Attached files
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: March 31, 2011
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 (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)
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 [ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
INDEX
Part I - Financial Information
Item 1. Financial Statements (unaudited):
Balance Sheet as of March 31, 2011 and December 31, 2010
Statements for the Three Months ended March 31, 2011 and 2010:
Income
Cash Flows
Changes in Partners' Capital
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 5. Other Information
Item 6. Exhibits
Signatures
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
BALANCE SHEET
MARCH 31, 2011 AND DECEMBER 31, 2010
ASSETS
2011 2010
CURRENT ASSETS:
Cash $ 531,490 $ 1,795,417
INVESTMENTS IN REAL ESTATE:
Land 1,351,917 1,351,917
Buildings and Equipment 2,620,513 2,620,513
Accumulated Depreciation (620,733) (598,665)
----------- -----------
3,351,697 3,373,765
Real Estate Held for Sale 721,532 721,532
----------- -----------
Net Investments in Real Estate 4,073,229 4,095,297
----------- -----------
Total Assets $ 4,604,719 $ 5,890,714
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Payable to AEI Fund Management, Inc. $ 9,838 $ 11,458
Distributions Payable 92,523 1,321,511
----------- -----------
Total Current Liabilities 102,361 1,332,969
----------- -----------
PARTNERS' CAPITAL:
General Partners 973 1,527
Limited Partners, $1,000 per Unit;
30,000 Units authorized; 21,152 Units issued;
20,166 Units outstanding 4,501,385 4,556,218
----------- -----------
Total Partners' Capital 4,502,358 4,557,745
----------- -----------
Total Liabilities and Partners' Capital $ 4,604,719 $ 5,890,714
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31
2011 2010
RENTAL INCOME $ 77,642 $ 78,304
EXPENSES:
Partnership Administration - Affiliates 30,209 30,078
Partnership Administration and Property
Management - Unrelated Parties 6,487 7,291
Depreciation 22,068 22,068
----------- -----------
Total Expenses 58,764 59,437
----------- -----------
OPERATING INCOME 18,878 18,867
OTHER INCOME:
Interest Income 1,283 1,982
----------- -----------
INCOME FROM CONTINUING OPERATIONS 20,161 20,849
Income from Discontinued Operations 16,975 40,141
----------- -----------
NET INCOME $ 37,136 $ 60,990
=========== ===========
NET INCOME ALLOCATED:
General Partners $ 371 $ 610
Limited Partners 36,765 60,380
----------- -----------
$ 37,136 $ 60,990
=========== ===========
INCOME PER LIMITED PARTNERSHIP UNIT:
Continuing Operations $ .99 $ 1.02
Discontinued Operations .83 1.97
----------- -----------
Total $ 1.82 $ 2.99
=========== ===========
Weighted Average Units Outstanding-Basic and Diluted 20,166 20,166
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
2011 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 37,136 $ 60,990
Adjustments To Reconcile Net Income
To Net Cash Provided By Operating Activities:
Depreciation 22,068 24,469
Decrease in Receivables 0 508
Decrease in Payable to
AEI Fund Management, Inc. (1,620) (14,248)
Increase in Unearned Rent 0 19,335
----------- -----------
Total Adjustments 20,448 30,064
----------- -----------
Net Cash Provided By
Operating Activities 57,584 91,054
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid to Partners (1,321,511) (109,390)
----------- -----------
NET DECREASE IN CASH (1,263,927) (18,336)
CASH, beginning of period 1,795,417 852,028
----------- -----------
CASH, end of period $ 531,490 $ 833,692
=========== ===========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31
Limited
Partnership
General Limited Units
Partners Partners Total Outstanding
BALANCE, December 31, 2009 $ 6,585 $5,815,589 $5,822,174 20,165.79
Distributions Declared (1,094) (108,296) (109,390)
Net Income 610 60,380 60,990
--------- ---------- ---------- ----------
BALANCE, March 31, 2010 $ 6,101 $5,767,673 $5,773,774 20,165.79
========= ========== ========== ==========
BALANCE, December 31, 2010 $ 1,527 $4,556,218 $4,557,745 20,165.79
Distributions Declared (925) (91,598) (92,523)
Net Income 371 36,765 37,136
--------- ---------- ---------- ----------
BALANCE, March 31, 2011 $ 973 $4,501,385 $4,502,358 20,165.79
========= ========== ========== ==========
The accompanying Notes to Financial Statements are an integral
part of this statement.
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(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.
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) 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.
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
(4) Discontinued Operations -
During 2010, the Partnership sold 13.3262% of the Winn-Dixie
store in Panama City, Florida, in three separate
transactions, to unrelated third parties. The Partnership
received total net sale proceeds of $637,586, which resulted
in a net gain of $107,969. The cost and related accumulated
depreciation of the interests sold was $616,905 and $87,288,
respectively. For the three months ended March 31, 2010,
the net gain was $0. The Partnership is attempting to sell
its remaining 18.1551% interest in the property. At March
31, 2011 and December 31, 2010, the property was classified
as Real Estate Held for Sale with a carrying value of
$721,532.
