VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
The unaudited consolidated statements of operations are presented as if the
Trust acquired Windrush Apartments as of the beginning of each period presented.
The unaudited pro forma consolidated statements of operations for Windrush for
the nine months ended September 30, 1997 and for the year ended December 31,
1996 include the historical revenues and specific operating expenses of the
property for each respective period of time. In management's opinion, all
adjustments necessary to present fairly the effects of the acquisition of
Windrush Apartments have been made.
The unaudited consolidated statements of operations of the Trust should be read
in conjunction with the unaudited pro forma consolidated balance sheet of the
Trust included herein, the consolidated financial statements and accompanying
notes thereto of the Trust included in its Annual Report on Form 10-K for the
year ended December 31, 1996, and the unaudited consolidated financial
statements and accompanying notes thereto of the Trust included in its September
30, 1997 Quarterly Report on Form 10-Q.
The unaudited pro forma statements of operations are not necessarily indicative
of what the actual results of operations of the Trust would have been assuming
the Trust had acquired Windrush as of the beginning of each period presented,
nor do they purport to represent the results of operations for future periods.
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
Pro Forma
Historical Acquisition
(A) Adjustments Pro Forma
--------------------------------------------------
REVENUES
Rental revenues $1,765,491 $1,048,969 (B) $2,814,460
Other property revenues 64,751 38,818 (B) 103,569
Interest income 1,903 1,903
Other income - -
--------------------------------------------------
1,832,145 1,087,787 2,919,932
--------------------------------------------------
EXPENSES
Property operating and maintenance 759,954 460,231 (B) 1,220,185
Depreciation and amortization 323,839 132,999 (C) 456,838
Amortization of deferred financing costs 27,231 27,231
Interest expense 600,196 366,729 (D) 966,925
General and administrative 250,540 24,048 (D) 274,588
Investment advisor's fees - -
--------------------------------------------------
1,961,760 984,007 2,945,767
--------------------------------------------------
Income (loss) before loss on real estate investments (129,615) 103,780 (25,835)
--------------------------------------------------
LOSS ON REAL ESTATE INVESTMENTS
Loss on real estate investments - - -
--------------------------------------------------
Income (loss) before minority interest (129,615) 103,780 (25,835)
Minority interest (4,650) (E) (4,650) (E)
--------------------------------------------------
Net income (loss) $ (129,615) $ 108,430 $ (21,185)
==================================================
EARNINGS PER SHARE $ (0.12) $ (0.02)
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 1,080,516 1,080,516
=============== ===============
<FN>
See accompanying notes to financial statements
</FN>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
Pro Forma
Historical Acquisition
(A) Adjustments Pro Forma
--------------------------------------------------
REVENUES
Rental revenues $1,482,419 $ 1,384,738 (B) $ 2,867,157
Other property revenues 70,064 45,640 (B) 115,704
Interest income 92,657 92,657
Other income 151,777 151,777
--------------------------------------------------
1,796,917 1,430,378 3,227,295
--------------------------------------------------
EXPENSES
Property operating and maintenance 586,430 659,507 (B) 1,245,937
Depreciation and amortization 244,110 177,332 (C) 421,442
Amortization of deferred financing costs 19,502 19,502
Interest expense 408,719 493,591 (D) 902,310
General and administrative 987,973 32,713 (D) 1,020,686
Investment advisor's fees 333,461 333,461
--------------------------------------------------
2,580,195 1,363,143 3,943,338
--------------------------------------------------
Income (loss) before loss on real estate investments (783,278) 67,235 (716,043)
--------------------------------------------------
LOSS ON REAL ESTATE INVESTMENTS
Loss on real estate investments (26,800) - (26,800)
--------------------------------------------------
Income (loss) before minority interest (810,078) 67,235 (742,843)
Minority interest (133,712)(E) (133,712)
--------------------------------------------------
Net income (loss) $ (810,078) $ 200,947 $ (609,131)
==================================================
EARNINGS PER SHARE $ (0.75) $ (0.56)
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 1,080,528 1,080,528
=============== ===============
<FN>
See accompanying notes to financial statements
</FN>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
NOTES AND ASSUMPTIONS TO UNAUDITED
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(A) Represents the Trust's unaudited consolidated statement of operations
contained in its Quarterly Report on Form 10-Q for the nine months ended
September 30, 1997 and the Trust's consolidated statement of operations
contained in its Annual Report on Form 10-K for the year ended December 31,
1996 as applicable.
