UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  June 30, 2025
 
Commission File Number:  000-24003
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
 
State of Minnesota
 
41-1848181
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
 
(651) 227-7333
(Address of principal executive offices)
 
(Registrant’s telephone number)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
NONE
 
NONE
 
NONE
 
Securities registered pursuant to Section 12(g) of the Act:
 
Limited Partnership Units
 
 
(Title of class)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes    ☐ No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes    ☐ No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
☐ Large accelerated filer
☐ Accelerated filer
☒ Non-accelerated filer
☒ Smaller reporting company
☐ Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes    ☒ No
 
As of July 31, 2025 there were 11,263.12 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.
1
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
 
INDEX
 
 
   
Page
Part I – Financial Information
 
       
 
Item 1.
Condensed Financial Statements (unaudited):
 
       
   
Balance Sheets as of June 30, 2025 and December 31, 2024
3
       
   
Statements for the Periods ended June 30, 2025 and 2024:
 
         
     
Income
4
         
     
Cash Flows
5
         
     
Changes in Partners’ Capital
6
         
   
Condensed Notes to Financial Statements
7 – 8
       
 
Item 2.
Management's Discussion and Analysis of Financial
 
     
Condition and Results of Operations
9 - 13
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
13
       
 
Item 4.
Controls and Procedures
14
       
Part II – Other Information
 
       
 
Item 1.
Legal Proceedings
15
       
 
Item 1A.
Risk Factors
15
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
       
 
Item 3.
Defaults Upon Senior Securities
16
       
 
Item 4.
Mine Safety Disclosures
16
       
 
Item 5.
Other Information
16
       
 
Item 6.
Exhibits
16
       
Signatures
16
 
2
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
BALANCE SHEETS
 
ASSETS
 
   
June 30,
 
December 31,
   
2025
 
2024
   
(unaudited)
   
Current Assets:
 
 
   
Cash
$
632,041
$
914,846
   
 
 
 
Real Estate Investments:
 
 
 
 
Land
 
1,753,065
 
1,753,065
Buildings
 
4,484,085
 
4,484,085
Acquired Intangible Lease Assets
 
804,382
 
804,382
Real Estate Held for Investment, at Cost
 
7,041,532
 
7,041,532
Accumulated Depreciation and Amortization
 
(1,487,606)
 
(1,347,233)
Real Estate Held for Investment, Net
 
5,553,926
 
5,694,299
Total Assets
$
6,185,967
$
6,609,145
 
LIABILITIES AND PARTNERS' CAPITAL
 
Current Liabilities:
 
 
 
 
Payable to AEI Fund Management, Inc.
$
19,236
$
32,946
Distributions Payable
 
67,834
 
69,220
Unearned Rent
 
39,976
 
50,356
Total Current Liabilities
 
127,046
 
152,522
 
 
 
 
 
Partners’ Capital:
 
 
 
 
General Partner
 
(20,141)
 
(13,646)
Limited Partners – 24,000 Units authorized;
 11,263.12 and 11,749.37 Units issued and outstanding
   as of 6/30/2025 and 12/31/2024, respectively
 
6,079,062
 
6,470,269
Total Partners' Capital
 
6,058,921
 
6,456,623
Total Liabilities and Partners' Capital
$
6,185,967
$
6,609,145
 
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
3
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(unaudited)
 
 
 
Three Months Ended June 30
 
Six Months Ended June 30
 
 
2025
 
2024
 
2025
 
2024
 
 
 
 
 
 
 
 
 
Rental Income
$
108,787
$
109,520
$
219,843
$
219,039
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Partnership Administration – Affiliates
 
16,859
 
31,277
 
37,727
 
64,804
Partnership Administration and Property
   Management – Unrelated Parties
 
20,275
 
30,797
 
55,097
 
49,543
Depreciation and Amortization
 
62,467
 
71,192
 
124,934
 
142,381
Total Expenses
 
99,601
 
133,266
 
217,758
 
256,728
 
 
 
 
 
 
 
 
 
Operating Income (Loss)
 
9,186
 
(23,746)
 
2,085
 
(37,689)
 
 
 
 
 
 
 
 
 
Other Income:
 
 
 
 
 
 
 
 
Interest Income
 
3,751
 
1,344
 
9,125
 
2,712
 
 
 
 
 
 
 
 
 
Net Income (Loss)
$
12,937
$
(22,402)
$
11,210
$
(34,977)
 
 
 
 
 
 
 
 
 
Net Income (Loss) Allocated:
 
 
 
 
 
 
 
 
General Partner
$
353
$
27
$
336
$
(350)
Limited Partners
 
12,584
 
(22,429)
 
10,874
 
(34,627)
Total
$
12,937
$
(22,402)
$
11,210
$
(34,977)
 
