Company Quick10K Filing
Quick10K
AEI Income & Growth Fund 24
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-30 Annual: 2015-12-30
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-09-27 M&A, Exhibits
8-K 2019-08-01 M&A, Exhibits
8-K 2018-02-12 Shareholder Vote
TMDX Transmedics 505
RDGL Vivos 55
ESCC Evans & Sutherland Computer 9
BLGI Black Cactus Global 8
NGLD Nevada Canyon Gold 5
CXKJ CX Network 1
DLYT Dais Analytic 0
FULC Fulcrum Therapeutics 0
GRCR GRCR Partners 0
BIEI Premier Biomedical 0
AEI24 2019-06-30
Item 2. Management's Discussion and Analysis of Financial
Item 3. Quantitative & Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II - Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities & Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 ex31-124.htm
EX-31.2 ex31-224.htm
EX-32 ex32-24.htm

AEI Income & Growth Fund 24 Earnings 2019-06-30

AEI24 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 q24-219.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 2019

Commission File Number:  000-49653

AEI INCOME & GROWTH FUND 24 LLC
(Exact name of registrant as specified in its charter)

State of Delaware
 
41-1990952
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
 
(651) 227-7333
(Address of principal executive offices)
 
(Registrant’s telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ⌧ Yes    □ No

Indicate by check mark whether the registrant has submitted electronically 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 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
□ Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     □ Yes    ⌧ No



AEI INCOME & GROWTH FUND 24 LLC

INDEX


   
Page
Part I – Financial Information
 
       
 
Item 1.
Financial Statements:
 
       
   
Balance Sheets as of June 30, 2019 and December 31, 2018
3
       
   
Statements for the Periods ended June 30, 2019 and 2018:
 
         
     
Operations
4
         
     
Cash Flows
5
         
     
Changes in Members' Equity (Deficit)
6
         
   
Notes to Financial Statements
7 - 12
       
 
Item 2.
Management's Discussion and Analysis of Financial
 
     
Condition and Results of Operations
12 - 18
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
18
       
 
Item 4.
Controls and Procedures
18
       
Part II – Other Information
 
       
 
Item 1.
Legal Proceedings
19
       
 
Item 1A.
Risk Factors
19
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
       
 
Item 3.
Defaults Upon Senior Securities
20
       
 
Item 4.
Mine Safety Disclosures
20
       
 
Item 5.
Other Information
20
       
 
Item 6.
Exhibits
20
       
Signatures
20

- 2 -

AEI INCOME & GROWTH FUND 24 LLC
BALANCE SHEETS

ASSETS

   
June 30,
   
December 31,
 
   
2019
   
2018
 
   
(unaudited)
       
Current Assets:
           
Cash
 
$
1,049,120
   
$
1,162,378
 
                 
Real Estate Investments:
               
Land
   
2,189,960
     
4,222,247
 
Buildings
   
8,381,732
     
11,849,024
 
Acquired Intangible Lease Assets
   
1,207,484
     
1,207,484
 
Real Estate Held for Investment, at cost
   
11,779,176
     
17,278,755
 
Accumulated Depreciation and Amortization
   
(4,069,673
)
   
(5,287,710
)
Real Estate Held for Investment, Net
   
7,709,503
     
11,991,045
 
Real Estate Held for Sale
   
2,935,668
     
0
 
Total Real Estate Investments
   
10,645,171
     
11,991,045
 
Total Assets
 
$
11,694,291
   
$
13,153,423
 

LIABILITIES AND MEMBERS’ EQUITY

Current Liabilities:
           
Payable to AEI Fund Management, Inc.
 
