SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
******************************************
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
******************************************
For the period ended SEPTEMBER 30, 2000
Commission file number 0-13693
------------------------------
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
-------------------------------------------
(Exact name of registrant as specified in charter)
Massachusetts 13-6850434
------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2839 Paces Ferry Road, Suite 1170, Atlanta, GA 30339
---------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
(770) 984-9500
-------------------
Registrant's telephone number, including area code:
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.
Yes X No___
The number of shares outstanding as of November 7, 2000 was 1,100,489.
<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
INDEX OF FINANCIAL INFORMATION
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets (unaudited) as of September 30, 2000
and December 31, 1999 3
Consolidated Statements of Operations (unaudited)
for the three and nine months ended September 30, 2000 and 1999 4
Consolidated Statement of Shareholders' Equity (unaudited)
for the nine months ended September 30, 2000 5
Consolidated Statements of Cash Flows (unaudited)
for the three and nine months ended September 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
PART II OTHER INFORMATION/SIGNATURE
Item 6 Exhibits and Reports on Form 8-K 23
Signature 24
<PAGE>
<TABLE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
<CAPTION>
September 30, December 31,
2000 1999
---------------- ---------------
Real estate assets:
<S> <C> <C>
Land $ 8,247,900 $ 8,247,900
Buildings and improvements 55,609,852 55,545,257
Furniture, fixtures & equipment 4,102,335 3,968,848
Less: accumulated depreciation (5,029,109) (3,351,811)
---------------- ---------------
Net real estate assets 62,930,978 64,410,194
Investment in unconsolidated Joint Venture 1,392,377 1,551,974
Cash and cash equivalents 552,704 916,215
Restricted cash 1,864,790 1,816,102
Receivable from Joint Venture 13,373 27,356
Receivables and other assets 262,249 236,900
Deferred financing costs, less accumulated amortization of $171,831 and
$127,656 at September 30, 2000 and December 31, 1999, respectively 93,734 117,908
Deferred leasing costs, less accumulated amortization of $74,584 and
$59,240 at September 30, 2000 and December 31, 1999, respectively 22,322 37,665
---------------- ---------------
Total assets $ 67,132,527 $ 69,114,314
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $ 54,828,032 $ 55,074,923
Line of credit 1,864,990 1,715,000
Accounts payable and accrued liabilities 1,766,844 1,899,937
Distributions payable to Preferred Unitholders - 464,750
Dividends payable to Preferred Shareholders 232,376 -
---------------- ---------------
Total liabilities 58,692,242 59,154,610
---------------- ---------------
Minority interests of unitholders in Operating Partnership:
Preferred partnership interests - 8,730,003
Common partnership interests (77,127) 222,084
---------------- ---------------
Total minority interests (77,127) 8,952,087
---------------- ---------------
Shareholders' equity:
Series A convertible preferred shares of beneficial interest, 8,867,529 -
(par value $.01 per share) 2,050,000 authorized, 1,988,235
and 0 shares issued and outstanding at September 30, 2000 and
December 31, 1999, respectively
Common shares of beneficial interest, without par or stated value,
25,000,000 authorized, 1,100,490 and 1,100,493 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively
Additional paid in capital 3,295,970 3,295,998
Accumulated deficit (3,646,087) (2,288,381)
---------------- ---------------
Total shareholders' equity 8,517,412 1,007,617
---------------- ---------------
Total liabilities and shareholders' equity $ 67,132,527 $ 69,114,314
================ ===============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months For the nine months
ended September 30, ended September 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------- ------------ ------------- -------------
REVENUES
<S> <C> <C> <C> <C>
Rental revenues $ 2,796,239 $ 2,866,225 $ 8,334,522 $ 6,034,948
Other property revenues 159,587 194,898 460,515 340,764
Other income 16,570 4,867 44,001 23,137
------------- ------------- ------------ ------------
2,972,396 3,065,990 8,839,038 6,398,849
------------- ------------- ------------ -------------
EXPENSES
Property operating and maintenance 1,194,500 1,173,329 3,402,647 2,417,411
Depreciation and amortization 564,698 562,557 1,692,641 1,156,428
Amortization of deferred financing costs 11,476 15,036 44,175 35,361
Interest expense 1,296,993 1,270,653 3,880,148 2,559,036
General and administrative 126,167 208,140 492,095 469,977
------------- ------------- ------------ -------------
3,193,834 3,229,715 9,511,706 6,638,213
Loss before equity in loss of unconsolidated