 
 
 
 
 
 
 
 
Net Income (Loss) per Limited Partnership Unit
$
1.12
$
(1.91)
$
0.95
$
(2.95)
 
 
 
 
 
 
 
 
 
Weighted Average Units Outstanding –
      Basic and Diluted
 
11,263
 
11,749
 
11,506
 
11,749
 
 
 
 
 
 
 
 
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
4
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(unaudited)
 
 
 
 
Six Months Ended June 30
 
 
2025
 
2024
Cash Flows from Operating Activities:
 
 
 
 
Net Income (Loss)
$
11,210
$
(34,977)
 
 
 
 
 
Adjustments to Reconcile Net Income (Loss)
To Net Cash Provided by Operating Activities:
 
 
 
 
Depreciation and Amortization
 
140,373
 
157,818
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
 
(13,710)
 
(30,141)
Increase (Decrease) in Unearned Rent
 
(10,380)
 
6,822
Total Adjustments
 
116,283
 
134,499
Net Cash Provided By
   Operating Activities
 
127,493
 
99,522
 
 
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
     Repurchase of Partnership Units
 
(271,858)
 
0
     Distributions Paid to Partners
 
(138,440)
 
(173,033)
                   Net Cash Used For
          Financing Activities
 
(410,298)
 
(173,033)
 
 
 
 
 
Net Increase (Decrease) in Cash
 
(282,805)
 
(73,511)
 
 
 
 
 
Cash, beginning of period
 
914,846
 
273,604
 
 
 
 
 
Cash, end of period
$
632,041
$
200,093
 
 
 
 
 
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
5
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(unaudited)
 
 
 
 
General Partner
 
Limited Partners
 
Total
 
Limited Partnership Units Outstanding
 
 
 
 
 
 
 
 
 
Balance, December 31, 2023
$
(5,504)
$
6,722,485
$
6,716,981
 
11,749.37
 
 
 
 
 
 
 
 
 
Distributions Declared
 
(2,077)
 
(67,143)
 
(69,220)
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
(377)
 
(12,198)
 
(12,575)
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2024
$
(7,958)
$
6,643,144
$
6,635,186
 
11,749.37
 
 
 
 
 
 
 
 
 
Distributions Declared
 
(2,077)
 
(67,143)
 
(69,220)
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
27
 
(22,429)
 
(22,402)
 
 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2024
$
(10,008)
$
6,553,572
$
6,543,564
 
11,749.37
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2024
$
(13,646)
$
6,470,269
$
6,456,623
 
11,749.37
 
 
 
 
 
 
 
 
 
Distributions Declared
 
(2,077)
 
(67,143)
 
(69,220)
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
(17)
 
(1,710)
 
(1,727)
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2025
$
(15,740)
$
6,401,416
$
6,385,676
 
11,749.37
 
 
 
 
 
 
 
 
 
Distributions Declared
 
(2,035)
 
(65,799)
 
(67,834)
 
 
 
 
 
 
 
 
 
 
 
    Repurchase of Partnership Units
 
(2,719)
 
(269,139)
 
(271,858)
 
(486.25)
 
 
 
 
 
 
 
 
 
Net Income
 
353
 
12,584
 
12,937
 
 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2025
$
(20,141)
$
6,079,062
$
6,058,921
 
11,263.12
 
 
 
 
 
 
 
 
 
 
 
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
6
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(unaudited)
 
(1) Basis of Presentation -
 
The condensed financial 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 financial statements. The adjustments made to these condensed financial 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 10‑K.
 
(2)  Organization –
 
AEI Income & Growth Fund XXII Limited Partnership (the “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 Credit Trust fbo Patricia Johnson 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.
 
(3)  Recently Adopted Accounting Pronouncements –
 
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board are currently not applicable to the Partnership or are not expected to have a significant impact on the Partnership's financial position, results of operations and cash flows.
 
7
 
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
 
(4)  Payable to Related Party –
 
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.
 
(5)  Partners’ Capital –
 
For the six months ended June 30, 2025 and 2024, the Partnership declared distributions of $137,054 and $138,440, respectively. The Limited Partners were allocated declared distributions of $132,942 and $134,286 and the General Partner was allocated declared distributions of $4,112 and $4,154 for the periods ended June 30, 2025 and 2024, respectively. The Limited Partners' declared distributions represented $11.55 and $11.43 per Limited Partnership Unit outstanding using 11,506 and 11,749 weighted average Units for the six months ended June 30, 2025 and 2024, respectively. The declared distributions represented $0.95 and $0 per Unit of Net Income and $10.60 and $11.43 per Unit of return of capital for the six months ended June 30, 2025 and 2024, respectively.
 