$
102,446
   
$
98,298
 
Distributions Payable
   
244,743
     
306,187
 
Unearned Rent
   
6,834
     
9,620
 
Total Current Liabilities
   
354,023
     
414,105
 
                 
Members’ Equity (Deficit):
               
Managing Members
   
(126,638
)
   
(106,529
)
Limited Members – 50,000 Units authorized;
   23,448 and 23,460 Units issued and outstanding
   as of 6/30/2019 and 12/31/2018
   
11,466,906
     
12,845,847
 
Total Members’ Equity
   
11,340,268
     
12,739,318
 
Total Liabilities and Members’ Equity
 
$
11,694,291
   
$
13,153,423
 




The accompanying Notes to Financial Statements are an integral part of these statements.
- 3 -

AEI INCOME & GROWTH FUND 24 LLC
STATEMENTS OF OPERATIONS
(unaudited)


   
Three Months Ended June 30
   
Six Months Ended June 30
 
   
2019
   
2018
   
2019
   
2018
 
                         
Rental Income
 
$
271,869
   
$
349,375
   
$
558,464
   
$
698,476
 
                                 
Expenses:
                               
LLC Administration – Affiliates
   
25,097
     
23,858
     
52,873
     
51,722
 
LLC Administration and Property
   Management – Unrelated Parties
   
25,788
     
16,058
     
63,052
     
29,636
 
Depreciation and Amortization
   
127,460
     
142,303
     
259,614
     
284,606
 
Real Estate Impairment
   
300,247
     
0
     
1,093,092
     
0
 
Total Expenses
   
478,592
     
182,219
     
1,468,631
     
365,964
 
                                 
Operating Income (Loss)
   
(206,723
)
   
167,156
     
(910,167
)
   
332,512
 
                                 
Other Income:
                               
Interest Income
   
3,744
     
1,869
     
7,525
     
2,721
 
                                 
Net Income (Loss)
 
$
(202,979
)
 
$
169,025
   
$
(902,642
)
 
$
335,233
 
                                 
Net Income (Loss) Allocated:
                               
Managing Members
 
$
(84
)
 
$
5,071
   
$
(5,217
)
 
$
10,057
 
Limited Members
   
(202,895
)
   
163,954
     
(897,425
)
   
325,176
 
Total
 
$
(202,979
)
 
$
169,025
   
$
(902,642
)
 
$
335,233
 
                                 
Net Income (Loss) per LLC Unit
 
$
(8.65
)
 
$
6.97
   
$
(38.26
)
 
$
13.78
 
                                 
Weighted Average Units Outstanding –
      Basic and Diluted
   
23,448
     
23,532
     
23,454
     
23,595
 
                                 









The accompanying Notes to Financial Statements are an integral part of these statements.
- 4 -

AEI INCOME & GROWTH FUND 24 LLC
STATEMENTS OF CASH FLOWS
(unaudited)


   
Six Months Ended June 30
 
   
2019
   
2018
 
Cash Flows from Operating Activities:
           
Net Income (Loss)
 
$
(902,642
)
 
$
335,233
 
                 
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
               
Depreciation and Amortization
   
282,782
     
307,774
 
Real Estate Impairment
   
1,093,092
     
0
 
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
   
4,148
     
42,114
 
Increase (Decrease) in Unearned Rent
   
(2,786
)
   
68,879
 
Total Adjustments
   
1,377,236
     
418,767
 
Net Cash Provided By (Used For)
   Operating Activities
   
474,594
     
754,000
 
                 
Cash Flows from Investing Activities:
               
Investments in Real Estate
   
(30,000
)
   
0
 
                 
Cash Flows from Financing Activities:
               
Distributions Paid to Members
   
(550,930
)
   
(610,916
)
Repurchase of LLC Units
   
(6,922
)
   
(75,023
)
Net Cash Provided By (Used For)
   Financing Activities
   
(557,852
)
   
(685,939
)
                 
Net Increase (Decrease) in Cash
   
(113,258
)
   
68,061
 
                 
Cash, beginning of period
   
1,162,378
     
1,162,482
 
                 
Cash, end of period
 
$
1,049,120
   
$
1,230,543
 
                 






The accompanying Notes to Financial Statements are an integral part of these statements.
- 5 -

AEI INCOME & GROWTH FUND 24 LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT)
(unaudited)


   
Managing Members
   
Limited Members
   
Total
   
Limited Member Units Outstanding
 
                         
Balance, December 31, 2017
 
$
(54,825
)
 
$
14,517,595
   
$
14,462,770
     
23,657.21
 
                                 
Distributions Declared
   
(9,186
)
   
(297,001
)
   