In August 2010, the Partnership entered into a written
purchase agreement to sell the Tumbleweed restaurant in
Chillicothe, Ohio to an unrelated third party. On October
28, 2010, the sale closed with the Partnership receiving net
proceeds of $438,083, which resulted in a net gain of
$52,496. At the time of sale, the cost and related
accumulated depreciation was $505,224 and $119,637,
respectively.
During the first three months of 2011 and 2010, the
Partnership distributed net sale proceeds of $33,319 and
$23,931 to the Limited and General Partners as part of their
quarterly distributions, which represented a return of
capital of $1.64 and $1.17 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 for the three months ended March 31:
2011 2010
Rental Income $ 16,975 $ 42,632
Property Management Expenses 0 (90)
Depreciation 0 (2,401)
--------- ---------
Income from Discontinued Operations $ 16,975 $ 40,141
========= =========
(5) Fair Value Measurements -
As of March 31, 2011, the Partnership had no 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 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
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 three months ended March 31, 2011 and 2010, the
Partnership recognized rental income from continuing operations
of $77,642 and $78,304, respectively. Based on the scheduled
rent for the properties owned as of April 30, 2011, the
Partnership expects to recognize rental income from continuing
operations of approximately $317,000 in 2011.
For the three months ended March 31, 2011 and 2010, the
Partnership incurred Partnership administration expenses from
affiliated parties of $30,209 and $30,078, respectively. These
administration expenses include costs associated with the
management of the properties, processing distributions, reporting
requirements and communicating with the Limited Partners. During
the same periods, the Partnership incurred Partnership
administration and property management expenses from unrelated
parties of $6,487 and $7,291, 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 three months ended March 31, 2011 and 2010, the
Partnership recognized interest income of $1,283 and $1,982,
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 three months ended March 31, 2011, the
Partnership recognized income from discontinued operations of
$16,975, representing rental income. For the three months ended
March 31, 2010, the Partnership recognized income from
discontinued operations of $40,141, representing rental income
less property management expenses and depreciation.
During 2010, the Partnership sold 13.3262% of the Winn-
Dixie store in Panama City, Florida, in three separate
transactions, to unrelated third parties. The Partnership
received total net sale proceeds of $637,586, which resulted in a
net gain of $107,969. The cost and related accumulated
depreciation of the interests sold was $616,905 and $87,288,
respectively. For the three months ended March 31, 2010, the net
gain was $0. The Partnership is attempting to sell its remaining
18.1551% interest in the property. At March 31, 2011 and
December 31, 2010, the property was classified as Real Estate
Held for Sale with a carrying value of $721,532.
In August 2010, the Partnership entered into a written
purchase agreement to sell the Tumbleweed restaurant in
Chillicothe, Ohio to an unrelated third party. On October 28,
2010, the sale closed with the Partnership receiving net proceeds
of $438,083, which resulted in a net gain of $52,496. At the
time of sale, the cost and related accumulated depreciation was
$505,224 and $119,637, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
In the third quarter of 2006, 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 three months ended March 31, 2011, the
Partnership's cash balances decreased $1,263,927 as a result of
distributions paid to the Partners in excess of cash generated
from operating and investing activities. During the three months
ended March 31, 2010, the Partnership's cash balances decreased
$18,336 as a result of distributions paid to the Partners in
excess of cash generated from operating activities.
Net cash provided by operating activities decreased from
$91,054 in 2010 to $57,584 in 2011 as a result of a decrease in
total rental and interest income in 2011 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 2011.
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 three months ended March 31, 2011 and 2010, the
Partnership declared distributions of $92,523 and $109,390,
respectively, which were distributed 99% to the Limited Partners
and 1% to the General Partners. The Limited Partners received
distributions of $91,598 and $108,296 and the General Partners
received distributions of $925 and $1,094 for the periods,
respectively. In December 2010, the Partnership declared a
special distribution of net sale proceeds of $1,212,121, which
resulted in a higher distributions payable at December 31, 2010.
In 2011, regular distributions were paid on a capital balance
that was reduced by the special distributions of net sale
proceeds in 2010. As a result, distributions declared in 2011
were lower than distributions declared in 2010.
During the first three months of 2011 and 2010, the
Partnership distributed net sale proceeds of $33,319 and $23,931
to the Limited and General Partners as part of their quarterly
distributions, which represented a return of capital of $1.64 and
$1.17 per Limited Partnership Unit, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
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 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 AND 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.
(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 AND 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 5. OTHER INFORMATION.
None.
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: May 12, 2011 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