On April 1, 2025, the Partnership repurchased a total of 486.25 Units for $269,139 from 21 Limited Partners in accordance with the Partnership Agreement. The repurchase increases the remaining Limited Partners' ownership interest in the Partnership. As a result of this repurchase and pursuant to the Partnership Agreement, the General Partner received distributions of $2,719 in the second quarter of 2025. During the six months ended June 30, 2024, the Partnership did not repurchase any Units from the Limited Partners.
 
(6)  Fair Value Measurements –
 
As of June 30, 2025 and December 31, 2024, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
 
(7)  Subsequent Event –
 
In July 2025, the Partnership entered into an agreement to sell its 65% interest in the Advance Auto Parts Store in Indianapolis, Indiana to an unrelated third party. On July 29, 2025, the sale closed with the Partnership receiving net proceeds of approximately $925,000, which resulted in a net gain of approximately $204,000. At the time of the sale, the cost basis of the property and related accumulated depreciation was approximately $1,244,000 and $524,000, respectively.
 
8
 
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 Partner of conflicts with which they may be confronted;
—
the success of the General Partner 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, would 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 General Partner of the Partnership.
 
Allocation of Purchase Price of Acquired Properties
 
Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market 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.
 
9
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
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 on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized on a straight-line basis 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 on a straight-line basis 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 on a straight-line basis 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 (loss).
 
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.
 
10
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
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 current economic factors, higher interest rates, and inflation in the U.S. and globally, our tenants and operating partners may be impacted.
 
Results of Operations
 
For the six months ended June 30, 2025 and 2024, the Partnership recognized rental income of $219,843 and $219,039, respectively. In 2025, rental income increased due to one property with a rent increase in 2025, which was partially offset by one property with a rent decrease in 2025. Based on the scheduled rent for the properties owned as of July 31, 2025, the Partnership expects to recognize rental income of approximately $418,000 in 2025.
 
For the six months ended June 30, 2025 and 2024, the Partnership incurred Partnership administration expenses from affiliated parties of $37,727 and $64,804, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. These expenses were lower in 2025, when compared to 2024, mainly due to a decrease in property related management expenses. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $55,097 and $49,543, 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. These expenses were higher in 2025, when compared to 2024, mainly due to timing of tax and audit services.
 
For the six months ended June 30, 2025 and 2024, the Partnership recognized interest income of $9,125 and $2,712, respectively. Interest income increased during the six-month period ended June, 30 2025, due to higher average cash balances compared to the same period in 2024.
 
11
 
 
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, 2025, the Partnership's cash balance decreased $282,805 as a result of distributions paid to Partners and cash used to repurchase Units in excess of cash generated from operating activities. During the six months ended June 30, 2024, the Partnership's cash balance decreased $73,511 as a result of distributions paid to Partners in excess of cash generated from operating activities.
Net cash provided by operating activities increased from $99,522 in 2024 to $127,493 in 2025 as a result of timing differences in the collection of payments from the tenants and payments of expenses and a decrease in Partnership administration expenses from related parties. This net cash inflow was partially offset by an increase in Partnership administration and property management expenses from unrelated parties in 2025.
 
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, 2025 and 2024, the Partnership did not complete any property acquisitions or property sales.
 
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, 2025 and 2024, the Partnership declared distributions of $137,054 and $138,440, respectively. Pursuant to the Partnership Agreement, distributions of Net Cash Flow are to be allocated 97% to the Limited Partners and 3% to the General Partner. Distributions of Net Proceeds of Sale are to be allocated 99% to the Limited Partners and 1% to the General Partner. The Limited Partners were allocated declared distributions of $132,942 and $134,286 and the General Partner was allocated declared distributions of $4,112 and $4,154 for the periods ended June 30, 2025 and 2024, respectively.
 
12
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
 
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, 2025, the Partnership repurchased a total of 486.25 Units for $269,139 from 21 Limited Partners in accordance with the Partnership Agreement. The repurchase increases the remaining Limited Partners' ownership interest in the Partnership. As a result of this repurchase and pursuant to the Partnership Agreement, the General Partner received distributions of $2,719 in 2025.
 
During the six months ended June 30, 2024, the Partnership did not repurchase any Units from the Limited Partners.
 
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, 2025 and December 31, 2024, 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.
 
13
 
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.
 
 
 
 
14
 
PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.
 
ITEM 1A. RISK FACTORS.
 
Not required for a smaller reporting company.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.
 
(a) None.
 
(b) Not applicable.
 
(c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such a purchase would impair the capital or operation of the Partnership. On April 1, 2025, the Partnership repurchased 486.25 Units.
 
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
         
4/1/25 to 4/30/25
486.25
$553.50
5,654.11 (1)
(2)
         
5/1/25 to 5/31/25
--
--
--
--
         
6/1/25 to 6/30/25
--
--
--
--
 
(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.
 
