10-K 1 k204-08.txt 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, 2008 Commission file number: 000-23778 AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) State of Minnesota 41-1729121 (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 Partnership 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 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, 2008, there were 22,017.042 Units of limited partnership 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 $22,017,042. DOCUMENTS INCORPORATED BY REFERENCE The registrant has not incorporated any documents by reference into this report. PART I ITEM 1. BUSINESS. AEI Net Lease Income & Growth Fund XX Limited Partnership (the "Partnership" or the "Registrant") is a limited partnership which was organized pursuant to the laws of the State of Minnesota on September 2, 1992. The registrant is comprised of AEI Fund Management XX, Inc. (AFM) as Managing General Partner, Robert P. Johnson, the President and sole director of AFM, as the Individual General Partner, and purchasers of partnership units as Limited Partners. The Partnership offered for sale up to $24,000,000 of limited partnership interests (the "Units") (24,000 Units at $1,000 per Unit) pursuant to a registration statement effective January 20, 1993. The Partnership commenced operations on June 30, 1993 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. On January 19, 1995, the Partnership's offering terminated when the maximum subscription limit of 24,000 Limited Partnership Units ($24,000,000) was reached. The Partnership was organized to acquire existing and newly constructed commercial properties located in the United States, to lease such properties to tenants under triple net leases, to hold such properties and to eventually sell such properties. From subscription proceeds, the Partnership purchased fourteen properties, including partial interests in five properties, at a total cost of $20,174,391. The balance of the subscription proceeds was applied to organization and syndication costs, working capital reserves and distributions, which represented a return of capital. The properties are commercial, single tenant buildings leased under triple net leases. The Partnership's properties were purchased without any indebtedness. The Partnership will not finance properties in the future to obtain proceeds for new property acquisitions. If it is required to do so, the Partnership may incur short-term indebtedness, which may be secured by a portion of the Partnership's properties, to finance day-to-day cash flow requirements (including cash flow necessary to repurchase Units). The amount of borrowings that may be secured by the properties is limited in the aggregate to 10% of the purchase price of all properties. The Partnership will not incur borrowings prior to application of the proceeds from sale of the Units, will not incur borrowings to pay distributions, and will not incur borrowings while there is cash available for distributions. The Partnership will hold its properties until the General Partners determine that the sale or other disposition of the properties is advantageous in view of the Partnership's investment objectives. In deciding whether to sell properties, the General Partners will consider factors such as potential appreciation, net cash flow and income tax considerations. The Partnership 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 Partnership reserves the right, at the discretion of the General Partners, to either distribute proceeds from the sale of properties to the Partners or to reinvest such proceeds in additional properties, provided that sufficient proceeds are distributed to the Limited Partners to pay federal and state income taxes related to any taxable gain recognized as a result of the sale. ITEM 1. BUSINESS. (Continued) In December 2008, the Managing General Partner solicited by mail a proxy statement seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership's properties and assets within 24 months. On January 9, 2009, the proposal to continue the Partnership was approved with a majority of Units voted in favor of the continuation proposal. As a result, the Managing General Partner will continue the operations of the Partnership for an additional 60 months at which time it will again ask the Limited Partners to vote on the same two proposals. Leases Although there are variations in the specific terms of the leases, the following is a summary of the general terms of the Partnership's leases. The properties are leased to various tenants under triple net leases, classified as operating leases. Under a triple net lease, the tenant is responsible for all real estate taxes, insurance, maintenance, repairs and operating expenses for the property. At the time the properties were acquired, the remaining primary lease terms varied from 13 to 20 years, except for the Tractor Supply Company store, which had a remaining primary term of 7.4 years. 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 Partnership to receive additional rent in future years based on stated rent increases. Property Activity During the Last Three Years As of December 31, 2005, the Partnership owned a significant interest in twelve properties and a minor interest in five properties with a total original cost of $17,710,118, including acquisition expenses. During the years ended December 31, 2006 and 2008, the Partnership sold three property interests and received net sale proceeds of $578,025, and $2,152,460, which resulted in net gains of $109,143, and $682,938, respectively. During 2006, the Partnership purchased one additional property for $1,231,624 with property sales proceeds. As of December 31, 2008, the Partnership owned a significant interest in ten properties and a minor interest in four properties with a total original cost of $16,648,754, including acquisition expenses. Subsequent to December 31, 2008, the Partnership sold the Johnny Carino's restaurant in Alexandria, Louisiana to an unrelated third party. The Partnership received net sale proceeds of approximately $2,232,600, which resulted in a net gain of approximately $393,300. At the time of sale, the cost and related accumulated depreciation was $2,144,748 and $305,496, respectively. Major Tenants During 2008, four tenants each contributed more than ten percent of the Partnership's total rental revenue. The major tenants, in aggregate, contributed 62% of total rental revenue in 2008. It is anticipated that, based on the minimum rental payments required under the leases, each major tenant will continue to contribute more than ten percent of rental income in 2009 and future years. However, the tenant of the Johnny Carino's restaurant will not continue to be a major tenant as the restaurant was sold in 2009. Any failure of these major tenants could materially affect the Partnership's net income and cash distributions. ITEM 1. BUSINESS. (Continued) Competition The Partnership 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 Partnership. At the time the Partnership elects to dispose of its properties, the Partnership will be in competition with other persons and entities to find buyers for its properties. Employees The Partnership has no direct employees. Management services are performed for the Partnership 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 Partnership's investment objectives are to acquire existing or newly-developed commercial properties throughout the United States that offer the potential for (i) regular cash distributions of lease income; (ii) growth in lease income through rent escalation provisions; (iii) preservation of capital through all-cash sale-leaseback transactions; (iv) capital growth through appreciation in the value of