AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP - FORM 10-Q

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EX-31 - AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP	ex31-219.htm
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EX-32 - AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP	ex32-19.htm

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 30, 2014

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:

		Balance Sheet as of June 30, 2014 and December 31, 2013		3

		Statements for the Periods ended June 30, 2014 and 2013:

			Operations	4

			Cash Flows	5

			Changes in Partners’ Capital (Deficit)	6

		Notes to Financial Statements		7 - 11

	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	11 - 15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15

	Item 4.	Controls and Procedures		15

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		16

	Item 3.	Defaults Upon Senior Securities		16

	Item 4.	Mine Safety Disclosures		16

	Item 5.	Other Information		16

	Item 6.	Exhibits		16

Signatures				17

Page 2 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

BALANCE SHEET

ASSETS

	June 30,			December 31,
	2014			2013
	(unaudited)
Current Assets:
Cash	$	386,393		$	494,982
Prepaid Expenses		5,543			0
Total Current Assets		391,936			494,982

Real Estate Held for Investment:
Land		501,902			501,902
Buildings and Equipment		1,126,519			1,126,519
Accumulated Depreciation		(320,024	)		(301,248	)
Real Estate Held for Investment, Net		1,308,397			1,327,173
Real Estate Held for Sale		412,000			412,000
Total Real Estate		1,720,397			1,739,173
Total Assets	$	2,112,333		$	2,234,155

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	628		$	10,785
Distributions Payable		37,072			62,933
Unearned Rent		9,268			0
Total Current Liabilities		46,968			73,718

Partners’ Capital (Deficit):
General Partners		(353	)		807
Limited Partners – 30,000 Units authorized; 20,166 Units issued and outstanding		2,065,718			2,159,630
Total Partners' Capital		2,065,365			2,160,437
Total Liabilities and Partners' Capital	$	2,112,333		$	2,234,155

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

Page 3 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

STATEMENT OF OPERATIONS

(unaudited)

	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013

Rental Income	$	28,564		$	28,564		$	57,129		$	57,129

Expenses:
Partnership Administration – Affiliates		19,431			17,045			39,802			37,552
Partnership Administration and Property Management – Unrelated Parties		8,331			9,263			15,172			15,284
Depreciation		9,388			9,388			18,776			18,776
Total Expenses		37,150			35,696			73,750			71,612

Operating Loss		(8,586	)		(7,132	)		(16,621	)		(14,483	)

Other Income:
Interest Income		300			442			635			914

Loss from Continuing Operations		(8,286	)		(6,690	)		(15,986	)		(13,569	)

Income (Loss) from Discontinued Operations		(5,840	)		12,704			(4,942	)		33,658

Net Income (Loss)	$	(14,126	)	$	6,014		$	(20,928	)	$	20,089

Net Income (Loss) Allocated:
General Partners	$	(351	)	$	60		$	(419	)	$	201
Limited Partners		(13,775	)		5,954			(20,509	)		19,888
Total	$	(14,126	)	$	6,014		$	(20,928	)	$	20,089

Income (Loss) per Limited Partnership Unit:
Continuing Operations	$	(.40	)	$	(.33	)	$	(.78	)	$	(.67	)
Discontinued Operations		(.28	)		.63			(.24	)		1.66
Total – Basic and Diluted	$	(.68	)	$	.30		$	(1.02	)	$	.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 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS

(unaudited)

	Six Months Ended June 30
	2014			2013
Cash Flows from Operating Activities:
Net Income (Loss)	$	(20,928	)	$	20,089

Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation		18,776			18,776
Increase in Prepaid Expenses		(5,543	)		0
Increase (Decrease) in Payable to AEI Fund Management, Inc.		(10,157	)		(5,454	)
Increase (Decrease) in Unearned Rent		9,268			9,268
Total Adjustments		12,344			22,590
Net Cash Provided By (Used For) Operating Activities		(8,584	)		42,679

Cash Flows from Financing Activities:
Distributions Paid to Partners		(100,005	)		(130,294	)

Net Increase (Decrease) in Cash		(108,589	)		(87,615	)

