Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Fiscal Year Ended: December 31, 2009
Commission file number: 000-50609
AEI INCOME & GROWTH FUND 25 LLC
(Exact name of registrant as specified in its charter)
State of Delaware 75-3074973
(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
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Liability Company Units
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
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 and post such files).
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not 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-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2009, there were 42,019.278 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 $42,019,278.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has not incorporated any documents by reference
into this report.
PART I
ITEM 1. BUSINESS.
AEI Income & Growth Fund 25 LLC (the "Company" or the
"Registrant") is a limited liability company which was organized
pursuant to the laws of the State of Delaware on June 24, 2002.
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 13, 2003. The Company
commenced operations on September 11, 2003 when minimum
subscriptions of 1,500 LLC Units ($1,500,000) were accepted. The
offering terminated May 12, 2005 when the extended offering
period expired. The Company received subscriptions for
42,434.763 LLC Units. Under the terms of the Operating
Agreement, the Limited Members and Managing Members contributed
funds of $42,434,763 and $1,000, respectively.
The Company was organized to acquire existing and newly
constructed commercial properties, to lease such properties to
tenants under net leases, to hold such properties and to
eventually sell such properties. From subscription proceeds, the
Company purchased fifteen properties, including partial interests
in eight properties, at a total cost of $36,389,018. The balance
of the subscription proceeds was applied to organization and
syndication costs. The properties are commercial, single tenant
buildings leased under net leases.
The Company's properties were purchased 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. 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. 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 net leases, classified as operating leases. Under a net
lease, the tenant is responsible for real estate taxes,
insurance, maintenance, repairs and operating expenses for the
property. For some leases, the Company is responsible for
repairs to the structural components of the building, the roof,
and the parking lot. At the time the properties were acquired,
the remaining primary lease terms varied from 13 to 20 years,
except for the Sports Authority and Dick's Sporting Goods stores,
which had remaining primary terms of 11.2 and 10 years,
respectively. The leases provide the tenants with two to four
five-year renewal options subject to the same terms and
conditions as the primary term. 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.
Property Activity During the Last Three Years
As of December 31, 2006, the Partnership owned interests
in fifteen properties with a total original cost of $36,352,093,
including acquisition expenses. During the year ended December
31, 2007, the Partnership sold two property interests and
received net sale proceeds of $3,414,844, which resulted in net
gains of $360,083. During the years ended December 31, 2008 and
2009, the Partnership sold partial interests in one property and
received net sale proceeds of $191,947 and $555,272, which
resulted in net gains of $47,438 and $114,685, respectively.
During 2007 and 2008, one property was purchased for $4,050,434
with property sales proceeds. On March 12, 2008, the Company
sold a partial interest in this property at its cost to an
affiliated fund for $923,833. After the sale, the Company's
investment in this property was $3,126,601. As of December 31,
2009, the Partnership owned interests in fourteen properties with
a total original cost of $35,590,790, including acquisition
expenses.
On September 26, 2006, Tia's Florida, LLC, the tenant of
the Tia's Tex-Mex restaurant in Brandon, Florida filed for
Chapter 7 bankruptcy, which leads to liquidation and dissolution
of the company. The tenant closed the restaurant. The primary
guarantor of the Lease, Julio's Investors LLC (Julio's),
continued to pay the rent and property expenses. In the second
quarter of 2007, the Company and Julio's entered into an
agreement whereby the Company would release Julio's from its
Lease guarantee in exchange for a lump sum payment of $227,010.
This payment was contingent on completion of the sale of the
property and was received on July 30, 2007. The property was
sold on June 22, 2007.
Major Tenants
During 2009, four tenants each contributed more than ten
percent of the Company's total rental revenue. The major tenants
in aggregate contributed 69% of total rental revenue in 2009. 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 2010 and future years.
Any failure of these major tenants could materially affect the
Company's net income and cash distributions.
ITEM 1. 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 1A. RISK FACTORS.
Not required for a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not required for a smaller reporting company.
ITEM 2. PROPERTIES.
Investment Objectives
The Company's investment objectives are to acquire
existing or newly-developed commercial properties that provide
(i) regular rental income; (ii) growth in lease income through
rent escalation provisions; (iii) capital growth through
appreciation in the value of properties; (iv) reduced occupancy
risks as a result of long-term leases with creditworthy corporate
tenants; and (v) passive income that may be offset by eligible
passive losses from other investments for tax purposes. 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 net leases, classified as
operating leases. The Company holds an undivided fee simple
interest in the properties.
ITEM 2. PROPERTIES. (Continued)
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.
The following table is a summary of the properties that
the Company acquired and owned as of December 31, 2009.
Annual Annual
Purchase Property Lease Rent Per
Property Date Cost Tenant Payment Sq. Ft.
Johnny Carino's Restaurant
Lake Charles, LA Kona Restaurant
(50%) 12/9/03 $1,146,533 Group, Inc. $ 81,806 $25.05
Jared Jewelry Store
Madison Heights, MI Sterling
(21%) 2/6/04 $ 852,592 Jewelers Inc. $ 72,095 $56.58
Applebee's Restaurant
Macedonia, OH
(79.6432%) 4/30/04 $2,496,654 Apple Ohio, LLC $204,343 $47.51
Jared Jewelry Store
Auburn Hills, MI Sterling
(60%) 1/14/05 $2,199,067 Jewelers Inc. $153,780 $44.50
Tractor Supply Store Tractor Supply
Marion, IN 2/9/05 $2,939,385 Company $210,014 $11.00
CarMax Auto Superstore
Lithia Springs, GA CarMax Auto
(45%) 3/18/05 $4,242,438 Superstores, Inc. $329,144 $38.01
Johnny Carino's Restaurant Kona Restaurant
Pueblo, CO 6/20/05 $2,291,218 Group, Inc. $138,849 $20.62
Tractor Supply Store Tractor Supply
Yankton, SD 10/25/05 $2,265,936 Company $174,936 $ 9.09
Jared Jewelry Store
Concord, NH 12/1/05 $4,157,634 Sterling Inc. $286,495 $48.82
Jared Jewelry Store Sterling
Aurora, IL 12/16/05 $4,271,332 Jewelers Inc. $306,353 $50.63
ITEM 2. PROPERTIES. (Continued)
Purchase Property Annual LeaseAnnual R
ent
Property Date Cost Tenant Payment Per Sq. Ft.