Joint Venture and minority interests (221,438) (163,725) (672,667) (239,364)
Equity in loss of unconsolidated Joint Venture (42,857) (57,022) (149,597) (74,790)
------------- ------------- ------------ -------------
Loss before minority interests (264,295) (220,747) (822,264) (314,154)
Less Minority interests in Operating Partnership:
Preferred partnership interests - 336,757 336,758 566,587
Common partnership interests (89,662) (100,682) (299,211) (159,056)
------------- ------------- ------------ -------------
Net loss (174,633) (456,822) (859,811) (721,685)
------------- ------------- ------------ -------------
Distributions to preferred shareholders 232,376 - 464,751 -
Accretion to preferred shareholders - - 33,144 -
------------- ------------- ------------ -------------
Net loss available to common shareholders' $ (407,009) $ (456,822) $(1,357,706) $ (721,685)
============= ============= ============ =============
NET LOSS PER SHARE - BASIC $ (0.37) $ (0.42) $ (1.23) $ (0.66)
============= ============= ============ =============
NET LOSS PER SHARE - DILUTED $ (0.37) $ (0.42) $ (1.23) $ (0.66)
============= ============= ============ =============
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 1,100,490 1,100,499 1,100,491 1,100,504
============= ============= ============ =============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 1,343,036 1,343,045 1,343,037 1,343,050
============= ============= ============ =============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
For the nine months
ended September 30,
2000 1999
-------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (859,811) $ (721,685)
-------------- -----------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,692,641 1,156,428
Amortization of deferred financing costs 44,175 35,361
Equity in loss of unconsolidated Joint Venture 149,597 74,790
Minority interests in Operating Partnership:
Preferred partnership interests 336,758 566,587
Common partnership interests (299,211) (159,056)
Distributions to common unitholders - (12,127)
Distributions to preferred unitholders (697,125) (158,591)
Changes in assets and liabilities, net of the effect
of real estate assets acquired
Restricted cash (48,688) (411,220)
Receivable from Joint Venture 13,983 -
Receivables and other assets (25,349) (194,470)
Capitalized leasing costs - (12,213)
Accounts payable and accrued liabilities (133,093) 442,603
------------ -----------
Total adjustments 1,033,688 1,328,092
------------ -----------
Net cash provided by operating activities 173,877 606,407
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate assets - (6,066,073)
Capital expenditures (198,083) (297,196)
Investment in unconsolidated Joint Venture - (1,705,100)
Acquisition advances from Joint Venture - 363,837
Distributions from Joint Venture 10,000 15,760
------------ -----------
Net cash used in investing activities (188,083) (7,688,772)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs (20,000) (29,242)
Net proceeds (repayments) from/to line of credit 149,990 (1,024,000)
Principal repayments on mortgage notes payable (246,891) (178,730)
Purchase of retired shares (28) (3)
Proceeds from issuance of preferred partnership interests - 8,450,000
Distributions to preferred shareholders (232,376) -
Distributions to shareholders - (55,021)
------------ -----------
Net cash provided (used) by financing activities (349,305) 7,163,004
------------ -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (363,511) 80,639
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 916,215 158,302
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 552,704 $ 238,941
============ ===========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the three months ended September 30, 2000
(unaudited)
Series A Additional Total
Convertible paid in Accumulated Shareholders'
Preferred Shares capital deficit equity
--------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999 $ - $ 3,295,998 $ (2,288,381) $ 1,007,617
Net loss - - (1,357,706) (1,357,706)
Conversion of preferred units to
preferred shares 8,867,529 8,867,529
Retirement of shares - (28) - (28)
Distributions Common - - - -
--------------- ------------- -------------- ------------------
BALANCE AT SEPTEMBER 30, 2000 $ 8,867,529 $ 3,295,970 $ (3,646,087) $ 8,517,412
=============== ============= ============== ==================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
September 30, 2000
NOTE 1 - BUSINESS AND ORGANIZATION
----------------------------------
Vinings Investment Properties Trust ("Vinings" or the "Trust") was
organized on December 7, 1984 as a mortgage real estate investment
trust ("REIT") whose original plan was to liquidate within
approximately ten years. On February 28, 1996, Vinings Investment
Properties, Inc. completed a tender offer to acquire control of the
Trust in order to rebuild Vinings assets by expanding into the
multifamily real estate markets through the acquisition of garden style
apartment communities that are leased to middle-income residents.
