UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~September 30, 2022

Commission File Number: 000-49653

AEI INCOME & GROWTH FUND 24 LLC

(Exact name of registrant as specified in its charter)

State of Delaware		41-1990952
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 East 7^th Street, Suite 1300 St. Paul, Minnesota 55101		(651) 227-7333
(Address of principal executive offices)		(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Securities registered pursuant to Section 12(g) of the Act:

	Limited Liability Company Units
	(Title of class)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
☐ Emerging growth company

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

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

As of ~~July~~October 31, 2022, there were 23,~~239~~169.3986 Units of limited membership interest outstanding and owned by nonaffiliates of the registrant.

AEI INCOME & GROWTH FUND 24 LLC

INDEX

				Page
Part I – Financial Information
	Item 1.	Financial Statements (unaudited):
		Balance Sheets as of June 30, 2022 and December 31, 2021		3
		Balance Sheets as of September 30, 2022 and December 31, 2021		3
		Statements for the Periods ended June 30, 2022 and 2021:
		Statements for the Periods ended September 30, 2022 and 2021:
			Income	4
			Cash Flows	5
			Changes in Members' Equity	6
		Condensed Notes to Financial Statements		7 - 9
	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	9 10- 1415
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1415
	Item 4.	Controls and Procedures		1516
Part II – Other Information
	Item 1.	Legal Proceedings		16
	Item 1A.	Risk Factors		16
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1617
	Item 3.	Defaults Upon Senior Securities		17
	Item 4.	Mine Safety Disclosures		17
	Item 5.	Other Information		17
	Item 6.	Exhibits		1718
Signatures				1719

AEI INCOME & GROWTH FUND 24 LLC

BALANCE SHEETS

ASSETS

		June 30,		December 31,
		September 30,		December 31,
		2022		2021
		(unaudited)
Current Assets:
Cash	$	1886,~~998,844~~763	$	735,469
Real Estate Investments:
Land		~~730~~200,000		1,075,298
Buildings		1451,~~231,066~~516		2,969,294
Acquired Intangible Lease Assets		~~646~~315,~~934~~984		646,934
Real Estate Held for Investment, at cost		2967,~~608,000~~500		4,691,526
Accumulated Depreciation and Amortization		(1459,~~087,114~~720)		(1,951,292)
Real Estate Held for Investment, Net		1507,~~520,886~~780		2,740,234
Total Assets	$	3,519,730	$	3,475,703
Real Estate Held for Sale		991,285		0
Total Real Estate Investments		1,499,065		2,740,234
Total Assets	$	2,385,828	$	3,475,703

LIABILITIES AND MEMBERS’ EQUITY

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	8683,~~114~~548	$	61,951
Distributions Payable		1125,~~148,969~~961		137,790
Total Current Liabilities		1209,~~235,083~~509		199,741
Members’ Equity:
Managing Members		3,~~114~~107		66
Limited Members – 50,000 Units authorized; 23,239.39 and 23,402.44 Units issued and outstanding as of 6/30/2022 and 12/31/2021		2,281,533		3,275,896
Limited Members – 50,000 Units authorized; 23,239.39 and 23,402.44 Units issued and outstanding as of 9/30/2022 and 12/31/2021		2,173,212		3,275,896
Total Members’ Equity		2,~~284~~176,~~647~~319		3,275,962
Total Liabilities and Members’ Equity	$	32,~~519~~385,~~730~~828	$	3,475,703

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

AEI INCOME & GROWTH FUND 24 LLC

STATEMENTS OF INCOME

(unaudited)