Sports Authority Store
Wichita, KS
(60%) 12/22/05 $3,346,155TSA Stores, Inc. $306,997 $ 9.79
Advance Auto Parts Store Advance Stores
Brownsville, TX 2/17/06 $1,585,269 Company, Inc. $109,973 $15.98
Advance Auto Parts Store
Indianapolis, IN Advance Stores
(35%) 12/21/06 $ 669,976 Company, Inc. $ 46,937 $19.16
Dick's Sporting Goods Store
Fredericksburg, VA Dick's Sporting
(27%) 5/8/08 $3,126,601Goods, Inc. $219,455 $16.69
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 Johnny
Carino's restaurant in Lake Charles, Louisiana is owned by AEI
Private Net Lease Millennium Fund Limited Partnership. The
remaining interests in the Jared Jewelry store in Madison
Heights, Michigan are owned by AEI Income & Growth Fund 23 LLC
and AEI Accredited Investor Fund 2002 Limited Partnership. The
remaining interest in the Jared Jewelry store in Auburn Hills,
Michigan is owned by AEI Income & Growth Fund XXI Limited
Partnership. The remaining interests in the CarMax auto
superstore are owned by AEI Income & Growth Fund XXI Limited
Partnership, AEI Income & Growth Fund 24 LLC and AEI Private Net
Lease Millennium Fund Limited Partnership. The remaining
interest in the Sports Authority store is owned by AEI Income &
Growth Fund 26 LLC. The remaining interest in the Advance Auto
Parts store in Indianapolis, Indiana is owned by AEI Income &
Growth Fund XXII Limited Partnership. The remaining interests in
the Dick's Sporting Goods store are owned by AEI Income & Growth
Fund 23 LLC, AEI Income & Growth Fund 24 LLC and AEI Income &
Growth Fund 26 LLC. The remaining interest in the Applebee's
restaurant is owned by unrelated third parties.
The Company accounts for properties owned as tenants-in-
common with affiliated entities 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, except for the
Sports Authority and Dick's Sporting Goods stores, which had
remaining primary terms of 11.2 and 10 years, respectively. The
leases provide the tenants with two to four five-year renewal
options subject to the same terms and conditions as the primary
term.
ITEM 2. PROPERTIES. (Continued)
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, 2009, 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 REGISTRANT'S COMMON EQUITY, RELATED STOCK-
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(a) As of December 31, 2009, there were 1,142 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 $64,359 and $67,786 were made to the
Managing Members and $2,114,600 and $2,279,298 were made to the
Limited Members for 2009 and 2008, 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 net sale proceeds of $50,000 and
$130,000 in 2009 and 2008, respectively.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK-
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(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 per Unit, 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 more
than 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 the last three months of 2009, the Company did
not purchase any Units.
Other Information
The Company is required, pursuant to FINRA 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, 2009, the Company's Units were valued at $807. 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, 2009 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. SELECTED FINANCIAL DATA.
Not required for a smaller reporting company.
ITEM 7. 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 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
effects 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.
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.
Prior to January 1, 2009, the Company purchased properties
and recorded them in the financial statements at cost (including
capitalized acquisition expenses). For acquisitions completed on
or after January 1, 2009, acquisition-related transaction costs
will be expensed as incurred as a result of the Company adopting
new guidance on business combinations that expands the scope of
acquisition accounting. The Company tests long-lived assets for
recoverability when events or changes in circumstances indicate
that the carrying value may not be recoverable. For properties
the Company 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 realizable
value, an impairment loss is recorded to reduce the carrying
value of the property to its realizable value. Changes in these
assumptions or analysis may cause material changes in the
carrying value of the properties.
ITEM 7. 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, 2009 and 2008, the
Company recognized rental income from continuing operations of
$2,439,142 and $2,342,346, respectively. In 2009, rental income
increased due to the acquisition of one property in 2008 and rent
increases on three properties, which were partially offset by a
reduction in rent for the Johnny Carino's restaurants as
discussed below.
For the years ended December 31, 2009 and 2008, the
Company incurred LLC administration expenses from affiliated
parties of $371,797 and $405,465, respectively. These
administration expenses include costs associated with the
management of the properties, processing distributions, reporting
requirements and communicating with the Limited Members. During
the same periods, the Company incurred LLC administration and
property management expenses from unrelated parties of $117,796
and $53,038, 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. The increase in these expenses in 2009,
when compared to 2008, was mainly due to a one-time charge for
additional state taxes paid in 2009.
In November 2007, Kona Restaurant Group, Inc. (KRG), the
tenant of the Johnny Carino's restaurants, approached the Company
with a request to adjust the rent on the properties to a market
rental rate based on the restaurants' performance and the current
conditions in the market. In March 2008, after reviewing the
financial statements for the restaurants and KRG, the Company
agreed to amend the Leases to reduce the current annual rent for
the properties by 26% to $217,395. This amount is scheduled to
increase annually by 1.5%. In addition, the amendments provide
for additional rental payments if the restaurants' sales exceed
certain stated amounts. In August 2008, the Partnership received
certification from Fired Up, Inc., the parent company of KRG and
guarantor of the Leases, that it had achieved certain expense and
debt reduction measures required by the amendments. As a result,
the amendments will remain effective for the remainder of the
lease terms.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Since December 31, 2007, the Sports Authority store in
Wichita, Kansas has been classified as Real Estate Held for Sale
with a carrying value of $3,158,350. In December 2009, the
Company decided to stop actively marketing the property for sale.
The property will no longer be classified as Real Estate Held for
Sale. As a result, the Company reclassified the operating
results of the property, which were previously reported in
Discontinued Operations, to Continuing Operations for the periods
presented. At the time of reclassification, the Company
recognized $183,978 of additional depreciation expense that
represents the amount of depreciation that would have been
recognized if the property had not been classified as Real Estate
Held for Sale.
