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Aei Income & Growth Fund XXI Ltd. Partnership – ‘10-Q’ for 6/30/22

On:  Wednesday, 8/10/22, at 6:47pm ET   ·   As of:  8/11/22   ·   For:  6/30/22   ·   Accession #:  894245-22-99   ·   File #:  33-85076

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

 8/11/22  Aei Income & Growth Fund XXI LP   10-Q        6/30/22   30:1.5M                                   Aei Net Lease Inc… XX LP

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Inline XBRL Document                                HTML    337K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     14K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     14K 
 4: EX-32       Section 1350 Certifications                         HTML     13K 
10: R1          Document And Entity Information                     HTML     65K 
11: R2          Balance Sheet                                       HTML     86K 
12: R3          Balance Sheet (Parentheticals)                      HTML     16K 
13: R4          Statement of Income                                 HTML     58K 
14: R5          Statement of Cash Flows                             HTML     66K 
15: R6          Statement of Changes in Partners' Capital           HTML     48K 
16: R7          Basis of Accounting                                 HTML     13K 
17: R8          Organization                                        HTML     15K 
18: R9          Recently Issued Accounting Pronouncements           HTML     14K 
19: R10         Real Estate Investments                             HTML     18K 
20: R11         Payable to AEI Fund Management, Inc.                HTML     13K 
21: R12         Partners' Capital                                   HTML     14K 
22: R13         Fair Value Measurements                             HTML     14K 
23: R14         Accounting Policies, by Policy (Policies)           HTML     15K 
24: R15         Real Estate Investments (Details)                   HTML     92K 
25: R16         Partners' Capital (Details)                         HTML     33K 
28: XML         IDEA XML File -- Filing Summary                      XML     41K 
26: XML         XBRL Instance -- aei21-20220630_htm                  XML    224K 
27: EXCEL       IDEA Workbook of Financial Reports                  XLSX     40K 
 5: EX-101.CAL  XBRL Calculations -- aei21-20220630_cal              XML     64K 
 6: EX-101.DEF  XBRL Definitions -- aei21-20220630_def               XML    221K 
 7: EX-101.LAB  XBRL Labels -- aei21-20220630_lab                    XML    471K 
 8: EX-101.PRE  XBRL Presentations -- aei21-20220630_pre             XML    220K 
 9: EX-101.SCH  XBRL Schema -- aei21-20220630                        XSD     70K 
29: JSON        XBRL Instance as JSON Data -- MetaLinks              117±   164K 
30: ZIP         XBRL Zipped Folder -- 0000894245-22-000099-xbrl      Zip     80K 


‘10-Q’   —   Inline XBRL Document


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 iX:   C:   C:   C: 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM  i 10-Q
 
 i QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:   i June 30,  i 2022 / 
 
Commission File Number:   i 000-29274
 
 i AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
 
State of  i  i Minnesota / 
 
 i 41-1789725
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 i 30 East 7th Street, Suite 1300
 i St. Paul, Minnesota  i 55101
 
( i 651)  i 227-7333
(Address of principal executive offices)
 
(Registrant’s telephone number)
 
 i Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 i  i NONE / 
 
NONE
 
NONE
 
Securities registered pursuant to Section 12(g) of the Act:
 
 i Limited Partnership Units
 
 
(Title of class)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes     No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  i Yes     No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 i  Large accelerated filer
Accelerated filer
 i   i Non-accelerated filer
Smaller reporting company
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  i 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  i  Yes     No
 
As of July 31, 2022, there were  i 17,076.71 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.
1

 
AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
 
INDEX
 
 
         
   
Page
Part I – Financial Information
 
       
 
Item 1.
Financial Statements (unaudited):
 
       
   
Balance Sheets as of June 30, 2022 and December 31, 2021
3
       
   
Statements for the Periods ended June 30, 2022 and 2021:
 
         
     
Income
4
         
     
Cash Flows
5
         
     
Changes in Partners’ Capital
6
         
   
Condensed Notes to Financial Statements
7 - 10
       
 
Item 2.
Management's Discussion and Analysis of Financial
 
     
Condition and Results of Operations
10 - 16
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
       
