1 EXHIBIT 99.3 ------------ VININGS INVESTMENT PROPERTIES TRUST AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE FIVE MONTHS ENDED MAY 31, 1996 (UNAUDITED) PRO FORMA HISTORICAL ACQUISITION PRO FORMA MAY 31, 1996 ADJUSTMENTS MAY 31, 1996 REVENUES RENTAL REVENUES $354,276 $706,903(B) $1,061,178 OTHER PROPERTY REVENUES 51,443 18,601(B) 70,044 ----------------------------------------------------- TOTAL PROPERTY REVENUES 405,719 725,504 1,131,222 INTEREST INCOME 91,805 -- 91,805 ----------------------------------------------------- TOTAL REVENUES 497,524 725,504 1,223,027 ----------------------------------------------------- EXPENSES PROPERTY OPERATING EXPENSES 86,583 314,939(B) 401,522 DEPRECIATION AND AMORTIZATION 34,362 91,614(E) 125,976 INTEREST EXPENSE -- 332,032(F) 332,032 PROFESSIONAL FEES 711,276 -- 711,276 GENERAL & ADMINISTRATIVE 82,970 -- 82,970 ----------------------------------------------------- TOTAL EXPENSES 915,191 738,585 1,653,776 ----------------------------------------------------- INCOME/(LOSS) BEFORE LOSS ON REAL ESTATE INVESTMENT (417,667) (13,081) (430,749) LOSS ON REAL ESTATE INVESTMENT (26,800) -- (26,800) ----------------------------------------------------- NET INCOME ($444,467) ($13,081) ($457,549) ===================================================== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,645,000 -- 8,645,000 ========== ========= PER SHARE INFORMATION: INCOME BEFORE LOSS ON REAL ESTATE INVESTMENTS ($0.05) ($0.05) LOSS ON REAL ESTATE INVESTMENTS (0.00) (0.00) ---------- --------- NET INCOME ($0.05) ($0.05) ========== ========= 2 VININGS INVESTMENT PROPERTIES TRUST NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 1996 (UNAUDITED) (A) The Unaudited Pro Forma Consolidated Balance Sheet is presented as if the June 28, 1996 acquisition of The Thicket Apartments had occurred as of May 31, 1996. (B) The Unaudited Pro Forma Consolidated Statement of Operations reflects rental revenues, other property revenues and property operating and maintenance expenses for The Thicket Apartments for the five month period ended May 31, 1996. In management's opinion, all adjustments necessary to present fairly the effects of the acquisition have been made. (C) Cash - Escrows of $231,633 represents mortgage escrows established at closing asfollows: Tax & Insurance Escrow $ 114,841 Repair Escrow 111,500 Replacement Reserve Escrow 5,292 --------- $ 231,633 ========= (D) Accrued liabilities represents real estate tax and prorated rent liabilities assumed at closing. (E) Depreciation expense is reflected for the five month period based on the costs associated with the acquisition of the property. Loan costs have been amortized over the life of the loan obtained in connection with the acquisition. The expense is shown for the five months ended May 31, 1996. (F) Interest expense is associated with the mortgage note which was obtained in connection with the acquisition an with borrowings under a secured line of credit used in the acquisition. The expense is shown for the five months ended May 31, 1996. (G) The Unaudited Pro Forma Consolidated Financial Statements are not necessarily indicative of what the actual financial position of the Trust would have been at May 31, 1996 nor do they purport to present the future financial position of the Trust