For the years ended December 31, 2009 and 2008, the
Company recognized interest income of $8,508 and $77,092,
respectively. In 2009 interest income decreased due to the
Company having less money invested in a money market account due
to property acquisitions and lower money market rates in 2009.
In addition, the Company received $62,165 of interest income on
construction advances in 2008.
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 of the property to discontinued
operations. For the year ended December 31, 2009, the Company
recognized income from discontinued operations of $339,670
representing rental income less property management expenses of
$224,985 and gain on disposal of real estate of $114,685. For
the year ended December 31, 2008, the Company recognized income
from discontinued operations of $234,303 representing rental
income less property management expenses and depreciation of
$186,865 and gain on disposal of real estate of $47,438.
On December 23, 2008, the Company sold 5.0278% of the
Applebee's restaurant in Macedonia, Ohio to an unrelated third
party. The Company received net sale proceeds of $191,947, which
resulted in a net gain of $47,438. The cost and related
accumulated depreciation of the interest sold was $157,611 and
$13,102, respectively.
During the first nine months of 2009, the Company sold an
additional 15.329% of the Applebee's restaurant in Macedonia,
Ohio, in two separate transactions, to unrelated third parties.
The Company received total net sale proceeds of $555,272, which
resulted in a net gain of $114,685. The cost and related
accumulated depreciation of the interests sold was $480,533 and
$39,946, respectively. The Company is attempting to sell its
remaining 79.6432% interest in the property. At December 31,
2009 and 2008, the property was classified as Real Estate Held
for Sale with a carrying value of $2,289,115 and $2,729,702,
respectively.
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.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Liquidity and Capital Resources
During the year ended December 31, 2009, the Company's
cash balances increased $601,933 as a result of cash generated
from the sale of property and cash generated from operating
activities in excess of distributions paid to the Members.
During the year ended December 31, 2008, the Company's cash
balances decreased $1,376,307 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.
Net cash provided by operating activities increased from
$2,222,283 in 2008 to $2,225,822 in 2009 as a result of an
increase in total rental and interest income in 2009, which was
partially offset by an increase in LLC administration and
property management expenses in 2009 and by net timing
differences in the collection of payments from the tenants 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, 2009 and 2008, the Company generated cash flow from the sale
of real estate of $555,272 and $1,115,780, respectively. During
the year ended December 31, 2008, the Company expended $2,062,557
to invest in real properties (inclusive of acquisition expenses)
as the Company reinvested cash generated from property sales.
On December 17, 2007, the Company purchased a 38% interest
in a parcel of land in Fredericksburg, Virginia for $1,935,063.
The Company obtained title to the land in the form of an
undivided fee simple interest in the 38% interest purchased.
Simultaneous with the purchase of the land, the Company entered
into a Project Construction and Development Financing Agreement
under which the Company advanced funds to Silver-Honaker
Development Company, LLC ("Silver") for the construction of a
Dick's Sporting Goods store on the site. On March 12, 2008, the
Company sold an 11% interest in the Dick's Sporting Goods
property to AEI Income & Growth Fund 23 LLC, an affiliate of the
Company. The sales price was equal to the amount the Company had
invested in the 11% interest, so no gain or loss was recognized.
After the sale, the Company's owns a 27% interest in the land and
was responsible for 27% of the construction costs of the
building. The Company's share of the total acquisition costs,
including the cost of the land, was $3,126,601. The remaining
interests in the property were purchased by AEI Income & Growth
Fund 24 LLC and AEI Income & Growth Fund 26 LLC, affiliates of
the Company.
The property is leased to Dick's Sporting Goods, Inc.
under a Lease Agreement with a primary term of 10 years and
initial annual rent of $219,445 for the interest purchased.
Pursuant to the Lease, the tenant commenced paying rent on May 8,
2008. Pursuant to the development agreement, for the period from
December 17, 2007 through May 7, 2008, Silver paid the Company
interest at a rate of 6.75% on the purchase price of the land and
the amounts advanced for construction of the store. Pursuant to
the Lease, any improvements to the land during the term of the
Lease become the property of the Company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
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 week 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.
For the years ended December 31, 2009 and 2008, the
Company declared distributions of $2,178,959 and $2,347,084,
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
$2,114,600 and $2,279,298 and the Managing Members received
distributions of $64,359 and $67,786 for the years, respectively.
In 2009, distributions were lower due to a decrease in the
distribution rate per Unit, effective October 1, 2008.
During 2009 and 2008, the Company distributed $50,505 and
$131,313 of net sale proceeds to the Limited and Managing Members
as part of their quarterly distributions, which represented a
return of capital of $1.19 and $3.09 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 more than 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 2009, the Company did not redeem any Units from the
Limited Members. During 2008, three Limited Members redeemed a
total of 190.71 Units for $136,054 in accordance with the
Operating Agreement. The Company acquired these Units using Net
Cash Flow from operations. In prior years, five Limited Members
redeemed a total of 224.77 Units for $169,626. 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 $4,207 in 2008.
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. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The Economy and Market Conditions
The impact of conditions in the current economy, including
the turmoil in the credit markets, has adversely affected many
real estate companies. However, the absence of mortgage
financing on the Company's properties eliminates the risks of
foreclosure and debt-refinancing that can negatively impact the
value and distributions of leveraged real estate companies.
Nevertheless, a prolonged economic downturn may adversely affect
the operations of the Company's tenants and their cash flows. If
a tenant were to default on its lease obligations, the Company's
income would decrease, its distributions would likely be reduced
and the value of its properties might decline.
Historically, the Company has sold properties at a gain
and distributed the gain proceeds as part of its regular
quarterly distributions, and to make special distributions on
occasion. The remaining sales proceeds were reinvested in
additional properties. Beginning in the fourth quarter of 2008,
general economic conditions caused the volume of property sales
to slow dramatically for all real estate sellers. In 2010, the
Company will likely complete fewer property sales than it has in
the past. Until property sales occur, quarterly distributions
going forward will reflect the distribution of net core rental
income and capital reserves, if any. Distribution rates in 2010
are expected to be variable and less than pre-2009 distribution
rates until such time as economic conditions allow the Company
to, once again, begin selling properties at acceptable prices and
generating gains for distribution.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See accompanying index to financial statements.
