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Aei Income & Growth Fund 24 LLC – ‘10KSB’ for 12/31/06

On:  Tuesday, 3/27/07, at 4:05pm ET   ·   For:  12/31/06   ·   Accession #:  819577-7-18   ·   File #:  0-49653

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/27/07  Aei Income & Growth Fund 24 LLC   10KSB      12/31/06    4:109K                                   Aei RE Fund XVII LP

Annual Report by a Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report by a Small Business                     45±   199K 
 2: EX-31.1     Certification -- Sarbanes-Oxley Act - Sect. 302        2±     9K 
 3: EX-31.2     Certification -- Sarbanes-Oxley Act - Sect. 302        2±     9K 
 4: EX-32       Certification -- Sarbanes-Oxley Act - Sect. 906        1      6K 


10KSB   —   Annual Report by a Small Business
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Item 1. Description of Business
"Item 1. DESCRIPTION OF BUSINESS. (Continued)
"Item 2. Description of Properties
"Item 2. DESCRIPTION OF PROPERTIES. (Continued)
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
"Item 6. Management's Discussion and Analysis
"Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
"Item 7. Financial Statements
6Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Item 8A. Controls and Procedures
"Item 8B. Other Information
"Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
"Item 10. Executive Compensation
"Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"Item 12. Certain Relationships and Related Transactions, and Director Independence
"Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. (Continued)
"Item 13. Exhibits
"Item 13. EXHIBITS. (Continued)
"Item 14. Principal Accountant Fees and Services
"Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (Continued)
10KSB1st “Page” of 6TOCTopPreviousNextBottomJust 1st
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended: December 31, 2006 Commission file number: 000-49653 AEI INCOME & GROWTH FUND 24 LLC (Name of small business issuer in its charter) State of Delaware 41-1990952 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101 (Address of principal executive offices) (651) 227-7333 (Issuer's telephone number) Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on Title of each class which registered None None Securities registered under Section 12(g) of the Exchange Act: Limited Liability Company Units (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No Check if disclosure of delinquent filers in response to Rule 405 of Regulation S-B is not contained in this Form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or and amendment to this Form 10-KSB. [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No [X] The Issuer's revenues for the year ended December 31, 2006 were $958,651. As of February 28, 2007, there were 24,624.783 Units of limited membership interest outstanding and owned by nonaffiliates of the registrant, which Units had an aggregate market value (based solely on the price at which they were sold since there is no ready market for such Units) of $24,624,783. DOCUMENTS INCORPORATED BY REFERENCE The registrant has not incorporated any documents by reference into this report. Transitional Small Business Disclosure Format: Yes No [X] PART I ITEM 1. DESCRIPTION OF BUSINESS. AEI Income & Growth Fund 24 LLC (the "Company" or the "Registrant") is a limited liability company which was organized pursuant to the laws of the State of Delaware on November 21, 2000. The registrant is comprised of AEI Fund Management XXI, Inc. (AFM), as the Managing Member, Robert P. Johnson, the President and sole director of AFM, as the Special Managing Member, and purchasers of LLC Units as Limited Members. The Company offered for sale up to $50,000,000 of limited membership interests (the "Units") (50,000 Units at $1,000 per Unit) pursuant to a registration statement effective May 18, 2001. The Company commenced operations on October 31, 2001 when minimum subscriptions of 1,500 LLC Units ($1,500,000) were accepted. The offering terminated May 17, 2003 when the extended offering period expired. The Company received subscriptions for 24,831.283 LLC Units. Under the terms of the Operating Agreement, the Limited Members and Managing Members contributed funds of $24,831,283 and $1,000, respectively. The Company was organized to acquire existing and newly constructed commercial properties, to lease such properties to tenants under triple net leases, to hold such properties and to eventually sell such properties. From subscription proceeds, the Company purchased ten properties, including partial interests in three properties, at a total cost of $21,104,097. The balance of the subscription proceeds was applied to organization and syndication costs and working capital reserves. The properties are commercial, single tenant buildings leased under triple net leases. The Company's properties were purchased with subscription proceeds without any indebtedness. The Company will not finance properties in the future to obtain proceeds for new property acquisitions. If it is required to do so, the Company may incur short-term indebtedness to finance day-to-day cash flow requirements (including cash flow necessary to repurchase Units). The Company may borrow to finance the refurbishing of a property. The Company will hold its properties until the Managing Members determine that the sale or other disposition of the properties is advantageous in view of the Company's investment objectives. In deciding whether to sell properties, the Managing Members will consider factors such as potential appreciation, net cash flow and income tax considerations. In addition, certain tenants may be granted options to purchase properties after a specified portion of the lease term has elapsed. The Company expects to sell some or all of its properties prior to its final liquidation and to reinvest the proceeds from such sales in additional properties. The Company reserves the right, at the discretion of the Managing Members, to either distribute proceeds from the sale of properties to the Members or to reinvest such proceeds in additional properties, provided that sufficient proceeds are distributed to the Limited Members to pay federal and state income taxes related to any taxable gain recognized as a result of the sale. It is anticipated that the Company will commence liquidation through the sale of its remaining properties eight to twelve years after completion of the acquisition phase, depending upon the then current real estate and money markets, the economic climate and the income tax consequences to the Members. ITEM 1. DESCRIPTION OF BUSINESS. (Continued) Leases Although there are variations in the specific terms of the leases, the following is a summary of the general terms of the Company's leases. The properties are leased to various tenants under triple net leases, which are classified as operating leases. Under a triple net lease, the tenant is responsible for all real estate taxes, insurance, maintenance, repairs and operating expenses for the property. The primary lease terms are for 13 to 20 years. The leases provide for base annual rental payments, payable in monthly installments, and contain rent clauses which entitle the Company to receive additional rent in future years based on stated rent increases. The leases provide the tenants with three to four five- year renewal options subject to the same terms and conditions as the primary term. Certain tenants may be granted options to purchase the property at a formula price, which would exceed the original cost. The actual sale price of a property to a tenant may or may not exceed original cost depending on market and other conditions. Property Activity In December 2003, Austin Pancho's I, LLC (API), the tenant of the Pancho's restaurant in Round Rock, Texas, reported to the Company that it was experiencing financial problems as a result of lower than expected sales. API did not make any rental payments after November 2003. Through November 20, 2005, API owed $378,779 for past due rent, which has not been accrued due to the uncertainty of collection. During 2005 and 2004, the Company incurred $168,213 of real estate tax expense related to 2003, 2004 and 2005 taxes and assessments due on the property. Due to the uncertainty of collection, the Company expensed these amounts, which are normally the responsibility of the tenant. The Company retained legal counsel to represent its interests in this matter. In May 2004, the Company terminated API's right to possession of the property. The Lease Agreement was not terminated and the Company pursued its legal options to collect past due amounts and any damages from API and the guarantors of the Lease. The Company obtained a judgment against one of the guarantors. Thus far, collection efforts have been unsuccessful and there appear to be no immediate prospects for collection on the judgment. In September 2005, the Company entered into an agreement to sell the property for $1,050,000 to an unrelated third party. In the third quarter of 2005, a charge to discontinued operations for real estate impairment of $356,000 was recognized, which was the difference between the book value at September 30, 2005 of $1,350,000 and the estimated net sale proceeds of $994,000. The charge was recorded against the cost of the land and building. On November 21, 2005, the sale closed with the Company receiving net sale proceeds of $995,082, which resulted in a net gain of $1,082. ITEM 1. DESCRIPTION OF BUSINESS. (Continued) In February 2004, Garden Ridge, L.P. (GR), the tenant of the Garden Ridge retail store in Woodlands, Texas, filed for Chapter 11 bankruptcy reorganization. In press releases, GR reported rejecting the leases of 9 of 44 stores and that it was attempting to renegotiate lease terms for its other stores. The Woodlands store was not identified as one of the nine to be closed. GR entered into negotiations with the property owners of the Woodlands store to arrive at an agreement to modify rental terms that would induce GR to assume the Lease for this property. GR and the property owners subsequently agreed to a Lease amendment to reduce the annual rent by 23%, with a 10% rent increase on January 1, 2008. The Company's share of the new rental amount is $168,636. The amendment provides for additional rental payments if the store's sales exceed certain stated amounts. The amendment also calls for the owners to waive rent for one month during the first six months following the bankruptcy court's approval of GR's assumption of the Lease. With the exception of February 2004, GR made all rental payments due under its original Lease. On April 28, 2005, the bankruptcy court approved GR's Plan of Reorganization. As part of the Plan, the Lease for the Woodlands store was assumed by GR and the Lease amendment became effective. Pursuant to the amendment, GR selected July 2005 as the one month to have rent waived. In May 2005, GR paid the rent due for February 2004 and, pursuant to the amendment, GR was entitled to credit an equal amount against any installment of rent due in the future. GR applied the credit for the February rent against rent due for August and September 2005. On November 3, 2006, the Company sold its 23% interest in the Garden Ridge retail store in Woodlands, Texas to an unrelated third party. The Company received net sale proceeds of $2,006,876, which resulted in a net gain of $263,221. At the time of sale, the cost and related accumulated depreciation was $1,912,690 and $169,035, respectively. Through the date of sale, GR complied with all Lease terms as amended. During the first quarter of 2004, the Company sold its remaining 23.1844% interest in the