properties; and (v) stable property performance through long-term lease contracts. The Partnership 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 General Partners attempt to diversify the type and location of the Partnership's properties. Description of Properties The Partnership's properties are commercial, single tenant buildings. The properties were acquired on a debt-free basis and are leased to various tenants under triple net leases, classified as operating leases. The Partnership holds an undivided fee simple interest in the properties. ITEM 2. PROPERTIES. (Continued) The Partnership'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 Partnership decides to sell the property. At this time, the Partnership 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 Partnership would be competing with other real estate owners, who have property vacancies, to attract a new tenant to lease the property. The Partnership'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 Partnership acquired and owned as of December 31, 2008. Total Property Annual Annual Purchase Acquisition Lease Rent Per Property Date Costs Tenant Payment Sq. Ft. HomeTown Buffet Restaurant Albuquerque, NM Summit Family (40.1354%) 9/30/93 $ 531,331 Restaurants, Inc. $ 48,162 $12.50 Red Robin Restaurant Red Robin Colorado Springs, CO 2/24/94 $2,229,190 West, Inc. $325,000 $45.00 Red Robin Restaurant Colorado Springs, CO 2/24/94 $1,755,441 (1) Arby's/Mrs. Winner's Restaurant Smyrna, GA RTM (1.1177%) 5/16/94 $ 13,866 Georgia, Inc. $ 1,947 $43.14 Concord Applebee's Restaurant Neighborhood McAllen, TX 12/8/94 $1,320,104 Corporation $224,994 $41.76 Champps Americana Restaurant Champps Lyndhurst, OH Operating (.12905%) 4/10/96 $ 3,501 Corporation $ 489 $46.40 Champps Americana Restaurant Champps Schaumburg, IL Operating (.1572%) 12/31/97 $ 7,121 Corporation $ 916 $52.22 Champps Americana Restaurant Champps Columbus, OH Operating (.2706%) 4/16/99 $ 9,330 Corporation $ 1,170 $39.44 ITEM 2. PROPERTIES. (Continued) Total Property Annual Annual Purchase Acquisition Lease Rent Per Property Date Costs Tenant Payment Sq. Ft. Champps Americana Restaurant Champps Utica, MI Operating (44%) 2/12/02 $1,511,134 Corporation $190,780 $50.51 KinderCare KinderCare Daycare Center Learning Mayfield Heights, OH 6/14/02 $1,407,058 Centers, Inc. $146,985 $17.26 Biaggi's Restaurant Biaggi's Ft. Wayne, IN Ristorante (50%) 7/3/03 $1,379,346 Italiano, LLC $130,540 $27.62 Johnny Carino's Restaurant Kona Restaurant Alexandria, LA 11/13/03 $2,144,748 Group, Inc. $209,020 $34.44 Jared Jewelry Store Hanover, MD Sterling (50%) 2/9/04 $1,989,105 Jewelers Inc. $168,551 $58.04 Applebee's Restaurant Sandusky, OH (45%) 4/30/04 $1,276,943 Apple Ohio LLC $104,549 $46.53 Tractor Supply Company Store Mesquite, TX Tractor Supply (50%) 3/10/06 $1,231,624 Company $100,344 $10.52 (1) The property is vacant and listed for sale. The properties listed above with a partial ownership percentage are owned with affiliates of the Partnership and/or unrelated third parties. The remaining interests in the Champps Americana restaurant in Utica, Michigan are owned by AEI Net Lease Income & Growth Fund XIX Limited Partnership and unrelated third parties. The remaining interest in the Biaggi's restaurant and the Tractor Supply Company store are owned by AEI Net Lease Income & Growth Fund XIX Limited Partnership. The remaining interest in the Jared Jewelry store is owned by AEI Income & Growth Fund XXI Limited Partnership. The remaining interest in the Applebee's restaurant in Sandusky, Ohio is owned by AEI Income & Growth Fund 24 LLC. The remaining interests in the Champps Americana restaurants in Lyndhurst and Columbus, Ohio, and Schaumburg, Illinois, the HomeTown Buffet and Arby's/Mrs. Winner's restaurants are owned by unrelated third parties. ITEM 2. PROPERTIES. (Continued) The Partnership 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 Partnership'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 Tractor Supply Company store, which had a remaining primary term of 7.4 years. The Lease for the Red Robin restaurant in continuing operations was extended to expire on December 31, 2017. Most of the leases provide the tenant with two to four five-year renewal options subject to the same terms and conditions as the primary term. Pursuant to the lease agreements, the tenants are required to provide proof of adequate insurance coverage on the properties they occupy. The General Partners believe the properties are adequately covered by insurance and consider the properties to be well-maintained and sufficient for the Partnership's operations. For tax purposes, the Partnership'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 or 40 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 Partnership has tax-exempt Partners, the Partnership 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 is the same as the basis for book depreciation purposes except for properties whose book value was reduced by a real estate impairment loss pursuant to Financial Accounting Standards Board Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The real estate impairment loss, which was recorded against the book cost of the land and depreciable property, was not recognized for tax purposes. At December 31, 2008, all properties listed above were 100% occupied. The only exception is the Red Robin restaurant in Colorado Springs, Colorado which became vacant on November 30, 2008 when the lease term expired. ITEM 3. LEGAL PROCEEDINGS. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. In December 2008, the Managing General Partner solicited by mail a proxy statement seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months (Proposal #1) or to initiate the final disposition, liquidation and distribution of all of the Partnership's properties and assets within 24 months (Proposal #2). In order for a proposal to be approved, a majority of the 22,017 eligible Units must be voted in favor of the proposal. On January 9, 2009, the votes were counted. The results were 13,318 Units voted for Proposal #1, 308 voted against, 100 abstained and 1,012 Units voted for Proposal #2, 3,929 voted against, 193 abstained. As a result, Proposal #1 to continue the Partnership for an additional 60 months was approved. 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, 2008, there were 1,533 holders of record of the registrant's Limited Partnership 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 Partnership did not sell any equity securities that are not registered under the Securities Act of 1933. Cash distributions of $19,566 and $17,545 were made to the General Partners and $1,937,005 and $1,736,992 were made to the Limited Partners for 2008 and 2007, 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 Partner distributions discussed above, the Partnership distributed net sale proceeds of $343,718 and $57,000 in 2008 and 2007, respectively. (b) Not applicable. (c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during September of each year. The purchase price of the Units is based on a formula specified in the Partnership Agreement. Units tendered to the Partnership are redeemed on October 1st of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During the last three months of 2008, the Partnership did not purchase any Units. 