		Three Months Ended June 30				Six Months Ended June 30
		Three Months Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021
Rental Income	$	4849,~~784~~546	$	81,~~498~~497	$	~~129~~178,~~206~~752	$	~~162~~244,~~995~~492
Expenses:
LLC Administration – Affiliates		1711,~~371~~763		1513,~~448~~887		4153,~~407~~170		3145,~~523~~410
LLC Administration and Property Management – Unrelated Parties		155,~~839~~627		116,~~520~~322		4046,~~960~~587		2834,~~479~~801
Depreciation and Amortization		2016,~~712~~206		38,~~511~~094		5369,~~012~~218		77115,~~855~~949
Total Expenses		5333,~~922~~596		6558,~~479~~303		~~135~~168,~~379~~975		~~137~~196,~~857~~160
Operating Income (Loss)		(5,138)		16,019		(6,173)		25,138
Operating Income		15,950		23,194		9,777		48,332
Other Income:
Gain on Sale of Real Estate		0		~~15,221~~0		328,408		15,221
Interest Income		~~824~~1,683		~~458~~462		~~992~~2,675		1,~~164~~626
Total Other Income		~~824~~1,683		~~15,679~~462		~~329~~331,~~400~~083		16,~~385~~847
Net Income (Loss)	$	(4,314)	$	31,698	$	323,227	$	41,523
Net Income	$	17,633	$	23,656	$	340,860	$	65,179
Net Income (Loss) Allocated:
Net Income Allocated:
Managing Members	$	141,~~931~~253	$	~~646~~8,152	$	1921,~~922~~175	$	~~941~~9,093
Limited Members		~~(19~~16,~~245)~~380		3115,~~052~~504		~~303~~319,~~305~~685		4056,~~582~~086
Total	$	(417,~~314)~~633	$	3123,~~698~~656	$	~~323~~340,~~227~~860	$	4165,~~523~~179
Net Income (Loss) per LLC Unit	$	(0.83)	$	1.33	$	13.01	$	1.73
Net Income per LLC Unit	$	.70	$	.66	$	13.72	$	2.40
Weighted Average Units Outstanding – Basic and Diluted		23,239		23,407		23,~~320~~293		23,~~415~~412

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

AEI INCOME & GROWTH FUND 24 LLC

STATEMENTS OF CASH FLOWS

(unaudited)

		Six Months Ended June 30
		Nine Months Ended September 30
		2022		2021
Cash Flows from Operating Activities:
Net Income	$	~~323~~340,~~227~~860	$	4165,~~523~~179
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		6587,~~767~~587		90135,~~609~~080
Gain on Sale of Real Estate		(328,408)		(15,221)
Increase (Decrease) in Payable to AEI Fund Management, Inc.		2421,~~163~~597		1921,~~425~~796
Increase (Decrease) in Unearned Rent		0		6,835
Total Adjustments		(219,224)		141,655
Total Adjustments		(238,478)		101,648
Net Cash Provided By (Used For) Operating Activities		121,636		206,834
Net Cash Provided By (Used For) Operating Activities		84,749		143,171
Cash Flows from Investing Activities:
Proceeds from Sale of Real Estate		1,481,990		81,054
Cash Flows from Financing Activities:
Distributions Paid to Members		(~~275~~1,~~581~~424,549)		(1,~~255~~406,~~856~~510)
Repurchase of LLC Units		(27,783)		(3,222)
Net Cash Provided By (Used For) Financing Activities		(~~303~~1,~~364~~452,332)		(1,~~259~~409,~~078~~732)
Net Increase (Decrease) in Cash		1151,~~263,375~~294		(1,~~034~~121,~~853~~844)
Cash, beginning of period		735,469		2,991,221
Cash, end of period	$	1886,~~998,844~~763	$	1,~~956~~869,~~368~~377

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

AEI INCOME & GROWTH FUND 24 LLC

STATEMENTS OF CHANGES IN MEMBERS' EQUITY

(unaudited)

		Managing Members		Limited Members		Total	Limited Member Units Outstanding
Balance, December 31, 2020	$	20,069	$	5,714,711	$	5,734,780	23,423.43
Distributions Declared		(12,575)		(1,080,000)		(1,092,575)
Net Income		295		9,530		9,825
Balance, March 31, 2021		7,789		4,644,241		4,652,030	23,423.43
Distributions Declared		(3,156)		(147,498)		(150,654)
Repurchase of LLC Units		(97)		(3,125)		(3,222)	(15.99)
Net Income		646		31,052		31,698
Balance, June 30, 2021	$	5,182	$	4,524,670	$	4,529,852	23,407.44
Distributions Declared		(13,257)		(1,147,499)		(1,160,756)
Net Income		8,152		15,504		23,656
Balance, September 30, 2021	$	77	$	3,392,675	$	3,392,752	23,407.44
Balance, December 31, 2021	$	66	$	3,275,896	$	3,275,962	23,402.44
Distributions Declared		(1,790)		(136,000)		(137,790)
Net Income		4,991		322,550		327,541
Balance, March 31, 2022		3,267		3,462,446		3,465,713	23,402.44
Distributions Declared		(14,267)		(1,134,702)		(1,148,969)
Repurchase of LLC Units		(817)		(26,966)		(27,783)	(163.05)
Net Income (Loss)		14,931		(19,245)		(4,314)
Balance, June 30, 2022	$	3,114	$	2,281,533	$	2,284,647	23,239.39
Distributions Declared		(1,260)		(124,701)		(125,961)
Net Income		1,253		16,380		17,633
Balance, September 30, 2022	$	3,107	$	2,173,212	$	2,176,319	23,239.39