AEI INCOME & GROWTH FUND 25 LLC
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheet as of December 31, 2009 and 2008
Statements for the Years Ended December 31, 2009 and 2008:
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 25 LLC
St. Paul, Minnesota
We have audited the accompanying balance sheet of AEI Income
& Growth Fund 25 LLC (a Delaware limited liability company) as of
December 31, 2009 and 2008, and the related statements of income,
cash flows and changes in members' equity for the years then
ended. The Company's management is responsible for these
financial statements. 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. The company is not
required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, 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 25 LLC as of December 31, 2009 and
2008, and the results of its operations and its cash flows for
the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants
Minneapolis, Minnesota
March 29, 2010
AEI INCOME & GROWTH FUND 25 LLC
BALANCE SHEET
DECEMBER 31
ASSETS
2009 2008
CURRENT ASSETS:
Cash $ 1,410,759 $ 808,826
Receivables 0 2,833
----------- -----------
Total Current Assets 1,410,759 811,659
----------- -----------
INVESTMENTS IN REAL ESTATE:
Land 10,618,109 9,571,675
Buildings and Equipment 22,476,027 20,176,306
Accumulated Depreciation (3,960,807) (2,767,962)
----------- -----------
29,133,329 26,980,019
Real Estate Held for Sale 2,289,115 5,888,052
----------- -----------
Net Investments in Real Estate 31,422,444 32,868,071
----------- -----------
Total Assets $32,833,203 $33,679,730
=========== ===========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Payable to AEI Fund Management, Inc. $ 89,328 $ 78,182
Distributions Payable 544,950 545,152
Unearned Rent 76,536 47,735
----------- -----------
Total Current Liabilities 710,814 671,069
----------- -----------
MEMBERS' EQUITY:
Managing Members 859 188
Limited Members, $1,000 per Unit;
50,000 Units authorized; 42,435 Units issued;
42,019 Units outstanding 32,121,530 33,008,473
----------- -----------
Total Members' Equity 32,122,389 33,008,661
----------- -----------
Total Liabilities and Members' Equity $32,833,203 $33,679,730
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND 25 LLC
STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31
2009 2008
RENTAL INCOME $ 2,439,142 $ 2,342,346
EXPENSES:
LLC Administration - Affiliates 371,797 405,465
LLC Administration and Property
Management - Unrelated Parties 117,796 53,038
Depreciation 1,005,040 808,236
----------- -----------
Total Expenses 1,494,633 1,266,739
----------- -----------
OPERATING INCOME 944,509 1,075,607
OTHER INCOME:
Interest Income 8,508 77,092
----------- -----------
INCOME FROM CONTINUING OPERATIONS 953,017 1,152,699
Income from Discontinued Operations 339,670 234,303
----------- -----------
NET INCOME $ 1,292,687 $ 1,387,002
=========== ===========
NET INCOME ALLOCATED:
Managing Members $ 65,030 $ 69,101
Limited Members 1,227,657 1,317,901
----------- -----------
$ 1,292,687 $ 1,387,002
=========== ===========
INCOME PER LLC UNIT:
Continuing Operations $ 22.00 $ 26.58
Discontinued Operations 7.22 4.75
----------- -----------
Total $ 29.22 $ 31.33
=========== ===========
Weighted Average Units Outstanding -
Basic and Diluted 42,019 42,067
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND 25 LLC
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
2009 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,292,687 $ 1,387,002
Adjustments To Reconcile Net Income
To Net Cash Provided By Operating Activities:
Depreciation 1,005,040 839,506
Gain on Sale of Real Estate (114,685) (47,438)
Decrease in Receivables 2,833 2,940
Increase in Payable to
AEI Fund Management, Inc. 11,146 18,053
Increase in Unearned Rent 28,801 22,220
----------- -----------
Total Adjustments 933,135 835,281
----------- -----------
Net Cash Provided By
Operating Activities 2,225,822 2,222,283
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in Real Estate 0 (2,062,557)
Proceeds from Sale of Real Estate 555,272 1,115,780
----------- -----------
Net Cash Provided By (Used For)
Investing Activities 555,272 (946,777)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid to Members (2,179,161) (2,511,552)
Redemption Payments 0 (140,261)
----------- -----------
Net Cash Used For
Financing Activities (2,179,161) (2,651,813)
----------- -----------
NET INCREASE (DECREASE) IN CASH 601,933 (1,376,307)
CASH, beginning of year 808,826 2,185,133
----------- -----------
CASH, end of year $ 1,410,759 $ 808,826
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND 25 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, 2007 $ 3,080 $34,105,924 $34,109,004 42,209.99
Distributions Declared (67,786) (2,279,298) (2,347,084)
Redemption Payments (4,207) (136,054) (140,261) (190.71)
Net Income 69,101 1,317,901 1,387,002
-------- ----------- ----------- ----------
BALANCE, December 31, 2008 188 33,008,473 33,008,661 42,019.28
Distributions Declared (64,359) (2,114,600) (2,178,959)
Net Income 65,030 1,227,657 1,292,687
-------- ----------- ----------- ----------
BALANCE, December 31, 2009 $ 859 $32,121,530 $32,122,389 42,019.28
======== =========== =========== ==========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(1) Organization -
AEI Income & Growth Fund 25 LLC ("Company"), a Limited
Liability Company, was formed on June 24, 2002 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 September 11, 2003 when
minimum subscriptions of 1,500 LLC Units ($1,500,000) were
accepted. The offering terminated May 12, 2005, when the
extended offering period expired. The Company received
subscriptions for 42,434.763 Units. Under the terms of the
Operating Agreement, the Limited Members and Managing
Members contributed funds of $42,434,763 and $1,000,
respectively. The Company shall continue until December 31,
2053, 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 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(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.
Significant items, subject to such estimates and
assumptions, include the carrying value of investments in
real estate and real estate held for sale.
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.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(2) Summary of Significant Accounting Policies - (Continued)
Cash Concentrations of Credit Risk
The Company's cash is deposited in two financial
institutions and at times during the year it may exceed
FDIC insurance limits.