Children's World daycare center in Round Lake Beach, Illinois, in two separate transactions, to unrelated third parties. The Company received total net sale proceeds of $509,345, which resulted in a net gain of $130,829. The total cost and related accumulated depreciation of the interests sold was $405,299 and $26,783, respectively. On April 30, 2004, the Company purchased a 55% interest in an Applebee's restaurant in Sandusky, Ohio for $1,561,271. The property is leased to Apple Ohio LLC under a Lease Agreement with a primary term of 20 years and initial annual rent of $118,867. The remaining interest in the property was purchased by AEI Net Lease Income & Growth Fund XX Limited Partnership, an affiliate of the Company. On March 18, 2005, the Company purchased a 14% interest in a CarMax auto superstore in Lithia Springs, Georgia for $1,320,336. The property is leased to CarMax Auto Superstores, Inc. under a Lease Agreement with a remaining primary term of 13.4 years and initial annual rent of $95,256. The remaining interests in the property were purchased by AEI Income & Growth Fund XXI Limited Partnership, AEI Income & Growth Fund 25 LLC and AEI Private Net Lease Millennium Fund Limited Partnership, affiliates of the Company. ITEM 1. DESCRIPTION OF BUSINESS. (Continued) In May 2006, the Company entered into an agreement to sell the Champps Americana restaurant in Houston, Texas to the tenant. On May 31, 2006, the sale closed with the Company receiving net sale proceeds of $3,147,170, which resulted in a net gain of $311,460. At the time of sale, the cost and related accumulated depreciation was $3,106,301 and $270,591, respectively. On June 1, 2006, the Company purchased a 45% interest in an Advance Auto Parts store in Middletown, Ohio for $835,890. The property is leased to Advance Stores Company, Inc. under a Lease Agreement with a remaining primary term of 13.2 years and initial annual rent of $58,647. The remaining interest in the property was purchased by AEI Income & Growth Fund 26 LLC, an affiliate of the Company. On September 21, 2006, the Company purchased an Applebee's restaurant in Fishers, Indiana for $3,002,553. The property is leased to Apple Indiana II LLC under a Lease Agreement with a primary term of 20 years and initial annual rent of $216,547. On September 26, 2006, Tia's Florida, LLC and Tia's Maryland, LLC, the tenants of the Tia's Tex-Mex restaurants in Tampa, Florida and Salisbury Maryland filed for Chapter 7 bankruptcy, which leads to liquidation and dissolution of the companies. The tenants closed the restaurants. The primary guarantor of the Leases, Julio's Investors LLC (Julio's), is continuing to pay the rent and property expenses. The Company and Julio's are discussing a potential buyout of the Lease guarantees whereby the Company would release Julio's from its guarantees in exchange for a lump sum payment. The Company is actively marketing the properties for sale. The Company has evaluated the Leases and property values and decided that there is no impairment loss at this time. At December 31, 2006, the properties were classified as Real Estate Held for Sale with a book value of $4,280,251. Subsequent to December 31, 2006, the Company purchased a 50% interest in a Tractor Supply Company store in Grand Forks, North Dakota for approximately $1,383,000. The property is leased to Tractor Supply Company under a Lease Agreement with a remaining primary term of 13.9 years and initial annual rent of $102,351. The remaining interest in the property was purchased by AEI Income & Growth Fund XXII Limited Partnership, an affiliate of the Company. Major Tenants During 2006, five tenants each contributed more than ten percent of the Company's total rental revenue. The major tenants in aggregate contributed 76% of total rental revenue in 2006. It is anticipated that, based on minimum rental payments required under the leases, each major tenant will continue to contribute more than ten percent of rental revenue in 2007 and future years. However, the tenant of the Tia's restaurants will likely not continue to be major tenant as the Company is attempting to sell the properties. Any failure of these major tenants could materially affect the Company's net income and cash distributions. ITEM 1. DESCRIPTION OF BUSINESS. (Continued) Competition The Company is a minor factor in the commercial real estate business. There are numerous entities engaged in the commercial real estate business which have greater financial resources than the Company. At the time the Company elects to dispose of its properties, it will be in competition with other persons and entities to find buyers for its properties. Employees The Company has no direct employees. Management services are performed for the Company by AEI Fund Management, Inc., an affiliate of AFM. ITEM 2. DESCRIPTION OF PROPERTIES. Investment Objectives The Company's investment objectives are to acquire existing or newly-developed commercial properties that offer the potential for (i) regular cash distributions of lease income; (ii) growth in lease income through rent escalation provisions; (iii) preservation of capital through all-cash transactions; (iv) capital growth through appreciation in the value of properties; and (v) stable property performance through long-term lease contracts. The Company does not have a policy, and there is no limitation, as to the amount or percentage of assets that may be invested in any one property. However, to the extent possible, the Managing Members attempt to diversify the type and location of the properties. Description of Properties The Company's properties are commercial, single tenant buildings. The properties were acquired on a debt-free basis and are leased to various tenants under triple net leases, which are classified as operating leases. The only exception is under the Lease for the Advance Auto Parts store, the Company is responsible for repairs to the structural components of the building, except for the roof, which is the tenant's responsibility. The Company holds an undivided fee simple interest in the properties. The Company's properties are subject to the general competitive conditions incident to the ownership of single tenant investment real estate. Since each property is leased under a long-term lease, there is little competition until the Company decides to sell the property. At this time, the Company will be competing with other real estate owners, on both a national and local level, in attempting to find buyers for the properties. In the event of a tenant default, the Company would be competing with other real estate owners, who have property vacancies, to attract a new tenant to lease the property. The Company's tenants operate in industries that are very competitive and can be affected by factors such as changes in regional or local economies, seasonality and changes in consumer preference. ITEM 2. DESCRIPTION OF PROPERTIES. (Continued) The following table is a summary of the properties that the Company acquired and owned as of December 31, 2006. Total Property Annual Annual Purchase Acquisition Lease Rent Per Property Date Costs Tenant Payment Sq. Ft. Children's World KinderCare Daycare Center Learning Tinley Park, IL 5/22/02 $1,901,845 Centers, Inc. $180,212 $19.94 Jared Jewelry Store Pittsburgh, PA Sterling Jewelers (72.0%) 11/7/02 $2,620,893 Inc. $240,285 $57.74 Johnny Carino's Kona Restaurant Restaurant Littleton, CO 4/10/03 $2,223,755 Group, Inc. $230,272 $35.23 Tia's Tex-Mex Restaurant Tia's Florida, Tampa, FL 12/10/03 $2,563,839 LLC $260,100 $45.31 Tia's Tex-Mex Restaurant Tia's Maryland, Salisbury, MD 12/10/03 $2,013,502 LLC $204,000 $38.94 Applebee's Restaurant Sandusky, OH (55.0%) 4/30/04 $1,561,271 Apple Ohio LLC $118,867 $43.28 CarMax Auto Superstore Lithia Springs, GA CarMax Auto (14.0%) 3/18/05 $1,320,336 Superstores, Inc.$ 95,256 $35.36 Advance Auto Parts Store Middletown, OH Advance Stores (45.0%) 6/1/06 $ 835,890 Company, Inc. $ 58,647 $18.94 Applebee's Restaurant Apple Indiana Fishers, IN 9/21/06 $3,002,553 II LLC $216,547 $42.88 ITEM 2. DESCRIPTION OF PROPERTIES. (Continued) The properties listed above with a partial ownership percentage are owned with affiliates of the Company and/or unrelated third parties. The remaining interest in the Jared Jewelry store is owned by AEI Private Net Lease Millennium Fund Limited Partnership. The remaining interest in the Applebee's restaurant in Sandusky, Ohio is owned by AEI Net Lease Income & Growth Fund XX Limited Partnership. The remaining interests in the CarMax auto superstore are owned by AEI Income & Growth Fund XXI Limited Partnership, AEI Income & Growth Fund 25 LLC and AEI Private Net Lease Millennium Fund Limited Partnership. The remaining interest in the Advance Auto Parts store is owned by AEI Income & Growth Fund 26 LLC. The Company accounts for properties owned as tenants-in- common with affiliated Partnerships and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in- common interests. The financial statements reflect only this Company's percentage share of the properties' land, building and equipment, liabilities, revenues and expenses. At the time the properties were acquired, the remaining primary lease terms varied from 13 to 20 years. The leases provide the tenants with three to four five-year renewal options subject to the same terms and conditions as the primary term. Pursuant to the lease agreements, the tenants are required to provide proof of adequate insurance coverage on the properties they occupy. The Managing Members believe the properties are adequately covered by insurance and consider the properties to be well-maintained and sufficient for the Company's operations. For tax purposes, the Company's properties are depreciated under the Modified Accelerated Cost Recovery System (MACRS). The largest depreciable component of a property is the building which is depreciated, using the straight-line method, over 39 years. The remaining depreciable components of a property are personal property and land improvements which are depreciated, using an accelerated method, over 5 and 15 years, respectively. Since the Company has tax-exempt Members, the Company is subject to the rules of Section 168(h)(6) of the Internal Revenue Code which requires a percentage of the properties' depreciable components to be depreciated over longer lives using the straight-line method. In general, the federal tax basis of the properties for tax depreciation purposes will be the same as the basis for book depreciation purposes. At December 31, 2006, all properties listed above were 100% occupied. ITEM 3. LEGAL PROCEEDINGS. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. PART II ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. (a) As of December 31, 2006, there were 700 holders of record of the registrant's LLC Units. There is no other class of security outstanding or authorized. The registrant's Units are not a traded security in any market. During the period covered by this report, the Company did not sell any equity securities that are not registered under the Securities Act of 1933. Cash distributions of $44,413 and $39,414 were made to the Managing Members and $1,489,875 and $1,489,871 were made to the Limited Members in 2006 and 2005, respectively. The distributions were made on a quarterly basis and represent Net Cash Flow, as defined, except as discussed below. These distributions should not be compared with dividends paid on capital stock by corporations. As part of the Limited Members' distributions discussed above, the Company distributed $80,000 and $320,000 of proceeds from property sales in 2006 and 2005, respectively. In 2006 and 2005, the distribution of sale proceeds reduced the Limited Members' Adjusted Capital Contributions by $43,707 and $164,814, respectively. (b) Not applicable. (c) Pursuant to Section 7.7 of the Operating Agreement, each Limited Member has the right to present Units to the Company for purchase by submitting notice to the Managing Member during January or July of each year. The purchase price of the Units is equal to 80% of the net asset value of the Units, as of the first business day of January or July of each year, as determined by the Managing Member in accordance with the provisions of the Operating Agreement. Units tendered to the Company during January and July are redeemed on April 1st and October 1st, respectively, of each year subject to the following limitations. The Company 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 Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. Small Business Issuer Purchases of Equity Securities Maximum Number Total Number of Units of Units that May Total Number Average Purchased as Part of Yet Be Purchased of Units Price Paid Publicly Announced Under the Plans Period Purchased per Unit Plans or Programs or Programs 10/1/06 to 10/31/06 44 $768.64 206.50(1) (2) 11/1/06 to 11/30/06 -- -- -- -- 12/1/06 to 12/31/06 -- -- -- -- (1) The Company's repurchase plan is mandated by the Operating Agreement as included in the prospectus related to the original offering of the Units. (2) The Operating Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date. Other Information The Company is required, pursuant to NASD Rule 2810, to disclose in each annual report distributed to Limited Members a per Unit estimated value, the method by which it was developed and the date of the data used to develop the estimated value. At December 31, 2006, the Company's Units were valued at $956. This value was the aggregate estimated value of the Company's assets less the Company's liabilities, and less the value attributable to the interest of the Managing Members, divided by the number of Units outstanding. The Company's cash, receivables and liabilities were valued at face value. Each of the Company's properties were valued by dividing their rental income on December 1, 2006 by a capitalization rate the Managing Member believed to be representative of the retail market for the sale of each property. No independent property appraisals were obtained. The valuations performed by the Managing Member were estimates only, and were based on a number of assumptions which may not be accurate or complete. In addition, property values are subject to change and could decline after the date of the valuations. Accordingly, this estimated value, prepared by the Managing Member, should not be viewed as the amount at which a Limited Member may be able to sell his units, or the fair market value of the Company properties, nor does it represent the amount of net proceeds Limited Members would receive if the Company properties were sold and the proceeds distributed in a liquidation of the Company. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. The Management's Discussion and Analysis contains various "forward looking statements" within the meaning of federal securities laws 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 made by the Company, must be evaluated in the context of a number of factors that may affect the Company's financial condition and results of operations, including the following: Market and economic conditions which affect the value of the properties the Company 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 affects of these consequences for Members; resolution by the Managing Members of conflicts with which they may be confronted; the success of the Managing Members 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 Company operate. The Application of Critical Accounting Policies The preparation of the Company's financial statements requires management to make estimates and assumptions that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management evaluates these estimates on an ongoing basis, including those related to the carrying value of real estate and the allocation by AEI Fund Management, Inc. of expenses to the Company as opposed to other funds they manage. The Company purchases properties and records them in the financial statements at the lower of cost or estimated realizable value. The Company initially records the properties at cost (including capitalized acquisition expenses). The Company is required to periodically evaluate the carrying value of properties to determine whether their realizable value has declined. For properties the Company will hold and operate, management determines whether impairment has occurred by comparing the property's probability-weighted 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 realizable value, an impairment loss is recorded to reduce the carrying value of the property to its realizable value. A change in these assumptions or analysis could cause material changes in the carrying value of the properties. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) 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 Company reimburses these expenses subject to detailed limitations contained in the Operating Agreement. Management of the Company has discussed the development and selection of the above accounting estimates and the management discussion and analysis disclosures regarding them with the managing member of the Company. Results of Operations For the years ended December 31, 2006 and 2005, the Company recognized rental income from continuing operations of $958,651 and $841,630, respectively. In 2006, rental income increased mainly due to additional rent received from three property acquisitions in 2005 and 2006. For the years ended December 31, 2006 and 2005, the Company incurred LLC administration expenses from affiliated parties of $216,672 and $244,668, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and correspondence to the Limited Members. During the same periods, the Company incurred LLC administration and property management expenses from unrelated parties of $26,714 and $30,449, 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 years ended December 31, 2006 and 2005, the Company recognized interest income of $93,743 and $17,334, respectively. In 2006, interest income increased mainly due to the Company having more money invested in a money market account due to property sales. In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Company includes the operating results and sale of the property in discontinued operations. In addition, the Company reclassifies the prior periods operating results and any partial sales of the property to discontinued operations. For the year ended December 31, 2006, the Company recognized income from discontinued operations of $1,136,141, representing rental income less property management expenses and depreciation of $561,460 and gain on disposal of real estate of $574,681. For the year ended December 31, 2005, the Company recognized income from discontinued operations of $155,521, representing rental income less property management expenses and depreciation of $510,439 and gain on disposal of real estate of $1,082, which were partially offset by a real estate impairment loss of $356,000. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) In December 2003, Austin Pancho's I, LLC (API), the tenant of the Pancho's restaurant in Round Rock, Texas, reported to the Company that it was experiencing financial problems as a result of lower than expected sales. API did not make any rental payments after November 2003. Through November 20, 2005, API owed $378,779 for past due rent, which has not been accrued due to the uncertainty of collection. During 2005 and 2004, the Company incurred $168,213 of real estate tax expense related to 2003, 2004 and 2005 taxes and assessments due on the property. Due to the uncertainty of collection, the Company expensed these amounts, which are normally the responsibility of the tenant. The Company retained legal counsel to represent its interests in this matter. In May 2004, the Company terminated API's right to possession of the property. The Lease Agreement was not terminated and the Company pursued its legal options to collect past due amounts and any damages from API and the guarantors of the Lease. The Company obtained a judgment against one of the guarantors. Thus far, collection efforts have been unsuccessful and there appear to be no immediate prospects for collection on the judgment. In September 2005, the Company entered into an agreement to sell the property for $1,050,000 to an unrelated third party. In the third quarter of 2005, a charge to discontinued operations for real estate impairment of $356,000 was recognized, which was the difference between the book value at September 30, 2005 of $1,350,000 and the estimated net sale proceeds of $994,000. The charge was recorded against the cost of the land and building. On November 21, 2005, the sale closed with the Company receiving net sale proceeds of $995,082, which resulted in a net gain of $1,082. In February 2004, Garden Ridge, L.P. (GR), the tenant of the Garden Ridge retail store in Woodlands, Texas, filed for Chapter 11 bankruptcy reorganization. In press releases, GR reported rejecting the leases of 9 of 44 stores and that it was attempting to renegotiate lease terms for its other stores. The Woodlands store was not identified as one of the nine to be closed. GR entered into negotiations with the property owners of the Woodlands store to arrive at an agreement to modify rental terms that would induce GR to assume the Lease for this property. GR and the property owners subsequently agreed to a Lease amendment to reduce the annual rent by 23%, with a 10% rent increase on January 1, 2008. The Company's share of the new rental amount is $168,636. The amendment provides for additional rental payments if the store's sales exceed certain stated amounts. The amendment also calls for the owners to waive rent for one month during the first six months following the bankruptcy court's approval of GR's assumption of the Lease. With the exception of February 2004, GR made all rental payments due under its original Lease. On April 28, 2005, the bankruptcy court approved GR's Plan of Reorganization. As part of the Plan, the Lease for the Woodlands store was assumed by GR and the Lease amendment became effective. Pursuant to the amendment, GR selected July 2005 as the one month to have rent waived. In May 2005, GR paid the rent due for February 2004 and, pursuant to the amendment, GR was entitled to credit an equal amount against any installment of rent due in the future. GR applied the credit for the February rent against rent due for August and September 2005. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) On November 3, 2006, the Company sold its 23% interest in the Garden Ridge retail store in Woodlands, Texas to an unrelated third party. The Company received net sale proceeds of $2,006,876, which resulted in a net gain of $263,221. At the time of sale, the cost and related accumulated depreciation was $1,912,690 and $169,035, respectively. Through the date of sale, GR complied with all Lease terms as amended. In May, 2006, the Company entered into an agreement to sell the Champps Americana restaurant in Houston, Texas to the tenant. On May 31, 2006, the sale closed with the Company receiving net sale proceeds of $3,147,170, which resulted in a net gain of $311,460. At the time of sale, the cost and related accumulated depreciation was $3,106,301 and $270,591, respectively. On September 26, 2006, Tia's Florida, LLC and Tia's Maryland, LLC, the tenants of the Tia's Tex-Mex restaurants in Tampa, Florida and Salisbury Maryland filed for Chapter 7 bankruptcy, which leads to liquidation and dissolution of the companies. The tenants closed the restaurants. The primary guarantor of the Leases, Julio's Investors LLC (Julio's), is continuing to pay the rent and property expenses. The Company and Julio's are discussing a potential buyout of the Lease guarantees whereby the Company would release Julio's from its guarantees in exchange for a lump sum payment. The Company is actively marketing the properties for sale. The Company has evaluated the Leases and property values and decided that there is no impairment loss at this time. At December 31, 2006, the properties were classified as Real Estate Held for Sale with a book value of $4,280,251. Inflation has had a minimal effect on 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. In addition, leases may contain rent clauses which entitle the Company to receive additional rent in future years if gross receipts for the property exceed certain specified amounts. Increases in sales volumes of the tenants, due to inflation and real sales growth, may 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 year ended December 31, 2006, the Company's cash balances increased $1,235,981 as a result of cash generated from the sale of property, which was partially offset by cash used to purchase property and distributions paid to the Members in excess of cash generated from operating activities. During the year ended December 31, 2005, the Company's cash balances decreased $591,467 as a result of cash used to purchase property and distributions paid to the Members in excess of cash generated from operating activities, which were partially offset by cash generated from the sale of property. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) Net cash provided by operating activities increased from $1,407,079 in 2005 to $1,488,080 in 2006 as a result of an increase in total rental and interest income in 2006 and a decrease in LLC administration and property management expenses in 2006, which were partially offset by net timing differences in the collection of payments from the lessees and the payment of expenses. The major components of the Company's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the years ended December 31, 2006, the Company generated cash flow from the sale of real estate of $5,154,046 and $995,082, respectively. During the same periods, the Company expended $3,838,443 and $1,320,336, respectively, to invest in real properties (inclusive of acquisition expenses) as the Company reinvested cash generated from property sales. On March 18, 2005, the Company purchased a 14% interest in a CarMax auto superstore in Lithia Springs, Georgia for $1,320,336. The property is leased to CarMax Auto Superstores, Inc. under a Lease Agreement with a remaining primary term of 13.4 years and initial annual rent of $95,256. The remaining interests in the property were purchased by AEI Income & Growth Fund XXI Limited Partnership, AEI Income & Growth Fund 25 LLC and AEI Private Net Lease Millennium Fund Limited Partnership, affiliates of the Company. On June 1, 2006, the Company purchased a 45% interest in an Advance Auto Parts store in Middletown, Ohio for $835,890. The property is leased to Advance Stores Company, Inc. under a Lease Agreement with a remaining primary term of 13.2 years and initial annual rent of $58,647. The remaining interest in the property was purchased by AEI Income & Growth Fund 26 LLC, an affiliate of the Company. On September 21, 2006, the Company purchased an Applebee's restaurant in Fishers, Indiana for $3,002,553. The property is leased to Apple Indiana II LLC under a Lease Agreement with a primary term of 20 years and initial annual rent of $216,547. Subsequent to December 31, 2006, the Company purchased a 50% interest in a Tractor Supply Company store in Grand Forks, North Dakota for approximately $1,383,000. The property is leased to Tractor Supply Company under a Lease Agreement with a remaining primary term of 13.9 years and initial annual rent of $102,351. The remaining interest in the property was purchased by AEI Income & Growth Fund XXII Limited Partnership, an affiliate of the Company. The Company's primary use of cash flow, other than investment in real estate, is distribution and redemption payments to Members. The Company declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first ten days after the end of each quarter. The Company attempts to maintain a stable distribution rate from quarter to quarter. Redemption payments are paid to redeeming Members on a semi-annual basis. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) For the years ended December 31, 2006 and 2005, the Company declared distributions of $1,534,288 and $1,529,285, respectively. Pursuant to the Operating Agreement, distributions of Net Cash Flow were allocated 97% to the Limited Members and 3% to the Managing Members. Distributions of Net Proceeds of Sale were allocated 99% to the Limited Members and 1% to the Managing Members. The Limited Members received distributions of $1,489,875 and $1,489,871 and the Managing Members received distributions of $44,413 and $39,414 for the periods, respectively. During 2006 and 2005, the Company distributed $80,808 and $323,232 of net sale proceeds to the Limited and Managing Members as part of their quarterly distributions, which represented $3.25 and $12.95 per LLC Unit, respectively. The Company anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Members in the future. The Company may acquire Units from Limited Members who have tendered their Units to the Company. Such Units may be acquired at a discount. The Company 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 Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. During 2006, three Limited Members redeemed a total of 44 Units for $33,820 in accordance with the Operating Agreement. During 2005, two Limited Members redeemed a total of 162.5 Units for $137,641. The Company acquired these Units using Net Cash Flow from operations. The redemptions increase the remaining Limited Member's ownership interest in the Company. As a result of these redemption payments and pursuant to the Operating Agreement, the Managing Members received distributions of $1,046 and $4,257 in 2006 and 2005, respectively. The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Company obligations on both a short-term and long-term basis. ITEM 7. FINANCIAL STATEMENTS. See accompanying index to financial statements. AEI INCOME & GROWTH FUND 24 LLC INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheet as of December 31, 2006 and 2005 Statements for the Years Ended December 31, 2006 and 2005: Income Cash Flows Changes in Members' Equity Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members: AEI Income & Growth Fund 24 LLC St. Paul, Minnesota We have audited the accompanying balance sheet of AEI Income & Growth Fund 24 LLC (a Delaware limited liability company) as of December 31, 2006 and 2005, and the related statements of income, cash flows and changes in members' equity for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AEI Income & Growth Fund 24 LLC as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. /s/Boulay, Heutmaker, Zibell & Co. P.L.L.P. Certified Public Accountants Minneapolis, Minnesota March 23, 2007
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AEI INCOME & GROWTH FUND 24 LLC BALANCE SHEET DECEMBER 31 ASSETS 2006 2005 CURRENT ASSETS: Cash and Cash Equivalents $ 2,542,078 $ 1,306,097 INVESTMENTS IN REAL ESTATE: Land 4,884,230 7,336,445 Buildings and Equipment 8,582,313 11,887,987 Accumulated Depreciation (948,896) (1,254,362) ----------- ----------- 12,517,647 17,970,070 Real Estate Held for Sale 4,280,251 0 ----------- ----------- Net Investments in Real Estate 16,797,898 17,970,070 ----------- ----------- Total Assets $19,339,976 $19,276,167 =========== =========== LIABILITIES AND MEMBERS' EQUITY CURRENT LIABILITIES: Payable to AEI Fund Management, Inc. $ 48,337 $ 71,660 Distributions Payable 378,290 376,838 Unearned Rent 15,017 15,017 ----------- ----------- Total Current Liabilities 441,644 463,515 ----------- ----------- MEMBERS' EQUITY (DEFICIT): Managing Members' Equity 5,409 (20,612) Limited Members' Equity, $1,000 per Unit; 50,000 Units authorized; 24,831 Units issued; 24,625 and 24,669 Units outstanding in 2006 and 2005, respectively 18,892,923 18,833,264 ----------- ----------- Total Members' Equity 18,898,332 18,812,652 ----------- ----------- Total Liabilities and Members' Equity $19,339,976 $19,276,167 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. </PAGE>
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AEI INCOME & GROWTH FUND 24 LLC STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31 2006 2005 RENTAL INCOME $ 958,651 $ 841,630 EXPENSES: LLC Administration - Affiliates 216,672 244,668 LLC Administration and Property Management - Unrelated Parties 26,714 30,449 Depreciation 290,315 245,730 ----------- ----------- Total Expenses 533,701 520,847 ----------- ----------- OPERATING INCOME 424,950 320,783 OTHER INCOME: Interest Income 93,743 17,334 ----------- ----------- INCOME FROM CONTINUING OPERATIONS 518,693 338,117 Income from Discontinued Operations 1,136,141 155,521 ----------- ----------- NET INCOME $ 1,654,834 $ 493,638 =========== =========== NET INCOME ALLOCATED: Managing Members $ 71,480 $ 21,908 Limited Members 1,583,354 471,730 ----------- ----------- $ 1,654,834 $ 493,638 =========== =========== INCOME PER LLC UNIT: Continuing Operations $ 20.40 $ 13.27 Discontinued Operations 43.81 5.82 ----------- ----------- Total $ 64.21 $ 19.09 =========== =========== Weighted Average Units Outstanding 24,658 24,711 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. </PAGE>
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AEI INCOME & GROWTH FUND 24 LLC STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 2006 2005 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,654,834 $ 493,638 Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities: Depreciation 431,250 488,447 Real Estate Impairment 0 356,000 Gain on Sale of Real Estate (574,681) (1,082) Decrease in Receivables 0 42,602 Increase (Decrease) in Payable to AEI Fund Management, Inc. (23,323) 32,518 Decrease in Unearned Rent 0 (5,044) ----------- ----------- Total Adjustments (166,754) 913,441 ----------- ----------- Net Cash Provided By Operating Activities 1,488,080 1,407,079 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Investments in Real Estate (3,838,443) (1,320,336) Proceeds from Sale of Real Estate 5,154,046 995,082 ----------- ----------- Net Cash Provided By (Used For) Investing Activities 1,315,603 (325,254) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (Decrease) in Distributions Payable 1,452 (2,109) Distributions to Members (1,534,288) (1,529,285) Redemption Payments (34,866) (141,898) ----------- ----------- Net Cash Used For Financing Activities (1,567,702) (1,673,292) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,235,981 (591,467) CASH AND CASH EQUIVALENTS, beginning of period 1,306,097 1,897,564 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 2,542,078 $ 1,306,097 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. </PAGE>
