State of Minnesota
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41-1848181
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
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(651) 227-7333
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(Address of principal executive offices)
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(Registrant’s telephone number)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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o Large accelerated filer
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o Accelerated filer
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o Non-accelerated filer
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x Smaller reporting company
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Page
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||||
Part I – Financial Information
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||||
Item 1.
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Financial Statements:
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|||
Balance Sheets as of March 31, 2015 and December 31, 2014
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3
|
|||
Statements for the Three Months ended March 31, 2015 and 2014:
|
||||
Income
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4
|
|||
Cash Flows
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5
|
|||
Changes in Partners’ Capital (Deficit)
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6
|
|||
Notes to Financial Statements
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7 - 9
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|||
Item 2.
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Management's Discussion and Analysis of Financial
|
|||
Condition and Results of Operations
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10 - 14
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|||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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15
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||
Item 4.
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Controls and Procedures
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15
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||
Part II – Other Information
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||||
Item 1.
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Legal Proceedings
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15
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||
Item 1A.
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Risk Factors
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15
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||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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16
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||
Item 3.
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Defaults Upon Senior Securities
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16
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||
Item 4.
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Mine Safety Disclosures
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16
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||
Item 5.
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Other Information
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16
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||
Item 6.
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Exhibits
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16
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||
Signatures
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17
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March 31,
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December 31,
|
|||||||
2015
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2014
|
|||||||
(unaudited)
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 1,282,822 | $ | 1,246,487 | ||||
Real Estate Investments:
|
||||||||
Land
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2,367,033 | 2,367,033 | ||||||
Buildings
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6,628,822 | 6,628,822 | ||||||
Acquired Intangible Lease Assets
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932,882 | 932,882 | ||||||
Real Estate Held for Investment, at cost
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9,928,737 | 9,928,737 | ||||||
Accumulated Depreciation and Amortization
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(1,886,416 | ) | (1,796,867 | ) | ||||
Real Estate Held for Investment, Net
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8,042,321 | 8,131,870 | ||||||
Real Estate Held for Sale
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550,000 | 550,000 | ||||||
Total Real Estate Investments
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8,592,321 | 8,681,870 | ||||||
Total Assets
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$ | 9,875,143 | $ | 9,928,357 |
Current Liabilities:
|
||||||||
Payable to AEI Fund Management, Inc.
|
$ | 54,234 | $ | 26,900 | ||||
Distributions Payable
|
132,061 | 134,022 | ||||||
Unearned Rent
|
30,452 | 9,058 | ||||||
Total Current Liabilities
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216,747 | 169,980 | ||||||
Partners’ Capital (Deficit):
|
||||||||
General Partners
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(7,151 | ) | (4,151 | ) | ||||
Limited Partners – 24,000 Units authorized;
15,134 Units issued and outstanding
as of 3/31/15 and 12/31/14
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9,665,547 | 9,762,528 | ||||||
Total Partners' Capital
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9,658,396 | 9,758,377 | ||||||
Total Liabilities and Partners' Capital
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$ | 9,875,143 | $ | 9,928,357 |
Three Months Ended March 31
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||||||||
2015
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2014
|
|||||||
Rental Income
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$ | 179,411 | $ | 177,978 | ||||
Expenses:
|
||||||||
Partnership Administration – Affiliates
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39,783 | 37,915 | ||||||
Partnership Administration and Property
Management – Unrelated Parties
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14,660 | 10,941 | ||||||
Depreciation and Amortization
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77,111 | 77,111 | ||||||
Total Expenses
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131,554 | 125,967 | ||||||
Operating Income
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47,857 | 52,011 | ||||||
Other Income:
|
||||||||
Interest Income
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886 | 1,111 | ||||||
Income From Continuing Operations
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48,743 | 53,122 | ||||||
Loss from Discontinued Operations
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(16,663 | ) | (6,036 | ) | ||||
Net Income
|
$ | 32,080 | $ | 47,086 | ||||
Net Income Allocated:
|
||||||||
General Partners
|
$ | 962 | $ | 1,413 | ||||
Limited Partners
|
31,118 | 45,673 | ||||||
Total
|
$ | 32,080 | $ | 47,086 | ||||
Income (Loss) per Limited Partnership Unit:
|
||||||||
Continuing Operations
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$ | 3.13 | $ | 3.33 | ||||
Discontinued Operations
|
(1.07 | ) | (.38 | ) | ||||
Total – Basic and Diluted
|
$ | 2.06 | $ | 2.95 | ||||
Weighted Average Units Outstanding –
Basic and Diluted
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15,134 | 15,486 | ||||||
Three Months Ended March 31
|
||||||||
2015
|
2014
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income
|
$ | 32,080 | $ | 47,086 | ||||
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
|
||||||||
Depreciation and Amortization
|
89,549 | 89,550 | ||||||
Increase (Decrease) in Payable to
AEI Fund Management, Inc.