 
Item 4.
Controls and Procedures
17
       
Part II – Other Information
 
       
 
Item 1.
Legal Proceedings
17
       
 
Item 1A.
Risk Factors
17
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
       
 
Item 3.
Defaults Upon Senior Securities
18
       
 
Item 4.
Mine Safety Disclosures
18
       
 
Item 5.
Other Information
18
       
 
Item 6.
Exhibits
19
       
Signatures
19
 
2

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
BALANCE SHEETS
 
ASSETS
 
   
June 30,
 
     
2021
   
(unaudited)
   
Current Assets:
 
 
   
Cash
$
 i 105,800
$
 i 3,225,626
Rent Receivable
 
 i 0
 
 i 4,299
Miscellaneous Receivable
 
 i 726
 
 i 0
Total Current Assets
 
 i 106,526
 
 i 3,229,925
   
 
 
 
Real Estate Investments:
 
 
 
 
Land
 
 i 3,447,470
 
 i 1,910,004
Buildings
 
 i 9,824,313
 
 i 6,446,019
Acquired Intangible Lease Assets
 
 i 864,490
 
 i 443,785
Real Estate Held for Investment, at cost
 
 i 14,136,273
 
 i 8,799,808
Accumulated Depreciation and Amortization
 
( i 3,040,495)
 
( i 2,856,987)
Real Estate Held for Investment, Net
 
 i 11,095,778
 
 i 5,942,821
Real Estate Held for Sale
 
 i 0
 
 i 1,182,556
Total Real Estate Investments
 
 i 11,095,778
 
 i 7,125,377
Total Assets
$
 i 11,202,304
$
 i 10,355,302
LIABILITIES AND PARTNERS' CAPITAL
 
Current Liabilities:
 
 
 
 
Payable to AEI Fund Management, Inc.
$
 i 132,747
$
 i 50,930
Distributions Payable
 
 i 170,707
 
 i 173,233
Unearned Rent
 
 i 9,166
 
 i 0
Total Current Liabilities
 
 i 312,620
 
 i 224,163
 
 
 
 
 
Long-term Liabilities:
 
 
 
 
Acquired Below-Market Lease Intangibles, Net
 
 i 29,053
 
 i 33,107
 
 
 
 
 
Partners’ Capital :
 
 
 
 
General Partners
 
 i 12,630
 
 i 109
Limited Partners –  i  i 24,000 /  Units authorized;
    i  i 17,076.71 /  and  i  i 17,429 /  Units issued and outstanding
   as of 6/30/2022 and 12/31/2021
 
 i 10,848,001
 
 i 10,097,923
Total Partners' Capital
 
 i 10,860,631
 
 i 10,098,032
Total Liabilities and Partners' Capital
$
 i 11,202,304
$
 i 10,355,302
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
3

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(unaudited)
 
 
 
Three Months Ended June 30
 
Six Months Ended June 30
 
 
2022
 
2021
 
2022
 
2021
 
 
 
 
 
 
 
 
 
Rental Income
$
 i 215,707
$
 i 210,498
$
 i 400,599
$
 i 391,004
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Partnership Administration – Affiliates
 
 i 34,504
 
 i 36,550
 
 i 74,967
 
 i 80,206
Partnership Administration and Property
   Management – Unrelated Parties
 
 i 22,942
 
 i 22,046
 
 i 35,841
 
 i 57,064
Depreciation and Amortization
 
 i 108,022
 
 i 96,573
 
 i 183,508
 
 i 180,029
Total Expenses
 
 i 165,468
 
 i 155,169
 
 i 294,316
 
 i 317,299
 
 
 
 
 
 
 
 
 
Operating Income
 
 i 50,239
 
 i 55,329
 
 i 106,283
 
 i 73,705
 
 
 
 
 
 
 
 
 
Other Income:
 
 
 
 
 
 
 
 
Interest Income
 
 i 1,048
 
 i 554
 
 i 1,821
 
 i 1,533
Gain on Sale of Real Estate
 
 i 0
 
 i 0
 
 i 1,268,078
 
 i 0
Total Other Income
 
 i 1,048
 
 i 554
 
 i 1,269,899
 
 i 1,533
 
 
 