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

AEI INCOME & GROWTH FUND 24 LLC

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(unaudited)

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

(2) Organization –

AEI Income & Growth Fund 24 LLC (the “Company”), a Limited Liability Company, was formed on November 21, 2000 to acquire and lease commercial properties to operating tenants. The Company's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing Member. Robert P. Johnson, the previous Chief Executive Officer and sole director of AFM served as the Special Managing Member until his withdrawal date effective March 31, 2020. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Robert P. Johnson Trust and Patricia Johnson own a majority interest. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Company.

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

AEI INCOME & GROWTH FUND 24 LLC

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

(3) Recently Issued Accounting Pronouncements –

In April 2020, the Financial Accounting Standards Board (FASB) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance.

Other accounting standards that have been issued or proposed by the FASB are currently not applicable to the Company or are not expected to have significant impact on the Company’s financials position, results of operations and cash flows.

(4) Real Estate Investments –

In April 2021, the Company entered into an agreement to sell its 45% interest in the Advance Auto Parts store in Middletown, Ohio to an unrelated third party. On June 29, 2021, the sale closed with the Company receiving net proceeds of $81,054, which resulted in a gain of $15,221. At the time of the sale, the cost and related accumulated depreciation and amortization was $471,515 and $405,682, respectively.

In February 2022, the Company entered into an agreement to sell its 34% interest in the Best Buy store in Lake Geneva, Wisconsin to an unrelated third party. On March 29, 2022, the sale closed with the Company receiving net proceeds of $1,481,990, which resulted in a net gain of $328,408. At the time of sale, the cost and related accumulated depreciation was $2,083,526 and $929,944, respectively.

~~(5) Payable~~ In August 2022, the Company entered into an agreement to ~~AEI~~sell ~~Fund~~its ~~Management~~100% interest in the Family Dollar store in McDonough, ~~Inc~~Georgia to an unrelated third party. –On October 14, 2022, the sale closed with the Company receiving net proceeds of $2,142,372, which resulted in a net gain of $1,151,087. At the time of sale, the cost and related accumulated depreciation was $1,640,500 and $649,215, respectively. The property was classified as real estate held for sale on the balance sheet as of September 30, 2022.

~~AEI~~ ~~Fund~~On ~~Management~~November 1, ~~Inc.~~2022, ~~performs~~ the ~~administrative~~Company ~~and~~sold ~~operating~~its ~~functions~~50% ~~for~~interest in the ~~Company.~~Coliseum ~~The~~Health ~~payable~~property in Macon, Georgia to AEI Income & Growth Fund ~~Management~~25 ~~represents~~LLC, an affiliate of the ~~balance~~Company. ~~due~~The ~~for~~Company ~~those~~received ~~services.~~net ~~This~~proceeds ~~balance~~of isapproximately ~~non-interest~~$1,046,417, ~~bearing~~which ~~and~~resulted ~~unsecured~~in ~~and~~a isnet togain beof ~~paid~~approximately in$542,759. At the ~~normal~~time ~~course~~ of ~~business~~sale, the cost and related accumulated depreciation was $967,140 and $463,482, respectively.

AEI INCOME & GROWTH FUND 24 LLC

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

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

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

(6) Members’ Equity –

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company declared distributions of $1,~~286~~412,~~759~~720 and $12,~~243~~403,~~229~~985, respectively. The Limited Members were allocated distributions of $1,~~270~~395,~~702~~403 and $12,~~227~~374,~~498~~997 and the Managing Members were allocated distributions of $1617,~~057~~317 and $1528,~~731~~988 for the periods, respectively. The Limited Members' distributions represented $5459.4991 and $52101.4244 per LLC Unit outstanding using 23,~~320~~293 and 23,~~415~~412 weighted average Units in 2022 and 2021, respectively. The distributions represented $13.0172 and $12.6040 per Unit of Net Income and $4146.4819 and $5099.8204 per Unit of return of contributed capital in 2022 and 2021, respectively.

As part of the distributions discussed above, the Company distributed net sale proceeds of $1,127,273 and $12,~~078~~156,~~283~~566 in 2022 and 2021, respectively. The Limited Members were allocated distributions of $1,116,000 and $12,~~067~~135,~~500~~000 and the Managing Members were allocated distributions of $11,273 and $1021,~~783~~566 for the periods, respectively. The Limited Members’ distributions represented $47.9991 and $4591.5718 per Unit for the periods, respectively.