Effective July 1, 2000, Vinings no longer qualifies as a REIT for
federal income tax purposes and will be taxed as a corporation (See
Note 2).
Vinings currently conducts all of its operations through Vinings
Investment Properties, L.P. (the "Operating Partnership"), a Delaware
limited partnership. As of September 30, 2000, the Trust was the sole
1% general partner and an 92.72% limited partner in the Operating
Partnership, controlling 80.94% of the common partnership interests and
100% of the preferred partnership interests (See Note 5).
On April 29, 1999, the Operating Partnership offered, in a private
transaction pursuant to a Securities Purchase Agreement (the "Purchase
Agreement"), Series A Convertible Preferred Partnership interests (the
"Preferred Units"), the proceeds from which were used to acquire
thirteen multifamily communities (collectively, the "Portfolio
Properties") from seventeen limited partnerships and limited liability
companies. Eight of the Portfolio Properties were purchased through
subsidiary partnerships of the Operating Partnership. The remaining
Portfolio Properties were purchased through a joint venture structure.
Effective April 1, 2000, 100% of the 1,988,235 Preferred Units were
converted to Series A Convertible Preferred Shares of the Trust (the
"Preferred Shares") with the same rights, preferences and privileges as
the Preferred Units (See Note 5).
Vinings currently owns, through wholly-owned subsidiaries, ten
apartment communities totaling 1,520 units and a 75,000 square foot,
single story business park. In addition, Vinings holds a 20% interest
in and is the general partner of an unconsolidated joint venture, which
owns through subsidiary partnerships five additional apartment
communities totaling 968 units (See Note 4). At September 30, 2000, the
average occupancy of Vinings' portfolio, including the communities held
by the unconsolidated joint venture, was 92%.
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Basis of Presentation
---------------------
The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles and with the instructions
to Form 10-Q and Article 10 of Regulation S-X.
The accompanying consolidated financial statements of Vinings include
the consolidated accounts of the Trust and its subsidiaries. All
significant intercompany balances and transactions have been eliminated
in consolidation. Vinings accounts for its investment in the
unconsolidated joint venture using the equity method of accounting. The
term "Vinings" or "Trust" hereinafter refers to Vinings Investment
Properties Trust and its subsidiaries, including the Operating
Partnership.
The minority interests of the common unitholders in the Operating
Partnership (the "Common Units") reflected on the accompanying balance
sheets are calculated based on the common unitholders' minority
interest ownership percentage as compared to the total common
unitholders' interest (18.06% as of September 30, 2000) multiplied by
the Operating Partnership's net assets. The minority interests of the
preferred unitholders at December 31, 1999 on the accompanying balance
sheet represents cash contributed of $8,450,000 in exchange for those
units and the accrued liquidation preference of $0.21 per Preferred
Unit ($280,003 at December 31, 1999). The Preferred Units were
exchanged for Preferred Shares effective April 1, 2000 and are
reflected on the accompanying balance sheet as the cash contributed and
the accrued liquidation preference of $0.21 per Preferred Share
($417,529 at September 30, 2000).