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.
Revenue Recognition
The Company's real estate is leased under 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 that 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 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(2) Summary of Significant Accounting Policies - (Continued)
Investments in Real Estate
The Company purchases properties and records them at
cost. The Company compares the carrying amount of its
properties to the estimated probability-weighted future
undiscounted 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.
Prior to January 1, 2009, the Partnership 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. For
acquisitions completed on or after January 1, 2009,
acquisition-related transaction costs will be expensed as
incurred as a result of the Partnership adopting new
guidance on business combinations that expands the scope
of acquisition accounting.
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.
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 of the
property to discontinued operations.
The Company accounts for properties owned as tenants-in-
common with affiliated entities 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, 2009 and 2008.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(2) Summary of Significant Accounting Policies - (Continued)
Fair Value Measurements
The Company adopted new guidance for measuring financial
assets and liabilities at fair value on a recurring basis
on January 1, 2008 and for certain nonfinancial assets
and liabilities measured on a nonrecurring basis on
January 1, 2009. The Company has no assets or
liabilities measured at fair value on a recurring basis
or nonrecurring basis that would require disclosure under
this new guidance.
Recently Adopted Pronouncements
In December 2007, the Financial Accounting Standards
Board issued updated guidance, which applies to all
transactions or events in which an entity obtains control
of one or more businesses. This guidance (i) establishes
the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities
assumed, (ii) requires expensing of most transaction
costs, and (iii) requires the acquirer to disclose to
investors and other users all of the information needed
to evaluate and understand the nature and financial
effect of the business combination. These provisions
were adopted by the Company on January 1, 2009. The
primary impact of adopting this guidance on the Company's
financial statements was the requirement to expense
transaction costs relating to its acquisition activities
in 2009.
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.
Reclassification
Certain items related to discontinued operations in the
prior period's financial statements have been
reclassified to conform to 2009 presentation. These
reclassifications had no effect on Members' capital, net
income or cash flows.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(3) Related Party Transactions -
The Company owns the percentage interest shown below in the
following properties as tenants-in-common with the
affiliated entities listed: Johnny Carino's restaurant in
Lake Charles, Louisiana (50% - AEI Private Net Lease
Millennium Fund Limited Partnership); Jared Jewelry store in
Madison Heights, Michigan (21% - AEI Income & Growth Fund 23
LLC and AEI Accredited Investor Fund 2002 Limited
Partnership); Jared Jewelry store in Auburn Hills, Michigan
(60% - AEI Income & Growth Fund XXI Limited Partnership);
CarMax auto superstore (45% - AEI Income & Growth Fund XXI
Limited Partnership, AEI Income & Growth Fund 24 LLC and AEI
Private Net Lease Millennium Fund Limited Partnership);
Sports Authority store (60% - AEI Income & Growth Fund 26
LLC); Advance Auto Parts store in Indianapolis, Indiana (35%
- AEI Income & Growth Fund XXII Limited Partnership); and
Dick's Sporting Goods store (27% - AEI Income & Growth Fund
23 LLC, AEI Income & Growth Fund 24 LLC and AEI Income &
Growth Fund 26 LLC).
AEI received the following reimbursements for costs and
expenses from the Company for the years ended December 31:
2009 2008
a.AEI is reimbursed for costs incurred in providing services
related to managing the Company's operations and
properties, maintaining the Company's books, and
communicating with the Limited Partners. $ 371,797 $ 405,465
======== ========
b.AEI is reimbursed for all direct expenses it paid on the
Company's behalf to third parties related to Company
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. These amounts
included $422 and $23,209 of expenses related to
Discontinued Operations in 2009 and 2008,
respectively. $ 118,218 $ 76,247
======== ========
c.AEI is reimbursed for costs incurred in providing
services and direct expenses related to the acquisition
of properties on behalf of the Company. $ 0 $ 4,625
======== ========
d.AEI is reimbursed for costs incurred in providing
services related to the sale of property. $ 25,147 $ 9,647
======== ========
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.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(4) Investments in Real Estate -
The Company leases its properties to various tenants under
net leases, classified as operating leases. Under a net
lease, the tenant is responsible for real estate taxes,
insurance, maintenance, repairs and operating expenses for
the property. For some leases, the Company is responsible
for repairs to the structural components of the building,
the roof, and the parking lot. At the time the properties
were acquired, the remaining primary lease terms varied from
13 to 20 years, except for the Sports Authority and Dick's
Sporting Goods stores, which had remaining primary terms of
11.2 and 10 years, respectively. The leases provide the
tenants with two to four five-year renewal options subject
to the same terms and conditions as the primary term.
The Company's properties are commercial, single-tenant
buildings. The Johnny Carino's restaurant in Lake Charles,
Louisiana was constructed and acquired in 2003. The Jared
Jewelry store in Madison Heights, Michigan was constructed
in 2003 and acquired in 2004. The Applebee's restaurant was
constructed in 1994 and acquired in 2004. The land for the
Johnny Carino's restaurant in Pueblo, Colorado was acquired
in 2004 and construction of the restaurant was completed in
2005. The Jared Jewelry store in Auburn Hills, Michigan was
constructed in 1999 and acquired in 2005. The CarMax auto
superstore and the Tractor Supply Company store in Yankton,
South Dakota were constructed in 2003 and acquired in 2005.
The Tractor Supply Company store in Marion, Indiana and the
Jared Jewelry store in Concord, New Hampshire were
constructed and acquired in 2005. The Jared Jewelry store
in Aurora, Illinois was constructed in 2000 and acquired in
2005. The Sports Authority store was constructed in 1996,
renovated in 2001 and acquired in 2005. The Advance Auto
Parts stores were constructed in 2005 and acquired in 2006.
The land for the Dick's Sporting Goods store was acquired in
2007 and construction of the store was completed in 2008.
