10-Q

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:  000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota	41-1848181
(State or other jurisdiction of 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 12,306.54 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.

AEI INCOME & GROWTH FUND XXII 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 – 11
	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	11 - 17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
	Item 4.	Controls and Procedures		17
Part II – Other Information
	Item 1.	Legal Proceedings		17
	Item 1A.	Risk Factors		17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
	Item 3.	Defaults Upon Senior Securities		18
	Item 4.	Mine Safety Disclosures		18
	Item 5.	Other Information		18
	Item 6.	Exhibits		18
Signatures				19

2

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEETS

ASSETS

		September 30,		December 31,
		2021		2020
		(unaudited)
Current Assets:
Cash	$	1,523,167	$	1,802,014
Real Estate Investments:
Land		1,867,879		1,867,879
Buildings		5,543,826		5,543,826
Acquired Intangible Lease Assets		1,181,359		1,181,359
Real Estate Held for Investment, at cost		8,593,064		8,593,064
Accumulated Depreciation and Amortization		(2,557,618)		(2,305,252)
Real Estate Held for Investment, Net		6,035,446		6,287,812
Total Assets	$	7,558,613	$	8,089,826

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	23,394	$	6,066
Distributions Payable		107,013		109,279
Unearned Rent		20,718		0
Total Current Liabilities		151,125		115,345
Partners’ Capital(Deficit):
General Partners		(2,674)		8,557
Limited Partners – 24,000 Units authorized;    12,306.54 and 12,691.78 Units issued and outstanding    as of 9/30/2021 and 12/31/2020		7,410,162		7,965,924
Total Partners' Capital		7,407,488		7,974,481
Total Liabilities and Partners' Capital	$	7,558,613	$	8,089,826

The accompanying Notes to Financial Statements are an integral part of these statements.

3

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF INCOME

(unaudited)

		Three Months Ended September 30				Nine Months Ended September 30
		2021		2020		2021		2020
Rental Income	$	127,442	$	142,933	$	381,389	$	376,977
Expenses:
Partnership Administration – Affiliates		28,110		29,113		87,091		76,435
Partnership Administration and Property    Management – Unrelated Parties		12,787		8,668		44,560		35,455
Depreciation and Amortization		68,555		59,873		205,665		158,417
Total Expenses		109,452		97,654		337,316		270,307
Operating Income		17,990		45,279		44,073		106,670
Other Income:
Gain on Sale of Real Estate		0		324,442		0		324,442
Interest Income		366		610		1,167		8,528
Total Other Income		366		325,052		1,167		332,970
Net Income	$	18,356	$	370,331	$	45,240	$	439,640
Net Income Allocated:
General Partners	$	550	$	4,621	$	1,357	$	6,700
Limited Partners		17,806		365,710		43,883		432,940
Total	$	18,356	$	370,331	$	45,240	$	439,640
Net Income per Limited Partnership Unit	$	1.45	$	28.81	$	3.53	$	34.11
Weighted Average Units Outstanding –       Basic and Diluted		12,307		12,692		12,435		12,692

The accompanying Notes to Financial Statements are an integral part of these statements.

4

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(unaudited)

		Nine Months Ended September 30
		2021		2020
Cash Flows from Operating Activities:
Net Income	$	45,240	$	439,640
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		252,366		196,430
Gain on Sale of Real Estate		0		(324,442)
Increase (Decrease) in Payable to    AEI Fund Management, Inc.		17,328		9,177
Increase (Decrease) in Unearned Rent		20,718		13,492
Total Adjustments		290,412		(105,343)
Net Cash Provided By (Used For)    Operating Activities		335,652		334,297
Cash Flows from Investing Activities:
Investments in Real Estate		0		(2,778,060)
Proceeds from Sale of Real Estate		0		934,224
Net Cash Provided By (Used For)    Investing Activities		0		(1,843,836)
Cash Flows from Financing Activities:
Distributions Paid to Partners		(325,572)		(374,742)
Repurchase of Partnership Units		(288,927)		0
Net Cash Provided By (Used For)    Financing Activities		(614,499)		(374,742)
Net Increase (Decrease) in Cash		(278,847)		(1,884,281)
Cash, beginning of period		1,802,014		3,725,349
Cash, end of period	$	1,523,167	$	1,841,068

The accompanying Notes to Financial Statements are an integral part of these statements.