Cash, beginning of period		494,982			684,674

Cash, end of period	$	386,393		$	597,059

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

Page 5 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

(unaudited)

	General Partners			Limited Partners			Total			Limited Partnership Units Outstanding

Balance, December 31, 2012	$	4,162		$	2,436,775		$	2,440,937			20,165.79

Distributions Declared		(1,303	)		(128,991	)		(130,294	)

Net Income		201			19,888			20,089

Balance, June 30, 2013	$	3,060		$	2,327,672		$	2,330,732			20,165.79


Balance, December 31, 2013	$	807		$	2,159,630		$	2,160,437			20,165.79

Distributions Declared		(741	)		(73,403	)		(74,144	)

Net Loss		(419	)		(20,509	)		(20,928	)

Balance, June 30, 2014	$	(353	)	$	2,065,718		$	2,065,365			20,165.79

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

Page 6 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014

(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 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 17

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.

In July 2014, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners, as required by Section 6.1 of the Partnership Agreement, to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. If a majority of the outstanding Units are voted in favor of the proposal, the Managing General Partner will proceed with the planned liquidation of the Partnership. The Managing General Partner anticipates the liquidation would occur within the next 6-12 months.

Page 8 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(3) Recently Adopted Accounting Standards -

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This topic amends the requirements for reporting discontinued operations. The disposal of a component must represent a strategic shift that will have a major effect on the Partnership’s operations and financial results in order to be reported as discontinued operations, and require certain additional interim and annual disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014 with early adoption permitted. The Partnership has early adopted this standard effective January 1, 2014 and has applied the provisions prospectively. As a result, the Partnership anticipates that properties will not be considered discontinued operations when the properties are sold after January 1, 2014, with the exception of properties that were classified as Real Estate Held for Sale at December 31, 2013.

(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.

(5) Discontinued Operations –

During 2012, the Partnership decided to sell its 28% interest in the Champps Americana restaurant in Utica, Michigan and classified it as Real Estate Held for Sale. In February 2013, Champps Operating Corporation (“Champps’), the tenant of the property, approached the Partnership with a request to adjust the rent on the property to a market rental rate based on the restaurant’s performance and the current conditions in the market. In April 2013, after reviewing financial information for the restaurant and the tenant, and analyzing the local real estate market for the property, the Partnership and the property’s other co-owners entered into an agreement to reduce the annual rent for the property by 63% to $90,880. The Partnership’s share of this rent was $25,446. On December 15, 2013, Champps filed for Chapter 11 bankruptcy reorganization. In February 2014, Champps closed the restaurant, filed a motion with the bankruptcy court to reject the lease and returned possession of the property to the owners. The owners listed the property for sale or lease with a real estate broker in the Utica area. While the property is vacant, the Partnership is responsible for its 28% share of real estate taxes and other costs associated with maintaining the property.

Based on its long-lived asset valuation analysis, the Partnership determined the Champps property was impaired. As a result, in the fourth quarter of 2013, a charge to discontinued operations for real estate impairment of $55,000 was recognized, which was the difference between the carrying value at December 31, 2013 of $467,000 and the estimated fair value of $412,000. The charge was recorded against the cost of the land and building.

Page 9 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(5) Discontinued Operations – (Continued)

In June 2014, the Partnership and the other co-owners of the Champps property entered into an agreement to sell the property to an unrelated third party. The sale is subject to contingencies and may not be completed. If the sale is completed, the Partnership expects to receive net proceeds of approximately $450,000. If the sale is not completed, the owners will seek another buyer for the property and may not be able to negotiate a purchase agreement with similar economic terms.