(B) Represents the pro forma adjustments necessary to reflect the appropriate
period of historical rental revenues, other property revenues, and property
operating and maintenance expenses for Windrush Apartments for the nine
months ended September 30, 1997 and for the year ended December 31, 1996 as
applicable.
(C) Represents the pro forma adjustments necessary to reflect the appropriate
period of depreciation expense for the nine months ended September 30, 1997
and for the year ended December 31, 1996, based on the costs associated
with the acquisition of Windrush Apartments as applicable.
(D) Represents the pro forma adjustments necessary to reflect the appropriate
period of interest expense and FHA insurance premium associated with the
mortgage which was assumed at closing for the nine months ended September
30 1997, and for the year ended December 31, 1996 as applicable.
(E) Represents the minority Unitholders 18% interest in income before minority
interest.
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
The unaudited pro forma consolidated balance sheet is presented as if the Trust
acquired Windrush Apartments as of September 30, 1997. The unaudited pro forma
consolidated balance sheet is not necessarily indicative of what the actual
financial position of the Trust would have been at September 30, 1997, nor does
it purport to represent the future financial position of the Trust.
The unaudited consolidated balance sheet should be read in conjunction with the
unaudited pro forma consolidated statements of operations of the Trust included
herein, the consolidated financial statements and accompanying notes thereto of
the Trust included in its Annual Report on Form 10-K for the year ended December
31, 1996, and the unaudited consolidated financial statements and accompanying
notes thereto of the Trust included in its September 30, 1997 Quarterly Report
on Form 10-Q.
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(UNAUDITED)
Pro Forma
Historical Acquisition
(A) Adjustments Pro Forma
------------------------------------------------------
ASSETS
------------------------------------------------------
Real estate assets:
Land $ 1,470,500 $ 1,414,000 (B) $ 2,884,500
Buildings and improvements 9,302,060 5,939,000 (B) 15,241,060
Furniture, fixtures & equipment 808,036 202,000 (B) 1,010,036
Less: accumulated depreciation (930,713) (930,713)
------------------------------------------------------
Net real estate assets 10,649,883 7,555,000 18,204,883
Cash and cash equivalents 194,971 45,809 (B) 240,780
Cash escrows 256,053 197,818 (B) 453,871
Receivables and other assets 106,542 106,542
Deferred financing costs, less accumulated amortization
of $46,733 at September 30, 1997 177,694 177,694
Deferred leasing costs, less accumulated amortization of
$35,514 at September 30, 1997 32,649 32,649
------------------------------------------------------
Total Assets $ 11,417,792 $ 7,798,627 $19,216,419
======================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage note payable $ 7,333,112 $ 6,464,897 (B) $13,798,009
Line of credit 1,568,104 1,568,104
Accounts payable and accrued liabilities 413,724 121,000 (B) 534,724
------------------------------------------------------
Total Liabilities 9,314,940 6,585,897 15,900,837
------------------------------------------------------
1,212,730 (C)
Minority interests in Operating Partnership (615,925) (D) 596,805
------------------------------------------------------
Shareholders' Equity:
Shares of beneficial interest, without par value,
unlimited shares authorized, 1,080,512 shares
issued and outstanding at September 30, 1997 18,731,682 615,925 (D) 19,347,607
Cumulative earnings 37,749,699 37,749,699
Cumulative distributions (54,378,529) (54,378,529)
------------------------------------------------------
Total Shareholders' Equity 2,102,852 615,925 2,718,777
------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 11,417,792 $ 7,798,627 $19,216,419
======================================================
<FN>
See accompanying notes to financial statements
</FN>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA BALANCE SHEET
(A) Represents the Trust's unaudited consolidated balance sheet contained in
its Quarterly Report on Form 10-Q for the nine months ended September 30,
1997.
(B) Represents the aggregate purchase price of Windrush, including the
assumption of the mortgage indebtedness and related liabilities and the
assumption of the tax, insurance and replacement reserve escrows and
security deposit cash account.
(C) Represents the issuance of 242,546 operating partnership units ("Units") in
Vinings Investment Properties, L.P. (the "Operating Partnership"), of which
224,330 Units were issued in connection with the acquisition. In addition,
18,216 Units were previously issued to the general partner of Windrush.
(D) Represents adjustments to reflect minority Unitholders 18% interest in the
Operating Partnership.