5

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(unaudited)

		General Partners		Limited Partners		Total	Limited Partnership Units Outstanding
Balance, December 31, 2019	$	14,876	$	7,953,942	$	7,968,818	12,691.78
Distributions Declared		(4,098)		(132,501)		(136,599)
Net Income		805		26,042		26,847
Balance, March 31, 2020		11,583		7,847,483		7,859,066	12,691.78
Distributions Declared		(3,046)		(98,498)		(101,544)
Net Income		1,274		41,188		42,462
Balance, June 30, 2020		9,811		7,790,173		7,799,984	12,691.78
Distributions Declared		(3,279)		(106,001)		(109,280)
Net Income		4,621		365,710		370,331
Balance, September 30, 2020	$	11,153	$	8,049,882	$	8,061,035	12,691.78
Balance, December 31, 2020	$	8,557	$	7,965,924	$	7,974,481	12,691.78
Distributions Declared		(3,279)		(106,001)		(109,280)
Net Income		444		14,368		14,812
Balance, March 31, 2021		5,722	$	7,874,291	$	7,880,013	12,691.78
Distributions Declared		(3,210)		(103,803)		(107,013)
Repurchase of Partnership Units		(2,889)		(286,038)		(288,927)	(385.24)
Net Income		363		11,709		12,072
Balance, June 30, 2021		(14)		7,496,159		7,496,145	12,306.54
Distributions Declared		(3,210)		(103,803)		(107,013)
Net Income		550		17,806		18,356
Balance, September 30, 2021	$	(2,674)	$	7,410,162	$	7,407,488	12,306.54

The accompanying Notes to Financial Statements are an integral part of these statements.

6

AEI INCOME & GROWTH FUND XXII 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 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. 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 May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The offering terminated January 9, 1999 when the extended offering period ended. The Partnership received subscriptions for 16,917.222 Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.

During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners. Distributions to Limited Partners will be made pro rata by Units.

Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.

7

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(2)  Organization – (Continued)

For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed. Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.

The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.

In June 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. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On August 6, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.

8

AEI INCOME & GROWTH FUND XXII 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 did not provide lease concessions to tenants in response to the impact of COVID-19, in the form of rent deferrals. The Partnership has made an election to account for such potential lease concessions consistent with how those concessions would be accounted for under lease guidance if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

(4)  Real Estate Investments –

In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032. As part of the agreement, the Partnership paid a tenant improvement allowance of $42,500 that was capitalized.

In May 2020, the Partnership reached an agreement to sell its 34% interest in the PetSmart store to an unrelated third party. On July 28, 2020, the sale closed with the Partnership receiving net proceeds of $934,224, which resulted in a net gain of $324,442. At the time of sale, the cost and related accumulated depreciation and amortization was $867,000 and $257,218, respectively.

On July 31, 2020, the Partnership purchased a 50% interest in a Talecris plasma facility in Dallas, Texas for $2,746,350. The Partnership allocated $452,929 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $284,438 and above-market lease intangibles of $168,491. The property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase) and annual rent of $182,035. The remaining interest in this property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

9

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(4)  Real Estate Investments – (Continued)

The Partnership owns a 28% interest in a Staples store in Clermont, Florida. The remaining interests in the property are owned by affiliates of the Partnership. On July 17, 2020, the lease term ended, and the tenant returned possession of the property to the owners. While the property is vacant, the Partnership is responsible for its 28% share of real estate taxes and other costs associated with maintaining the property. The owners have listed the property for sale or lease with a real estate broker in the Clermont area. The annual rent from this property represented approximately 15% of the total annual rent of the Partnership’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Partnership’s cash flow. However, at this time, the Partnership does not anticipate the need to further reduce its regular quarterly cash distribution rate.

(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 $323,306 and $347,423, respectively. The Limited Partners were allocated distributions of $313,607 and $337,000 and the General Partners were allocated distributions of $9,699 and $10,423 for the periods, respectively. The Limited Partners' distributions represented $25.22 and $26.55 per Limited Partnership Unit outstanding using 12,435 and 12,692 weighted average Units in 2021 and 2020, respectively. The distributions represented $3.53 and $26.55 per Unit of Net Income and $21.69 and $0.00 per Unit of return of capital in 2021 and 2020, respectively.