 
 
 
 
 
 
Net Income
$
 i 51,287
$
 i 55,883
$
 i 1,376,182
$
 i 75,238
 
 
 
 
 
 
 
 
 
Net Income Allocated:
 
 
 
 
 
 
 
 
General Partners
$
 i 4,364
$
 i 558
$
 i 18,656
$
 i 752
Limited Partners
 
 i 46,923
 
 i 55,325
 
 i 1,357,526
 
 i 74,486
Total
$
 i 51,287
$
 i 55,883
$
 i 1,376,182
$
 i 75,238
 
 
 
 
 
 
 
 
 
Net Income per Limited Partnership Unit
$
 i 2.75
$
 i 3.08
$
 i 78.68
$
 i 4.05
 
 
 
 
 
 
 
 
 
Weighted Average Units Outstanding –
      Basic and Diluted
 
 i 17,077
 
 i 17,947
 
 i 17,253
 
 i 18,369
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
4

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(unaudited)
 
 
 
Six Months Ended June 30
 
 
2022
 
2021
Cash Flows from Operating Activities:
 
 
 
 
Net Income
$
 i 1,376,182
$
 i 75,238
 
 
 
 
 
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
 
 
 
 
Depreciation and Amortization
 
 i 179,454
 
 i 175,975
Gain on Sale of Real Estate
 
( i 1,268,078)
 
 i 0
(Increase) Decrease in Rent Receivable
 
 i 4,299
 
 i 12,326
(Increase) Decrease in Miscellaneous Receivable
 
( i 726)
 
 i 0
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
 
 i 81,817
 
 i 13,896
Increase (Decrease) in Unearned Rent
 
 i 9,166
 
 i 0
Total Adjustments
 
( i 994,068)
 
 i 202,197
Net Cash Provided By (Used For)
   Operating Activities
 
 i 382,114
 
 i 277,435
 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
Investments in Real Estate
 
( i 5,336,465)
 
( i 2,374,564)
Proceeds from Sale of Real Estate
 
 i 2,450,634
 
 i 0
Net Cash Provided By (Used For)
   Investing Activities
 
( i 2,885,831)
 
( i 2,374,564)
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
Distributions Paid to Partners
 
( i 346,466)
 
( i 267,872)
Repurchase of Partnership Units
 
( i 269,643)
 
( i 616,772)
Net Cash Provided By (Used For)
   Financing Activities
 
( i 616,109)
 
( i 884,644)
 
 
 
 
 
Net Increase (Decrease) in Cash
 
( i 3,119,826)
 
( i 2,981,773)
 
 
 
 
 
Cash, beginning of period
 
 i 3,225,626
 
 i 4,308,166
 
 
 
 
 
Cash, end of period
$
 i 105,800
$
 i 1,326,393
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
5

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(unaudited)
 
 
 
 
General Partners
 
Limited Partners
 
Total
 
Limited Partnership Units Outstanding
 
 
 
 
 
 
 
 
 
$
 i 11,472
$
 i 11,450,831
$
 i 11,462,303
 
 i 18,791.14
 
 
 
 
 
 
 
 
 
Distributions Declared
 
( i 1,339)
 
( i 132,597)
 
( i 133,936)
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
 i 194
 
 i 19,161
 
 i 19,355
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2021
 
 i 10,327
 
 i 11,337,395
 
 i 11,347,722
 
 i 18,791.14
 
 
 
 
 
 
 
 
 
Distributions Declared
 
( i 1,298)
 
( i 128,399)
 
( i 129,697)
 
 
 
 
 
 
 
 
 
 
 
Repurchase of Partnership Units
 
( i 6,168)
 
( i 610,604)
 
( i 616,772)
 
( i 843.97)
 
 
 
 
 
 
 
 
 
Net Income
 
 i 558
 
 i 55,325
 
 i 55,883
   
 
 
 
 
 
 
 
 
 
Balance, June 30, 2021
$
 i 3,419
$
 i 10,653,717
$
 i 10,657,136
 
 i 17,947.17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
 i 109
$
 i 10,097,923
$
 i 10,098,032
 
 i 17,429
 
 
 