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 Partnership's financial condition and results of operations, including the following: Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate; the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners; resolution by the General Partners of conflicts with which they may be confronted; the success of the General Partners of locating properties with favorable risk return characteristics; the effect of tenant defaults; and the condition of the industries in which the tenants of properties owned by the Partnership operate. Application of Critical Accounting Policies The preparation of the Partnership'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 Partnership as opposed to other funds they manage. The Partnership purchases properties and records them in the financial statements at cost (including capitalized acquisition expenses). The Partnership anticipates that for acquisitions completed on or after January 1, 2009, acquisition- related transaction costs will be expensed as incurred as a result of the adoption of Statement of Financial Accounting Standards No. 141(R), Business Combinations. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property's probability-weighted 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 Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement. Management of the Partnership has discussed the development and selection of the above accounting estimates and the management discussion and analysis disclosures regarding them with the managing partner of the Partnership. Results of Operations For the years ended December 31, 2008 and 2007, the Partnership recognized rental income from continuing operations of $1,428,006 and $1,473,879 respectively. In 2008, rental income decreased due to lease amendments that reduced the annual rent for two properties. These decreases were partially offset by rent increases on five properties. For the years ended December 31, 2008 and 2007, the Partnership incurred Partnership administration expenses from affiliated parties of $269,900 and $219,885, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. These expenses were higher in 2008, when compared to 2007, mainly due to additional expenses related to property sale activities in the second half of 2008 and the proxy statement that was mailed to Limited Partners in December 2008. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $59,583 and $35,345, 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 2008, when compared to 2007, mainly due to legal and postage expenses related to the proxy statement. For the years ended December 31, 2008 and 2007, the Partnership recognized interest income of $48,873 and $45,129, respectively. In 2008, interest income increased due to the Partnership having more money invested in a money market account due to property sales. The effect of the higher account balance was partially offset by lower money market interest rates in 2008, when compared to 2007. In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership includes the operating results and sale of the property in discontinued operations. In addition, the Partnership reclassifies the prior periods' operating results of the property to discontinued operations. For the year ended December 31, 2008, the Partnership recognized income from discontinued operations of $838,529, representing rental income less property management expenses and depreciation of $316,679 and gain on disposal of real estate of $682,938, which were partially offset by a real estate impairment loss of $161,088. For the year ended December 31, 2007, the Partnership recognized income from discontinued operations of $405,822, representing rental income less property management expenses and depreciation. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) On February 27, 2008, the Partnership sold its 50% interest in the Champps Americana restaurant in West Chester, Ohio to an unrelated third party. The Partnership received net sale proceeds of $2,057,022, which resulted in a net gain of $632,104. At the time of sale, the cost and related accumulated depreciation was $1,569,884 and $144,966, respectively. At December 31, 2007, the property was classified as Real Estate Held for Sale with a book value of $1,424,918. On June 30, 2008, the Partnership sold its 5.9250% interest in the Applebee's restaurant in Middletown, Ohio to an unrelated third party. The Partnership received net sale proceeds of $95,438, which resulted in a net gain of $50,834. The cost and related accumulated depreciation of the interest sold was $69,106 and $24,502, respectively. On November 30, 2008, the Lease term expired for the Red Robin restaurant on Citadel Drive in Colorado Springs, Colorado. The tenant reviewed their operations at the property and decided not to enter into an agreement to extend the term of the Lease. The Partnership has listed the property for sale with a real estate broker in the Colorado Springs area. While the property is vacant, the Partnership is responsible for real estate taxes and other costs associated with maintaining the property. The loss of rent and increased expenses related to this property will decrease the Partnership's cash flow in the future. Consequently, beginning with the first quarter of 2009, the Partnership is reducing its regular distribution rate until the property can be sold and the proceeds reinvested in additional property. Based on an analysis of market conditions in the area, the Partnership has determined the Red Robin restaurant is impaired in accordance with the requirements of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As a result, in the fourth quarter of 2008, a charge to discontinued operations for real estate impairment of $161,088 was recognized, which was the difference between the book value at December 31, 2008 of $1,277,088 and the estimated fair value of $1,116,000. The charge was recorded against the cost of the land and building. At December 31, 2008 and 2007, the property was classified as Real Estate Held for Sale. Subsequent to December 31, 2008, the Partnership sold the Johnny Carino's restaurant in Alexandria, Louisiana to an unrelated third party. The Partnership received net sale proceeds of approximately $2,232,600, which resulted in a net gain of approximately $393,300. At the time of sale, the cost and related accumulated depreciation was $2,144,748 and $305,496, respectively. At December 31, 2008, the property was classified as Real Estate Held for Sale with a book value of $1,839,252. 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, 2008, the Partnership's cash balances increased $1,739,281 as a result of cash generated from the sale of property, which was partially offset by distributions paid to the Partners in excess of cash generated from operating activities. During the year ended December 31, 2007, the Partnership's cash balances increased $19,594 as a result of cash generated from operating activities in excess of distributions paid to the Partners. Net cash provided by operating activities decreased from $1,785,625 in 2007 to $1,551,637 in 2008 as a result of a decrease in total rental income in 2008 and an increase in Partnership administration and property management expenses in 2008, which were partially offset by net timing differences in the collection of payments from the tenants and the payment of expenses. The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the year ended December 31, 2008, the Partnership generated cash flow from the sale of real estate of $2,152,460. The Partnership's primary use of cash flow, other than investment in real estate, is distribution and redemption payments to Partners. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. Redemption payments are paid to redeeming Partners in the fourth quarter of each year. For the years ended December 31, 2008 and 2007, the Partnership declared distributions of $1,956,571 and $1,754,537, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners received distributions of $1,937,005 and $1,736,992 and the General Partners received distributions of $19,566 and $17,545 for the years, respectively. In March 2007, the Partnership declared a special distribution of net sale proceeds of $57,576. In March and June 2008, the Partnership declared special distributions of net sale proceeds of $115,152 and $171,717, respectively, which resulted in higher distributions in 2008. During 2008 and 2007, the Partnership distributed net sale proceeds of $347,190 and $57,576 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $15.59 and $2.58 per Limited Partnership Unit, respectively. The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued) The Partnership may acquire Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During 2008, the Partnership did not redeem any Units from the Limited Partners. During 2007, two Limited Partners redeemed a total of 22.7 Partnership Units for $11,562 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. In prior years, a total of 122 Limited Partners redeemed 1,932.26 Partnership Units for $1,489,150. The redemptions increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these redemption payments and pursuant to the Partnership Agreement, the General Partners received distributions of $117 in 2007. The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis. 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 Partnership'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 Partnership's tenants and their cash flows. If a tenant were to default on its lease obligations, the Partnership's income would decrease, its distributions would likely be reduced and the value of its properties might decline. 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 NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheet as of December 31, 2008 and 2007 Statements for the Years Ended December 31, 2008 and 2007: Income Cash Flows Changes in Partners' Capital Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners: AEI Net Lease Income & Growth Fund XX Limited Partnership St. Paul, Minnesota We have audited the accompanying balance sheet of AEI Net Lease Income & Growth Fund XX Limited Partnership (a Minnesota limited partnership) as of December 31, 2008 and 2007, and the related statements of income, cash flows and changes in partners' capital for the years then ended. The Partnership'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 Net Lease Income & Growth Fund XX Limited Partnership as of December 31, 2008 and 2007, 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 26, 2009 AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP BALANCE SHEET DECEMBER 31 ASSETS 2008 2007 CURRENT ASSETS: Cash $ 2,842,034 $ 1,102,753 INVESTMENTS IN REAL ESTATE: Land 4,560,445 5,130,957 Buildings and Equipment 8,349,208 9,992,550 Accumulated Depreciation (2,288,065) (2,280,410) ----------- ----------- 10,621,588 12,843,097 Real Estate Held for Sale 2,955,252 2,702,006 ----------- ----------- Net Investments in Real Estate 13,576,840 15,545,103 ----------- ----------- Total Assets $16,418,874 $16,647,856 =========== =========== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Payable to AEI Fund Management, Inc. $ 98,024 $ 67,148 Distributions Payable 405,522 413,767 Unearned Rent 8,712 12,249 ----------- ----------- Total Current Liabilities 512,258 493,164 ----------- ----------- PARTNERS' CAPITAL: General Partners 9,847 12,328 Limited Partners, $1,000 per Unit; 24,000 Units authorized and issued; 22,045 Units outstanding 15,896,769 16,142,364 ----------- ----------- Total Partners' Capital 15,906,616 16,154,692 ----------- ----------- Total Liabilities and Partners' Capital $16,418,874 $16,647,856 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31 2008 2007 RENTAL INCOME $ 1,428,006 $ 1,473,879 EXPENSES: Partnership Administration - Affiliates 269,900 219,885 Partnership Administration and Property Management - Unrelated Parties 59,583 35,345 Depreciation 277,430 277,443 ----------- ----------- Total Expenses 606,913 532,673 ----------- ----------- OPERATING INCOME 821,093 941,206 OTHER INCOME: Interest Income 48,873 45,129 ----------- ----------- INCOME FROM CONTINUING OPERATIONS 869,966 986,335 Income from Discontinued Operations 838,529 405,822 ----------- ----------- NET INCOME $ 1,708,495 $ 1,392,157 =========== =========== NET INCOME ALLOCATED: General Partners $ 17,085 $ 13,922 Limited Partners 1,691,410 1,378,235 ----------- ----------- $ 1,708,495 $ 1,392,157 =========== =========== INCOME PER LIMITED PARTNERSHIP UNIT: Continuing Operations $ 39.07 $ 44.26 Discontinued Operations 37.66 18.21 ----------- ----------- Total $ 76.73 $ 62.47 =========== =========== Weighted Average Units Outstanding 22,045 22,062 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 2008 2007 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,708,495 $ 1,392,157 Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities: Depreciation 337,653 409,624 Real Estate Impairment 161,088 0 Gain on Sale of Real Estate (682,938) 0 Increase (Decrease) in Payable to AEI Fund Management, Inc. 30,876 (17,270) Increase (Decrease) in Unearned Rent (3,537) 1,114 ----------- ----------- Total Adjustments (156,858) 393,468 ----------- ----------- Net Cash Provided By Operating Activities 1,551,637 1,785,625 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds From Sale of Real Estate 2,152,460 0 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions Paid to Partners (1,964,816) (1,754,352) Redemption Payments 0 (11,679) ----------- ----------- Net Cash Used For Financing Activities (1,964,816) (1,766,031) ----------- ----------- NET INCREASE IN CASH 1,739,281 19,594 CASH, beginning of year 1,102,753 1,083,159 ----------- ----------- CASH, end of year $ 2,842,034 $ 1,102,753 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31 Limited Partnership General Limited Units Partners Partners Total Outstanding BALANCE, December 31, 2006 $ 16,068 $16,512,683 $16,528,751 22,067.74 Distributions Declared (17,545) (1,736,992) (1,754,537) Redemption Payments (117) (11,562) (11,679) (22.70) Net Income 13,922 1,378,235 1,392,157 ------- ---------- ---------- --------- BALANCE, December 31, 2007 12,328 16,142,364 16,154,692 22,045.04 Distributions Declared (19,566) (1,937,005) (1,956,571) Net Income 17,085 1,691,410 1,708,495 ------- ---------- ---------- --------- BALANCE, December 31, 2008 $ 9,847 $15,896,769 $15,906,616 22,045.04 ======= ========== ========== ========= The accompanying Notes to Financial Statements are an integral part of this statement. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (1) Organization - AEI Net Lease Income & Growth Fund XX Limited Partnership ("Partnership") was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XX, Inc. ("AFM"), the Managing General Partner. Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner. 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 Partnership. The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on June 30, 1993 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. On January 19, 1995, the offering terminated when the maximum subscription limit of 24,000 Limited Partnership Units was reached. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $24,000,000 and $1,000, respectively. During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 90% to the Limited Partners and 10% to the General Partners; provided, however, that such distributions to the General Partners will be subordinated to the Limited Partners first receiving an annual, noncumulative distribution of Net Cash Flow equal to 10% of their Adjusted Capital Contribution, as defined, and, provided further, that in no event will the General Partners receive less than 1% of such Net Cash Flow per annum. Distributions to Limited Partners will be made pro rata by Units. Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 12% 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 Partners and 10% to the General Partners. Distributions to the Limited Partners 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 first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed. Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (1) Organization - (Continued) For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 12% 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 Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners. The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions. In December 2008, the Managing General Partner solicited by mail a proxy statement seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership's properties and assets within 24 months. On January 9, 2009, the proposal to continue the Partnership was approved with a majority of Units voted in favor of the continuation proposal. As a result, the Managing General Partner will continue the operations of the Partnership for an additional 60 months at which time it will again ask the Limited Partners to vote on the same two proposals. (2) Summary of Significant Accounting Policies - Financial Statement Presentation The accounts of the Partnership 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. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (2) Summary of Significant Accounting Policies - (Continued) The Partnership 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. Cash Concentrations of Credit Risk The Partnership's cash is deposited in one financial institution 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 Partnership performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral. Receivables are recorded at their estimated net realizable value. The Partnership 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 Partnership 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 Partnership's credit terms. Receivables considered uncollectible are written off. Income Taxes The income or loss of the Partnership for federal income tax reporting purposes is includable in the income tax returns of the partners. In general, no recognition has been given to income taxes in the accompanying financial statements. The tax return and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such an examination results in changes to distributable Partnership income or loss, the taxable income of the partners would be adjusted accordingly. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (2) Summary of Significant Accounting Policies - (Continued) Real Estate The Partnership's real estate is leased under triple net leases, classified as operating leases. The leases provide for base annual rental payments payable in monthly installments. The Partnership 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. The Partnership purchases properties and records them at cost. The Partnership compares the carrying amount of its properties to the estimated probability-weighted future 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 Partnership recognizes an impairment loss by the amount by which the carrying amount of the property exceeds the fair value of the property. The Partnership has 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. The buildings and equipment of the Partnership are depreciated using the straight-line method for financial reporting purposes based on estimated useful lives of 30 years and 10 years, respectively. In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership includes the operating results and sale of the property in discontinued operations. In addition, the Partnership reclassifies the prior periods' operating results of the property to discontinued operations. The Partnership 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 Partnership's percentage share of the properties' land, building and equipment, liabilities, revenues and expenses. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (2) Summary of Significant Accounting Policies - (Continued) The Partnership'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 Partnership 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, 2008 and 2007. Fair Value Measurements Statement of Financial Accounting Standard No. 157 "Fair Value Measurements" ("SFAS 157") defines fair value, outlines a framework for measuring fair value, details the required disclosures and was effective January 1, 2008. SFAS 157's requirements for certain nonfinancial assets and liabilities recognized or disclosed at fair value on a nonrecurring basis are deferred until fiscal years beginning after November 15, 2008. Under SFAS 157, fair value is defined as 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. SFAS 157 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. SFAS 157 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, 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. The Partnership has no assets or liabilities measured at fair value on a recurring basis that would require disclosure under this pronouncement. When testing for recoverability of properties under SFAS No.144, Accounting for the Impairment or Disposal of Long-Lived Assets, the provisions of this statement are used when comparing fair value to carrying value. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (2) Summary of Significant Accounting Policies - (Continued) Recently Issued Accounting Pronouncements In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)"), which establishes principles and requirements for how an acquirer shall recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and any goodwill acquired in a business combination. Additionally, SFAS 141(R) requires that an acquirer must immediately expense all acquisition costs and fees associated with an acquisition. SFAS 141(R) became effective on January 1, 2009. We expect the adoption of SFAS 141(R) to have an impact on our results of operations to the extent properties are acquired in 2009 and future years. Acquisition expenses, which are currently capitalized as Investments in Real Estate, will instead be expensed immediately as incurred. Post acquisition, there will be a subsequent positive impact on operations through a reduction in depreciation expense over the estimated life of the properties. Reclassification Certain items related to discontinued operations in the prior year's financial statements have been reclassified to conform to 2008 presentation. These reclassifications had no effect on Partners' capital, net income or cash flows. (3) Related Party Transactions - The Partnership owns the percentage interest shown below in the following properties as tenants-in-common with the affiliated entities listed: Champps Americana restaurant in Utica, Michigan (44% - AEI Net Lease Income & Growth Fund XIX Limited Partnership and unrelated third parties); Biaggi's restaurant (50% - AEI Net Lease Income & Growth Fund XIX Limited Partnership); Jared Jewelry store (50% - AEI Income & Growth Fund XXI Limited Partnership); Applebee's restaurant in Sandusky, Ohio (45% - AEI Income & Growth Fund 24 LLC) and Tractor Supply Company store (50% - AEI Net Lease Income & Growth Fund XIX Limited Partnership). The Partnership owned a 50% interest in a Champps Americana restaurant in West Chester, Ohio. AEI Income & Growth Fund XXII Limited Partnership, an affiliate of the Partnership, owned a 50% interest in this property until the property was sold to an unrelated third party in 2007. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (3) Related Party Transactions - (Continued) AEI and AFM received the following compensation and reimbursements for costs and expenses from the Partnership: Total Incurred by the Partnership for the Years Ended December 31 2008 2007 a.AEI and AFM are reimbursed for all costs incurred in connection with managing the Partnership's operations, maintaining the Partnership's books and communicating with the Limited Partners. $ 269,900 $ 219,885 ======== ======== b.AEI and AFM are reimbursed for all direct expenses they have paid on the Partnership's behalf to third parties relating to Partnership 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. $ 64,307 $ 36,704 ======== ======== c.AEI is reimbursed for all costs incurred in connection with the sale of property. $ 34,480 $ 0 ======== ======== The payable to AEI Fund Management, Inc. represents the balance due for the services described in 3a, b and c. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business. (4) Investments in Real Estate - The Partnership leases its properties to various tenants under triple net leases, classified as operating leases. Under a triple net lease, the tenant is responsible for all real estate taxes, insurance, maintenance, repairs and operating expenses for the property. At the time the properties were acquired, the remaining primary lease terms varied from 13 to 20 years, except for the Tractor Supply Company store, which had a remaining primary term of 7.4 years. The Lease for the Red Robin restaurant in continuing operations was extended to expire on December 31, 2017. The Lease for the Red Robin restaurant in discontinued operations expired on November 30, 2008. Most of the leases provide the tenant with two to four five-year renewal options subject to the same terms and conditions as the primary term. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (4) Investments in Real Estate - (Continued) The Partnership's properties are commercial, single-tenant buildings. The HomeTown Buffet restaurant was constructed and acquired in 1993. The Red Robin restaurants, which were constructed in 1984 and 1987, were acquired in 1994. The Champps Americana restaurant in Lyndhurst, Ohio was constructed and acquired in 1996. The Champps Americana restaurant in Schaumburg, Illinois was constructed and acquired in 1997. The land for the Champps Americana restaurant in Columbus, Ohio was acquired in 1998 and construction of the restaurant was completed in 1999. The land for the Champps Americana restaurant in Utica, Michigan was acquired in 2001 and construction of the restaurant was completed in 2002. The KinderCare daycare center was constructed in 1999 and acquired in 2002. The Biaggi's restaurant was constructed in 2001 and acquired in 2003. The Johnny Carino's restaurant was constructed and acquired in 2003. The Jared Jewelry store was constructed in 2001 and acquired in 2004. The Applebee's restaurant in Sandusky, Ohio was constructed in 1995 and acquired in 2004. The Tractor Supply Company store was constructed in 1998 and acquired in 2006. The remaining properties were constructed and acquired in 1994. There have been no costs capitalized as improvements subsequent to the acquisitions. The cost of the properties not held for sale and related accumulated depreciation at December 31, 2008 are as follows: Buildings and Accumulated Property Land Equipment Total Depreciation HomeTown Buffet, Albuquerque, NM $ 241,960 $ 289,371 $ 531,331 $ 147,099 Red Robin, Colorado Springs, CO 905,980 1,323,210 2,229,190 656,092 Arby's/Mrs. Winner's, Smyrna, GA 5,775 8,091 13,866 4,004 Applebee's, McAllen, TX 463,553 856,551 1,320,104 438,000 Champps Americana, Lyndhurst, OH 1,024 2,477 3,501 1,066 Champps Americana, Schaumburg, IL 3,026 4,095 7,121 1,576 Champps Americana, Columbus, OH 2,924 6,406 9,330 2,153 Champps Americana, Utica, MI 543,318 967,816 1,511,134 231,729 KinderCare, Mayfield Heights, OH 289,266 1,117,792 1,407,058 243,742 Biaggi's, Ft. Wayne, IN 503,204 876,142 1,379,346 160,627 Jared Jewelry,Hanover, MD 861,052 1,128,053 1,989,105 183,310 Applebee's, Sandusky, OH 412,396 864,547 1,276,943 134,484 Tractor Supply, Mesquite, TX 326,967 904,657 1,231,624 84,183 ---------- ---------- ----------- ---------- $4,560,445 $8,349,208 $12,909,653 $2,288,065 ========== ========== =========== ========== AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (4) Investments in Real Estate - (Continued) The Partnership owns a 40.1354% interest in a HomeTown Buffet restaurant, a 1.1177% interest in an Arby's/Mrs. Winner's restaurant, a .12905% interest in a Champps Americana restaurant in Lyndhurst, Ohio, a .1572% interest in a Champps Americana restaurant in Schaumburg, Illinois and a .2706% interest in a Champps Americana restaurant in Columbus, Ohio. The remaining interests in these properties are owned by unrelated third parties, who own the property with the Partnership as tenants-in-common. For properties owned as of December 31, 2008, the minimum future rent payments required by the leases are as follows: 2009 $ 1,653,687 2010 1,671,785 2011 1,641,765 2012 1,660,699 2013 1,659,665 Thereafter 8,406,763 ----------- $16,694,364 =========== There were no contingent rents recognized in 2008 and 2007. (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 Partnership's total rent revenue for the years ended December 31: Tenants Industry 2008 2007 Red Robin West, Inc. Restaurant $ 468,055 $ 509,023 Concord Neighborhood Corporation Restaurant 224,994 224,994 Champps Operating Corporation Restaurant 218,285 350,958 Kona Restaurant Group, Inc. Restaurant 207,123 205,072 ---------- ---------- Aggregate rent revenue of major tenants $1,118,457 $1,290,047 ========== ========== Aggregate rent revenue of major tenants as a percentage of total rent revenue 62% 64% ========== ========== AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (6) Discontinued Operations - On February 27, 2008, the Partnership sold its 50% interest in the Champps Americana restaurant in West Chester, Ohio to an unrelated third party. The Partnership received net sale proceeds of $2,057,022, which resulted in a net gain of $632,104. At the time of sale, the cost and related accumulated depreciation was $1,569,884 and $144,966, respectively. At December 31, 2007, the property was classified as Real Estate Held for Sale with a book value of $1,424,918. On June 30, 2008, the Partnership sold its 5.9250% interest in the Applebee's restaurant in Middletown, Ohio to an unrelated third party. The Partnership received net sale proceeds of $95,438, which resulted in a net gain of $50,834. The cost and related accumulated depreciation of the interest sold was $69,106 and $24,502, respectively. On November 30, 2008, the Lease term expired for the Red Robin restaurant on Citadel Drive in Colorado Springs, Colorado. The tenant reviewed their operations at the property and decided not to enter into an agreement to extend the term of the Lease. The Partnership has listed the property for sale with a real estate broker in the Colorado Springs area. While the property is vacant, the Partnership is responsible for real estate taxes and other costs associated with maintaining the property. Based on an analysis of market conditions in the area, the Partnership has determined the Red Robin restaurant is impaired in accordance with the requirements of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As a result, in the fourth quarter of 2008, a charge to discontinued operations for real estate impairment of $161,088 was recognized, which was the difference between the book value at December 31, 2008 of $1,277,088 and the estimated fair value of $1,116,000. The charge was recorded against the cost of the land and building. At December 31, 2008 and 2007, the property was classified as Real Estate Held for Sale. Subsequent to December 31, 2008, the Partnership sold the Johnny Carino's restaurant in Alexandria, Louisiana to an unrelated third party. The Partnership received net sale proceeds of approximately $2,232,600, which resulted in a net gain of