For the nine months ended September 30, 2021, the Partnership repurchased a total of 385.24 Units for $286,038 from 31 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 $2,889 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.

10

AEI INCOME & GROWTH FUND XXII 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 not received modification rent requests from any tenant of the five properties owned by the Partnership. All rent has been paid in full by each tenant.

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.

11

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.

12

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.

13

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 $381,389 and $376,977, respectively. In 2021, rental income increased due to a rent increase on one property and rent received from one property acquisition in 2020. This increase was partially offset by the sale of one property in 2020 and a rent decrease to the Staples store as discussed below. Based on the scheduled rent for the properties owned as of October 31, 2021, the Partnership expects to recognize rental income of approximately $506,000 in 2021.

For the nine months ended September 30, 2021 and 2020, the Partnership incurred Partnership administration expenses from affiliated parties of $87,091 and $76,435, 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 $44,560 and $35,455, 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 $1,167 and $8,528, respectively. In 2021, interest income decreased due to the Partnership having less money invested in a money market account due to property sales in 2020 and redemption of units in 2021.

In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032. As part of the agreement, the Partnership paid a tenant improvement allowance of $42,500 that was capitalized.

14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

On July 31, 2020, the Partnership purchased a 50% interest in a Talecris plasma facility in Dallas, Texas for $2,746,350. The Partnership allocated $452,929 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $284,438 and above-market lease intangibles of $168,491. The property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase) and annual rent of $182,035. The remaining interest in this property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

The Partnership owns a 28% interest in a Staples store in Clermont, Florida. The remaining interests in the property are owned by affiliates of the Partnership. On July 17, 2020, the lease term ended, and the tenant returned possession of the property to the owners. While the property is vacant, the Partnership is responsible for its 28% share of real estate taxes and other costs associated with maintaining the property. The owners have listed the property for sale or lease with a real estate broker in the Clermont area. The annual rent from this property represented approximately 15% of the total annual rent of the Partnership’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Partnership’s cash flow. However, at this time, the Partnership does not anticipate the need to further reduce its regular quarterly cash distribution rate.

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 nine months ended September 30, 2021, the Partnership's cash balances decreased $278,847 as a result of 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 $1,884,281 as a result of cash used to purchase property, cash paid for a tenant improvement allowance and distributions paid to the Partners in excess of cash generated from operating activities, which was partially offset by cash generated from the sale of property.

Net cash provided by operating activities increased from $334,297 in 2020 to $335,652 in 2021 as a result of an increase in total rental income in 2021 and net timing differences in the collection of payments from the tenants, which was partially offset by an increase in Partnership administration and property management expenses 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, 2020, the Partnership generated cash flow from the sale of real estate of $934,224. During the same period, the Partnership expended $2,778,060 to invest in real properties.

15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032. As part of the agreement, the Partnership paid a tenant improvement allowance of $42,500 that was capitalized.

In May 2020, the Partnership reached an agreement to sell its 34% interest in the PetSmart store to an unrelated third party. On July 28, 2020, the sale closed with the Partnership receiving net proceeds of $934,224, which resulted in a net gain of $324,442. At the time of sale, the cost and related accumulated depreciation and amortization was $867,000 and $257,218, respectively.

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 $323,306 and $347,423, respectively. Pursuant to the Partnership Agreement, distributions of Net Cash Flow were allocated 97% to the Limited Partners and 3% to the General Partners. Distributions of Net Proceeds of Sale were allocated 99% to the Limited Partners and 1% to the General Partners. The Limited Partners were allocated distributions of $313,607 and $337,000 and the General Partners were allocated distributions of $9,699 and $10,423 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.

For the nine months ended September 30, 2021, the Partnership repurchased a total of 385.24 Units for $286,038 from 31 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 $2,889 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.

16

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

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.

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.

17

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, 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 1^st and October 1^st, 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.