 
 
 
 
 
 
Distributions Declared
 
( i 1,732)
 
( i 171,501)
 
( i 173,233)
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
 i 14,292
 
 i 1,310,603
 
 i 1,324,895
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2022
 
 i 12,669
 
 i 11,237,025
 
 i 11,249,694
 
 i 17,429
 
 
 
 
 
 
 
 
 
Distributions Declared
 
( i 1,707)
 
( i 169,000)
 
( i 170,707)
 
 
 
 
 
 
 
 
 
 
 
Repurchase of Partnership Units
 
( i 2,696)
 
( i 266,947)
 
( i 269,643)
 
( i 352.29)
 
 
 
 
 
 
 
 
 
Net Income
 
 i 4,364
 
 i 46,923
 
 i 51,287
 
 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2022
$
 i 12,630
$
 i 10,848,001
$
 i 10,860,631
 
    i 17,076.71
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
6

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2022
(unaudited)
 
 i 
(1)  The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10K.
 
 i 
(2)  Organization –
 
AEI Income & Growth Fund XXI Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. The Estate of Robert P. Johnson serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Robert P. Johnson Trust and Patricia Johnson, own a majority interest. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.
 
In January 2021, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. On March 3, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Managing General Partner will continue the operations of the Partnership for an additional 60 months at which time it will ask the Limited Partners to vote on the same two proposals.
 
7

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
 
 i 
(3)  Recently Issued Accounting Pronouncements –
 
 i In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Partnership would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance.
 
Other accounting standards that have been issued or proposed by the FASB are currently not applicable to the Partnership or are not expected to have a significant impact on the Partnership’s financial positions, results of operations and cash flows.
 
 i 
(4)  Real Estate Investments –
 
The Partnership owned a 30% interest in the Gander Mountain store in Champaign, Illinois. The remaining interests in the property were owned by affiliates of the Partnership. On March 10, 2017, Gander Mountain Company filed for Chapter 11 reorganization and announced it was closing the store, following a liquidation sale of its onsite assets. In June 2017, the tenant filed a motion with the bankruptcy court to reject the lease for this store effective June 30, 2017. At this time, the tenant returned possession of the property to the owners and the Partnership became responsible for its 30% share of real estate taxes and other costs associated with maintaining the property. The tenant paid rent through June 2017.
 
 i On August 11, 2020, the Partnership entered into a lease agreement with a primary term of 10 years with Burlington Coat Factory of Texas, Inc. (“Burlington”) as a replacement tenant for 62% of the square footage of the property. The tenant’s obligations under the lease were guaranteed by Burlington Coat Factory Warehouse Corporation. The tenant was to operate a Burlington retail store in the space. The Partnership’s 30% share of annual rent was $ i 102,980 and commenced on May 7, 2021. The Partnership was responsible for paying its 30% share of the buildout of the space, which was $ i 612,992. As part of the agreement, the Partnership paid a tenant improvement allowance of $ i 66,201 that was capitalized. The Partnership paid its 30% share of lease commissions due to real estate brokers totaling $ i 63,443 that were owed as part of the lease transaction. This amount was capitalized and was to be amortized over the term of the lease.
 
8

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
 
(4)  Real Estate Investments – (Continued)
 
 i On February 5, 2021, the Partnership entered into a lease agreement with a primary term of 10 years with Five Below, Inc. as a replacement tenant for 38% of the square footage of the property. The tenant operated a Five Below retail store in the space. The Partnerships 30% share of the annual rent was $ i 62,093 and commenced on August 27, 2021. The Partnership was responsible for its 30% share of the buildout of the space, which was $ i 250,988. As part of the agreement, the Partnership paid a tenant improvement allowance of $ i 21,995 that was capitalized. The Partnership paid its 30% share of lease commissions due to real estate brokers totaling $ i 40,804 that were due as part of the lease transaction. This amount was capitalized and was to be amortized over the term of the lease.
 
