10-Q 1 q193-12.htm Unassociated Document
 
 

 

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:  September 30, 2012

Commission File Number:  000-19838

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

State of Minnesota
 
41-1677062
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
 
(651) 227-7333
(Address of principal executive offices)
 
(Registrant’s telephone number)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x Yes    o No

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

o Large accelerated filer
o Accelerated filer
o Non-accelerated filer
x Smaller reporting company

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


 
 

 
 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

INDEX


   
Page
Part I – Financial Information
 
       
 
Item 1.
Financial Statements (unaudited):
 
       
   
Balance Sheet as of September 30, 2012 and December 31, 2011
3
       
   
Statements for the Periods ended September 30, 2012 and 2011:
 
         
     
Income
4
         
     
Cash Flows
5
         
     
Changes in Partners’ Capital
6
         
   
Notes to Financial Statements
7 - 9
       
 
Item 2.
Management's Discussion and Analysis of Financial
 
     
Condition and Results of Operations
10 - 13
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
13
       
 
Item 4.
Controls and Procedures
13 - 14
       
Part II – Other Information
 
       
 
Item 1.
Legal Proceedings
14
       
 
Item 1A.
Risk Factors
14
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
14
       
 
Item 3.
Defaults Upon Senior Securities
14
       
 
Item 4.
Mine Safety Disclosures
14
       
 
Item 5.
Other Information
14
       
 
Item 6.
Exhibits
15
       
Signatures
15

 
Page 2 of 15

 

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
BALANCE SHEET

ASSETS

   
September 30,
 
December 31,
   
2012
 
2011
Current Assets:
       
Cash
$
723,078
$
1,252,742
         
Real Estate Held for Investment:
       
Land
 
848,456
 
848,456
Buildings and Equipment
 
1,743,839
 
1,743,839
Accumulated Depreciation
 
(481,878)
 
(438,458)
Real Estate Held for Investment, Net
 
2,110,417
 
2,153,837
Real Estate Held for Sale
 
0
 
1,131,105
Total Real Estate
 
2,110,417
 
3,284,942
Total Assets
$
2,833,495
$
4,537,684

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
       
Payable to AEI Fund Management, Inc.
$
10,861
$
7,602
Distributions Payable
 
65,147
 
698,583
Total Current Liabilities
 
76,008
 
706,185
         
Partners’ Capital:
       
General Partners
 
4,219
 
1,264
Limited Partners:
   30,000 Units authorized; 21,152 Units issued;
   20,166 Units outstanding
 
2,753,268
 
3,830,235
Total Partners' Capital
 
2,757,487
 
3,831,499
Total Liabilities and Partners' Capital
$
2,833,495
$
4,537,684









The accompanying Notes to Financial Statements are an integral part of this statement.

 
 
Page 3 of 15

 
 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF INCOME


   
Three Months Ended September 30
 
Nine Months Ended September 30
   
2012
 
2011
 
2012
 
2011
                 
Rental Income
$
45,301
$
44,990
$
136,012
$
134,969
                 
Expenses:
               
Partnership Administration – Affiliates
 
17,675
 
28,560
 
62,852
 
89,914
Partnership Administration and Property
   Management – Unrelated Parties
 
3,059
 
5,964
 
21,076
 
22,111
Depreciation
 
14,417
 
14,763
 
43,420
 
44,289
Total Expenses
 
35,151
 
49,287
 
127,348
 
156,314
                 
Operating Income (Loss)
 
10,150
 
(4,297)
 
8,664
 
(21,345)
                 
Other Income:
               
Interest Income
 
673
 
2,022
 
3,746
 
4,369
                 
Income (Loss) from Continuing Operations
 
10,823
 
(2,275)
 
12,410
 
(16,976)
                 
Income from Discontinued Operations
 
0
 
120,936
 
457,113
 
241,174
                 
Net Income
$
10,823
$
118,661
$
469,523
$
224,198
                 
Net Income Allocated:
               