18

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 Income & Growth Fund XXII
	Limited Partnership
	By:	AEI Fund Management XXI, 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)

19

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Marni J. Nygard, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 10, 2021	/s/ Marni J Nygard
	Marni J. Nygard, President
	AEI Fund Management XXI, Inc.
	Managing General Partner

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Keith E. Petersen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 10, 2021	/s/ Keith E Petersen
	Keith E. Petersen, Chief Financial Officer
	AEI Fund Management XXI, Inc.
	Managing General Partner

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AEI Income & Growth Fund XXII Limited Partnership (the “Partnership”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Marni J. Nygard, President of AEI Fund Management XXI, Inc., the Managing General Partner of the Partnership, and Keith E. Petersen, Chief Financial Officer of AEI Fund Management XXI, Inc., each certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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/ Marni J Nygard

Marni J. Nygard, President

AEI Fund Management XXI, Inc.

Managing General Partner

November 10, 2021

/s/ Keith E Petersen 

Keith E. Petersen, Chief Financial Officer

AEI Fund Management XXI, Inc.

Managing General Partner

November 10, 2021

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2021 shares
Document Information Line Items
Entity Registrant Name	AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	12,306.54
Amendment Flag	false
Entity Central Index Key	0001023458
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Entity File Number	000-24003
Entity Incorporation, State or Country Code	MN
Entity Address, State or Province	MN
Entity Tax Identification Number	41-1848181
Entity Address, Address Line One	30 East 7th Street, Suite 1300
Entity Address, City or Town	St. Paul
Entity Address, Postal Zip Code	55101
City Area Code	651
Local Phone Number	227-7333
Entity Information, Former Legal or Registered Name	Not Applicable
No Trading Symbol Flag	true
Security Exchange Name	NONE
Title of 12(g) Security	Limited Partnership Units
Entity Interactive Data Current	Yes
Document Transition Report	false

XML

Balance Sheet - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 1,523,167	$ 1,802,014
Real Estate Investments:
Land	1,867,879	1,867,879
Buildings	5,543,826	5,543,826
Acquired Intangible Lease Assets	1,181,359	1,181,359
Real Estate Held for Investment, at cost	8,593,064	8,593,064
Accumulated Depreciation and Amortization	(2,557,618)	(2,305,252)
Real Estate Held for Investment, Net	6,035,446	6,287,812
Total Assets	7,558,613	8,089,826
Current Liabilities:
Payable to AEI Fund Management, Inc.	23,394	6,066
Distributions Payable	107,013	109,279
Unearned Rent	20,718	0
Total Current Liabilities	151,125	115,345
Partners’ Capital(Deficit):
General Partners	(2,674)	8,557
Limited Partners – 24,000 Units authorized; 12,306.54 and 12,691.78 Units issued and outstanding as of 9/30/2021 and 12/31/2020	7,410,162	7,965,924
Total Partners' Capital	7,407,488	7,974,481
Total Liabilities and Partners' Capital	$ 7,558,613	$ 8,089,826

XML

Balance Sheet (Parentheticals) - Limited Partner [Member] - shares	Sep. 30, 2021	Dec. 31, 2020
Limited Partners, units authorized	24,000	24,000
Limited Partners, units issued	12,306.54	12,691.78
Limited Partners, units outstanding	12,306.54	12,691.78

XML

Statement of Income - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Rental Income	$ 127,442	$ 142,933	$ 381,389	$ 376,977
Expenses:
Partnership Administration – Affiliates	28,110	29,113	87,091	76,435
Partnership Administration and Property Management – Unrelated Parties	12,787	8,668	44,560	35,455
Depreciation and Amortization	68,555	59,873	205,665	158,417
Total Expenses	109,452	97,654	337,316	270,307
Operating Income	17,990	45,279	44,073	106,670
Other Income:
Gain on Sale of Real Estate	0	324,442	0	324,442
Interest Income	366	610	1,167	8,528
Total Other Income	366	325,052	1,167	332,970
Net Income	18,356	370,331	45,240	439,640
Net Income Allocated:
General Partners	550	4,621	1,357	6,700
Limited Partners	$ 17,806	$ 365,710	$ 43,883	$ 432,940
Net Income per Limited Partnership Unit (in Dollars per share)	$ 1.45	$ 28.81	$ 3.53	$ 34.11
Weighted Average Units Outstanding – Basic and Diluted (in Shares)	12,307	12,692	12,435	12,692

