30, 2021.
 
(4)  Real Estate Investments –
 
In March 2021, the Partnership entered into an agreement to sell the Dollar Tree store in Indianapolis, Indiana to an unrelated third party. On April 20, 2021, the sale closed with the Partnership receiving net proceeds of $1,608,689, which resulted in a net gain of $187,451. At the time of sale, the cost and related accumulated depreciation and amortization was $1,739,074 and $317,836, respectively.
 
In May 2021, the Partnership entered into an agreement to sell the Fresenius Medical Center in Green, Ohio to an unrelated third party. On June 29, 2021, the sale closed with the Partnership receiving net proceeds of $2,560,199, which resulted in a net gain of $725,566. At the time of sale, the cost and related accumulated depreciation and amortization was $2,360,000 and $525,367, respectively.
 
9

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(4)  Real Estate Investments – (Continued)
 
In May 2021, the Partnership entered into an agreement to sell 2.36 acres of land in Fredericksburg, Virginia to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the land was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $133,134 was recognized, which was the difference between the carrying value at June 30, 2021 of $3,155,134 and the estimated fair value of $3,022,000. The charge was recorded against the cost of the land. On July 23, 2021, the sale closed with the Partnership receiving net proceeds of $3,010,150, which resulted in a net loss of $11,850. At the time of sale, the cost and related accumulated amortization was $3,032,763 and $10,763, respectively.
 
In July 2021, the Partnership entered into an agreement to sell its 70% interest in the Staples retail store in Vernon Hills, Illinois to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the Staples store was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $413,789 was recognized which was the difference between the carrying value at June 30, 2021 of $2,569,789 and the estimated fair value of $2,156,000. The charge was recorded against the cost of the land and building. On September 10, 2021, the sale closed with the Partnership receiving net proceeds of 2,108,832, which resulted in a net loss of $47,168. At the time of the sale, the cost and related accumulated depreciation and amortization was $3,300,849 and $1,144,849, respectively.
 
In July 2021, the Partnership entered into an agreement with the tenant of the Jared Jewelry store in Hanover, Maryland to extend the lease term seven years to end on January 21, 2029. As part of the agreement, the annual rent will decrease from $224,340 to $167,500 effective February 1, 2022.
 
(5)  Payable to AEI Fund Management, Inc. –
 
AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
 
(6)  Partners’ Capital –
 
For the nine months ended September 30, 2021 and 2020, the Partnership declared distributions of $6,652,530 and $587,270, respectively. The Limited Partners were allocated distributions of $6,586,004 and $581,397 and the General Partners were allocated distributions of $66,526 and $5,873 for the periods, respectively. The Limited Partners' distributions represented $354.79 and $30.52 per Limited Partnership Unit outstanding using 18,563 and 19,051 weighted average Units in 2021 and 2020, respectively. The distributions represented $30.73 and $18.92 per Unit of Net Income and $324.06 and $11.60 per Unit of return of capital in 2021 and 2020, respectively.
 
10

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(6)  Partners’ Capital – (Continued)
 
As part of the distributions discussed above, the Partnership distributed net sale proceeds of $6,060,606 and $73,865 in 2021 and 2020, respectively. The Limited Partners were allocated distributions of $6,000,000 and $73,126 and the General Partners were allocated distributions of $60,606 and $739 for the periods, respectively. The Limited Partners’ distributions represented $327.52 and $3.84 per Unit for the periods, respectively.
 
For the nine months ended September 30, 2021, the Partnership repurchased a total of 731.58 Units for $536,313 from 34 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sales proceeds. For the nine months ended September 30, 2020, the Partnership did not repurchase any Units from the Limited Partners. 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 $5,417 in 2021.
 
(7)  Fair Value Measurements –
 
As of September 30, 2021 and December 31, 2020, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis. The Partnership had the following nonfinancial assets measured on a nonrecurring basis that were recorded at fair value during 2021.
 
The 2.36 acres of land in Fredericksburg, Virginia with a carrying value of $3,155,134 at June 30, 2021 was written down to its estimated fair value of $3,022,000 after completing our long-lived asset valuation analysis. The resulting impairment charge of $133,134 was included in earnings for the second quarter of 2021. The fair value of the property was based upon a signed purchase agreement, which is considered a Level 2 input in the valuation hierarchy.
 
The Staples store in Vernon Hills, Illinois with a carrying value of $2,569,789 at June 30, 2021 was written down to its estimated fair value of $2,156,000 after completing our long-lived asset valuation analysis. The resulting impairment charge of $413,789 was included in earnings for the second quarter of 2021. The fair value of the property was based upon a signed purchase agreement, which is considered a Level 2 input in the valuation hierarchy.
 
11

AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
 
(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 entered into rent deferral agreements with two tenants of the four 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 started paying 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 started paying the deferred amounts in nine equal installments beginning on February 1, 2021.
 
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.
12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Application of Critical Accounting Policies
 
The Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.
 
Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the managing partner of the Partnership.
 
Allocation of Purchase Price of Acquired Properties
 
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
 
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
 
13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
 
The determination of the relative fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.
 
Carrying Value of Properties
 
Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.
 
Allocation of Expenses
 
AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.
 