(306,187
)
       
                                 
Net Income
   
4,986
     
161,222
     
166,208
         
                                 
Balance, March 31, 2018
   
(59,025
)
   
14,381,816
     
14,322,791
     
23,657.21
 
                                 
Distributions Declared
   
(9,185
)
   
(297,000
)
   
(306,185
)
       
                                 
Repurchase of LLC Units
   
(2,250
)
   
(72,773
)
   
(75,023
)
   
(125.42
)
                                 
Net Income
   
5,071
     
163,954
     
169,025
         
                                 
Balance, June 30, 2018
 
$
(65,389
)
 
$
14,175,997
   
$
14,110,608
     
23,531.79
 
                                 
                                 
                                 
Balance, December 31, 2018
 
$
(106,529
)
 
$
12,845,847
   
$
12,739,318
     
23,460.43
 
                                 
Distributions Declared
   
(7,342
)
   
(237,401
)
   
(244,743
)
       
                                 
Net Loss
   
(5,133
)
   
(694,530
)
   
(699,663
)
       
                                 
Balance, March 31, 2019
   
(119,004
)
   
11,913,916
     
11,794,912
     
23,460.43
 
                                 
Distributions Declared
   
(7,342
)
   
(237,401
)
   
(244,743
)
       
                                 
Repurchase of LLC Units
   
(208
)
   
(6,714
)
   
(6,922
)
   
(12.00
)
                                 
Net Loss
   
(84
)
   
(202,895
)
   
(202,979
)
       
                                 
Balance, June 30, 2019
 
$
(126,638
)
 
$
11,466,906
   
$
11,340,268
     
23,448.43
 
                                 








The accompanying Notes to Financial Statements are an integral part of these statements.
- 6 -

AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019
(unaudited)

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

(2)  Organization –

AEI Income & Growth Fund 24 LLC (“Company”), a Limited Liability Company, was formed on November 21, 2000 to acquire and lease commercial properties to operating tenants.  The Company's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing Member.  Robert P. Johnson, the President and sole director of AFM, serves as the Special Managing Member.  AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder.  AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Company.

The terms of the offering called for a subscription price of $1,000 per LLC Unit, payable on acceptance of the offer.  The Company commenced operations on October 31, 2001 when minimum subscriptions of 1,500 LLC Units ($1,500,000) were accepted.  The offering terminated May 17, 2003 when the extended offering period ended.  The Company received subscriptions for 24,831.283 Units.  Under the terms of the Operating Agreement, the Limited Members and Managing Members contributed funds of $24,831,283 and $1,000, respectively.  The Company shall continue until December 31, 2051, unless dissolved, terminated and liquidated prior to that date.

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

- 7 -

AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS

(2)  Organization – (Continued)

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.

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.

In January 2018, the Managing Member mailed a Consent Statement (Proxy) seeking the consent of the Limited Members, as required by Section 6.1 of the Operating Agreement, to initiate the final disposition, liquidation and distribution of all of the Company’s properties and assets within the next 12 to 24 months.  On February 12, 2018, the proposal was approved with a majority of Units voting in favor of the proposal.  As a result, the Managing Member is proceeding with the planned liquidation of the Company.

- 8 -

AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS

(3)  Recently Adopted Accounting Pronouncements –

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded.  In addition, the amendments expanded the disclosure requirements for the analysis of members' equity for interim financial statements.  Under the amendments, an analysis of changes in each caption of members' equity presented in the balance sheet must be provided in a note or separate statement.  The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of income is required to be filed.  The Company’s first presentation of year-to-date quarterly changes in members' equity was included in its Form 10‑Q for the quarter ended March 31, 2019.

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, which provides guidance for accounting for leases.  The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of the lease payments.  The accounting guidance for lessors is largely unchanged.  The ASU is effective for annual and interim periods beginning after December 15, 2018. It is to be adopted using a modified retrospective approach.  The Company has adopted the accounting pronouncement effective January 1, 2019 and the adoption of the standard did not have a material impact on the Company’s financial statements.