General Partners
$
646
$
1,525
$
18,390
$
2,580
Limited Partners
 
10,177
 
117,136
 
451,133
 
221,618
Total
$
10,823
$
118,661
$
469,523
$
224,198
                 
Income (Loss) per Limited Partnership Unit:
           
Continuing Operations
$
.50
$
(.11)
$
.61
$
(.83)
Discontinued Operations
 
0
 
5.92
 
21.76
 
11.82
Total
$
.50
$
5.81
$
22.37
$
10.99
                 
Weighted Average Units Outstanding –
      Basic and Diluted
 
20,166
 
20,166
 
20,166
 
20,166
                 



The accompanying Notes to Financial Statements are an integral part of this statement.

 
 
Page 4 of 15

 
 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS


   
Nine Months Ended September 30
   
2012
 
2011
Cash Flows from Operating Activities:
       
Net Income
$
469,523
$
224,198
         
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
       
Depreciation
 
43,420
 
66,203
Gain on Sale of Real Estate
 
(435,702)
 
(132,756)
Increase (Decrease) in Payable to
   AEI Fund Management, Inc.
 
3,259
 
407
Increase (Decrease) in Unearned Rent
 
0
 
9,268
Total Adjustments
 
(389,023)
 
(56,878)
Net Cash Provided By
   Operating Activities
 
80,500
 
167,320
         
Cash Flows from Investing Activities:
       
Proceeds from Sale of Real Estate
 
1,566,807
 
854,844
         
Cash Flows from Financing Activities:
       
Distributions Paid to Partners
 
(2,176,971)
 
(1,506,558)
         
Net Increase (Decrease) in Cash
 
(529,664)
 
(484,394)
         
Cash, beginning of period
 
1,252,742
 
1,795,417
         
Cash, end of period
$
723,078
$
1,311,023
         










The accompanying Notes to Financial Statements are an integral part of this statement.

 
 
Page 5 of 15

 
 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL


   
General Partners
 
Limited Partners
 
Total
 
Limited Partnership Units Outstanding
                 
Balance, December 31, 2010
$
1,527
$
4,556,218
$
4,557,745
 
20,165.79
                 
Distributions Declared
 
(2,776)
 
(274,795)
 
(277,571)
   
                 
Net Income
 
2,580
 
221,618
 
224,198
   
                 
Balance, September 30, 2011
$
1,331
$
4,503,041
$
4,504,372
 
20,165.79
                 
                 
Balance, December 31, 2011
$
1,264
$
3,830,235
$
3,831,499
 
20,165.79
                 
Distributions Declared
 
(15,435)
 
(1,528,100)
 
(1,543,535)
   
                 
Net Income
 
18,390
 
451,133
 
469,523
   
                 
Balance, September 30, 2012
$
4,219
$
2,753,268
$
2,757,487
 
20,165.79
                 





















The accompanying Notes to Financial Statements are an integral part of this statement.
 
 
Page 6 of 15

 

 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

(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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10-K.

(2)  Organization –

AEI Net Lease Income & Growth Fund XIX Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants.  The Partnership's operations are managed by AEI Fund Management XIX, 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 May 31, 1991 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted.  The offering terminated February 5, 1993 when the extended offering period expired.  The Partnership received subscriptions for 21,151.928 Limited Partnership Units.  Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $21,151,928, 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.

 
Page 7 of 15

 

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)

(2)  Organization – (Continued)

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 98% to the Limited Partners and 2% to the General Partners.

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.

(3)  Reclassification –

Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2012 presentation.  These reclassifications had no effect on Partners’ capital, net income or cash flows.

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

AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership.  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.