During the first six months of 2014 and 2013, the Partnership distributed net sale proceeds of $71,559 and $91,428, respectively. The Limited Partners received distributions of $70,843 and $90,514 and the General Partners received distributions of $716 and $914 for the periods, respectively. The Limited Partners’ distributions represented $3.51 and $4.49 per Unit for the periods, 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 June 30				Six Months Ended June 30
		2014		2013		2014		2013

Rental Income	$	0	$	12,902	$	4,241	$	34,012
Property Management Expenses		(5,840)		(198)		(9,183)		(354)
Income (Loss) from Discontinued Operations	$	(5,840)	$	12,704	$	(4,942)	$	33,658

		Three Months Ended June 30				Six Months Ended June 30
		2014		2013		2014		2013
Cash Flows from Discontinued Operations:
Operating Activities	$	(5,840)	$	12,704	$	(4,942)	$	33,658

Page 10 of 17

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(6) Fair Value Measurements –

Fair value, as defined by United States Generally Accepted Accounting Principles (“US GAAP”), is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. US GAAP establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. US GAAP requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1 inputs, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.

At June 30, 2014 and December 31, 2013, the Partnership had no financial assets or liabilities measured at fair value on a recurring basis or nonrecurring basis that would require disclosure under this pronouncement. The Partnership had the following nonfinancial assets measured on a nonrecurring basis that were recorded at fair value during 2013.

The Champps restaurant in Utica, Michigan, with a carrying amount of $467,000 at December 31, 2013, was written down to its estimated fair value of $412,000 after completing our long-lived asset valuation analysis. The resulting impairment charge of $55,000 was included in earnings for the fourth quarter of 2013. The fair value of the property was based upon comparable sales of similar properties, which are considered Level 2 inputs in the valuation hierarchy.

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.

Page 11 of 17

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

Application of Critical Accounting Policies

The Partnership’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). 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.

Properties are carried at original cost, less accumulated depreciation and amortization. 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.

Results of Operations

For the six months ended June 30, 2014 and 2013, the Partnership recognized rental income from continuing operations of $57,129 for both periods. Based on the scheduled rent for the properties owned as of July 31, 2014, the Partnership expects to recognize rental income from continuing operations of approximately $114,000 in 2014.

For the six months ended June 30, 2014 and 2013, the Partnership incurred Partnership administration expenses from affiliated parties of $39,802 and $37,552, 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 $15,172 and $15,284, 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.

Page 12 of 17

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

For the six months ended June 30, 2014 and 2013, the Partnership recognized interest income of $635 and $914, respectively.

Prior to January 1, 2014, upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership included the operating results and sale of the property in discontinued operations. In addition, the Partnership reclassified the prior periods’ operating results of the property to discontinued operations. For the six months ended June 30, 2014, the Partnership recognized a loss from discontinued operations of $4,942, representing rental income less property management expenses. For the six months ended June 30, 2013, the Partnership recognized income from discontinued operations of $33,658, representing rental income less property management expenses.

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.

Page 13 of 17

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

Management believes inflation has not significantly affected income from operations. Inflation 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 months ended June 30, 2014 and 2013, the Partnership’s cash balances decreased $108,589 and $87,615 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 $42,679 in 2013 to ($8,584) in 2014 as a result of a decrease in total rental and interest income in 2014, an increase in Partnership administration and property management expenses in 2014 and net timing differences in the collection of payments from the tenants and the payment of expenses.

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 six months ended June 30, 2014 and 2013, the Partnership declared distributions of $74,144 and $130,294, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners received distributions of $73,403 and $128,991 and the General Partners received distributions of $741 and $1,303 for the periods, respectively. The loss of rent and increased expenses related to the Champps Americana restaurant caused the Partnership’s cash flow to decrease. As a result, effective January 1, 2014, the distribution rate per Unit was decreased and distributions declared were lower in 2014.

As part of the distributions discussed above, the Partnership distributed net sale proceeds of $71,559 and $91,428 in 2014 and 2013, respectively. The Limited Partners received distributions of $70,843 and $90,514 and the General Partners received distributions of $716 and $914 for the periods, respectively. The Limited Partners' distributions represented $3.51 and $4.49 per Unit for the periods, respectively.

The continuing rent payments from the properties, together with the Partnership's cash reserve and cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations.

Page 14 of 17

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

The Economy and Market Conditions

The impact of conditions in the economy over the last several 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.

Off-Balance Sheet Arrangements

As of June 30, 2014 and December 31, 2013, the Partnership 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.

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.

Page 15 of 17

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

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.

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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 12, 2014	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)

Page 17 of 17

Attached files

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP Reports

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