The minority interests of the common unitholders in the income or loss
of the Operating Partnership on the accompanying statements of
operations is calculated based on the weighted average minority
interest ownership percentage (approximately 18% for all periods
presented) multiplied by income (loss) before minority interests after
subtracting income allocated to the preferred partnership interests.
The minority interests of the preferred unitholders on the statements
of operations for the three months ended September 30, 1999 ($336,757)
and for the nine months ended September 30, 1999 and 2000 ($566,587 and
$336,758 respectively) represents the accrued preferred 11% return on
the Preferred Units and the accrued pro rata liquidation preference of
$0.21 per Preferred Unit.
Income Taxes
------------
Prior to June 30, 2000, Vinings had elected to be taxed as a REIT under
the Internal Revenue Code of 1986, as amended (the "Code"). As a
result, Vinings was generally not subject to federal income taxation on
that portion of its income that qualified as REIT taxable income to the
extent that Vinings distributed at least 95% of its taxable income to
its shareholders and satisfied certain other requirements. Effective
July 1, 2000, Vinings no longer qualifies as a REIT for federal income
tax purposes and will be taxed as a corporation. The Trust, however is
not currently generating taxable income and accordingly, no provisions
for federal income taxes and deferred income taxes have been included
in the accompanying consolidated financial statements.
<PAGE>
Cash and Cash Equivalents
-------------------------
Vinings considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Restricted Cash
---------------
Restricted cash consists of real estate tax, insurance and replacement
reserve escrows held by mortgagees, which are funded monthly from
property operations and released solely for the purpose for which they
were established. Restricted cash also includes security deposits
collected and held on behalf of the residents and tenants.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Real Estate Assets
------------------
Real estate assets are stated at depreciated cost less reductions for
impairment, if any. In identifying potential impairment, management
considers such factors as declines in a property's operating
performance or market value, a change in use, or adverse changes in
general market conditions. In determining whether an asset is impaired,
management estimates the future cash flows expected to be generated
from the asset's use and its eventual disposition. If the sum of these
estimated future cash flows on an undiscounted basis is less than the
asset's carrying cost, the asset is written down to its fair value. In
management's opinion, there has been no impairment of Vinings' real
estate assets as of September 30, 2000.
Ordinary repairs and maintenance are expensed as incurred. Major
improvements and replacements are capitalized and depreciated over
their estimated useful lives when they extend the useful life, increase
capacity or improve efficiency of the related asset. Depreciation is
computed on a straight-line basis over the useful lives of the real
estate assets (buildings and improvements, 5-40 years; furniture,
fixtures and equipment, 3-7 years; and tenant improvements, generally
over the life of the related lease).
Revenue Recognition
-------------------
All leases are classified as operating leases and rental income is
recognized when earned, which materially approximates revenue
recognition on a straight-line basis.
Deferred Financing Costs and Amortization
-----------------------------------------
Deferred financing costs include fees and costs incurred to obtain
financing and are capitalized and amortized over the term of the
related debt.
<PAGE>
Net Loss Per Share
------------------
The following is a reconciliation of net loss available to the common
shareholders and the weighted average shares used in Vinings' basic and
diluted net loss per share computations:
<TABLE>
<CAPTION>
For the three months For the nine months
ended September 30, ended September 30,
2000 1999 2000 1999
------------------------------------------------------------
<S> <C> <C> <C> <C>
Net loss - basic $(407,009) $ (456,822) $(1,357,706) $ (721,685)
Minority interests in Operating Partnership:
Preferred partnership interests - - - -
Common partnership interests (89,662) (100,682) (299,211) (159,056)
------------------------------------------------------------
Total minority interest (89,662) (100,682) (299,211) (159,056)
------------------------------------------------------------
Net loss - diluted $(496,671) $ (557,504) $(1,656,917) $ (880,741)
============================================================
Weighted average shares - basic 1,100,490 1,100,499 1,100,491 1,100,504
Dilutive Securities
Weighted average Common Units 242,546 242,546 242,546 242,546
Weighted average Preferred Units/Shares - - - -
Share options - - - -
------------------------------------------------------------
Weighted average shares - diluted 1,343,036 1,343,045 1,343,037 1,343,050
============================================================
</TABLE>
Both common units and preferred units in the Operating Partnership
held by the minority unitholders and preferred shares of the Trust are
redeemable for common shares of beneficial interest of the Trust
("Shares") on a one-for-one basis, or for cash, at the option of the
Trust. For the three months and nine months ended September 30, 1999
and 2000, options to purchase 108,750 shares and 102,750 shares,
respectively, were excluded as the impact of such options was
antidilutive. For the three and nine months ended September 30, 1999
Preferred Units totaling 1,988,235 and for the three and nine months
ended September 30, 2000 Preferred Shares totaling 1,988,235 were also
excluded as the impact of such units was antidilutive.