 
 
Page 8 of 15

 
 
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)

(5)  Discontinued Operations –

During the second and third quarters of 2011, the Partnership sold its remaining 18.1551% interest in the Winn-Dixie store in Panama City, Florida, in three separate transactions, to unrelated third parties.  The Partnership received total net sale proceeds of $855,025, which resulted in a net gain of $133,493.  The cost and related accumulated depreciation of the interests sold was $840,449 and $118,917, respectively.

On August 31, 2011, the Partnership sold its remaining 0.016% interest in the Champps Americana restaurant in Troy, Michigan to an unrelated third party.  Because the remaining property interest was so small, the sale expenses exceeded the gross price by $181, which resulted in a net loss of $737.  The cost and related accumulated depreciation of the interest sold was $788 and $232, respectively.

In February 2012, the Partnership entered into an agreement to sell the Biaggi’s restaurant in Fort Wayne, Indiana to an unrelated third party.  On March 29, 2012, the sale closed with the Partnership receiving net proceeds of $1,566,807, which resulted in a net gain of $435,702.  At the time of sale, the cost and related accumulated depreciation was $1,379,347 and $248,242, respectively.  At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $1,131,105.

During the first nine months of 2012 and 2011, the Partnership distributed net sale proceeds of $1,466,294 and $119,926 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $71.99 and $5.89 per Limited Partnership Unit, respectively.

The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements.  The following are the results of discontinued operations:

   
Three Months Ended September 30
 
Nine Months Ended September 30
   
2012
 
2011
 
2012
 
2011
                 
Rental Income
$
0
$
34,285
$
21,411
$
132,227
Property Management Expenses
 
0
 
(860)
 
0
 
(1,895)
Depreciation
 
0
 
(7,304)
 
0
 
(21,914)
Gain on Disposal of Real Estate
 
0
 
94,815
 
435,702
 
132,756
Income from Discontinued Operations
$
0
$
120,936
$
457,113
$
241,174

(6)  Fair Value Measurements –

As of September 30, 2012, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

 
 
Page 9 of 15

 
 
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 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 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 investments in real estate and the allocation by AEI Fund Management, Inc. of expenses to the Partnership as opposed to other funds they manage.

The Partnership purchased properties and recorded them in the financial statements at cost (including capitalized acquisition expenses), as all the properties were purchased prior to January 1, 2009.  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 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.

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.

 
Page 10 of 15

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

Results of Operations

For the nine months ended September 30, 2012 and 2011, the Partnership recognized rental income from continuing operations of $136,012 and $134,969, respectively.  Based on the scheduled rent for the properties owned as of October 31, 2012, the Partnership expects to recognize rental income from continuing operations of approximately $181,000 and $183,000 in 2012 and 2013, respectively.

For the nine months ended September 30, 2012 and 2011, the Partnership incurred Partnership administration expenses from affiliated parties of $62,852 and $89,914, respectively.  These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners.  As the Partnership’s asset base decreases due to property sales, it is allocated a smaller share of expenses that are allocated by AEI Fund Management, Inc. based on the relative assets of the funds under management.  During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $21,076 and $22,111, 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.

For the nine months ended September 30, 2012 and 2011, the Partnership recognized interest income of $3,746 and $4,369, respectively.

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 nine months ended September 30, 2012, the Partnership recognized income from discontinued operations of $457,113, representing rental income of $21,411 and gain on disposal of real estate of $435,702.  For the nine months ended September 30, 2011, the Partnership recognized income from discontinued operations of $241,174, representing rental income less property management expenses and depreciation of $108,418 and gain on disposal of real estate of $132,756.

During the second and third quarters of 2011, the Partnership sold its remaining 18.1551% interest in the Winn-Dixie store in Panama City, Florida, in three separate transactions, to unrelated third parties.  The Partnership received total net sale proceeds of $855,025, which resulted in a net gain of $133,493.  The cost and related accumulated depreciation of the interests sold was $840,449 and $118,917, respectively.