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AEI INCOME & GROWTH FUND 24 LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE YEARS ENDED DECEMBER 31 Limited Member Managing Limited Units Members Members Total Outstanding BALANCE, December 31, 2004 $ 1,151 $19,989,046 $19,990,197 24,831.28 Distributions (39,414) (1,489,871) (1,529,285) Redemption Payments (4,257) (137,641) (141,898) (162.50) Net Income 21,908 471,730 493,638 -------- ----------- ----------- ---------- BALANCE, December 31, 2005 (20,612) 18,833,264 18,812,652 24,668.78 Distributions (44,413) (1,489,875) (1,534,288) Redemption Payments (1,046) (33,820) (34,866) (44.00) Net Income 71,480 1,583,354 1,654,834 -------- ----------- ----------- ---------- BALANCE, December 31, 2006 $ 5,409 $18,892,923 $18,898,332 24,624.78 ======== =========== =========== ========== The accompanying Notes to Financial Statements are an integral part of this statement. </PAGE>
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AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (1) Organization - AEI Income & Growth Fund 24 LLC (the Company), a Limited Liability Company, was formed on November 21, 2000 to acquire and lease commercial properties to operating tenants. The Company's operations are managed by AEI Fund Management XXI, Inc. (AFM), the Managing Member. Robert P. Johnson, the President and sole director of AFM, serves as the Special Managing Member. 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 Company. The terms of the offering called for a subscription price of $1,000 per LLC Unit, payable on acceptance of the offer. The Company commenced operations on October 31, 2001 when minimum subscriptions of 1,500 LLC Units ($1,500,000) were accepted. The offering terminated May 17, 2003 when the extended offering period expired. The Company received subscriptions for 24,831.283 Units. Under the terms of the Operating Agreement, the Limited Members and Managing Members contributed funds of $24,831,283 and $1,000, respectively. The Company shall continue until December 31, 2051, unless dissolved, terminated and liquidated prior to that date. During operations, any Net Cash Flow, as defined, which the Managing Members determine to distribute will be distributed 97% to the Limited Members and 3% to the Managing Members. Distributions to Limited Members will be made pro rata by Units. Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the Managing Members determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Members and 1% to the Managing Members until the Limited Members receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 7% 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 Members and 10% to the Managing Members. Distributions to the Limited Members 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 97% to the Limited Members and 3% to the Managing Members. Net losses from operations will be allocated 99% to the Limited Members and 1% to the Managing Members. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (1) Organization - (Continued) For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Operating Agreement as follows: (i) first, to those Members with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Members and 1% to the Managing Members until the aggregate balance in the Limited Members' capital accounts equals the sum of the Limited Members' Adjusted Capital Contributions plus an amount equal to 7% 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 Members and 10% to the Managing Members. Losses will be allocated 99% to the Limited Members and 1% to the Managing Members. The Managing Members are not required to currently fund a deficit capital balance. Upon liquidation of the Company or withdrawal by a Managing Member, the Managing Members will contribute to the Company an amount equal to the lesser of the deficit balances in their capital accounts or 1.01% of the total capital contributions of the Limited Members over the amount previously contributed by the Managing Members. (2) Summary of Significant Accounting Policies - Financial Statement Presentation The accounts of the Company are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes. Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. The Company regularly assesses whether market events and conditions indicate that it is reasonably possible to recover the carrying amounts of its investments in real estate from future operations and sales. A change in those market events and conditions could have a material effect on the carrying amount of its real estate. Cash Concentrations of Credit Risk The Company's cash is deposited primarily in one financial institution and at times during the year it may exceed FDIC insurance limits. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (2) Summary of Significant Accounting Policies - (Continued) Statement of Cash Flows For purposes of reporting cash flows, cash and cash equivalents may include cash in checking, cash invested in money market accounts, certificates of deposit, federal agency notes and commercial paper with a term of three months or less. Receivables Credit terms are extended to tenants in the normal course of business. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral. Receivables are recorded at their estimated net realizable value. The Company follows a policy of providing an allowance for doubtful accounts; however, based on historical experience, and its evaluation of the current status of receivables, the Company is of the belief that such accounts will be collectible in all material respects and thus an allowance is not necessary. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company's credit terms. Receivables considered uncollectible are written off. Income Taxes The income or loss of the Company for federal income tax reporting purposes is includable in the income tax returns of the Members. In general, no recognition has been given to income taxes in the accompanying financial statements. The tax return and the amount of distributable Company income or loss are subject to examination by federal and state taxing authorities. If such an examination results in changes to distributable Company income or loss, the taxable income of the members would be adjusted accordingly. Real Estate The Company's real estate is leased under triple net leases classified as operating leases. The leases provide for base annual rental payments payable in monthly installments. The Company recognizes rental revenue according to the terms of the individual leases. For leases which contain stated rental increases, the increases are recognized in the year in which they are effective. Contingent rental payments are recognized when the contingencies on which the payments are based are satisfied and the rental payments become due under the terms of the leases. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (2) Summary of Significant Accounting Policies - (Continued) Real estate is recorded at the lower of cost or estimated net realizable value. The Company compares the carrying amount of its properties to the estimated probability- weighted future cash flows expected to result from the property and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the property, the Company recognizes an impairment loss by the amount by which the carrying amount of the property exceeds the fair value of the property. The Company has capitalized as Investments in Real Estate certain costs incurred in the review and acquisition of the properties. The costs were allocated to the land, buildings and equipment. The buildings and equipment of the Company are depreciated using the straight-line method for financial reporting purposes based on estimated useful lives of 25 years and 5 years, respectively. In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Company includes the operating results and sale of the property in discontinued operations. In addition, the Company reclassifies the prior periods operating results and any partial sales of the property to discontinued operations. The Company accounts for properties owned as tenants-in- common with affiliated Companies and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Company's percentage share of the properties' land, building and equipment, liabilities, revenues and expenses. The Company's properties are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which the properties are located. These laws could require the Company to investigate and remediate the effects of the release or disposal of hazardous materials at these locations if found. For each property, an environmental assessment is completed prior to acquisition. In addition, the lease agreements typically strictly prohibit the production, handling, or storage of hazardous materials (except where incidental to the tenant's business such as use of cleaning supplies) in violation of applicable law to restrict environmental and other damage. Environmental liabilities are recorded when it is determined the liability is probable and the costs can reasonably be estimated. There were no environmental issues noted or liabilities recorded at December 31, 2006 and 2005. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (2) Summary of Significant Accounting Policies - (Continued) Reclassification Certain items in the prior year's financial statements have been reclassified to conform to 2006 presentation. These reclassifications had no effect on Members' capital, net income or cash flows. Recently Issued Accounting Pronouncements Management has reviewed recently issued, but not yet effective, accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company's financial statements. (3) Related Party Transactions - The Company owns a 72% interest in a Jared Jewelry store. The remaining interest in this property is owned by AEI Private Net Lease Millennium Fund Limited Partnership, an affiliate of the Company. The Company owns a 55% interest in an Applebee's restaurant in Sandusky, Ohio. The remaining interest in this property is owned by AEI Net Lease Income & Growth Fund XX Limited Partnership, an affiliate of the Company. The Company owns a 14% interest in a CarMax auto superstore. The remaining interests in this property are owned by AEI Income & Growth Fund XXI Limited Partnership, AEI Income & Growth Fund 25 LLC and AEI Private Net Lease Millennium Fund Limited Partnership, affiliates of the Company. The Company owns a 45% interest in an Advance Auto Parts store. The remaining interest in this property is owned by AEI Income & Growth Fund 26 LLC, an affiliate of the Company. The Company owned a 23% interest in a Garden Ridge retail store. The remaining interests in this property were owned by AEI Real Estate Fund XVIII Limited Partnership and AEI Income & Growth Fund XXII Limited Partnership, affiliates of the Company, and unrelated third parties. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (3) Related Party Transactions - (Continued) AEI and AFM received the following compensation and reimbursements for costs and expenses from the Company: Total Incurred by the Company for the Year Ended December 31 2006 2005 a.AEI and AFM are reimbursed for all costs incurred in connection with managing the Company's operations, maintaining the Company's books and communicating the results of operations to the Limited Members. $ 224,842 $ 247,533 ======== ======== b.AEI and AFM are reimbursed for all direct expenses they have paid on the Company's behalf to third parties relating to LLC administration and property management. These expenses included printing costs, legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs. $ 65,034 $ 209,611 ======== ======== c.AEI is reimbursed for all costs and direct expenses incurred by it in acquiring properties on behalf of the Company. $ 65,007 $ 15,536 ======== ======== d.AEI is reimbursed for all costs incurred in connection with the sale of property. $ 37,637 $ 3,644 ======== ======== The payable to AEI Fund Management, Inc. represents the balance due for the services described in 3a, b, c and d. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business. (4) Investments in Real Estate - The Company leases its properties to various tenants under triple net leases, which are classified as operating leases. Under a triple net lease, the tenant is responsible for all real estate taxes, insurance, maintenance, repairs and operating expenses of the property. The only exception is under the Lease for the Advance Auto Parts store, the Company is responsible for repairs to the structural components of the building, except for the roof, which is the tenant's responsibility. At the time the properties were acquired, the remaining primary lease terms varied from 13 to 20 years. The leases provide the tenants with three to four five-year renewal options subject to the same terms and conditions as the primary term. The leases contain rent clauses which entitle the Company to receive additional rent in future years based on stated rent increases. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (4) Investments in Real Estate - (Continued) The Company's properties are commercial, single-tenant buildings. The Children's World daycare center and Jared Jewelry store were constructed and acquired in 2002. The land for the Johnny Carino's restaurant was acquired in 2002 and construction of the restaurant was completed in 2003. The Tia's Tex-Mex restaurant in Tampa, Florida was constructed in 1996 and acquired in 2003. The Tia's Tex-Mex restaurant in Salisbury, Maryland was constructed in 1999 and acquired in 2003. The Applebee's restaurant in Sandusky, Ohio was constructed in 1995 and acquired in 2004. The CarMax auto superstore was constructed in 2003 and acquired in 2005. The Advance Auto Parts store was constructed in 2004 and acquired in 2006. The Applebee's restaurant in Fishers, Indiana was constructed in 1996 and acquired in 2006. There have been no costs capitalized as improvements subsequent to the acquisition. The cost of the properties not held for sale and related accumulated depreciation at December 31, 2006 are as follows: Buildings and Accumulated Property Land Equipment Total Depreciation Children's World, Tinley Park, IL $ 354,397 $1,547,448 $ 1,901,845 $ 286,278 Jared Jewelry, Pittsburgh, PA 1,366,403 1,254,490 2,620,893 206,992 Johnny Carino's, Littleton, CO 792,084 1,431,671 2,223,755 250,825 Applebee's, Sandusky, OH 504,220 1,057,051 1,561,271 112,752 CarMax, Lithia Springs, GA 570,918 749,418 1,320,336 53,709 Advance Auto Parts, Middletown, OH 91,836 744,054 835,890 17,361 Applebee's, Fishers, IN 1,204,372 1,798,181 3,002,553 20,979 ---------- ---------- ----------- --------- $4,884,230 $8,582,313 $13,466,543 $ 948,896 ========== ========== =========== ========= On March 18, 2005, the Company purchased a 14% interest in a CarMax auto superstore in Lithia Springs, Georgia for $1,320,336. The property is leased to CarMax Auto Superstores, Inc. under a Lease Agreement with a remaining primary term of 13.4 years and initial annual rent of $95,256. On June 1, 2006, the Company purchased a 45% interest in an Advance Auto Parts store in Middletown, Ohio for $835,890. The property is leased to Advance Stores Company, Inc. under a Lease Agreement with a remaining primary term of 13.2 years and initial annual rent of $58,647. On September 21, 2006, the Company purchased an Applebee's restaurant in Fishers, Indiana for $3,002,553. The property is leased to Apple Indiana II LLC under a Lease Agreement with a primary term of 20 years and initial annual rent of $216,547. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (4) Investments in Real Estate - (Continued) Subsequent to December 31, 2006, the Company purchased a 50% interest in a Tractor Supply Company store in Grand Forks, North Dakota for approximately $1,383,000. The property is leased to Tractor Supply Company under a Lease Agreement with a remaining primary term of 13.9 years and initial annual rent of $102,351. For properties owned as of December 31, 2006, the minimum future rent payments required by the leases are as follows: 2007 $ 1,611,275 2008 1,679,963 2009 1,689,733 2010 1,692,098 2011 1,698,546 Thereafter 16,921,385 ----------- $25,293,000 =========== There were no contingent rents recognized in 2006 and 2005. (5) Major Tenants - The following schedule presents rent revenue from individual tenants, or affiliated groups of tenants, who each contributed more than ten percent of the Company's total rent revenue for the year ended December 31: Tenants Industry 2006 2005 Tia's Restaurant Group Restaurant $ 465,850 $ 464,100 Sterling Jewelers Inc. Retail 240,285 240,285 Kona Restaurant Group, Inc. Restaurant 229,512 227,240 KinderCare Learning Centers, Inc. Child Care 180,212 180,212 Apple American Group Restaurant 179,018 N/A Champps Entertainment of Texas, Inc. Restaurant N/A 316,500 ---------- ---------- Aggregate rent revenue of major tenants $1,294,877 $1,428,337 ========== ========== Aggregate rent revenue of major tenants as a percentage of total rent revenue 76% 80% ========== ========== AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (6) Discontinued Operations - In December 2003, Austin Pancho's I, LLC (API), the tenant of the Pancho's restaurant in Round Rock, Texas, reported to the Company that it was experiencing financial problems as a result of lower than expected sales. API did not make any rental payments after November 2003. Through November 20, 2005, API owed $378,779 for past due rent, which has not been accrued due to the uncertainty of collection. During 2005 and 2004, the Company incurred $168,213 of real estate tax expense related to 2003, 2004 and 2005 taxes and assessments due on the property. Due to the uncertainty of collection, the Company expensed these amounts, which are normally the responsibility of the tenant. The Company retained legal counsel to represent its interests in this matter. In May 2004, the Company terminated API's right to possession of the property. The Lease Agreement was not terminated and the Company pursued its legal options to collect past due amounts and any damages from API and the guarantors of the Lease. The Company obtained a judgment against one of the guarantors. Thus far, collection efforts have been unsuccessful and there appear to be no immediate prospects for collection on the judgment. In September 2005, the Company entered into an agreement to sell the property for $1,050,000 to an unrelated third party. In the third quarter of 2005, a charge to discontinued operations for real estate impairment of $356,000 was recognized, which was the difference between the book value at September 30, 2005 of $1,350,000 and the estimated net sale proceeds of $994,000. The charge was recorded against the cost of the land and building. On November 21, 2005, the sale closed with the Company receiving net sale proceeds of $995,082, which resulted in a net gain of $1,082. In February 2004, Garden Ridge, L.P. (GR), the tenant of the Garden Ridge retail store in Woodlands, Texas, filed for Chapter 11 bankruptcy reorganization. In press releases, GR reported rejecting the leases of 9 of 44 stores and that it was attempting to renegotiate lease terms for its other stores. The Woodlands store was not identified as one of the nine to be closed. GR entered into negotiations with the property owners of the Woodlands store to arrive at an agreement to modify rental terms that would induce GR to assume the Lease for this property. GR and the property owners subsequently agreed to a Lease amendment to reduce the annual rent by 23%, with a 10% rent increase on January 1, 2008. The Company's share of the new rental amount is $168,636. The amendment provides for additional rental payments if the store's sales exceed certain stated amounts. The amendment also calls for the owners to waive rent for one month during the first six months following the bankruptcy court's approval of GR's assumption of the Lease. With the exception of February 2004, GR made all rental payments due under its original Lease. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (6) Discontinued Operations - (Continued) On April 28, 2005, the bankruptcy court approved GR's Plan of Reorganization. As part of the Plan, the Lease for the Woodlands store was assumed by GR and the Lease amendment became effective. Pursuant to the amendment, GR selected July 2005 as the one month to have rent waived. In May 2005, GR paid the rent due for February 2004 and, pursuant to the amendment, GR was entitled to credit an equal amount against any installment of rent due in the future. GR applied the credit for the February rent against rent due for August and September 2005. On November 3, 2006, the Company sold its 23% interest in the Garden Ridge retail store in Woodlands, Texas to an unrelated third party. The Company received net sale proceeds of $2,006,876, which resulted in a net gain of $263,221. At the time of sale, the cost and related accumulated depreciation was $1,912,690 and $169,035, respectively. Through the date of sale, GR complied with all Lease terms as amended. In May, 2006, the Company entered into an agreement to sell the Champps Americana restaurant in Houston, Texas to the tenant. On May 31, 2006, the sale closed with the Company receiving net sale proceeds of $3,147,170, which resulted in a net gain of $311,460. At the time of sale, the cost and related accumulated depreciation was $3,106,301 and $270,591, respectively. On September 26, 2006, Tia's Florida, LLC and Tia's Maryland, LLC, the tenants of the Tia's Tex-Mex restaurants in Tampa, Florida and Salisbury Maryland filed for Chapter 7 bankruptcy, which leads to liquidation and dissolution of the companies. The tenants closed the restaurants. The primary guarantor of the Leases, Julio's Investors LLC (Julio's), is continuing to pay the rent and property expenses. The Company and Julio's are discussing a potential buyout of the Lease guarantees whereby the Company would release Julio's from its guarantees in exchange for a lump sum payment. The Company is actively marketing the properties for sale. The Company has evaluated the Leases and property values and decided that there is no impairment loss at this time. At December 31, 2006, the properties were classified as Real Estate Held for Sale with a book value of $4,280,251. During 2006 and 2005, the Company distributed $80,808 and $323,232 of net sale proceeds to the Limited and Managing Members as part of their quarterly distributions, which represented $3.25 and $12.95 per LLC Unit, respectively. The Company anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Members in the future. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (6) Discontinued Operations - (Continued) The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements. The following are the results of discontinued operations for the years ended December 31: 2006 2005 Rental Income $ 748,885 $ 935,183 Property Management Expenses (46,490) (182,027) Depreciation (140,935) (242,717) Real Estate Impairment 0 (356,000) Gain on Disposal of Real Estate 574,681 1,082 ---------- ---------- Income from Discontinued Operations $1,136,141 $ 155,521 ========== ========== (7) Members' Capital - Cash distributions of $44,413 and $39,414 were made to the Managing Members and $1,489,875 and $1,489,871 were made to the Limited Members for the years ended December 31, 2006 and 2005, respectively. The Limited Members' distributions represent $60.42 and $60.29 per LLC Unit outstanding using 24,658 and 24,711 weighted average Units in 2006 and 2005, respectively. The distributions represent $60.42 and $13.52 per Unit of Net Income and $-0- and $46.77 per Unit of return of contributed capital in 2006 and 2005, respectively. As part of the Limited Members' distributions discussed above, the Company distributed $80,000 and $320,000 of proceeds from property sales in 2006 and 2005, respectively. In 2006 and 2005, the distribution of sale proceeds reduced the Limited Members' Adjusted Capital Contributions by $43,707 and $164,814, respectively. The Company may acquire Units from Limited Members who have tendered their Units to the Company. Such Units may be acquired at a discount. The Company 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 Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Members, such purchase would impair the capital or operation of the Company. AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (7) Members' Capital - (Continued) During 2006, three Limited Members redeemed a total of 44 Units for $33,820 in accordance with the Operating Agreement. During 2005, two Limited Members redeemed a total of 162.5 Units for $137,641. The Company acquired these Units using Net Cash Flow from operations. The redemptions increase the remaining Limited Member's ownership interest in the Company. As a result of these redemption payments and pursuant to the Operating Agreement, the Managing Members received distributions of $1,046 and $4,257 in 2006 and 2005, respectively. After the effect of redemptions and the return of capital from the sale of property, the Adjusted Capital Contribution, as defined in the Operating Agreement, is $999.92 per original $1,000 invested. (8) Income Taxes - The following is a reconciliation of net income for financial reporting purposes to income reported for federal income tax purposes for the years ended December 31: 2006 2005 Net Income for Financial Reporting Purposes $1,654,834 $ 493,638 Depreciation for Tax Purposes Under Depreciation for Financial Reporting Purposes 106,722 129,314 Income Accrued for Tax Purposes Over (Under) Income for Financial Reporting Purposes (308,157) 77,454 Property Expenses for Tax Purposes (Over) Under Expenses for Financial Reporting Purposes (241,687) 129,538 Amortization of Start-Up and Organization Costs (2,451) (2,939) Real Estate Impairment Loss Not Recognized for Tax Purposes 0 356,000 Gain / Loss on Sale of Real Estate for Tax Purposes Compared to Gain for Financial Reporting Purposes (124,663) (773,906) ---------- ---------- Taxable Income to Members $1,084,598 $ 409,099 ========== ========== AEI INCOME & GROWTH FUND 24 LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 (8) Income Taxes - (Continued) The following is a reconciliation of Members' Equity for financial reporting purposes to Members' Equity reported for federal income tax purposes for the years ended December 31: 2006 2005 Members' Equity for Financial Reporting Purposes $18,898,332 $18,812,652 Adjusted Tax Basis of Investments in Real Estate Over Net Investments in Real Estate for Financial Reporting Purposes 302,140 320,081 Income Accrued for Tax Purposes Over Income for Financial Reporting Purposes 15,018 323,175 Property Expenses for Tax Purposes Under Expenses for Financial Reporting Purposes 0 241,687 Capitalized Start-Up Costs Under Section 195 8,697 8,697 Amortization of Start-Up and Organization Costs (14,697) (12,246) Organization and Syndication Costs Treated as Reduction of Capital for Financial Reporting Purposes 3,665,328 3,665,328 ---------- ---------- Members' Equity for Tax Reporting Purposes $22,874,818 $23,359,374 ========== ========== (9) Fair Value of Financial Instruments - The estimated fair values of the financial instruments, none of which are held for trading purposes, are as follows at December 31: 2006 2005 Carrying Fair Carrying Fair Amount Value Amount Value Money Market Funds $2,542,078 $2,542,078 $1,306,097 $1,306,097 --------- --------- --------- --------- Total Cash and Cash Equivalents $2,542,078 $2,542,078 $1,306,097 $1,306,097 ========= ========= ========= ========= ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 8A. CONTROLS AND PROCEDURES. (a) Evaluation of disclosure controls and procedures Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing Member of the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act). Based upon that evaluation, the President and Chief Financial Officer of the Managing Member concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of the Company are adequately designed to ensure that information required to be disclosed by us in the reports 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 Member, in a manner that allows timely decisions regarding required disclosure. (b) Changes in internal controls There were no significant changes made in the Company's internal controls during the most recent period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. ITEM 8B. OTHER INFORMATION. None. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. The registrant is a limited liability company and has no officers, directors, or direct employees. The Managing Members manage and control the Company's affairs and have general responsibility and the ultimate authority in all matters affecting the Company's business. The Managing Members are AEI Fund Management XXI, Inc. (AFM), the Managing Member, and Robert P. Johnson, Chief Executive Officer, President and sole director of AFM, the Special Managing Member. AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder. AFM has only one senior financial executive, its Chief Financial Officer. The Chief Financial Officer reports directly to Mr. Johnson and is accountable for his actions to Mr. Johnson. Although Mr. Johnson and AFM require that all of their personnel, including the Chief Financial Officer, engage in honest and ethical conduct, ensure full, fair, accurate, timely, and understandable disclosure, comply with all applicable governmental laws, rules and regulations, and report to Mr. Johnson any deviation from these principles, because the organization is composed of only approximately 35 individuals, because the management of a company by an entity that has different interests in distributions and income than investors involves numerous conflicts of interest that must be resolved on a daily basis, and because the ultimate decision maker in all instances is Mr. Johnson, AFM has not adopted a formal code of conduct. Instead, the materials pursuant to which investors purchase Units disclose these conflicts of interest in detail and Mr. Johnson, as the CEO and sole director of AFM, resolves conflicts to the best of his ability, consistent with his fiduciary obligations to AFM and the fiduciary obligations of AFM to the Company. The director and officers of AFM are as follows: Robert P. Johnson, age 62, is Chief Executive Officer, President and sole director and has held these positions since the formation of AFM in August 1994, and has been elected to continue in these positions until December 2007. From 1970 to the present, he had been employed exclusively in the investment industry, specializing in limited partnership investments. In that capacity, he has been involved in the development, analysis, marketing and management of public and private investment programs investing in net lease properties as well as public and private investment programs investing in energy development. Since 1971, Mr. Johnson has been the president, a director and a registered principal of AEI Securities, Inc., which is registered with the SEC as a securities broker-dealer, is a member of the National Association of Securities Dealers, Inc. (NASD) and is a member of the Security Investors Protection Corporation (SIPC). Mr. Johnson has been president, a director and the principal shareholder of AEI Fund Management, Inc., a real estate management company founded by him, since 1978. Mr. Johnson is currently a general partner or principal of the general partner in ten limited partnerships and a managing member in four LLCs. ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. (Continued) Patrick W. Keene, age 47, is Chief Financial Officer, Treasurer and Secretary and has held these positions since January 22, 2003 and has been elected to continue in these positions until December 2007. Mr. Keene has been employed by AEI Fund Management, Inc. and affiliated entities since 1986. Prior to being elected to the positions above, he was Controller of the various entities. From 1982 to 1986, Mr. Keene was with KPMG Peat Marwick Certified Public Accountants, first as an auditor and later as a tax manager. Mr. Keene is responsible for all accounting functions of AFM and the registrant. Since Mr. Johnson serves as the Special Managing Member of the Company, as well as the sole director of AFM, all of the duties that might be assigned to an audit committee are assigned to Mr. Johnson. Mr. Johnson is not an audit committee financial expert, as defined. As an officer and majority owner, through a parent company, of AFM, and as the Special Managing Member, Mr. Johnson is not a "disinterested director" and may be subject to a number of conflicts of interests in his capacity as sole director of AFM. Before the independent auditors are engaged, Mr. Johnson, as the sole director of AFM, approves all audit-related fees, and all permissible nonaudit fees, for services of our auditors. Section 16(a) Beneficial Ownership Reporting Compliance Under federal securities laws, the directors and officers of the Managing Member of the Company, and any beneficial owner of more than 10% of a class of equity securities of the Company, are required to report their ownership of the Company's equity securities and any changes in such ownership to the Securities and Exchange Commission (the "Commission"). Specific due dates for these reports have been established by the Commission, and the Company is required to disclose in this Annual Report on 10- KSB any delinquent filing of such reports and any failure to file such reports during the fiscal year ended December 31, 2006. Based upon information provided by officers and directors of the Managing Member, all officers, directors and 10% owners filed all reports on a timely basis in the 2006 fiscal year. ITEM 10. EXECUTIVE COMPENSATION. The Managing Member and affiliates are reimbursed at cost for all services performed on behalf of the registrant and for all third party expenses paid on behalf of the registrant. The cost for services performed on behalf of the registrant is actual time spent performing such services plus an overhead burden. These services include organizing the registrant and arranging for the offer and sale of Units, reviewing properties for acquisition and rendering administrative, property management and property sales services. The amount and nature of such payments are detailed in Item 12 of this annual report on Form 10-KSB. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information pertaining to the ownership of the Units by each person known by the Company to beneficially own 5% or more of the Units, by each Managing Member, and by each officer or director of the Managing Member as of February 28, 2007: Name and Address Number of Percent of Beneficial Owner Units Held of Class AEI Fund Management XXI, Inc. 0 0% Robert P. Johnson 0 0% Patrick W. Keene 0 0% Address for all: 1300 Wells Fargo Place 30 East 7th Street, St. Paul, Minnesota 55101 The Managing Members know of no holders of more than 5% of the outstanding Units. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The registrant, AFM and its affiliates have common management and utilize the same facilities. As a result, certain administrative expenses are allocated among these related entities. All of such activities and any other transactions involving the affiliates of the Managing Member of the registrant are governed by, and are conducted in conformity with, the limitations set forth in the Operating Agreement of the registrant. Reference is made to Note 3 of the Financial Statements, as presented, and is incorporated herein by reference, for details of related party transactions for the years ended December 31, 2006 and 2005. Neither the registrant, nor the Managing Member of the registrant, has a board of directors consisting of any members who are "independent." The sole director of the Managing Member, Robert P. Johnson, is also the Special Managing Member of the registrant, and is the Chief Executive Officer, and indirectly the principal owner, of the Managing Member. Accordingly, there is no disinterested board, or other functioning body, that reviews related party transactions, or the transactions between the registrant and the Managing Members, except as performed in connection with the audit of its financial statements. The limitations included in the Operating Agreement require that the cumulative reimbursements to the Managing Members and their affiliates for certain expenses will not exceed an amount equal to the sum of (i) 20% of capital contributions, (ii) 1% of gross revenues, plus an initial leasing fee of 3% of gross revenues for the first five years of the original term of each lease, (iii) 3% of Net Proceeds of Sale, and (iv) 10% of Net Cash Flow less the Net Cash Flow actually distributed to the Managing Members. The cumulative reimbursements subject to this limitation are reimbursements for (i) organization and offering expenses, including commissions, (ii) acquisition expenses, (iii) services provided in the sales effort of properties, and (iv) expenses of controlling persons and overhead expenses directly attributable to the forgoing services or attributable to administrative services. As of December 31, 2006, these cumulative reimbursements to the Managing Members and their affiliates did not exceed the limitation amount. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. (Continued) The following table sets forth the forms of compensation, distributions and cost reimbursements paid by the registrant to the Managing Members or their Affiliates in connection with the operation of the Fund and its properties for the period from inception through December 31, 2006. Person or Entity Amount Incurred From Receiving Form and Method Inception (December 7, 2000) Compensation of Compensation To December 31, 2006 AEI Securities, Inc. Selling Commissions equal to 10% $2,482,128 of proceeds, most of which were reallowed to Participating Dealers. Managing Members Reimbursement at Cost for other $1,200,499 and Affiliates Organization and Offering Costs. Managing Members Reimbursement at Cost for all $ 149,453 and Affiliates Acquisition Expenses. Managing Members Reimbursement at Cost for all $1,078,274 and Affiliates Administrative Expenses attributable to the Fund, including all expenses related to management of the Fund's properties and all other transfer agency, reporting, Member relations and other administrative functions. Managing Members Reimbursement at Cost for all $ 120,614 and Affiliates expenses related to the disposition of the Fund's properties. Managing Members 3% of Net Cash Flow in any fiscal $ 168,719 year. Managing Members 1% of distributions of Net Proceeds $ 10,185 of Sale until Limited Members have received an amount equal to (a) their Adjusted Capital Contributions, plus (b) an amount equal to 7% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously distributed. 10% of distributions of Net Proceeds of Sale thereafter. PART IV ITEM 13. EXHIBITS. 3.1 Certificate of Limited Liability Company (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed on December 29, 2000 [File No. 333-52960]). 3.2 Operating Agreement to the Prospectus (incorporated by reference to Exhibit A of the registrant's Registration Statement on Form 424B3 filed on June 18, 2001 [File No. 333-52960]). 10.1 Net Lease Agreement dated May 22, 2002 between the Company and ARAMARK Educational Resources, Inc. relating to the Property at 9460 W. 179th Street, Tinley Park, Illinois (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 3, 2002). 10.2 Net Lease Agreement dated September 23, 2002 between the Company and Kona Restaurant Group, Inc. relating to the Property at 10025 W San Juan Way, Littleton, Colorado (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed November 14, 2002). 10.3 Assignment and Assumption of Lease dated November 7, 2002 between the Company, AEI Private Net Lease Millennium Fund Limited Partnership and McKnight Road Development, LLC relating to the Property at 7381 McKnight Road, Pittsburgh, Pennsylvania (incorporated by reference to Exhibit 10.4 of Form 10-QSB filed November 14, 2002). 10.4 First Amendment to Net Lease Agreement dated April 10, 2003 between the Company and Kona Restaurant Group, Inc. relating to the Property at 10025 W. San Juan Way, Littleton, Colorado (incorporated by reference to Exhibit 10.2 of Form 8-K filed April 23, 2003). 10.5 Net Lease Agreement dated December 10, 2003 between the Company and Tia's Florida, LLC relating to the Property at 1053 North Dale Mabry, Tampa, Florida (incorporated by reference to Exhibit 10.3 of Form 8-K filed December 24, 2003). 10.6 Net Lease Agreement dated December 10, 2003 between the Company and Tia's Maryland, LLC relating to the Property at 2318 North Salisbury Boulevard, Salisbury, Maryland (incorporated by reference to Exhibit 10.4 of Form 8-K filed December 24, 2003). 10.7 Assignment and Assumption of Lease dated April 30, 2004 between the Company, AEI Net Lease Income & Growth Fund XX Limited Partnership and PRECO II CRIC LLC relating to the Property at 5503 Milan Road, Sandusky, Ohio (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed May 14, 2004). 10.8 Assignment and Assumption of Lease dated March 18, 2005 between the Company, AEI Income & Growth Fund XXI Limited Partnership, AEI Income & Growth Fund 25 LLC, AEI Private Net Lease Millennium Fund Limited Partnership and Silver Capital Net Lease Fund II, LLC relating to the Property at 1977 Thornton Road, Lithia Springs, Georgia (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed May 13, 2005). 10.9 Purchase Agreement dated September 19, 2005 between the Company and Hamid Zarafshani relating to the Property at 2850 35IH North, Round Rock, Texas (incorporated by reference to Exhibit 10.1 of Form 10-QSB filed November 14, 2005). 10.10 Purchase Agreement dated May 3, 2006 between the Company and Champps Operating Corporation relating to the Property at 11681 Westheimer Road, Houston, Texas (incorporated by reference to Exhibit 10.1 of Form 10-QSB filed May 12, 2006). 10.11 Assignment and Assumption of Purchase and Sale Agreement dated May 24, 2006 between the Company, AEI Income & Growth Fund 26 LLC and AEI Fund Management, Inc. relating to the Property at 65 North University Boulevard, Middletown, Ohio (incorporated by reference to Exhibit 10.1 of Form 10-QSB filed August 14, 2006). ITEM 13. EXHIBITS. (Continued) 10.12 Assignment and Assumption of Lease dated May 31, 2006 between the Company, AEI Income & Growth Fund 26 LLC and Blue Bell Partners, LLC relating to the Property at 65 North University Boulevard, Middletown, Ohio (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed August 14, 2006). 10.13 Contract of Sale dated August 17, 2006 between the Company, various other property owners and Compson Holding Corporation relating to the Property at 16778 Interstate 45 South, Conroe (Woodlands), Texas (incorporated by reference to Exhibit 10.1 of Form 10-QSB filed November 9, 2006). 10.14 Assignment and Assumption of Purchase Agreement dated September 11, 2006 between the Company and AEI Fund Management, Inc. relating to the Property at 8310 E. 96th Street, Fishers, Indiana (incorporated by reference to Exhibit 10.1 of Form 8-K filed September 26, 2006). 10.15 Net Lease Agreement dated September 21, 2006 between the Company and Apple Indiana II LLC relating to the Property at 8310 E. 96th Street, Fishers, Indiana (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 26, 2006). 31.1 Certification of Chief Executive Officer of Managing Member 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 Managing Member 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 Managing Member pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The following is a summary of the fees billed to the Company by Boulay, Heutmaker, Zibell & Co. P.L.L.P. for professional services rendered for the years ended December 31, 2006 and 2005: Fee Category 2006 2005 Audit Fees $ 13,650 $ 12,750 Audit-Related Fees 0 682 Tax Fees 0 0 All Other Fees 0 0 --------- -------- Total Fees $ 13,650 $ 13,432 ========= ======== Audit Fees - Consists of fees billed for professional services rendered for the audit of the Company's annual financial statements and review of the interim financial statements included in quarterly reports, and services that are normally provided by Boulay, Heutmaker, Zibell & Co. P.L.L.P. in connection with statutory and regulatory filings or engagements. Audit-Related Fees - Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." These services include consultations concerning financial accounting and reporting standards. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (Continued) Tax Fees - Consists of fees billed for professional services for federal and state tax compliance, tax advice and tax planning. All Other Fees - Consists of fees for products and services other than the services reported above. Policy for Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors Before the Independent Auditors are engaged by the Company to render audit or non-audit services, the engagement is approved by Mr. Johnson acting as the Company's audit committee. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AEI INCOME & GROWTH FUND 24 Limited Liability Company By: AEI Fund Management XXI, Inc. Its Managing Member March 23, 2007 By: /s/ Robert P Johnson Robert P. Johnson, President and Director (Principal Executive Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/Robert P Johnson President (Principal Executive Officer) March 23, 2007 Robert P. Johnson and Sole Director of Managing Member /s/Patrick W Keene Chief Financial Officer and Treasurer March 23, 2007 Patrick W. Keene (Principal Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

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1/1/0816
Filed on:3/27/07
3/23/0716
2/28/0716
For Period End:12/31/061610KSB/A
12/1/061
11/9/066
11/3/06168-K
9/26/06168-K
9/21/06168-K
9/11/066
8/17/066
8/14/06610QSB
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5/12/06610QSB
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12/31/051610KSB
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11/20/0516
11/14/05610QSB
9/30/051610QSB
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5/13/05610QSB
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3/18/0516
12/31/04510KSB
5/14/04610QSB
4/30/0416
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5/17/0316
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11/7/0268-K
9/23/026
6/3/0268-K
5/22/0268-K
10/31/0116
6/18/016424B3
5/18/011
12/29/006SB-2
12/7/006
11/21/0016
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3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/01/08  SEC                               UPLOAD10/04/17    1:20K  Aei Income & Growth Fund 24 LLC
 2/01/08  SEC                               UPLOAD10/04/17    1:25K  Aei Income & Growth Fund 24 LLC
10/26/07  SEC                               UPLOAD10/04/17    1:43K  Aei Income & Growth Fund 24 LLC
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Filing Submission 0000819577-07-000018   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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