approximately $393,300. At the time of sale, the cost and related accumulated depreciation was $2,144,748 and $305,496, respectively. At December 31, 2008, the property was classified as Real Estate Held for Sale with a book value of $1,839,252. During 2008 and 2007, the Partnership distributed net sale proceeds of $347,190 and $57,576 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $15.59 and $2.58 per Limited Partnership Unit, respectively. The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (6) Discontinued Operations - (Continued) The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements. The following are the results of discontinued operations for the years ended December 31: 2008 2007 Rental Income $ 381,626 $ 539,362 Property Management Expenses (4,724) (1,359) Depreciation (60,223) (132,181) Real Estate Impairment (161,088) 0 Gain on Disposal of Real Estate 682,938 0 --------- --------- Income from Discontinued Operations $ 838,529 $ 405,822 ========= ========= (7) Partners' Capital - For the years ended December 31, 2008 and 2007, the Partnership declared distributions of $1,956,571 and $1,754,537, respectively. The Limited Partners received distributions of $1,937,005 and $1,736,992 and the General Partners received distributions of $19,566 and $17,545 for the years, respectively. The Limited Partners' distributions represent $87.87 and $78.73 per Limited Partnership Unit outstanding using 22,045 and 22,062 weighted average Units in 2008 and 2007, respectively. The distributions represent $76.73 and $61.95 per Unit of Net Income and $11.14 and $16.78 per Unit of return of capital in 2008 and 2007, respectively. As part of the Limited Partner distributions discussed above, the Partnership distributed net sale proceeds of $343,718 and $57,000 in 2008 and 2007, respectively. The Partnership may acquire Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (7) Partners' Capital - (Continued) During 2008, the Partnership did not redeem any Units from the Limited Partners. During 2007, two Limited Partners redeemed a total of 22.7 Partnership Units for $11,562 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. The redemptions increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these redemption payments and pursuant to the Partnership Agreement, the General Partners received distributions of $117 in 2007. After the effect of redemptions, the Adjusted Capital Contribution, as defined in the Partnership Agreement, is $1,088.68 per original $1,000 invested. (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: 2008 2007 Net Income for Financial Reporting Purposes $1,708,495 $1,392,157 Depreciation for Tax Purposes Under Depreciation for Financial Reporting Purposes 29,819 72,151 Income Accrued for Tax Purposes Over (Under) Income for Financial Reporting Purposes (3,537) 1,114 Real Estate Impairment Loss Not Recognized for Tax Purposes 161,088 0 Gain on Sale of Real Estate for Tax Purposes Under Gain for Financial Reporting Purposes (14,233) 0 ---------- --------- Taxable Income to Partners $1,881,632 $1,465,422 ========== ========= AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007 (8) Income Taxes - (Continued) The following is a reconciliation of Partners' capital for financial reporting purposes to Partners' capital reported for federal income tax purposes for the years ended December 31: 2008 2007 Partners'Capital for Financial Reporting Purposes $15,906,616 $16,154,692 Adjusted Tax Basis of Investments in Real Estate Over Net Investments in Real Estate for Financial Reporting Purposes 676,913 500,239 Income Accrued for Tax Purposes Over Income for Financial Reporting Purposes 8,712 12,249 Syndication Costs Treated as Reduction of Capital For Financial Reporting Purposes 3,271,273 3,271,273 ---------- ---------- Partners' Capital for Tax Reporting Purposes $19,863,514 $19,938,453 ========== ========== 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 General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure. (b) Internal Control Over Financial Reporting. (i) Management's Report on Internal Control Over Financial Reporting. The Managing General Partner, 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, 2008. 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 Partnership; (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 Partnership are being made only in accordance with authorizations of management of the Managing General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership's assets that could have a material effect on the financial statements. Management of the Managing General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 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 General Partner determined that our internal control over financial reporting was effective as of December 31, 2008 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 partnership and has no officers, directors, or direct employees. The General Partners manage and control the Partnership's affairs and have general responsibility and the ultimate authority in all matters affecting the Partnership's business. The General Partners are AEI Fund Management XX, Inc. (AFM), the Managing General Partner, and Robert P. Johnson, Chief Executive Officer, President and sole director of AFM, the Individual General Partner. 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 partnership 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 Partnership. The director and officers of AFM are as follows: ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. (Continued) Robert P. Johnson, age 64, is Chief Executive Officer, President and sole director and has held these positions since the formation of AFM in September 1992, and has been elected to continue in these positions until December 2009. 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 49, 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 2009. 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 Individual General Partner of the Partnership, 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 Individual General Partner, 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 General Partner of the Partnership, and any beneficial owner of more than 10% of a class of equity securities of the Partnership, are required to report their ownership of the Partnership'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 Partnership 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, 2008. Based upon information provided by officers and directors of the General Partner, all officers, directors and 10% owners filed all reports on a timely basis in the 2008 fiscal year. ITEM 11. EXECUTIVE COMPENSATION. The General Partner 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 Partnership to beneficially own 5% or more of the Units, by each General Partner, and by each officer or director of the Managing General Partner as of February 28, 2009: Name and Address Number of Percent of Beneficial Owner Units Held of Class AEI Fund Management XX, Inc. 0 0.00% Robert P. Johnson 28 0.13% Patrick W. Keene 0 0.00% Address for all: 1300 Wells Fargo Place 30 East 7th Street, St. Paul, Minnesota 55101 The persons set forth in the preceding table hold sole voting power and power of disposition with respect to all of the Units set forth opposite their names. The General Partners 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 General Partner of the registrant are governed by, and are conducted in conformity with, the limitations set forth in the Limited Partnership 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, 2008 and 2007. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. (Continued) Neither the registrant, nor the Managing General Partner of the registrant, has a board of directors consisting of any members who are "independent." The sole director of the Managing General Partner, Robert P. Johnson, is also the Individual General Partner of the registrant, and is the Chief Executive Officer, and indirectly the principal owner, of the Managing General Partner. Accordingly, there is no disinterested board, or other functioning body, that reviews related party transactions, or the transactions between the registrant and the General Partners, except as performed in connection with the audit of its financial statements. The limitations included in the Partnership Agreement require that the cumulative reimbursements to the General Partners and their affiliates for administrative expenses not allowed under the NASAA Guidelines ("Guidelines") will not exceed the sum of (i) the front-end fees allowed by the Guidelines less the front-end fees paid by the Partnership, (ii) the cumulative property management fees allowed by the Guidelines but not paid, (iii) any real estate commission allowed by the Guidelines, and (iv) 10% of Net Cash Flow less the Net Cash Flow actually distributed to the General Partners. The administrative expenses not allowed under the Guidelines include a controlling person's salary and fringe benefits, rent and depreciation. As of December 31, 2008, the cumulative reimbursements to the General Partners and their affiliates did not exceed those amounts. The following table sets forth the forms of compensation, distributions and cost reimbursements paid by the registrant to the General Partners or their Affiliates in connection with the operation of the Fund and its properties for the period from inception through December 31, 2008. Person or Entity Amount Incurred From Receiving Form and Method Inception (September 14, 1990) Compensation of Compensation To December 31, 2008 AEI Securities, Inc. Selling Commissions equal to 8% $2,398,039 of proceeds plus a 2% nonaccountable expense allowance, most of which was reallowed to Participating Dealers. General Partners and Reimbursement at Cost for other $ 884,013 Affiliates Organization and Offering Costs. General Partners and Reimbursement at Cost for all $ 819,984 Affiliates Acquisition Expenses. General Partners and Reimbursement at Cost for all $3,844,223 Affiliates Administrative Expenses attributable 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. (Continued) Person or Entity Amount Incurred From Receiving Form and Method Inception (September 14, 1990) Compensation of Compensation To December 31, 2008 General Partners and Reimbursement at Cost for all $ 738,513 Affiliates expenses related to the disposition of the Fund's properties. General Partners 1% of Net Cash Flow in any fiscal year $ 248,579 until the Limited Partners have received annual, non-cumulative distributions of Net Cash Flow equal to 10% of their Adjusted Capital Contributions and 10% of any remaining Net Cash Flow in such fiscal year. General Partners 1% of distributions of Net Proceeds $ 32,945 of Sale until Limited Partners have received an amount equal to (a)their Adjusted Capital Contributions, plus (b) an amount equal to 12% 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 Partnership by Boulay, Heutmaker, Zibell & Co. P.L.L.P. for professional services rendered for the years ended December 31, 2008 and 2007: Fee Category 2008 2007 Audit Fees $ 16,100 $ 14,550 Audit-Related Fees 0 0 Tax Fees 0 0 All Other Fees 0 0 --------- -------- Total Fees $ 16,100 $ 14,550 ========= ======== Audit Fees - Consists of fees billed for professional services rendered for the audit of the Partnership'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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. (Continued) 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 Partnership to render audit or non-audit services, the engagement is approved by Mr. Johnson acting as the Partnership'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 Partnership (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed November 9, 1992 [File No. 3354354-C]). 3.2 Limited Partnership Agreement (incorporated by reference to Exhibit 3.2 of the registrant's Registration Statement on Form SB-2 filed November 9, 1992 [File No. 3354354-C]). 10.1 Net Lease Agreement dated September 30, 1993 between the Partnership and HTB Restaurants, Inc. and JB's Restaurants, Inc. relating to the Property at 1528 Eubank, N.E., Albuquerque, New Mexico (incorporated by reference to Exhibit A of Form 8-K filed October 8, 1993). 10.2 Assignment of Lease dated February 24, 1994 between the Partnership and Retlen Corporation, Inc., and the Lease Agreement dated May 11, 1987, relating to the Property at 1410 Jamboree Drive, Colorado Springs, Colorado (incorporated by reference to Exhibit B of Form 8-K filed March 8, 1994). 10.3 Net Lease Agreement dated November 30, 1994 between the Partnership and Renaissant Development Corporation relating to the Property at 4601 N. 10th Street, McAllen, Texas (incorporated by reference to Exhibit 10.16 of Form 10-KSB filed March 27, 1995). ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued) 10.4 Net Lease Agreement dated April 27, 2001 between the Partnership, AEI Real Estate Fund XVII Limited Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership and Champps Entertainment, Inc. relating to the Property at 12515 Hall Road, Utica, Michigan (incorporated by reference to Exhibit 10.7 of Form 10-QSB filed May 15, 2001). 10.5 First Amendment to Net Lease Agreement dated February 12, 2002 between the Partnership, AEI Real Estate Fund XVII Limited Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership and Champps Entertainment, Inc. relating to the Property at 12515 Hall Road, Utica, Michigan (incorporated by reference to Exhibit 10.59 of Form 10-KSB filed March 29, 2002). 10.6 Net Lease Agreement dated June 14, 2002 between the Partnership and ARAMARK Educational Resources, Inc. relating to the Property at 200 Allen Bradley Drive, Mayfield Heights, Ohio (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed August 14, 2002). 10.7 Assignment and Assumption of Lease dated July 3, 2003 between the Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership and NMA Fort Wayne, LLC relating to the Property at 4010 Jefferson Boulevard, Fort Wayne, Indiana (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed August 14, 2003). 10.8 Assignment and Assumption of Lease dated February 9, 2004 between the Partnership, AEI Income & Growth Fund XXI Limited Partnership and Transmills, LLC relating to the Property at 7684 Arundel Mills, Hanover, Maryland (incorporated by reference to Exhibit 10.2 of Form 8-K filed February 24, 2004). 10.9 Assignment and Assumption of Lease dated April 30, 2004 between the Partnership, AEI Income & Growth Fund 24 LLC and PRECO II CRIC LLC relating to the Property at 5503 Milan Road, Sandusky, Ohio (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed May 14, 2004). 10.10 Assignment of Lease dated March 10, 2006 between the Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership and VR Partners I, L.P. relating to the Property at 1740 Belt Line Road, Mesquite, Texas (incorporated by reference to Exhibit 10.24 of Form 10-KSB filed March 30, 2006). 31.1 Certification of Chief Executive Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer of General Partner 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 NET LEASE INCOME & GROWTH FUND XX Limited Partnership By: AEI Fund Management XX, Inc. Its Managing General Partner March 26, 2009 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 26, 2009 Robert P. Johnson and Sole Director of Managing General Partner /s/Patrick W Keene Chief Financial Officer and Treasurer March 26, 2009 Patrick W. Keene (Principal Accounting Officer)