(4)  Real Estate Investments –

In July 2018, the Company entered into an agreement with the tenant of the Best Buy store in Lake Geneva, Wisconsin to extend the lease term five years to end on March 31, 2024.  As part of the agreement, the annual rent decreased from $153,826 to $133,316 effective February 1, 2019.  In addition, beginning on February 1, 2019, the tenant received free rent for one month that equaled $11,110.

The Company owns a 35% interest in a Dick’s Sporting Goods store in Fredericksburg, Virginia.  The remaining interests in the property are owned by three affiliates of the Company.  On January 31, 2019, the lease term ended, and the tenant returned possession of the property to the owners.  While the property is vacant, the Company is responsible for its 35% share of real estate taxes and other costs associated with maintaining the property.  The owners have listed the property for lease with a real estate broker in the Fredericksburg area.  The annual rent from this property represented approximately 21% of the total annual rent of the Company’s property portfolio. The loss of rent and increased expenses related to this property decreased the Company’s cash flow.  Consequently, beginning with the first quarter of 2019, the Company reduced its regular quarterly cash distribution rate from $12.66 per Unit to $10.12 per Unit.

- 9 -

AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS

(4)  Real Estate Investments – (Continued)

Based on its long-lived asset valuation analysis, the Company determined the Dick’s Sporting Goods store was impaired.  As a result, in the fourth quarter of 2018, a charge to operations for real estate impairment of $1,077,135 was recognized, which was the difference between the carrying value at December 31, 2018 of $3,142,135 and the estimated fair value of $2,065,000.  Based on its long-lived asset valuation analysis, in the first quarter of 2019, the Company recognized an additional real estate impairment of $792,845 to decrease the carrying value to the estimated fair value of $1,260,000.  The charges were recorded against the cost of the land and building.

In June 2019, the Company entered into an agreement with the tenant of the Tractor Supply Company store in Grand Forks, North Dakota to extend the lease term ten years to end on November 30, 2030.  The annual rent remained the same with a 4.0% increase scheduled to occur after five years.  As part of the agreement, the Company paid a tenant improvement allowance of $30,000 that was capitalized.

In June 2019, the Company reached an agreement to sell its 50% interest in the Tractor Supply Company store to an unrelated third party.  On August 1, 2019, the sale closed with the Company receiving net proceeds of approximately $1,739,000, which resulted in a net gain of approximately $885,800.  At the time of sale, the cost and related accumulated depreciation was $1,433,934 and $580,749, respectively.  At June 30, 2019, the property was classified as Real Estate Held for Sale with a carrying value of $853,185.

In June 2019, the Company entered into an agreement to sell the Applebee’s restaurant in Fishers, Indiana to an unrelated third party.  The sale is subject to contingencies and may not be completed.  If the sale is completed, the Company expects to receive net proceeds of approximately $2,889,000, which will result in a net gain of approximately $806,500.  At June 30, 2019, the property was classified as Real Estate Held for Sale with a carrying value of $2,082,483.

The Company owns a 45% interest in an Advance Auto Parts store in Middletown, Ohio.  The remaining interest in the property is owned by an affiliate of the Company.  On July 31, 2019, the lease term ended, and the tenant returned possession of the property to the owners.  While the property is vacant, the Company is responsible for its 45% share of real estate taxes and other costs associated with maintaining the property.  The owners have listed the property for sale or lease with a real estate broker in the Middletown area.  The annual rent from this property represented approximately 6% of the total annual rent of the Company’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Company’s cash flow.  However, at this time, the Company does not anticipate the need to further reduce its regular quarterly cash distribution rate.

- 10 -

AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS

(4)  Real Estate Investments – (Continued)

Based on its long-lived asset valuation analysis, the Company determined the Advance Auto store was impaired.  As a result, in the second quarter of 2019, a charge to operations for real estate impairment of $300,247 was recognized, which was the difference between the carrying value at June 30, 2019 of $446,497 and the estimated fair value of $146,250.  The charge was recorded against the cost of the land and building.