On April 1, 2022, the Company repurchased a total of 163.05 Units for $26,966 from three Limited Members in accordance with the Operating Agreement. On April 1, 2021, the Company repurchased a total of 15.99 Units for $3,125 from two Limited Members. The Company acquired these Units using Net Cash Flow from operations. The repurchases increase the remaining Limited Members’ ownership interest in the Company. As a result of these repurchases and pursuant to the Operating Agreement, the Managing Members received distributions of $817 and $97 in 2022 and 2021, respectively.

(7) Fair Value Measurements –

At ~~June~~September 30, 2022 and December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Company’s financial condition and results of operations, including the following:

—

Market and economic conditions which affect the value of the properties the Company owns and the cash from rental income such properties generate;

—

the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for Members;

—

resolution by the Managing Members of conflicts with which they may be confronted;

—

the success of the Managing Members of locating properties with favorable risk return characteristics;

—

the effect of tenant defaults; and

—

the condition of the industries in which the tenants of properties owned by the Company operate.

Application of Critical Accounting Policies

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

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

Allocation of Purchase Price of Acquired Properties

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

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

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

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

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

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

Carrying Value of Properties

Properties are carried at original cost, less accumulated depreciation and amortization. The Company tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Company will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

Allocation of Expenses

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

Factors Which May Influence Results of Operations

The Company is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to the outbreak and continuing effect of the coronavirus (COVID-19) in the U.S. and globally, our tenants and operating partners may be impacted.

Results of Operations

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized rental income of $~~129~~178,~~206~~752 and $~~162~~244,~~995~~492, respectively. In 2022, rental income decreased due to the sale of one property. The decrease was partially offset by a rent increase on one property. Based on the scheduled rent for the properties owned as of ~~July~~October 31, 2022, the Company expects to recognize rental income of approximately $~~195~~200,000 in 2022.

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company incurred LLC administration expenses from affiliated parties of $4153,~~407~~170 and $3145,~~523~~410, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Members. During the same periods, the Company incurred LLC administration and property management expenses from unrelated parties of $4046,~~960~~587 and $2834,~~479~~801, 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.

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

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized interest income of $~~992~~2,675 and $1,~~164~~626, respectively. In 2022, interest income ~~decreased~~increased due to ~~the~~an ~~Company~~increase ~~having less money invested~~ in ainterest ~~money market account due to distributions~~rates.

Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.

Liquidity and Capital Resources

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company's cash balances increased $1151,~~263,375~~294 as a result of cash generated by the sale of a property, which was partially offset by distributions paid to members. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company's cash balances decreased $1,~~034~~121,~~853~~844 primarily as a result of distributions paid to the Members and cash used to repurchase Units in excess of cash generated from operating activities, which was partially offset by cash generated from the sale of a property.

Net cash provided by operating activities decreased from $~~143~~206,~~171~~834 in 2021 to $84121,~~749~~636 in 2022 as a result of a decrease in total rental ~~and interest~~ income in 2022 and an increase in LLC administration and property management expenses in 2022, which was partially offset by net timing differences in the collection of payments from the tenants and the payment of expenses.

The major components of the Company's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company generated cash flow from the sale of real estate of $1,481,990.

The Company's primary use of cash flow, other than investment in real estate, is distribution payments to Members and cash used to repurchase Units. The Company declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Company attempts to maintain a stable distribution rate from quarter to quarter. The Company may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.

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

~~For~~In ~~the~~August ~~six months ended June 30,~~ 2022 ~~and 2021~~, the Company ~~declared~~entered ~~distributions~~into ofan ~~$1,286,759~~agreement ~~and~~to ~~$1,243,229,~~sell ~~respectively.~~its ~~Pursuant~~100% tointerest in the ~~Operating~~Family ~~Agreement,~~Dollar ~~distributions~~store ofin ~~Net~~McDonough, ~~Cash~~Georgia ~~Flow~~to ~~were~~an ~~allocated~~unrelated ~~97%~~third toparty. ~~the~~On ~~Limited~~October ~~Members~~14, ~~and~~2022, 3%the tosale ~~the~~closed ~~Managing~~with ~~Members.~~the ~~Distributions~~Company ofreceiving ~~Net~~net ~~Proceeds~~proceeds of ~~Sale~~$2,142,372, ~~were~~which ~~allocated~~resulted ~~99%~~in toa ~~the~~net ~~Limited~~gain ~~Members~~of ~~and~~ $1%,151,087. toAt the ~~Managing~~time ~~Members.~~of ~~The~~sale, ~~Limited~~the ~~Members~~cost ~~were~~and ~~allocated~~related ~~distributions~~accumulated ofdepreciation was $1,~~270~~640,~~702~~500 and $1649,~~227~~215,~~498~~ ~~and~~respectively. The ~~the~~property ~~Managing~~was ~~Members~~classified ~~were~~as ~~allocated~~real ~~distributions~~estate ofheld ~~$16,057~~for ~~and~~sale ~~$15,731~~on ~~for~~ the ~~periods~~balance sheet as of September 30, ~~respectively~~2022.