|
27,334 | (4,630 | ) | |||||
Increase (Decrease) in Unearned Rent
|
21,394 | 21,054 | ||||||
Total Adjustments
|
138,277 | 105,974 | ||||||
Net Cash Provided By (Used For)
Operating Activities
|
170,357 | 153,060 | ||||||
Cash Flows from Financing Activities:
|
||||||||
Distributions Paid to Partners
|
(134,022 | ) | (228,023 | ) | ||||
Net Increase (Decrease) in Cash
|
36,335 | (74,963 | ) | |||||
Cash, beginning of period
|
1,246,487 | 1,629,308 | ||||||
Cash, end of period
|
$ | 1,282,822 | $ | 1,554,345 | ||||
General Partners
|
Limited Partners
|
Total
|
Limited Partnership Units Outstanding
|
|||||||||||||
Balance, December 31, 2013
|
$ | 9,608 | $ | 10,390,700 | $ | 10,400,308 | 15,485.67 | |||||||||
Distributions Declared
|
(4,538 | ) | (180,401 | ) | (184,939 | ) | ||||||||||
Net Income
|
1,413 | 45,673 | 47,086 | |||||||||||||
Balance, March 31, 2014
|
$ | 6,483 | $ | 10,255,972 | $ | 10,262,455 | 15,485.67 | |||||||||
Balance, December 31, 2014
|
$ | (4,151 | ) | $ | 9,762,528 | $ | 9,758,377 | 15,134.26 | ||||||||
Distributions Declared
|
(3,962 | ) | (128,099 | ) | (132,061 | ) | ||||||||||
Net Income
|
962 | 31,118 | 32,080 | |||||||||||||
Balance, March 31, 2015
|
$ | (7,151 | ) | $ | 9,665,547 | $ | 9,658,396 | 15,134.26 | ||||||||
2015
|
2014
|
|||
Rental Income
|
$
|
1,697
|
$
|
0
|
Property Management Expenses
|
(18,360)
|
(6,036)
|
||
Loss from Discontinued Operations
|
$
|
(16,663)
|
$
|
(6,036)
|
2015
|
2014
|
|||
Cash Flows from Discontinued Operations:
|
||||
Operating Activities
|
$
|
(16,663)
|
$
|
(6,036)
|
|
—
|
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.
|
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.
|
Dated: May 13, 2015
|
AEI Income & Growth Fund XXII
|
|
Limited Partnership
|
||
By:
|
AEI Fund Management XXI, Inc.
|
|
Its:
|
Managing General Partner
|
|
By:
|
/s/ ROBERT P JOHNSON | |
Robert P. Johnson
|
||
President
|
||
(Principal Executive Officer)
|
||
By:
|
/s/ PATRICK W KEENE | |
Patrick W. Keene
|
||
Chief Financial Officer
|
||
(Principal Accounting Officer)
|
Date: May 13, 2015
|
/s/ ROBERT P JOHNSON |
Robert P. Johnson, President
|
|
AEI Fund Management XXI, Inc.
|
|
Managing General Partner
|
Date: May 13, 2015
|
/s/ PATRICK W KEENE |
Patrick W. Keene, Chief Financial Officer
|
|
AEI Fund Management XXI, Inc.
|
|
Managing General Partner
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ ROBERT P JOHNSON | ||
Robert P. Johnson, President
|
||
AEI Fund Management XXI, Inc.
|
||
Managing General Partner
|
||
May 13, 2015
|
||
/s/ PATRICK W KEENE | ||
Patrick W. Keene, Chief Financial Officer
|
||
AEI Fund Management XXI, Inc.
|
||
Managing General Partner
|
||
May 13, 2015
|
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Real Estate Held for Investment
|
3 Months Ended |
---|---|
Mar. 31, 2015
|
|
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] |
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. The votes are scheduled to be counted on June 17, 2015.
|
Organization
|
3 Months Ended |
---|---|
Mar. 31, 2015
|
|
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 President and sole director of AFM, serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.
The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The offering terminated January 9, 1999 when the extended offering period expired. The Partnership received subscriptions for 16,917.222 Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.
During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners. Distributions to Limited Partners will be made pro rata by Units.
Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.
For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed. Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.
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.
|
Statement of Changes in Partners' Capital (USD $)
|
General Partner [Member]
|
Limited Partner [Member]
|
Total
|
---|---|---|---|
Balance at Dec. 31, 2013 | $ 9,608 | $ 10,390,700 | $ 10,400,308 |
Balance (in Shares) at Dec. 31, 2013 | 15,485.67 | ||
Distributions Declared | 4,538 | 180,401 | 184,939 |
Net Income | 1,413 | 45,673 | 47,086 |
Balance at Mar. 31, 2014 | 6,483 | 10,255,972 | 10,262,455 |
Balance (in Shares) at Mar. 31, 2014 | 15,485.67 | ||
Balance at Dec. 31, 2014 | (4,151) | 9,762,528 | 9,758,377 |
Balance (in Shares) at Dec. 31, 2014 | 15,134 | ||
Distributions Declared | 3,962 | 128,099 | 132,061 |
Net Income | 962 | 31,118 | 32,080 |
Balance at Mar. 31, 2015 | $ (7,151) | $ 9,665,547 | $ 9,658,396 |
Balance (in Shares) at Mar. 31, 2015 | 15,134 |
Basis of Accounting
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3 Months Ended |
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Mar. 31, 2015
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Disclosure Text Block [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.