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

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

(6)  Members’ Equity –

For the six months ended June 30, 2019 and 2018, the Company declared distributions of $489,486 and $612,372, respectively.  The Limited Members received distributions of $474,802 and $594,001 and the Managing Members received distributions of $14,684 and $18,371 for the periods, respectively.  The Limited Members' distributions represented $20.24 and $25.17 per LLC Unit outstanding using 23,454 and 23,595 weighted average Units in 2019 and 2018, respectively.  The distributions represented $0.00 and $10.69 per Unit of Net Income and $20.24 and $14.48 per Unit of return of contributed capital in 2019 and 2018, respectively.

On April 1, 2019, the Company repurchased a total of 12.00 Units for $6,714 from two Limited Members in accordance with the Operating Agreement.  On April 1, 2018, the Company repurchased a total of 125.42 Units for $72,773 from four Limited Members.  The Company acquired these Units using Net Cash Flow from operations.  The repurchases increase the remaining Limited Members’ ownership interest in the Company.  As a result of these repurchases and pursuant to the Operating Agreement, the Managing Members received distributions of $208 and $2,250 in 2019 and 2018, respectively.

(7)  Fair Value Measurements –

Fair value, as defined by US GAAP, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market.  US GAAP establishes a hierarchy in determining the fair value of an asset or liability.  The fair value hierarchy has three levels of inputs, both observable and unobservable.  US GAAP requires the utilization of the lowest possible level of input to determine fair value.  Level 1 inputs include quoted market prices in an active market for identical assets or liabilities.   Level 2 inputs are market data, other than Level 1 inputs, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.  Level 3 inputs are unobservable and corroborated by little or no market data.
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AEI INCOME & GROWTH FUND 24 LLC
NOTES TO FINANCIAL STATEMENTS

(7)  Fair Value Measurements – (Continued)

At June 30, 2019 and December 31, 2018, the Company had no financial assets or liabilities measured at fair value on a recurring basis or nonrecurring basis that would require disclosure.  The Company had the following nonfinancial assets measured on a nonrecurring basis that were recorded at fair value during 2019 and 2018.

The Dick’s Sporting Goods store in Fredericksburg, Virginia with a carrying amount of $3,142,135 at December 31, 2018, was written down to its estimated fair value of $2,065,000 after completing our long-lived asset valuation analysis.  The resulting impairment charge of $1,077,135 was included in earnings for the fourth quarter of 2018.  The fair value of the property was based upon estimated probability-weighted future undiscounted cash flows expected to result from the property and its eventual disposition.  These estimates are considered Level 3 inputs in the valuation hierarchy. At March 31, 2019, the property was written down to its estimated fair value of $1,260,000 after completing our long-lived asset valuation analysis.  The resulting impairment charge of $792,845 was included in earnings for the first quarter of 2019.  The fair value of the property was based upon an appraisal prepared by an independent commercial property appraiser.  The appraisal is considered a Level 3 input in the valuation hierarchy. 

The Advance Auto store in Middletown, Ohio with a carrying amount of $446,497 at June 30, 2019, was written down to its estimated fair value of $146,250 after completing our long-lived asset valuation analysis.  The resulting impairment charge of $300,247 was included in earnings for the second quarter of 2019.  The fair value of the property was based upon comparable sales of similar properties, which are considered Level 2 inputs in the valuation hierarchy. 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters.  These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the 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.
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

Application of Critical Accounting Policies

The Company’s financial statements have been prepared in accordance with US GAAP.  Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions.  These judgments will affect the reported amounts of the Company’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods.  It is possible that the carrying amount of the Company’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.

Management of the Company evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the managing member of the Company.

Allocation of Purchase Price of Acquired Properties

Upon acquisition of real properties, the Company records them in the financial statements at cost.  The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases.  The allocation of the purchase price is based upon the fair value of each component of the property.  Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.

The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods.  The above market and below market lease values will be capitalized as intangible lease assets or liabilities.  Above market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases.  Below market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods.  If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.

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

The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease.  Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease.  These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases.  The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease.  These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases.  If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The determination of the fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables.  If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.

Carrying Value of Properties

Properties are carried at original cost, less accumulated depreciation and amortization. The 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 net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value.  Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

Allocation of Expenses

AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs.  They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage.  The Company reimburses these expenses subject to detailed limitations contained in the Operating Agreement.