Recent Accounting Pronouncement
-------------------------------
Vinings adopted Statements of Financial Accounting Standards ("SFAS")
No. 130, "Reporting of Comprehensive Income," during 1998, which
establishes a standard for reporting and display of comprehensive
income and its components. Comprehensive income is the total of net
income and all other nonowner changes in shareholders' equity. As of
September 30, 2000 and 1999, Vinings had no items of other
comprehensive income.
Vinings also adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information," during 1998, which establishes new
standards for disclosure of segment information on the so called
"management approach." The management approach is based on the way that
the chief operating decision maker organizes segments within a company
for making operating decisions and assessing performance. Since
Vinings' real estate portfolio has similar economic characteristics,
customers, products and services, Vinings evaluates the operating
performance of its real estate portfolio as one reportable segment, on
the same basis of presentation for internal and external reporting.
Therefore, no additional segment information is presented herein.
<PAGE>
Reclassifications
-----------------
Certain 1999 financial statement amounts have been reclassified to
conform to the current year presentation.
NOTE 3 - REAL ESTATE ASSETS
---------------------------
On May 1, 1999, Vinings, through its subsidiaries, completed the
acquisition of the Portfolio Properties from seventeen limited
partnerships and limited liability companies. Eight of the Portfolio
Properties (the "Mississippi Properties") were purchased through
subsidiary partnerships of the Operating Partnership. The remaining
Portfolio Properties (the "Joint Venture Properties") were purchased
through a joint venture structure. (See Note 4.)
The Mississippi Properties, totaling 1,064 units, were purchased by
eight individual partnerships in each of which Vinings Holdings, Inc.,
a wholly owned subsidiary of the Trust, owns a .1% general partnership
interest and the Operating Partnership owns a 99.9% limited partnership
interest. The aggregate purchase price for the Mississippi Properties
was $47,665,396 (excluding closing costs), which included the
assumption of debt of approximately $41,693,000 with the balance paid
in cash. The acquisition was funded by the issuance of the Preferred
Units, which effective April 1, 2000 were converted to Preferred Shares
(See Note 5). A total of approximately $749,200 in escrows held by the
mortgagees was also purchased.
In addition Vinings owns, also through subsidiary partnerships of the
Operating Partnership, two additional multifamily communities in the
metropolitan Atlanta area with a total of 1,520 units in ten
communities, as well as a 75,000 square foot business center. All of
the multifamily communities are encumbered by fixed rate mortgage
financing and the business center is security for the line of credit.
NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
---------------------------------------------------
On May 1, 1999, Vinings purchased, through a joint venture structure,
five apartment communities, totaling 968 units (the "Joint Venture
Properties"). The Joint Venture Properties were purchased by nine
individual partnerships in each of which Vinings Holdings, Inc., a
wholly owned subsidiary of the Trust, owns a .1% general partnership
interest and Vinings/CMS Master Partnership, L.P. (collectively, the
"Joint Venture"), a Delaware limited partnership, owns a 99.9% limited
partnership interest. The Operating Partnership has a .1% general
partner interest and a 19.98% limited partner interest in the Joint
Venture, for which it paid $1,705,100. This investment was funded by
the issuance of the Preferred Units, which effective April 1, 2000 were
converted to Preferred Shares (See Note 5). The remaining limited
partnership interests in the Joint Venture are held by an unaffiliated
third party. The Joint Venture was formed on March 22, 1999, primarily
to acquire the limited partner interest in limited partnerships that
acquire, operate, manage, hold and sell certain real property,
specifically the Joint Venture Properties. The aggregate purchase price
paid by the property partnerships for the Joint Venture Properties was
$46,634,603 (excluding closing costs), which included the assumption of
approximately $39,265,000 of debt with the balance paid in cash. A
total of approximately $716,400 in escrows held by the mortgagees was
also purchased.
Vinings accounts for its investment in the Joint Venture using the
equity method of accounting. The following is a summary of the results
of operations of the Joint Venture and Vinings' share of the equity in
the loss from the Joint Venture for the three months and nine months
ended September 30, 2000:
<PAGE>
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30, 2000 September 30, 2000
----------------------- -----------------------
<S> <C> <C>
Revenues $1,760,736 $5,149,450
Expenses:
Property operating and maintenance 715,011 2,129,164
General and administrative 11,897 37,558
Depreciation and amortization 380,730 1,136,201
Interest expense 867,382 2,594,512
----------------------- -----------------------
Total Expenses 1,975,020 5,897,435
----------------------- -----------------------
Net loss (214,284) (747,985)
Vinings' equity percentage 20% 20%
----------------------- -----------------------
Vinings' equity in loss of unconsolidated Joint Venture $ (42,857) $ (149,597)
======================= =======================
Distributions received by Vinings from Joint Venture $ 10,000 $ 10,000
======================= =======================
Cash flows provided by operating activities $ 207,781
=======================
Cash flows used in investing activities $ (137,144)
=======================
Cash flows used in financing activities $ (213,507)
=======================
</TABLE>
The following summarizes the balance sheet of the Joint Venture as of
September 30, 2000:
<TABLE>
<S> <C>
Real estates assets, net of accumulated depreciation $45,218,659
Cash and other assets 1,788,726
----------------
Total assets $47,007,385
================
Mortgage notes payable $38,982,330
Other liabilities 1,063,569
----------------
Total liabilities 40,045,899
----------------
Capital - Vinings 1,392,377
Capital - Other 5,569,109
----------------
Total capital 6,961,486
----------------
Total liabilities and capital $47,007,385
================
</TABLE>
Mortgage notes payable held by the Joint Venture are non-recourse fixed
rate notes secured by the individual properties. All of the notes
except one are insured by the U.S. Department of Housing and Urban
Development ("HUD") and, therefore, distributions from the properties
are subject to "surplus cash" as defined by HUD. The maturity dates of
the notes payable range from June 2007 to November 2037 and interest
rates range from 8.00% to 8.75%.
<PAGE>
NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS
----------------------------------------------------------------
On April 29, 1999, the Operating Partnership offered in a private
transaction Preferred Units pursuant to the Purchase Agreement. A total
of 1,988,235 Preferred Units were issued for an aggregate purchase
price of $8,450,000. The Operating Partnership used the proceeds of the
sales of the Preferred Units to pay the cash consideration for the
Operating Partnership's interests in the property partnerships that
acquired the Mississippi Properties, and its interest in the Joint
Venture. (See Notes 3 and 4.)
Effective April 1, 2000, Vinings converted all of the Preferred Units
to Preferred Shares, which have the same rights, preferences and
privileges as the Preferred Units. The holders of Preferred Shares are
entitled to receive cumulative preferential cash distributions at the
per annum rate of $0.4675 per Preferred Share. Upon the occurrence of
certain triggering events, the holders of Preferred Shares are entitled
to receive, in addition to an amount equal to any accumulated and
unpaid distributions on such holder's Preferred Shares, a liquidation
preference of $4.46 per Preferred Share.