There have been no costs capitalized as improvements
subsequent to the acquisitions.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(4) Investments in Real Estate - (Continued)
The cost of the properties not held for sale and related
accumulated depreciation at December 31, 2009 are as
follows:
Buildings and Accumulated
Property Land Equipment Total Depreciation
Johnny Carino's,
Lake Charles, LA $ 305,000 $ 841,533 $ 1,146,533 $ 243,019
Jared Jewelry, Madison Heights, MI 323,259 529,333 852,592 124,392
Jared Jewelry, Auburn Hills, MI 421,489 1,777,578 2,199,067 352,552
Tractor Supply, Marion, IN 217,920 2,721,465 2,939,385 530,687
CarMax Auto Superstore,
Lithia Springs, GA 1,834,445 2,407,993 4,242,438 461,533
Johnny Carino's, Pueblo, CO 627,314 1,663,904 2,291,218 375,396
Tractor Supply, Yankton, SD 351,221 1,914,715 2,265,936 322,312
Jared Jewelry, Concord, NH 1,061,663 3,095,971 4,157,634 505,676
Jared Jewelry, Aurora, IL 2,243,623 2,027,709 4,271,332 327,810
Sports Authority, Wichita, KS 1,046,434 2,299,721 3,346,155 371,783
Advance Auto Parts,
Brownsville, TX 292,522 1,292,747 1,585,269 200,376
Advance Auto Parts,
Indianapolis, IN 289,661 380,315 669,976 46,273
Dick's Sporting Goods,
Fredericksburg, VA 1,603,558 1,523,043 3,126,601 98,998
---------- ---------- ---------- ---------
$10,618,109 $22,476,027 $33,094,136 $3,960,807
========== ========== ========== =========
On December 17, 2007, the Company purchased a 38% interest
in a parcel of land in Fredericksburg, Virginia for
$1,935,063. The Company obtained title to the land in the
form of an undivided fee simple interest in the 38% interest
purchased. Simultaneous with the purchase of the land, the
Company entered into a Project Construction and Development
Financing Agreement under which the Company advanced funds
to Silver-Honaker Development Company, LLC ("Silver") for
the construction of a Dick's Sporting Goods store on the
site. On March 12, 2008, the Company sold an 11% interest
in the Dick's Sporting Goods property to AEI Income & Growth
Fund 23 LLC, an affiliate of the Company. The sales price
was equal to the amount the Company had invested in the 11%
interest, so no gain or loss was recognized. After the
sale, the Company's owns a 27% interest in the land and was
responsible for 27% of the construction costs of the
building. The Company's share of the total acquisition
costs, including the cost of the land, was $3,126,601.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(4) Investments in Real Estate - (Continued)
The property is leased to Dick's Sporting Goods, Inc. under
a Lease Agreement with a primary term of 10 years and
initial annual rent of $219,445 for the interest purchased.
Pursuant to the Lease, the tenant commenced paying rent on
May 8, 2008. Pursuant to the development agreement, for the
period from December 17, 2007 through May 7, 2008, Silver
paid the Company interest at a rate of 6.75% on the purchase
price of the land and the amounts advanced for construction
of the store. Pursuant to the Lease, any improvements to
the land during the term of the Lease become the property of
the Company.
In November 2007, Kona Restaurant Group, Inc. (KRG), the
tenant of the Johnny Carino's restaurants, approached the
Company with a request to adjust the rent on the properties
to a market rental rate based on the restaurants'
performance and the current conditions in the market. In
March 2008, after reviewing the financial statements for the
restaurants and KRG, the Company agreed to amend the Leases
to reduce the current annual rent for the properties by 26%
to $217,395. This amount is scheduled to increase annually
by 1.5%. In addition, the amendments provide for additional
rental payments if the restaurants' sales exceed certain
stated amounts. In August 2008, the Partnership received
certification from Fired Up, Inc., the parent company of KRG
and guarantor of the Leases, that it had achieved certain
expense and debt reduction measures required by the
amendments. As a result, the amendments will remain
effective for the remainder of the lease terms.
For properties owned as of December 31, 2009, the minimum
future rent payments required by the leases are as follows:
2010 $ 2,694,889
2011 2,737,690
2012 2,766,674
2013 2,780,536
2014 2,824,547
Thereafter 17,228,702
-----------
$31,033,038
===========
There were no contingent rents recognized in 2009 and 2008.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(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 years ended December 31:
Tenants Industry 2009 2008
Sterling Jewelers Group Retail $ 819,184 $ 813,231
Tractor Supply Company Retail 387,350 376,677
CarMax Auto Superstores, Inc. Retail 329,144 316,003
TSA Stores, Inc. Retail 306,997 306,997
--------- ---------
Aggregate rent revenue of major tenants $1,842,675 $1,812,908
========= =========
Aggregate rent revenue of major tenants as
a percentage of total rent revenue 69% 70%
========= =========
(6) Discontinued Operations -
On December 23, 2008, the Company sold 5.0278% of the
Applebee's restaurant in Macedonia, Ohio to an unrelated
third party. The Company received net sale proceeds of
$191,947, which resulted in a net gain of $47,438. The cost
and related accumulated depreciation of the interest sold
was $157,611 and $13,102, respectively.
During the first nine months of 2009, the Company sold an
additional 15.329% of the Applebee's restaurant in
Macedonia, Ohio, in two separate transactions, to unrelated
third parties. The Company received total net sale proceeds
of $555,272, which resulted in a net gain of $114,685. The
cost and related accumulated depreciation of the interests
sold was $480,533 and $39,946, respectively. The Company is
attempting to sell its remaining 79.6432% interest in the
property. At December 31, 2009 and 2008, the property was
classified as Real Estate Held for Sale with a carrying
value of $2,289,115 and $2,729,702, respectively.