XML

Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities:
Net Income	$ 45,240	$ 439,640
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization	252,366	196,430
Gain on Sale of Real Estate	0	(324,442)
Increase (Decrease) in Payable to AEI Fund Management, Inc.	17,328	9,177
Increase (Decrease) in Unearned Rent	20,718	13,492
Total Adjustments	290,412	(105,343)
Net Cash Provided By (Used For) Operating Activities	335,652	334,297
Cash Flows from Investing Activities:
Investments in Real Estate	0	(2,778,060)
Proceeds from Sale of Real Estate	0	934,224
Net Cash Provided By (Used For) Investing Activities	0	(1,843,836)
Cash Flows from Financing Activities:
Distributions Paid to Partners	(325,572)	(374,742)
Repurchase of Partnership Units	(288,927)	0
Net Cash Provided By (Used For) Financing Activities	(614,499)	(374,742)
Net Increase (Decrease) in Cash	(278,847)	(1,884,281)
Cash, beginning of period	1,802,014	3,725,349
Cash, end of period	$ 1,523,167	$ 1,841,068

XML

Statement of Changes in Partners' Capital - USD ($)	General Partner [Member]	Limited Partner [Member]	Total
Balance at Dec. 31, 2019	$ 14,876	$ 7,953,942	$ 7,968,818
Balance (in Shares) at Dec. 31, 2019		12,691.78
Balance at Mar. 31, 2020	11,583	$ 7,847,483	7,859,066
Balance (in Shares) at Mar. 31, 2020		12,691.78
Distributions Declared	(4,098)	$ (132,501)	(136,599)
Net Income	805	26,042	26,847
Balance at Dec. 31, 2019	14,876	$ 7,953,942	7,968,818
Balance (in Shares) at Dec. 31, 2019		12,691.78
Balance at Sep. 30, 2020	11,153	$ 8,049,882	8,061,035
Balance (in Shares) at Sep. 30, 2020		12,691.78
Distributions Declared	(10,423)	$ (337,000)	(347,423)
Net Income			439,640
Balance at Mar. 31, 2020	11,583	$ 7,847,483	7,859,066
Balance (in Shares) at Mar. 31, 2020		12,691.78
Balance at Jun. 30, 2020	9,811	$ 7,790,173	7,799,984
Balance (in Shares) at Jun. 30, 2020		12,691.78
Distributions Declared	(3,046)	$ (98,498)	(101,544)
Net Income	1,274	41,188	42,462
Balance at Sep. 30, 2020	11,153	$ 8,049,882	8,061,035
Balance (in Shares) at Sep. 30, 2020		12,691.78
Distributions Declared	(3,279)	$ (106,001)	(109,280)
Net Income	4,621	365,710	370,331
Balance at Dec. 31, 2020	8,557	$ 7,965,924	7,974,481
Balance (in Shares) at Dec. 31, 2020		12,691.78
Balance at Mar. 31, 2021	5,722	$ 7,874,291	7,880,013
Balance (in Shares) at Mar. 31, 2021		12,691.78
Distributions Declared	(3,279)	$ (106,001)	(109,280)
Net Income	444	14,368	14,812
Balance at Dec. 31, 2020	8,557	$ 7,965,924	7,974,481
Balance (in Shares) at Dec. 31, 2020		12,691.78
Balance at Sep. 30, 2021	(2,674)	$ 7,410,162	7,407,488
Balance (in Shares) at Sep. 30, 2021		12,306.54
Distributions Declared	(9,699)	$ (313,607)	(323,306)
Repurchase of Partnership Units	(2,889)	$ (286,038)
Units Repurchased (in Shares)		(385.24)
Net Income			45,240
Balance at Mar. 31, 2021	5,722	$ 7,874,291	7,880,013
Balance (in Shares) at Mar. 31, 2021		12,691.78
Balance at Jun. 30, 2021	(14)	$ 7,496,159	7,496,145
Balance (in Shares) at Jun. 30, 2021		12,306.54
Distributions Declared	(3,210)	$ (103,803)	(107,013)
Repurchase of Partnership Units	(2,889)	$ (286,038)	(288,927)
Units Repurchased (in Shares)		(385.24)
Net Income	363	$ 11,709	12,072
Balance at Sep. 30, 2021	(2,674)	$ 7,410,162	7,407,488
Balance (in Shares) at Sep. 30, 2021		12,306.54
Distributions Declared	(3,210)	$ (103,803)	(107,013)
Net Income	$ 550	$ 17,806	$ 18,356

XML

Basis of Accounting

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Accounting [Text Block]

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

XML

Organization

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

(2)  Organization –

AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. 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 May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The offering terminated January 9, 1999 when the extended offering period ended. The Partnership received subscriptions for 16,917.222 Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.