Under certain circumstances, the holders of Preferred Shares may
convert any part or all of such Preferred Shares into common shares. In
lieu of converting Preferred Shares into common shares, the Trust, in
its sole discretion, may satisfy its conversion obligations through
certain cash payments, as further set forth in the Declaration of
Trust.
Generally, the holders of Preferred Shares do not have the right to
vote on any matter on which any of the holders of common shares may
vote. The holders of Preferred Shares do, however, have the right to
vote as a separate class of shareholders on certain transactions
including, without limitation, certain authorizations and issuances of
preferred shares designated as ranking senior to the Preferred Shares,
certain amendments to the Declaration of Trust, and certain sales or
other dispositions of assets of the Trust or the Operating Partnership,
certain mergers or consolidations of the Trust or the Operating
Partnership, and transactions that result in the liquidation of the
Trust or the Operating Partnership.
As of September 30, 2000, a total of 1,988,235 Preferred Shares were
outstanding. In addition, as of September 30, 2000 a total of $417,529
had been accrued as a liquidation preference on the Preferred Shares.
<PAGE>
NOTE 6 - NOTES PAYABLE
----------------------
Mortgage Notes Payable
----------------------
Mortgage notes payable were secured by the following apartment
communities at September 30, 2000 and December 31, 1999, as follows:
<TABLE>
<CAPTION>
Fixed interest rate Balance as of: Balance as of:
Maturity as of 9/30/00 9/30/00 12/31/99
-------------------- ---------------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Cottonwood 10/01/2036 8.875% $ 4,671,026 $ 4,683,888
Delta Bluff 08/01/2036 9.25 % 6,187,924 6,203,591
Foxgate I 06/01/2037 8.50 % 6,579,697 6,598,549
Hampton House 08/01/2037 8.50 % 5,154,069 5,169,167
Heritage Place 10/01/2036 8.75 % 3,132,948 3,141,865
Northwood 06/01/2034 8.75 % 4,467,120 4,482,862
River Pointe 01/01/2037 8.625% 5,964,335 5,981,475
Trace Ridge 07/01/2036 8.50 % 5,313,610 5,330,125
The Thicket 07/01/2003 9.04 % 7,149,962 7,200,487
Windrush 07/01/2024 7.50 % 6,207,341 6,282,914
----------------- -------------------
Total $54,828,032 $55,074,923
================= ===================
</TABLE>
All of the notes except The Thicket are insured by HUD and, therefore,
distributions from the properties are subject to "surplus cash" as
defined by HUD.
Scheduled maturities of the mortgage notes payable as of September 30,
2000 are as follows:
2000 $ 85,823
2001 361,792
2002 393,425
2003 7,314,761
2004 367,596
Thereafter 46,304,635
---------------
Total $54,828,032
===============
Line of Credit
--------------
On April 27, 1999 Vinings obtained a line of credit in the amount of
$2,000,000 from a financial institution. The line of credit is secured
by Peachtree Business Center. The interest rate on the line of credit
is one percent over prime as posted in The Wall Street Journal, which
was 9.50% at September 30, 2000. The principal balance of the line of
credit as of September 30, 2000 and December 31, 1999 was $1,864,990
and $1,715,000, respectively. The line of credit expired on April 27,
2000 and was renewed until April 30, 2001.