15
 
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not Applicable.
 
ITEM 5. OTHER INFORMATION.
 
None.
 
ITEM 6. EXHIBITS.
 
31.1
Certification of 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 11, 2025
AEI Income & Growth Fund XXII
 
Limited Partnership
 
By:
AEI Fund Management XXI, Inc.
 
Its:
Managing General Partner
     
     
     
 
By:
 /s/ Marni J. Nygard
   
Marni J. Nygard
   
President
   
(Principal Executive Officer)
     
     
     
 
By:
 /s/ Keith E. Petersen
   
Keith E. Petersen
   
Chief Financial Officer
   
(Principal Accounting Officer)
 
16
 
0001023458 false Q2 --12-31 0001023458 2025-01-01 2025-06-30 0001023458 2025-07-31 0001023458 2025-06-30 0001023458 2024-12-31 0001023458 us-gaap:LimitedPartnerMember 2025-06-30 0001023458 us-gaap:LimitedPartnerMember 2024-12-31 0001023458 2025-04-01 2025-06-30 0001023458 2024-04-01 2024-06-30 0001023458 2024-01-01 2024-06-30 0001023458 2023-12-31 0001023458 2024-06-30 0001023458 us-gaap:GeneralPartnerMember 2023-12-31 0001023458 us-gaap:LimitedPartnerMember 2023-12-31 0001023458 us-gaap:GeneralPartnerMember 2024-01-01 2024-03-31 0001023458 us-gaap:LimitedPartnerMember 2024-01-01 2024-03-31 0001023458 2024-01-01 2024-03-31 0001023458 us-gaap:GeneralPartnerMember 2024-03-31 0001023458 us-gaap:LimitedPartnerMember 2024-03-31 0001023458 2024-03-31 0001023458 us-gaap:GeneralPartnerMember 2024-04-01 2024-06-30 0001023458 us-gaap:LimitedPartnerMember 2024-04-01 2024-06-30 0001023458 us-gaap:GeneralPartnerMember 2024-06-30 0001023458 us-gaap:LimitedPartnerMember 2024-06-30 0001023458 us-gaap:GeneralPartnerMember 2024-12-31 0001023458 us-gaap:GeneralPartnerMember 2025-01-01 2025-03-31 0001023458 us-gaap:LimitedPartnerMember 2025-01-01 2025-03-31 0001023458 2025-01-01 2025-03-31 0001023458 us-gaap:GeneralPartnerMember 2025-03-31 0001023458 us-gaap:LimitedPartnerMember 2025-03-31 0001023458 2025-03-31 0001023458 us-gaap:GeneralPartnerMember 2025-04-01 2025-06-30 0001023458 us-gaap:LimitedPartnerMember 2025-04-01 2025-06-30 0001023458 us-gaap:GeneralPartnerMember 2025-06-30 0001023458 us-gaap:LimitedPartnerMember 2025-01-01 2025-06-30 0001023458 us-gaap:LimitedPartnerMember 2024-01-01 2024-06-30 0001023458 us-gaap:GeneralPartnerMember 2025-01-01 2025-06-30 0001023458 us-gaap:GeneralPartnerMember 2024-01-01 2024-06-30 0001023458 aei22:AdvanceAutoPartsIndianapolisIndianaMember 2025-07-29 2025-07-29 0001023458 2025-07-29 2025-07-29 0001023458 2025-07-29 xbrli:shares iso4217:USD iso4217:USD xbrli:shares
Exhibit 31.1
CERTIFICATIONS
 
I, Marni J. Nygard, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date:  August 11, 2025
/s/ Marni J. Nygard
 
Marni J. Nygard, President
 
AEI Fund Management XXI, Inc.
 
Managing General Partner
 
 
Exhibit 31.2
CERTIFICATIONS
 
I, Keith E. Petersen, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date:  August 11, 2025
/s/ Keith E. Petersen
 
Keith E. Petersen, Chief Financial Officer
 
AEI Fund Management XXI, Inc.
 
Managing General Partner
 
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of AEI Income & Growth Fund XXII Limited Partnership (the “Partnership”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Marni J. Nygard, President of AEI Fund Management XXI, Inc., the Managing General Partner of the Partnership, and Keith E. Petersen, Chief Financial Officer of AEI Fund Management XXI, Inc., each certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
 
 
 
/s/ Marni J. Nygard
 
 
Marni J. Nygard, President
 
 
AEI Fund Management XXI, Inc.
 
 
Managing General Partner
 
 
August 11, 2025
 
     
     
     
 
/s/ Keith E. Petersen
 
 
Keith E. Petersen, Chief Financial Officer
 
 
AEI Fund Management XXI, Inc.
 
 
Managing General Partner
 
 
August 11, 2025