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

Results of Operations

For the six months ended June 30, 2019 and 2018, the Company recognized rental income of $558,464 and $698,476, respectively.  In 2019, rental income decreased due to rent decreases related to the Best Buy store and the lease term ending for the Dick’s Sporting Goods store, as discussed below. The decreases were partially offset by rent increases on two properties.  Based on the scheduled rent for the properties owned as of July 31, 2019, the Company expects to recognize rental income of approximately $1,074,000 in 2019.

For the six months ended June 30, 2019 and 2018, the Company incurred LLC administration expenses from affiliated parties of $52,873 and $51,722, 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 $63,052 and $29,636, respectively.  These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs.  These expenses were higher in 2019, when compared to 2018, due to expenses related to the Dick’s Sporting Goods store and a parking lot repair at one property.

In July 2018, the Company entered into an agreement with the tenant of the Best Buy store in Lake Geneva, Wisconsin to extend the lease term five years to end on March 31, 2024.  As part of the agreement, the annual rent decreased from $153,826 to $133,316 effective February 1, 2019.  In addition, beginning on February 1, 2019, the tenant received free rent for one month that equaled $11,110.

The Company owns a 35% interest in a Dick’s Sporting Goods store in Fredericksburg, Virginia.  The remaining interests in the property are owned by three affiliates of the Company.  On January 31, 2019, the lease term ended, and the tenant returned possession of the property to the owners.  While the property is vacant, the Company is responsible for its 35% share of real estate taxes and other costs associated with maintaining the property.  The owners have listed the property for lease with a real estate broker in the Fredericksburg area.  The annual rent from this property represented approximately 21% of the total annual rent of the Company’s property portfolio. The loss of rent and increased expenses related to this property decreased the Company’s cash flow.  Consequently, beginning with the first quarter of 2019, the Company reduced its regular quarterly cash distribution rate from $12.66 per Unit to $10.12 per Unit.

Based on its long-lived asset valuation analysis, the Company determined the Dick’s Sporting Goods store was impaired.  As a result, in the fourth quarter of 2018, a charge to operations for real estate impairment of $1,077,135 was recognized, which was the difference between the carrying value at December 31, 2018 of $3,142,135 and the estimated fair value of $2,065,000.  Based on its long-lived asset valuation analysis, in the first quarter of 2019, the Company recognized an additional real estate impairment of $792,845 to decrease the carrying value to the estimated fair value of $1,260,000.  The charges were recorded against the cost of the land and building.

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

The Company owns a 45% interest in an Advance Auto Parts store in Middletown, Ohio.  The remaining interest in the property is owned by an affiliate of the Company.  On July 31, 2019, the lease term ended, and the tenant returned possession of the property to the owners.  While the property is vacant, the Company is responsible for its 45% share of real estate taxes and other costs associated with maintaining the property.  The owners have listed the property for sale or lease with a real estate broker in the Middletown area.  The annual rent from this property represented approximately 6% of the total annual rent of the Company’s property portfolio. The loss of rent and increased expenses related to this property will decrease the Company’s cash flow.  However, at this time, the Company does not anticipate the need to further reduce its regular quarterly cash distribution rate.

Based on its long-lived asset valuation analysis, the Company determined the Advance Auto store was impaired.  As a result, in the second quarter of 2019, a charge to operations for real estate impairment of $300,247 was recognized, which was the difference between the carrying value at June 30, 2019 of $446,497 and the estimated fair value of $146,250.  The charge was recorded against the cost of the land and building.

For the six months ended June 30, 2019 and 2018, the Company recognized interest income of $7,525 and $2,721, 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.

Liquidity and Capital Resources

During the six months ended June 30, 2019, the Company's cash balances decreased $113,258 as a result of cash paid for a tenant improvement allowance, and distributions paid to the Members and cash used to repurchase Units in excess of cash generated from operating activities.  During the six months ended June 30, 2018, the Company's cash balances increased $68,061 as a result of cash generated from operating activities in excess of distributions paid to the Members and cash used to repurchase Units.