In August 2021, the Partnership entered into an agreement to sell its 30% interest in the Burlington Coat Factory and Five Below in Champaign, Illinois to an unrelated third party. On  i September 28, 2021, the sale closed with the Partnership receiving net proceeds of $ i 2,477,214, which resulted in a net gain of $ i 13,198. At the time of the sale, the cost and related accumulated depreciation was $ i 3,178,923 and $ i 714,907, respectively.
 
In December 2021, the Partnership entered into an agreement to sell its 50% interest in the Jared Jewelry store in Hanover, Maryland to an unrelated third party. On  i February 14, 2022, the sale closed with the Partnership receiving net proceeds of $ i 2,450,634, which resulted in a net gain of $ i 1,268,078. At the time of sale, the cost and related accumulated depreciation was $ i 1,989,135 and $ i 806,579, respectively.
 
On  i March 22, 2022, the Partnership purchased a 40% interest of the Memorial Hospital property in Diamondhead, Mississippi for $ i 1,610,422.  The Partnership allocated $ i 114,052 of the purchase price to Acquired Lease Assets, representing in-place intangibles.   i The property is leased to Memorial Hospital at Gulfport, Incorporated under a lease agreement with a remaining primary term of 5.3 years (as of date of purchase) and annual rent of $ i 100,320 scheduled to increase annually at 2%.
 
On  i May 11, 2022, the Partnership purchased an additional 46% joint-venture interest in the Best Buy store in Eau Claire, Wisconsin for $ i 3,726,043 from AEI Income & Growth Fund 26 LLC, an affiliate of the Partnership. The purchase price of the property was based upon the property’s fair market value as determined by an independent third party, commercial property appraiser. The property interest became available because AEI Income & Growth Fund 26 LLC was in the process of liquidating its property portfolio. The Partnership now owns 100% interest in the property. The Partnership allocated $ i 306,653 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles. The annual rent for the additional 46% interest that was purchased is $240,432.
 
9

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
 
 i 
(5)  Payable to AEI Fund Management, Inc. –
 
AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
 
 i 
(6)  Partners’ Capital –
 
For the six months ended June 30, 2022 and 2021, the Partnership declared distributions of $ i 343,940 and $ i 263,633, respectively. The Limited Partners were allocated distributions of $ i 340,501 and $ i 260,996 and the General Partners were allocated distributions of $ i 3,439 and $ i 2,637 for the periods, respectively. The Limited Partners' distributions represented $ i 19.74 and $ i 14.21 per Limited Partnership Unit outstanding using  i 17,253 and  i 18,369 weighted average Units in 2022 and 2021, respectively. The distributions represented $ i 19.74 and $ i 4.05 per Unit of Net Income and $ i 0 and $ i 10.16 per Unit of contributed capital in 2022 and 2021, respectively.
 
On April 1, 2022, the Partnership repurchased a total of  i 352.29 Units for $ i 266,947 from 30 Limited Partners in accordance with the Partnership Agreement. On April 1, 2021, the Partnership repurchased a total of  i 843.97 Units for $ i 610,604 from 36 Limited Partners. The Partnership acquired these Units using net sales proceeds.  As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $ i 2,696 and $ i 6,168 in 2022 and 2021, respectively.
 
 i 
(7)  Fair Value Measurements –
 
As of June 30, 2022 and December 31, 2021, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
 
10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
 
This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:
 
Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;
the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;
resolution by the General Partners of conflicts with which they may be confronted;
the success of the General Partners of locating properties with favorable risk return characteristics;
the effect of tenant defaults; and
the condition of the industries in which the tenants of properties owned by the Partnership operate.
 
Application of Critical Accounting Policies
 
The Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.
 
Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the managing partner of the Partnership.
 
11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Allocation of Purchase Price of Acquired Properties
 
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
 
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
 
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
 
The determination of the relative fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.
 
12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Carrying Value of Properties
 
Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.
 
Allocation of Expenses
 
AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.
 
Factors Which May Influence Results of Operations
 
The Partnership is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to the outbreak and continuing effect of the coronavirus (COVID-19) in the U.S. and globally, our tenants and operating partners may be impacted.
 
