VININGS INVESTMENT PROPERTIES TRUST AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS The unaudited consolidated statements of operations are presented as if the Trust acquired The Thicket Apartments as of the beginning of each period presented. In management's opinion, all adjustments necessary to present fairly the effects of the acquisition of The Thicket Apartments have been made. The unaudited pro forma statements of operations are not necessarily indicative of what the actual results of operations of the Company would have been assuming the Trust had acquired the apartment community as of the beginning of each period presented, nor do they purport to represent the results of operations for future periods. The assets and liabilities associated with the acquisition of The Thicket Apartments, on June 28, 1996, are incorporated in the financial statements on Form 10-Q for the period ended June 30, 1996 as filed with the Securities and Exchange Commission. Therefore, a pro forma balance sheet is not presented. VININGS INVESTMENT PROPERTIES TRUST AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) THE ADDITIONAL COMPANY THICKET PRO FORMA COMPANY HISTORICAL APARTMENTS ADJUSTMENTS PRO FORMA ---------- ---------- ----------- --------- REVENUES Rental revenue $329,622 $852,397 (A) $1,182,019 Other property revenues 0 24,213 (A) 24,213 -------------- --------------- -------------- Total property revenues 329,622 876,610 1,206,232 Miscellaneous income 141,229 141,229 Interest income 91,903 91,903 -------------- --------------- -------------- 233,132 233,132 -------------- --------------- -------------- Total revenues 562,754 876,610 1,439,364 -------------- --------------- -------------- EXPENSES Investment advisor's fees 333,461 333,461 Trustees' fees and expenses 43,294 43,294 Professional fees 378,690 378,690 Other operating expenses 165,656 165,656 Property operating and maintenance 108,973 400,304 (A) 509,277 Depreciation and amortization 40,900 181,059 (B) 221,959 Interest expense 0 398,347 (C) 398,347 -------------- --------------- ---------------- -------------- Total expenses 1,070,974 400,304 579,406 2,050,684 -------------- --------------- ---------------- -------------- Income (loss) before loss on sale of real estate investments (508,220) 476,306 (579,406) (611,320) Loss on sale of real estate investments (26,800) (26,800) -------------- -------------- Net income (loss) ($535,020) $476,306 ($579,406) ($638,120) ============== =============== ================ ============== Weighted average number of shares outstanding 8,645,000 8,645,000 ============== ============== PER SHARE INFORMATION: Net loss ($0.06) ($0.07) ============== ============== <FN> The accompanying notes are an integral part of these statements. </FN> VININGS INVESTMENT PROPERTIES TRUST AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Unaudited) THE ADDITIONAL COMPANY THICKET PRO FORMA COMPANY HISTORICAL APARTMENTS ADJUSTMENTS PRO FORMA ---------- ---------- ----------- --------- REVENUES Rental revenue $600,454 $1,621,037 (A) $2,221,491 Other property revenues 0 53,201 (A) 53,201 -------------- ---------------- -------------- Total property revenues 600,454 1,674,238 2,274,692 -------------- ---------------- -------------- Loan commitment fees 22,447 22,447 Interest Income 891,499 891,499 Income from partnership 1,730,508 1,730,508 -------------- ---------------- -------------- 2,644,454 2,644,454 -------------- ---------------- -------------- Total revenues 3,244,908 1,674,238 4,919,146 -------------- ---------------- -------------- EXPENSES Investment advisor's fees 361,568 361,568 Trustees fees and expenses 70,246 70,246 Professional fees 428,166 428,166 Other operating expenses 267,934 267,934 Property operating and maintenance 290,548 768,905 (A) 1,059,453 Depreciation and amortization 361,013 362,117 (B) 723,130 Interest expense 0 795,567 (C) 795,567 -------------- ---------------- ---------------- -------------- Total expenses 1,779,475 768,905 1,157,684 3,706,064 -------------- ---------------- ---------------- -------------- Income before gain (loss) on sale of real estate investments 1,465,433 905,333 (1,157,684) 1,213,082 -------------- ---------------- ---------------- -------------- GAIN (LOSS) ON REAL ESTATE INVESTMENTS Gain on sale of real estate investments 1,853,148 1,853,148 Loss on sale of real estate investments (198,035) (198,035) Allowance to reduce mortgage receivable to fair value (2,542,000) (2,542,000) -------------- -------------- (886,887) (886,887) -------------- -------------- Net income (loss) $578,546 $905,333 ($1,157,684) $326,195 ============== ================ ================ ============== Weighted average number of shares outstanding 8,645,000 8,645,000 ============== ============== PER SHARE INFORMATION: Income before gain (loss) on real estate investments $0.17 $0.14 Gain (loss) on sale of real estate investments (0.10) (0.10) -------------- -------------- Net income $0.07 $0.04 ============== ============== <FN> The accompanying notes are an integral part of these statements. </FN> VININGS INVESTMENT PROPERTIES TRUST AND SUBSIDIARIES NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (A) Represents the pro forma adjustments necessary to reflect a full period of rental revenues, other property revenues and property operating and maintenance expenses for The Thicket Apartments for the six and twelve month periods ended June 30, 1996 and December 31, 1995, respectively. (B) Represents the pro forma adjustments necessary to reflect a full period of depreciation expense for the six and twelve month periods ended June 30, 1996, and December 31, 1995, respectively, based on the costs associated with the acquisition of The Thicket Apartments. Additionally, represents adjustments to reflect a full period of amortization of loan costs associated with the acquisition of the property and are reflected for the six and twelve month periods ended June 30, 1996, and December 31, 1995, respectively. (C) Reflects increased interest expense associated with borrowings utilized to acquire The Thicket Apartments. Borrowings include $7.3 million of mortgage debt at a fixed rate of 9.04% and additional borrowings under the Trust's line of credit of approximately $1.5 million at a weighted average interest rate of 8.25%. If interest rates under the line of credit fluctuated .125%, interest costs on the pro forma line of credit debt would increase or decrease by approximately $1,976 on an annualized basis.