AsOn ~~part~~November of1, 2022, the ~~distributions~~Company ~~discussed~~sold ~~above,~~its ~~the~~50% ~~Company~~interest ~~distributed~~in ~~net~~the ~~sale~~Coliseum ~~proceeds~~Health ofproperty $1in Macon,~~127,273~~ ~~and~~Georgia ~~$1,078,283~~to inAEI ~~2022~~Income ~~and~~& ~~2021~~Growth Fund 25 LLC, ~~respectively~~an affiliate of the Company. The ~~Limited~~Company ~~Members~~received ~~were~~net ~~allocated~~proceeds ~~distributions~~ of ~~$1,116,000~~approximately ~~and~~ $1,~~067~~046,~~500~~417, ~~and~~which ~~the~~resulted ~~Managing~~in ~~Members~~a ~~were~~net ~~allocated~~gain ~~distributions~~ of ~~$11,273~~approximately ~~and~~ $10542,~~783~~759. ~~for~~At the ~~periods~~time of sale, ~~respectively.~~the ~~The~~cost ~~Limited~~and ~~Members’~~related ~~distributions~~accumulated ~~represented~~depreciation was $~~47.99~~967,140 and $~~45.57 per Unit for the periods~~463,482, respectively.

For the nine months ended September 30, 2022 and 2021, the Company declared distributions of $1,412,720 and $2,403,985, respectively. Pursuant to the Operating Agreement, distributions of Net Cash Flow were allocated 97% to the Limited Members and 3% to the Managing Members. Distributions of Net Proceeds of Sale were allocated 99% to the Limited Members and 1% to the Managing Members. The Limited Members were allocated distributions of $1,395,403 and $2,374,997 and the Managing Members were allocated distributions of $17,317 and $28,988 for the periods, respectively.

As part of the distributions discussed above, the Company distributed net sale proceeds of $1,127,273 and $2,156,566 in 2022 and 2021, respectively. The Limited Members were allocated distributions of $1,116,000 and $2,135,000 and the Managing Members were allocated distributions of $11,273 and $21,566 for the periods, respectively. The Limited Members’ distributions represented $47.91 and $91.18 per Unit for the periods, respectively.

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

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

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

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2022 and December 31, 2021, the Company had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.

ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

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ITEM 4. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures.

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing Member of the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing Member concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing Member, in a manner that allows timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting.

During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

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

(a) None.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the Operating Agreement, each Limited Member has the right to present Units to the Company for purchase by submitting notice to the Managing Member during January or July of each year. The purchase price of the Units is equal to 80% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing Member in accordance with the provisions of the Operating Agreement. Units tendered to the Company during January and July may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations. The Company will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Operating Agreement), would exceed 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. During the period covered by this report, the Company did not purchase any Units.

Small Business Issuer Purchases of Equity Securities

Period	Total Number of Units Purchased	Average Price Paid per Unit	Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs
4/1/22 to 4/30/22	163.05	$165.38	1,591.89 (1)	(2)
5/1/22 to 5/31/22	--	--	--	--
6/1/21 to 6/30/22	--	--	--	--

(1)

The Company’s repurchase plan is mandated by the Operating Agreement as included in the prospectus related to the original offering of the Units.

(2)

The Operating Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

31.1

Certification of President of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of President and Chief Financial Officer of Managing Member pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 10, 2022	AEI Income & Growth Fund 24 LLC
Dated: November 11, 2022	AEI Income & Growth Fund 24 LLC
	By:	AEI Fund Management XXI, Inc.
	Its:	Managing Member
	By:	/s/ Marni J Nygard
		Marni J. Nygard
		President
		(Principal Executive Officer)
	By:	/s/ Keith E Petersen
		Keith E. Petersen
		Chief Financial Officer
		(Principal Accounting Officer)

1719

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