During 2009 and 2008, the Company distributed $50,505 and
$131,313 of net sale proceeds to the Limited and Managing
Members as part of their quarterly distributions, which
represented a return of capital of $1.19 and $3.09 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 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(6) Discontinued Operations - (Continued)
The financial results for this property are reflected as
Discontinued Operations in the accompanying financial
statements. The following are the results of discontinued
operations for the periods ended December 31:
2009 2008
Rental Income $ 225,407 $ 241,344
Property Management Expenses (422) (23,209)
Depreciation 0 (31,270)
Gain on Disposal of Real Estate 114,685 47,438
--------- ---------
Income from Discontinued Operations $ 339,670 $ 234,303
========= ========
Since December 31, 2007, the Sports Authority store in
Wichita, Kansas has been classified as Real Estate Held for
Sale with a carrying value of $3,158,350. In December 2009,
the Company decided to stop actively marketing the property
for sale. The property will no longer be classified as Real
Estate Held for Sale. As a result, the Company reclassified
the operating results of the property, which were previously
reported in Discontinued Operations, to Continuing
Operations for the periods presented. At the time of
reclassification, the Company recognized $183,978 of
additional depreciation expense that represents the amount
of depreciation that would have been recognized if the
property had not been classified as Real Estate Held for
Sale.
The following are the amounts reclassified from Discontinued
Operations to Continuing Operations for this property for
the periods ended December 31:
2009 2008
Rental Income $ 306,997 $ 306,997
Property Management Expense (6,391) (17,673)
--------- ---------
Income Reclassified to Continuing Operations $ 300,606 $ 289,324
========= =========
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(7) Members' Capital -
For the years ended December 31, 2009 and 2008, the Company
declared distributions of $2,178,959 and $2,347,084,
respectively. The Limited Members received distributions of
$2,114,600 and $2,279,298 and the Managing Members received
distributions of $64,359 and $67,786 for the years,
respectively. The Limited Members' distributions represent
$50.32 and $54.18 per LLC Unit outstanding using 42,019 and
42,067 weighted average Units in 2009 and 2008,
respectively. The distributions represent $29.22 and $28.09
per Unit of Net Income and $21.10 and $26.09 per Unit of
return of contributed capital in 2009 and 2008,
respectively.
As part of the Limited Members' distributions discussed
above, the Company distributed net sale proceeds of $50,000
and $130,000 in 2009 and 2008, 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 more than 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.
During 2009, the Company did not redeem any Units from the
Limited Members. During 2008, three Limited Members
redeemed a total of 190.71 Units for $136,054 in accordance
with the Operating Agreement. 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 $4,207 in 2008.
After the effect of redemptions, the Adjusted Capital
Contribution, as defined in the Operating Agreement, is
$1,009.89 per original $1,000 invested.
AEI INCOME & GROWTH FUND 25 LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(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:
2009 2008
Net Income for Financial Reporting Purposes $1,292,687 $1,387,002
Depreciation for Tax Purposes Under
Depreciation for Financial Reporting Purposes 362,178 208,535
Amortization of Start-Up and Organization Costs 0 (3,498)
Income Accrued for Tax Purposes Over
Income for Financial Reporting Purposes 28,801 22,220
Gain on Sale of Real Estate for Tax Purposes
Under Gain for Financial Reporting Purposes (7,856) (3,775)
---------- ----------
Taxable Income to Members $1,675,810 $1,610,484
========== ==========
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:
2009 2008
Members' Equity for Financial Reporting Purposes $32,122,389 $33,008,661
Adjusted Tax Basis of Investments in Real Estate
Over Net Investments in Real Estate
for Financial Reporting Purposes 1,331,112 976,790
Income Accrued for Tax Purposes Over
Income for Financial Reporting Purposes 76,536 47,735
Capitalized Start-Up Costs Under Section 195 13,093 13,093
Amortization of Start-Up and Organization Costs (19,093) (19,093)
Organization and Syndication Costs Treated as
Reduction of Capital for Financial Reporting
Purposes 6,021,670 6,021,670
---------- ----------
Members' Equity for Tax Reporting Purposes $39,545,707 $40,048,856
========== ==========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9AT.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 Member of the Company 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 Member 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 Member, in a manner that allows timely decisions
regarding required disclosure.
(b) Internal Control Over Financial Reporting.
(i) Management's Report on Internal Control Over Financial
Reporting. The Managing Member, through its management, is
responsible for establishing and maintaining adequate internal
control over our financial reporting, as defined in Rule 13a-
15(f) under the Exchange Act, and for performing an assessment of
the effectiveness of our internal control over financial
reporting as of December 31, 2009. Internal control over
financial reporting is a process designed 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. Our
system of internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management
of the Managing Member; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company's assets that
could have a material effect on the financial statements.
Management of the Managing Member performed an assessment
of the effectiveness of our internal control over financial
reporting as of December 31, 2009 based upon criteria in Internal
Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO").
Based on our assessment, management of the Managing Member
determined that our internal control over financial reporting was
effective as of December 31, 2009 based on the criteria in
Internal Control-Integrated Framework issued by the COSO.
ITEM 9AT.CONTROLS AND PROCEDURES. (Continued)
This annual report does not include an attestation report
of our registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in
this annual report.
(ii) 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.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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:
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(Continued)
Robert P. Johnson, age 65, 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 2010. From 1970 to
the present, he has 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
Financial Industry Regulatory Authority (FINRA) 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 five LLCs.
Patrick W. Keene, age 50, 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 2010. 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-K
any delinquent filing of such reports and any failure to file
such reports during the fiscal year ended December 31, 2009.
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 2009 fiscal year.
ITEM 11. 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 13 of this annual report on Form 10-K.
ITEM 12. 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, 2010:
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 13. 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, 2009 and 2008.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE. (Continued)
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, 2009, these
cumulative reimbursements to the Managing Members and their
affiliates did not exceed the limitation amount.
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, 2009.
Person or Entity Amount Incurred From
Receiving Form and Method Inception (June 24, 2002)
Compensation of Compensation To December 31, 2009
AEI Securities, Inc. Selling Commissions equal to 10% of $4,240,243
proceeds, most of which were reallowed
to Participating Dealers.
Managing Members Reimbursement at Cost for other $1,805,502
and Affiliates Organization and Offering Costs.
Managing Members Reimbursement at Cost for all $ 627,344
and Affiliates Acquisition Expenses.
Managing Members Reimbursement at Cost for providing $2,040,101
Affiliates administrative services to the Fund,
including all expenses related to
management of the Fund's properties
and all other transfer agency,
reporting, partner relations and
other administrative functions.
