UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 23, 2013
AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
State of Minnesota 000-29274 41-1789725
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
30 East 7th Street, Suite 1300, St. Paul, Minnesota, 55101
(Address of Principal Executive Offices)
(651) 227-7333
(Registrant's telephone number, including area code)
___________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 23, 2013, the Partnership sold its 62% interest in an Applebee’s in Johnstown, Pennsylvania to Ghanekar & Macedo General Partnership, an unrelated third party. The Partnership received net cash proceeds of approximately $1,932,000 for the property, which resulted in a net gain of approximately $589,000.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired – Not Applicable.
(b) Pro forma financial information – A limited number of pro forma adjustments are required to illustrate the effects of the transaction on the balance sheet and income statement. The following narrative description is furnished in lieu of pro forma statements. Assuming the Partnership had sold the property on January 1, 2012:
The Partnership's Investments in Real Estate would have been reduced by $1,418,065 and its Current Assets (cash) would have increased by $1,932,000 and Partners’ Capital would have increased by $513,935.
For the year ended December 31, 2012, Income from Continuing Operations would have decreased $79,818, representing a decrease in rental income of $130,441, a decrease in depreciation expense of $50,045 and a decrease in property management expenses of $578. For the six months ended June 30, 2013, Income from Discontinued Operations would have decreased $40,081, representing a decrease in rental income of $65,220, a decrease in depreciation expense of $25,022 and a decrease in property management expenses of $117.
The net effect of these pro forma adjustments would have caused Net Income to decrease from $662,666 to $582,848 and from $307,288 to $267,207, which would have resulted in Net Income of $25.38 and $11.68 per Limited Partnership Unit outstanding for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively.
(c) Shell company transactions – Not Applicable.
(d) Exhibits – not required. The property sold represents less than 15% of the total assets of the Partnership as of August 23, 2013.
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 hereunto duly authorized.
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AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP
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By:
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AEI Fund Management XXI, Inc.
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Its:
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Managing General Partner
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Date: September 5, 2013
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By:
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/s/ PATRICK W KEENE |
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Patrick W. Keene
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Chief Financial Officer
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