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Balance Sheet (Parentheticals)
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Mar. 31, 2015
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Dec. 31, 2014
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Limited Partner [Member] | ||
Limited Partners, units authorized | 24,000 | 24,000 |
Limited Partners, units issued | 15,134 | 15,134 |
Limited Partners, units outstanding | 15,134 | 15,134 |
Discontinued Operations (Details) - Discontinued Operations (USD $)
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3 Months Ended | |
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Mar. 31, 2015
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Mar. 31, 2014
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Discontinued Operations [Abstract] | ||
Rental Income | $ 1,697 | $ 0 |
Property Management Expenses | (18,360) | (6,036) |
Loss from Discontinued Operations | $ (16,663) | $ (6,036) |
Document And Entity Information (USD $)
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3 Months Ended |
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Mar. 31, 2015
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Document and Entity Information [Abstract] | |
Entity Registrant Name | AEI Income & Growth Fund XXII LTD Partnership |
Document Type | 10-Q |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 15,134 |
Entity Public Float | $ 0 |
Amendment Flag | false |
Entity Central Index Key | 0001023458 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Smaller Reporting Company |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Mar. 31, 2015 |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | Q1 |
Discontinued Operations (Details) - Cash Flows from Discontinued Operations (USD $)
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3 Months Ended | |
---|---|---|
Mar. 31, 2015
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Mar. 31, 2014
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Cash Flows from Discontinued Operations: | ||
Operating Activities | $ (16,663) | $ (6,036) |
Fair Value Measurements
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3 Months Ended |
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Mar. 31, 2015
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Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] |
(5) Fair Value Measurements –
As of March 31, 2015 and December 31, 2014, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
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Discontinued Operations
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2015
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
(4) Discontinued Operations –
After experiencing financial difficulties, the tenant of the Johnny Carino’s restaurant in Longmont, Colorado filed for Chapter 11 bankruptcy reorganization on March 27, 2014. Shortly thereafter, the tenant closed the restaurant, filed a motion with the bankruptcy court to reject the lease and returned possession of the property to the Partnership. The tenant is behind on the rent, having paid rent through October 2013. As of the date of the bankruptcy filing, the tenant owed $31,212 of past due rent, which was not accrued for financial reporting purposes. While the property is vacant, the Partnership is responsible for its 50% share of real estate taxes and other costs associated with maintaining the property.
In September 2013, the Partnership decided to sell its 50% interest in the Johnny Carino’s restaurant in Longmont, Colorado and classified it as Real Estate Held for Sale. Since November 2013, the Partnership has reached agreements to sell the property to three unrelated third parties. In each case, the potential buyer subsequently withdrew the offer and cancelled the agreement. In April 2015, the Partnership entered into an agreement to sell the property to a new buyer. The sale is subject to contingencies and may not be completed. If the sale is completed, the Partnership expects to receive net proceeds of approximately $572,000, which will result in a net gain of approximately $22,000. If the sale is not completed, the owners will seek another buyer for the property and may not be able to negotiate a purchase with similar economic terms.
The financial results for this property are reflected as Discontinued Operations in the accompanying financial statements. The following are the results of discontinued operations for the three months ended March 31:
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Organization (Details) (USD $)
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Jan. 09, 1999
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May 01, 1997
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Accounting Policies [Abstract] | ||
Capital Units, Value | $ 1,000 | |
Limited Partners' Capital Account, Units Outstanding (in Shares) | 16,917.222 | 1,500 |
Limited Partners' Contributed Capital | 16,917,222 | (1,500,000) |
General Partners' Contributed Capital | $ 1,000 |
Accounting Policies, by Policy (Policies)
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3 Months Ended |
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Mar. 31, 2015
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Accounting Policies [Abstract] | |
Distribution Policy, Members or Limited Partners, Description | 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. |
Key Provisions of Operating or Partnership Agreement, Description | 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. |
Discontinued Operations (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||
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Mar. 31, 2015
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations [Table Text Block] | Discontinued Operations
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Cash Flow, Supplemental Disclosures [Text Block] | Cash Flows from Discontinued Operations
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Discontinued Operations (Details) (Carinos Longmont CO, USD $)
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0 Months Ended |
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Apr. 30, 2015
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Carinos Longmont CO
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Discontinued Operations (Details) [Line Items] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 572,000 |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 22,000 |
Payable to AEI Fund Management, Inc.
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3 Months Ended |
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Mar. 31, 2015
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Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] |
(3) 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.
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