Managing Members Reimbursement at Cost for providing $ 191,661
and Affiliates services related to the disposition
of the Fund's properties.
Managing Members 3% of Net Cash Flow in any fiscal year. $ 346,328
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE. (Continued)
Person or Entity Amount Incurred From
Receiving Form and Method Inception (June 24, 2002)
Compensation of Compensation To December 31, 2009
Managing Members 1% of distributions of Net Proceeds $ 7,434
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.
ITEM 14. PRINCIPAL ACCOUNTING 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,
2009 and 2008:
Fee Category 2009 2008
Audit Fees $ 17,925 $ 17,700
Audit-Related Fees 0 0
Tax Fees 0 0
All Other Fees 0 0
--------- --------
Total Fees $ 17,925 $ 17,700
========= ========
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.
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.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) A list of the financial statements contained
herein is set forth on page 14.
(a) (2) Schedules are omitted because of the absence of
conditions under which they are required or because
the required information is presented in the
financial statements or related notes.
(a) (3) The Exhibits filed in response to Item 601 of
Regulation S-K are listed below.
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 September 17, 2002 [File No.
333-99677]).
3.2 Operating Agreement to the Prospectus (incorporated by
reference to Exhibit A of the registrant's Registration
Statement on Form SB-2 filed on April 14, 2003 [File No. 333-
99677]).
10.1 Net Lease Agreement dated December 9, 2003 between the
Company, AEI Private Net Lease Millennium Fund Limited
Partnership and Kona Restaurant Group, Inc. relating to the
Property at 2638 Derek Drive, Lake Charles, Louisiana
(incorporated by reference to Exhibit 10.2 of Form 8-K filed
December 24, 2003).
10.2 Assignment and Assumption of Lease dated February 6,
2004 between the Company, AEI Income & Growth Fund 23 LLC,
AEI Accredited Investor Fund 2002 Limited Partnership and
Transmadison, LLC relating to the Property at 451 W. 14 Mile
Road, Madison Heights, Michigan (incorporated by reference
to Exhibit 10.2 of Form 8-K filed February 20, 2004).
10.3 Assignment and Assumption of Lease dated April 30, 2004
between the Company and PRECO II CRIC LLC relating to the
Property at 7159 Macedonia Commons Boulevard, Macedonia,
Ohio (incorporated by reference to Exhibit 10.2 of Form 8-K
filed May 7, 2004).
10.4 Net Lease Agreement dated November 2, 2004 between the
Company and Kona Restaurant Group, Inc. relating to the
Property at 5700 North Elizabeth Street, Pueblo, Colorado
(incorporated by reference to Exhibit 10.2 of Form 10-QSB
filed November 12, 2004).
10.5 Assignment and Assumption of Lease dated January 14,
2005 between the Company, AEI Income & Growth Fund XXI
Limited Partnership and LMB Auburn Hills I LLC relating to
the Property at 3960 Baldwin Road, Auburn Hills, Michigan
(incorporated by reference to Exhibit 10.18 of Form 10-KSB
filed March 30, 2005).
10.6 Assignment of Lease dated February 9, 2005 between the
Company and Brody Capital Management, Inc. relating to the
Property at 3416 South Western Avenue, Marion, Indiana
(incorporated by reference to Exhibit 10.2 of Form 8-K filed
February 15, 2005).
10.7 Assignment and Assumption of Lease dated March 18, 2005
between the Company, AEI Income & Growth Fund XXI Limited
Partnership, AEI Income & Growth Fund 24 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 8-K filed March 24, 2005).
10.8 First Amendment to Net Lease Agreement dated June 20,
2005 between the Company and Kona Restaurant Group, Inc.
relating to the Property at 5700 North Elizabeth Street,
Pueblo, Colorado (incorporated by reference to Exhibit 10.1
of Form 10-QSB filed August 12, 2005).
10.9 Assignment and Assumption of Net Lease Agreement dated
October 25, 2005 between the Company and CDK Associates LLC
relating to the Property at 2908 Broadway Avenue, Yankton,
South Dakota (incorporated by reference to Exhibit 10.2 of
Form 10-QSB filed November 14, 2005).
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued)
10.10 Assignment and Assumption of Lease and Guaranty
dated November 22, 2005 between the Company and Lafayette
Village, LLC relating to the Property at 1016 North Route
59, Aurora, Illinois (incorporated by reference to Exhibit
10.3 of Form 8-K filed December 22, 2005).
10.11 Assignment and Assumption of Lease dated December
1, 2005 between the Company and Loudon Road N.H. Rte. 9
Development, LLC relating to the Property at 297 Loudon
Road, Concord, New Hampshire (incorporated by reference to
Exhibit 10.2 of Form 8-K filed December 7, 2005).
10.12 Assignment and Assumption of Lease Agreement dated
December 16, 2005 between the Company and Commercial Net
Lease Realty, Inc. relating to the Property at 1016 North
Route 59, Aurora, Illinois (incorporated by reference to
Exhibit 10.4 of Form 8-K filed December 22, 2005).
10.13 Assignment and Assumption of Lease and Guaranty
dated December 22, 2005 between the Company, AEI Fund
Management XVII, Inc. and Silver Capital Net Lease Fund I,
LLC relating to the Property at 6959 East 21st Street,
Wichita, Kansas (incorporated by reference to Exhibit 10.2
of Form 8-K filed December 30, 2005).
10.14 Assignment and Assumption of Lease dated February
17, 2006 between the Company and Meyer-Lamph Development
Group, LTD. relating to the Property at 5825 East Ruben
Torres Boulevard, Brownsville, Texas (incorporated by
reference to Exhibit 10.28 of Form 10-KSB filed March 30,
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AEI INCOME & GROWTH FUND 25
Limited Liability Company
By: AEI Fund Management XXI, Inc.
Its Managing Member
March 29, 2010 By:/s/ ROBERT P JOHNSON
Robert P. Johnson, President
and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange
Act of 1934, 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 29, 2010
Robert P. Johnson and Sole Director of Managing Member
/s/PATRICK W KEENE Chief Financial Officer and Treasurer March 29, 2010
Patrick W. Keene (Principal Accounting Officer