Net cash provided by operating activities decreased from $754,000 in 2018 to $474,594 in 2019 as a result of a decrease in total rental and interest income in 2019, an increase in LLC administration and property management expenses in 2019, and 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 six months ended June 30, 2019, the Company expended $30,000 to invest in real properties.

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

In June 2019, the Company entered into an agreement with the tenant of the Tractor Supply Company store in Grand Forks, North Dakota to extend the lease term ten years to end on November 30, 2030.  The annual rent remained the same with a 4.0% increase scheduled to occur after five years.  As part of the agreement, the Company paid a tenant improvement allowance of $30,000 that was capitalized.

In June 2019, the Company reached an agreement to sell its 50% interest in the Tractor Supply Company store to an unrelated third party.  On August 1, 2019, the sale closed with the Company receiving net proceeds of approximately $1,739,000, which resulted in a net gain of approximately $885,800.  At the time of sale, the cost and related accumulated depreciation was $1,433,934 and $580,749, respectively.  At June 30, 2019, the property was classified as Real Estate Held for Sale with a carrying value of $853,185.

In June 2019, the Company entered into an agreement to sell the Applebee’s restaurant in Fishers, Indiana to an unrelated third party.  The sale is subject to contingencies and may not be completed.  If the sale is completed, the Company expects to receive net proceeds of approximately $2,889,000, which will result in a net gain of approximately $806,500.  At June 30, 2019, the property was classified as Real Estate Held for Sale with a carrying value of $2,082,483.

The Company's primary use of cash flow, other than investment in real estate, is distribution payments to Members and cash used to repurchase Units.  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.  The Company may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.

For the six months ended June 30, 2019 and 2018, the Company declared distributions of $489,486 and $612,372, 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 $474,802 and $594,001 and the Managing Members received distributions of $14,684 and $18,371 for the periods, respectively.

The Company may repurchase Units from Limited Members who have tendered their Units to the Company.  Such Units may be acquired at a discount.  The Company will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year.  In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company.

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

On April 1, 2019, the Company repurchased a total of 12.00 Units for $6,714 from two Limited Members in accordance with the Operating Agreement.  On April 1, 2018, the Company repurchased a total of 125.42 Units for $72,773 from four Limited Members.  The Company acquired these Units using Net Cash Flow from operations.  The repurchases increase the remaining Limited Members’ ownership interest in the Company.  As a result of these repurchases and pursuant to the Operating Agreement, the Managing Members received distributions of $208 and $2,250 in 2019 and 2018, respectively.

The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Company obligations on both a short-term and long-term basis.

Off-Balance Sheet Arrangements

As of June 30, 2019 and December 31, 2018, the Company had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.

ITEM 3.  QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4.  CONTROLS AND PROCEDURES.

(a)  Disclosure Controls and Procedures.

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing 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)  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.


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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Company is a party or of which the Company's property is subject.

ITEM 1A.  RISK FACTORS.

Not required for a smaller reporting company.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.

(a) None.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the 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 may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations.  The Company will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year.  In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company.

Small Business Issuer Purchases of Equity Securities

Period
Total Number
of Units
Purchased
Average
Price Paid
per Unit
Total Number of Units
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number
of Units that May Yet
Be Purchased Under
the Plans or Programs
         
4/1/19 to 4/30/19
12.00
$559.50
1,382.85(1)
(2)
         
5/1/19 to 5/31/19
--
--
--
--
         
6/1/19 to 6/30/19
--
--
--
--

(1)
The Company’s repurchase plan is mandated by the Operating Agreement as included in the prospectus related to the original offering of the Units.
(2)
The Operating Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.

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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

31.1
Certification of Chief Executive Officer of 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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:  August 13, 2019
AEI Income & Growth Fund 24 LLC
 
By:
AEI Fund Management XXI, Inc.
 
Its:
Managing Member
     
     
     
 
By:
 /s/ MARNI J NYGARD
   
Marni J. Nygard
   
President
   
(Principal Executive Officer)
     
     
     
 
By:
 /s/ PATRICK W KEENE
   
Patrick W. Keene
   
Chief Financial Officer
   
(Principal Accounting Officer)

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