Results of Operations
 
For the six months ended June 30, 2022 and 2021, the Partnership recognized rental income of $400,599 and $391,004, respectively. In 2022, rental income increased due to the purchase of two properties in 2022 and one property in 2021, which was partially offset by the sale of one property in 2022. Based on the scheduled rent for the properties owned as of July 31, 2022, the Partnership expects to recognize rental income of approximately $883,000 in 2022.
 
The Partnership owned a 30% interest in the Gander Mountain store in Champaign, Illinois. The remaining interests in the property were owned by affiliates of the Partnership. On March 10, 2017, Gander Mountain Company filed for Chapter 11 reorganization and announced it was closing the store, following a liquidation sale of its onsite assets. In June 2017, the tenant filed a motion with the bankruptcy court to reject the lease for this store effective June 30, 2017. At this time, the tenant returned possession of the property to the owners and the Partnership became responsible for its 30% share of real estate taxes and other costs associated with maintaining the property. The tenant paid rent through June 2017.
13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
On August 11, 2020, the Partnership entered into a lease agreement with a primary term of 10 years with Burlington Coat Factory of Texas, Inc. (“Burlington”) as a replacement tenant for 62% of the square footage of the property. The tenant’s obligations under the lease were guaranteed by Burlington Coat Factory Warehouse Corporation. The tenant was to operate a Burlington retail store in the space. The Partnership’s 30% share of annual rent was $102,980 and commenced on May 7, 2021. The Partnership was responsible for paying its 30% share of the buildout of the space, which was $612,992. As part of the agreement, the Partnership paid a tenant improvement allowance of $66,201 that was capitalized. The Partnership paid its 30% share of lease commissions due to real estate brokers totaling $63,443 that were owed as part of the lease transaction. This amount was capitalized and was to be amortized over the term of the lease.
 
On February 5, 2021, the Partnership entered into a lease agreement with a primary term of 10 years with Five Below, Inc. as a replacement tenant for 38% of the square footage of the property. The tenant operated a Five Below retail store in the space. The Partnerships 30% share of the annual rent was $62,093 and commenced on August 27, 2021. The Partnership was responsible for its 30% share of the buildout of the space, which was $250,988. As part of the agreement, the Partnership paid a tenant improvement allowance of $21,995 that was capitalized. The Partnership paid its 30% share of lease commissions due to real estate brokers totaling $40,804 that were due as part of the lease transaction. This amount was capitalized and was to be amortized over the term of the lease.
 
In August 2021, the Partnership entered into an agreement to sell its 30% interest in the Burlington Coat Factory and Five Below in Champaign, Illinois to an unrelated third party. On September 28, 2021, the sale closed with the Partnership receiving net proceeds of $2,477,214, which resulted in a net gain of $13,198. At the time of the sale, the cost and related accumulated depreciation was $3,178,923 and $714,907, respectively.
 
In July 2021, the Partnership entered into an agreement with the tenant of the Jared Jewelry store in Hanover, Maryland to extend the lease term seven years to end on January 31, 2029. As part of the agreement, the annual rent decreased from $224,340 to $167,500 effective February 1, 2022.
 
For the six months ended June 30, 2022 and 2021, the Partnership incurred Partnership administration expenses from affiliated parties of $74,967 and $80,206, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $35,841 and $57,064, 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 three months ended June 30, 2022 and 2021, the Partnership recognized interest income of $1,821 and $1,533, respectively.
 
14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.
 
Liquidity and Capital Resources
 
During the six months ended June 30, 2022, the Partnership's cash balances decreased $3,119,826 as a result of cash used to purchase real estate, distributions paid to the Partners, and cash used to repurchase units in excess of cash generated from operating activities, which was partially offset by cash received from the sale of real estate. During the six months ended June 30, 2021, the Partnership's cash balances decreased $2,981,773 as a result of distributions paid to the Partners, cash used to repurchase units in excess of cash generated from operating activities, and cash used for property and lease acquisition costs.
 
Net cash provided by operating activities increased from $277,435 in 2021 to $382,114 in 2022 as a result of an increase in total rental income and interest income, a decrease in Partnership administration and property management expenses, and by net timing differences in the collection of payments from tenants and the payment of expenses.
 