During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners. Distributions to Limited Partners will be made pro rata by Units.

Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.

For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed. Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.

The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.

In June 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. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On August 6, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.

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Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

(3)  Recently Issued Accounting Pronouncements –

In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Partnership would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance.

During the year ended December 31, 2020, the Partnership did not provide lease concessions to tenants in response to the impact of COVID-19, in the form of rent deferrals. The Partnership has made an election to account for such potential lease concessions consistent with how those concessions would be accounted for under lease guidance if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

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Real Estate Investments

9 Months Ended

Sep. 30, 2021

Real Estate [Abstract]

Real Estate Disclosure [Text Block]

(4)  Real Estate Investments –

In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032. As part of the agreement, the Partnership paid a tenant improvement allowance of $42,500 that was capitalized.

In May 2020, the Partnership reached an agreement to sell its 34% interest in the PetSmart store to an unrelated third party. On July 28, 2020, the sale closed with the Partnership receiving net proceeds of $934,224, which resulted in a net gain of $324,442. At the time of sale, the cost and related accumulated depreciation and amortization was $867,000 and $257,218, respectively.

On July 31, 2020, the Partnership purchased a 50% interest in a Talecris plasma facility in Dallas, Texas for $2,746,350. The Partnership allocated $452,929 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $284,438 and above-market lease intangibles of $168,491. The property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase) and annual rent of $182,035. The remaining interest in this property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

The Partnership owns a 28% interest in a Staples store in Clermont, Florida. The remaining interests in the property are owned by affiliates of the Partnership. On July 17, 2020, the lease term ended, and the tenant returned possession of the property to the owners. While the property is vacant, the Partnership is responsible for its 28% share of real estate taxes and other costs associated with maintaining the property. The owners have listed the property for sale or lease with a real estate broker in the Clermont area. The annual rent from this property represented approximately 15% of the total annual rent of the Partnership’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Partnership’s cash flow. However, at this time, the Partnership does not anticipate the need to further reduce its regular quarterly cash distribution rate.

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Payable to AEI Fund Management, Inc.

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(5)  Payable to AEI Fund Management, Inc. –

AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

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Partners' Capital

9 Months Ended

Sep. 30, 2021

Partners' Capital Notes [Abstract]

Partners' Capital Notes Disclosure [Text Block]

(6)  Partners’ Capital –

For the nine months ended September 30, 2021 and 2020, the Partnership declared distributions of $323,306 and $347,423, respectively. The Limited Partners were allocated distributions of $313,607 and $337,000 and the General Partners were allocated distributions of $9,699 and $10,423 for the periods, respectively. The Limited Partners' distributions represented $25.22 and $26.55 per Limited Partnership Unit outstanding using 12,435 and 12,692 weighted average Units in 2021 and 2020, respectively. The distributions represented $3.53 and $26.55 per Unit of Net Income and $21.69 and $0.00 per Unit of return of capital in 2021 and 2020, respectively.

For the nine months ended September 30, 2021, the Partnership repurchased a total of 385.24 Units for $286,038 from 31 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 $2,889 in 2021.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

(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.