14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Factors Which May Influence Results of Operations
 
The Partnership is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to the outbreak of the coronavirus (COVID-19) in the U.S. and globally, our tenants and operating partners may be impacted. See Note 8 on COVID-19 effect on our operations. The impact of COVID-19 on our future results could still be significant and will largely depend on continuing developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, the success of actions taken to contain or treat COVID-19, and reactions by consumers, companies, governmental entities and capital markets.
 
Results of Operations
 
For the nine months ended September 30, 2021 and 2020, the Partnership recognized rental income of $632,345 and $794,984, respectively. In 2021, rental income decreased due to the sale of four properties. Based on the scheduled rent for the properties owned as of October 31, 2021, the Partnership expects to recognize rental income of approximately $733,000 in 2021.
 
For the nine months ended September 30, 2021 and 2020, the Partnership incurred Partnership administration expenses from affiliated parties of $100,401 and $120,055, 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 $55,596 and $45,977, 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 nine months ended September 30, 2021 and 2020, the Partnership recognized interest income of $3,381 and $6,814, 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.
 
15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Liquidity and Capital Resources
 
During the nine months ended September 30, 2021, the Partnership's cash balances increased $6,696,407 as a result of cash generated from the sale of property, which was partially offset by distributions paid to the Partners and cash used to repurchase Units in excess of cash generated from operating activities. During the nine months ended September 30, 2020, the Partnership's cash balances decreased $118,687 as a result of distributions paid to the Partners in excess of cash generated from operating activities.
 
Net cash provided by operating activities increased from $547,981 in 2020 to $564,005 in 2021 as a result of net timing differences in the collection of payments from the tenants and the payment of expenses and a decrease in Partnership administration and property management expenses in 2021, which was partially offset by a decrease in total rental and interest income in 2021.
 
The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the nine months ended September 30, 2021, the Partnership generated cash flow from the sale of real estate of $9,287,870.
 
In March 2021, the Partnership entered into an agreement to sell the Dollar Tree store in Indianapolis, Indiana to an unrelated third party. On April 20, 2021, the sale closed with the Partnership receiving net proceeds of $1,608,689, which resulted in a net gain of $187,451. At the time of sale, the cost and related accumulated depreciation and amortization was $1,739,074 and $317,836, respectively.
 
In May 2021, the Partnership entered into an agreement to sell the Fresenius Medical Center in Green, Ohio to an unrelated third party. On June 29, 2021, the sale closed with the Partnership receiving net proceeds of $2,560,199, which resulted in a net gain of $725,566. At the time of sale, the cost and related accumulated depreciation and amortization was $2,360,000 and $525,367, respectively.
 
In May 2021, the Partnership entered into an agreement to sell 2.36 acres of land in Fredericksburg, Virginia to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the land was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $133,134 was recognized, which was the difference between the carrying value at June 30, 2021 of $3,155,134 and the estimated fair value of $3,022,000. The charge was recorded against the cost of the land. On July 23, 2021, the sale closed with the Partnership receiving net proceeds of 3,010,150, which resulted in a net loss of $11,850. At the time of sale, the cost and related accumulated amortization was $3,032,763 and $10,763, respectively.
 
16

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
In July 2021, the Partnership entered into an agreement to sell its 70% interest in the Staples retail store in Vernon Hills, Illinois to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the Staples store was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $413,789 was recognized which was the difference between the carrying value at June 30, 2021 of $2,569,789 and the estimated fair value of $2,156,000. The charge was recorded against the cost of the land and building. On September 10, 2021, the sale closed with the Partnership receiving net proceeds of 2,108,832, which resulted in a net loss of $47,168. At the time of the sale, the cost and related accumulated amortization was $3,300,849 and $1,144,849 respectively.
 
The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
 
For the nine months ended September 30, 2021 and 2020, the Partnership declared distributions of $6,652,530 and $587,270, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners were allocated distributions of $6,586,004 and $581,397 and the General Partners were allocated distributions of $66,526 and $5,873 for the periods, respectively. The Partnership temporarily reduced distribution rates for the three month periods ended June 30 and September 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 $6,060,606 and $73,865 in 2021 and 2020, respectively. The Limited Partners received distributions of $6,000,000 and $73,126 and the General Partners received distributions of $60,606 and $739 for the periods, respectively. The Limited Partners’ distributions represented $327.52 and $3.84 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.
 
17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
For the nine months ended September 30, 2021, the Partnership repurchased a total of 731.58 Units for $536,313 from 34 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sales proceeds. For the nine months ended September 30, 2020, the Partnership did not repurchase any Units from the Limited Partners. 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 $5,417 in 2021.
 
The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.
 
Off-Balance Sheet Arrangements
 
As of September 30, 2021 and December 31, 2020, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
 
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not required for a smaller reporting company.
 
ITEM 4. CONTROLS AND PROCEDURES.
 
(a)  Disclosure Controls and Procedures.
 
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.
 
(b)  Changes in Internal Control Over Financial Reporting.
 
During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
18

PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.
 
ITEM 1A. RISK FACTORS.
 
Not required for a smaller reporting company.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.
 
(a) None.
 
(b) Not applicable.
 
(c) Pursuant to Section 7.7 of the Partnership Agreement, 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.
 
19

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.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
   
Dated:  November 10, 2021
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)
 
20

iso4217:USD xbrli:shares