On August 31, 2011, the Partnership sold its remaining 0.016% interest in the Champps Americana restaurant in Troy, Michigan to an unrelated third party.  Because the remaining property interest was so small, the sale expenses exceeded the gross price by $181, which resulted in a net loss of $737.  The cost and related accumulated depreciation of the interest sold was $788 and $232, respectively.

 
Page 11 of 15

 


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

In February 2012, the Partnership entered into an agreement to sell the Biaggi’s restaurant in Fort Wayne, Indiana to an unrelated third party.  On March 29, 2012, the sale closed with the Partnership receiving net proceeds of $1,566,807, which resulted in a net gain of $435,702.  At the time of sale, the cost and related accumulated depreciation was $1,379,347 and $248,242, respectively.  At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $1,131,105.

Previously, the Partnership decided to discontinue the reinvestment of proceeds from property sales in additional properties.  As a result, the Partnership's rental income and operating income will decrease in the future as the Partnership sells its remaining properties.

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 nine months ended September 30, 2012 and 2011, the Partnership’s cash balances decreased $529,664 and $484,394, respectively, as a result of distributions paid to the Partners in excess of cash generated from operating and investing activities.

Net cash provided by operating activities decreased from $167,320 in 2011 to $80,500 in 2012 as a result of a decrease in total rental and interest income in 2012 and net timing differences in the collection of payments from the tenants and the payment of expenses, which were partially offset by a decrease in Partnership administration and property management expenses in 2012.

During the nine months ended September 30, 2012 and 2011, the Partnership generated cash flow from the sale of real estate of $1,566,807 and $854,844, respectively.

The Partnership's primary use of cash flow is distribution 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.

For the nine months ended September 30, 2012 and 2011, the Partnership declared distributions of $1,543,535 and $277,571, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners.  The Limited Partners received distributions of $1,528,100 and $274,795 and the General Partners received distributions of $15,435 and $2,776 for the periods, respectively.  In December 2011, the Partnership declared a special distribution of net sale proceeds of $606,061, which resulted in a higher distributions payable at December 31, 2011.  In June 2012, the Partnership declared a special distribution of net sale proceeds of $1,313,131, which resulted in higher distributions declared in 2012.

 
Page 12 of 15

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

During the first nine months of 2012 and 2011, the Partnership distributed net sale proceeds of $1,466,294 and $119,926 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $71.99 and $5.89 per Limited Partnership Unit, respectively.

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

The Economy and Market Conditions

The impact of conditions in the economy over the last few years, including the turmoil in the credit markets, has adversely affected many real estate investment funds.  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 investment funds.  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.

Beginning in the fourth quarter of 2008, general economic conditions caused the volume of property sales to slow dramatically for all real estate sellers.  Until the economic conditions improve, it is difficult to estimate when the Partnership may be able to sell its remaining properties and liquidate.

ITEM 3.  QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4.  CONTROLS AND PROCEDURES.

(a)  Disclosure Controls and Procedures.

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

 
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ITEM 4.  CONTROLS AND PROCEDURES.  (Continued)

(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 Partnership is a party or of which the Partnership's property is subject.

ITEM 1A.  RISK FACTORS.

Not required for a smaller reporting company.

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

(a) None.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the 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.  As of December 31, 2007, the formula results in a purchase price of $-0-.  Therefore, the Partnership will no longer purchase Units from Limited Partners under this provision of the Partnership Agreement.  During the period covered by this report, the Partnership did not purchase any Units by any other arrangement.

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 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 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:  November 12, 2012
AEI Net Lease Income & Growth Fund XIX
 
Limited Partnership
 
By:
AEI Fund Management XIX, Inc.
 
Its:
Managing General Partner
     
     
     
 
By:
  /s/ ROBERT P JOHNSON
   
Robert P. Johnson
   
President
   
(Principal Executive Officer)
     
     
     
 
By:
  /s/ PATRICK W KEENE
   
Patrick W. Keene
   
Chief Financial Officer
   
(Principal Accounting Officer)
 
 
 
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