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COVID-19 Outbreak -

9 Months Ended

Sep. 30, 2021

Coronavirus Outbreak Policy [Abstract]

CoronavirusOutbreakPolicyTextBlock

(8)  COVID-19 Outbreak –

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

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Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
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
New Accounting Pronouncement or Change in Accounting Principle, Description	In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Partnership would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance. During the year ended December 31, 2020, the Partnership did not provide lease concessions to tenants in response to the impact of COVID-19, in the form of rent deferrals. The Partnership has made an election to account for such potential lease concessions consistent with how those concessions would be accounted for under lease guidance if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.
CoronavirusOutbreakTextBlock	During the first quarter of 2020, there was a global outbreak of COVID-19 which continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines, placing restrictions on travel, and limiting hours of operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as retail, restaurants and transportation. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID19 presents material uncertainty and risk with respect to the Partnership’s performance and financial results, such as the potential negative impact to the tenants of its properties, the potential closure of certain of its properties, increased costs of operations, decrease in values of its properties, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Up to the date of this filing, the Partnership has not received modification rent requests from any tenant of the five properties owned by the Partnership. All rent has been paid in full by each tenant.

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Organization (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jan. 09, 1999	May 01, 1997
Limited Partner [Member]
Organization (Details) [Line Items]
Capital Units, Value										$ 1,000
Limited Partners' Capital Account, Units Outstanding (in Shares)	12,306.54	12,306.54	12,691.78	12,691.78	12,691.78	12,691.78	12,691.78	12,691.78	16,917.222	1,500
Limited Partners' Contributed Capital									$ 16,917,222	$ 1,500,000
General Partner [Member]
Organization (Details) [Line Items]
General Partners' Contributed Capital									$ 1,000

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Real Estate Investments (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2020	Jul. 28, 2020	Apr. 01, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 30, 2021
Real Estate Investments (Details) [Line Items]
Gain (Loss) on Disposition of Assets				$ 0	$ 324,442	$ 0	$ 324,442
Payments to Acquire Real Estate						$ 0	$ 2,778,060
PetSmart Galveston TX
Real Estate Investments (Details) [Line Items]
Disposal Date		Jul. 28, 2020
Proceeds from Sale of Real Estate		$ 934,224
Gain (Loss) on Disposition of Assets		324,442
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Cost of Investment in Real Estate Sold		867,000
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation		$ 257,218
Talecris Dallas TX
Real Estate Investments (Details) [Line Items]
Average Lease Term	The property is leased to Talecris Plasma Resources, Inc. under a lease agreement with a remaining primary term of 8.1 years (as of the date of purchase)
Business Acquisition, Effective Date of Acquisition	Jul. 31, 2020
Payments to Acquire Real Estate	$ 2,746,350
Finite-lived Intangible Assets Acquired	452,929
Revenue from Contract with Customer, Excluding Assessed Tax								$ 182,035
Leases, Acquired-in-Place [Member] | Talecris Dallas TX
Real Estate Investments (Details) [Line Items]
Finite-Lived Intangible Asset, Acquired-in-Place Leases	284,438
Above Market Leases [Member] | Talecris Dallas TX
Real Estate Investments (Details) [Line Items]
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross	$ 168,491
PetSmart Galveston TX
Real Estate Investments (Details) [Line Items]
Average Lease Term			In April 2020, the Partnership entered into an agreement with the tenant of the PetSmart store in Galveston, Texas to extend the lease term ten years to end on April 30, 2032
Payments for Tenant Improvements			$ 42,500

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Partners' Capital (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared	$ 107,013	$ 107,013	$ 109,280	$ 109,280	$ 101,544	$ 136,599	$ 323,306	$ 347,423
Partners' Capital Account, Redemptions		288,927
Limited Partner [Member]
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared	103,803	$ 103,803	106,001	106,001	98,498	132,501	$ 313,607	$ 337,000
Distribution Made to Limited Partner, Distributions Declared, Per Unit (in Dollars per share)							$ 25.22	$ 26.55
Weighted Average Limited Partnership Units Outstanding, Basic (in Shares)							12,435	12,692
DistributionsPerUnitOfNetIncome (in Dollars per share)							$ 3.53	$ 26.55
DistributionsPerUnitOfReturnOfCapital (in Dollars per share)							$ 21.69	$ 0
Partners' Capital Account, Units, Redeemed (in Shares)		385.24					385.24
Partners' Capital Account, Redemptions		$ 286,038					$ 286,038
General Partner [Member]
Partners' Capital (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Declared	$ 3,210	3,210	$ 3,279	$ 3,279	$ 3,046	$ 4,098	9,699	$ 10,423
Partners' Capital Account, Redemptions		$ 2,889					$ 2,889