The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the six months ended June 30, 2022 and 2021, the Partnership generated cash flow from the sale of real estate of $2,450,634 and $0, respectively. During the same period, the Partnership expended $5,336,465 and $2,374,564 to invest in real properties.
 
In December 2021, the Partnership entered into an agreement to sell its 50% interest in the Jared Jewelry store in Hanover, Maryland to an unrelated third party. On February 14, 2022, the sale closed with the Partnership receiving net proceeds of approximately $2,451,000, which resulted in a net gain of approximately $1,268,000. At the time of sale, the cost and related accumulated depreciation was $1,989,135 and $806,579, respectively.
 
On March 22, 2022, the Partnership purchased a 40% interest of the Memorial Hospital property in Diamondhead, Mississippi for $1,610,422.  The Partnership allocated $114,052 of the purchase price to Acquired Lease Assets, representing in-place intangibles.  The property is leased to Memorial Hospital at Gulfport, Incorporated under a lease agreement with a remaining primary term of 5.3 years (as of date of purchase) and annual rent of $100,320 scheduled to increase annually at 2%.
 
15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS. (Continued)
 
The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
 
For the six months ended June 30, 2022 and 2021, the Partnership declared distributions of $343,940 and $263,633, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners were allocated distributions of $340,501 and $260,996 and the General Partners were allocated distributions of $3,439 and $2,637 for the periods, respectively.
 
The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.
 
On April 1, 2022, the Partnership repurchased a total of 352.29 Units for $266,947 from 30 Limited Partners in accordance with the Partnership Agreement. On April 1, 2021, the Partnership repurchased a total of 843.97 Units for $610,604 from 36 Limited Partners. The Partnership acquired these Units using net sales proceeds.  As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $2,696 and $6,168 in 2022 and 2021, 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 Partnership obligations on both a short-term and long-term basis.
 
Off-Balance Sheet Arrangements
 
As of June 30, 2022 and December 31, 2021, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
 
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not required for a smaller reporting company.
 
16

ITEM 4. CONTROLS AND PROCEDURES.
 
(a)  Disclosure Controls and Procedures.
 
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.
 
(b)  Changes in Internal Control Over Financial Reporting.
 
During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.
 
ITEM 1A. RISK FACTORS.
 
Not required for a smaller reporting company.
 
17

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.
 
(a) None.
 
(b) Not applicable.
 
(c) Pursuant to Section 7.7 of the Partnership Agreement, as amended, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 95% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year more than 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.
 
Small Business Issuer Purchases of Equity Securities
 
Period
Total Number
of Units
Purchased
Average
Price Paid
per Unit
Total Number of Units
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number
of Units that May Yet
Be Purchased Under
the Plans or Programs
         
4/1/22 to 4/30/22
352.29
$758.31
6,923.3 (1)
(2)
         
5/1/22 to 5/31/22
--
--
--
--
         
6/1/21 to 6/30/22
--
--
--
--
 
(1)
The Partnership's repurchase plan is mandated by the Partnership Agreement as included in the prospectus related to the original offering of the Units.  
(2)
The Partnership Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not Applicable.
 
ITEM 5. OTHER INFORMATION.
 
None.
18

 
ITEM 6. EXHIBITS.
 
31.1
Certification of President of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2
Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
 
32
Certification of President and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
     
Dated:  August 10, 2022
AEI Income & Growth Fund XXI
 
Limited Partnership
 
By:
AEI Fund Management XXI, Inc.
 
Its:
Managing General Partner
     
     
     
 
By:
 /s/ Marni J Nygard
   
Marni J. Nygard
   
President
   
(Principal Executive Officer)
     
     
     
 
By:
 /s/ Keith E Petersen
   
Keith E. Petersen
   
Chief Financial Officer
   
(Principal Accounting Officer)
 
 
19

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12/31/22
Filed as of:8/11/22
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7/31/22
For Period end:6/30/22
5/11/228-K
4/1/22
3/31/2210-K,  10-Q
3/22/228-K
2/14/228-K
2/1/22
12/31/2110-K
9/28/218-K
8/27/21
6/30/2110-Q
5/7/21
4/1/21
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