<PAGE>
NOTE 7 - RELATED PARTY TRANSACTIONS
-----------------------------------
On January 1, 1999, Vinings entered into management agreements with VIP
Management, LLC ("VIP"), an affiliate of the officers, who are also
Trustees of Vinings, to provide property management services for a fee
equal to varying percentages ranging from three and one half to six
percent of gross revenues, plus a fee for data processing. Effective
January 1, 2000, the management fee percentages were reduced to three
and one half percent on all of the multifamily communities. Prior to
January 1, 1999, Vinings had entered into management agreements with
Vinings Properties, Inc., also an affiliate of the officers of Vinings,
to provide property management services on substantially the same terms
as the current agreements. In addition, as a commitment to the
rebuilding of Vinings, prior to 1998 The Vinings Group, Inc., the
parent corporation of Vinings Properties, Inc. (collectively with VIP,
"The Vinings Group"), provided numerous services at no cost to Vinings
relating to administration, acquisition, and capital and asset advisory
services. Certain direct costs paid on Vinings' behalf were reimbursed
to The Vinings Group. Beginning January 1, 1998, The Vinings Group has
charged Vinings for certain overhead charges. Beginning August 1, 1999,
the Trust has also paid for its pro-rata share of rent, administrative
and other overhead charges, which includes reimbursing The Vinings
Group for a pro-rata portion of salaries and benefits for the officers
and other employees providing services to Vinings. Effective July 1,
2000, Vinings restructured its relationship with VIP who will
administer the Trust for an advisory fee equal to 1 1/2% of gross
revenues, including the revenues from the Joint Venture Properties. The
advisory fee is in lieu of reimbursing VIP for all overhead, salaries
and other indirect costs attributable to the Trust's operations.
The following table reflects payments made to The Vinings Group:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------ -----------------------------
2000 1999 2000 1999
------------- ---------- ------------- -----------
VININGS
<S> <C> <C> <C> <C>
Management fees $105,234 $126,036 $314,240 $281,497
Data processing fees 16,416 14,288 49,248 36,480
Overhead reimbursements - 90,565 189,219 197,065
Advisory fee 70,909 - 70,909 -
------------- ---------- ------------- -----------
Total $192,559 $230,889 $623,616 $515,042
============= ========== ============= ===========
JOINT VENTURE
Management fees $ 75,290 $ 77,400 $217,970 $126,036
Data processing fees 14,520 14,520 43,560 24,200
------------- ---------- ------------- -----------
Total $ 89,810 $ 91,920 $261,530 $150,236
============= ========== ============= ===========
</TABLE>
On February 4, 1999, one of the independent Trustees purchased the
Trust's line of credit, which expired on December 28, 1998 and Vinings
paid interest to the Trustee monthly at the annual rate of 8.50%
through April 27, 1999, at which time the Trustee was repaid in full.
<PAGE>
In connection with the acquisition of the Portfolio Properties on May
1, 1999, MFI Realty, Inc., an affiliate of the officers of Vinings,
received fees totaling $400,276 of which $167,103 was paid by the
Operating Partnership and $233,173 was paid by the Joint Venture.
Effective March 1, 2000, 628,927 shares of Vinings were purchased in a
privately negotiated transaction by the Officers, one of their
affiliates and an affiliate of one of the Trustees from a limited
number of shareholders, which included three of the Trustees and
certain of their affiliates (the "Stock Transaction"). In connection
with the Stock Transaction, the three selling Trustees -- James D.
Ross, Martin H. Petersen and Gilbert H. Watts, Jr. -- resigned from the
Board of Trustees.
On March 15, 2000, the Board of Trustees voted to waive the ownership
limitations in Vinings' Declaration of Trust with respect to
shareholders acquiring shares in the Stock Transaction, as well as with
respect to certain holders of Preferred Shares.
NOTE 8 - DISTRIBUTIONS
----------------------
Vinings has not declared or paid any common dividends during the three
and nine months ended September 30, 2000. Vinings declared two common
dividends of five cents per share each, which were paid September 1,
1999 and December 8, 1999, respectively to shareholders of record on
August 16, 1999 and November 26, 1999, respectively. For federal income
tax purposes these distributions represented a return of capital.
Effective April 1, 2000, Vinings converted all of the Preferred Units
to Preferred Shares. (See Note 5). The holders of Preferred Shares are
entitled to receive cumulative preferential cash distributions at the
per annum rate of $0.4675 per Preferred Share. For the nine months
ended September 30, 2000, Vinings paid distributions totaling $232,376
to Preferred Shareholders.
NOTE 9 - LEASING ACTIVITY
-------------------------
The following is a schedule of future minimum rents due under operating
leases that have initial or remaining noncancellable lease terms in
excess of one year as of September 30, 2000, at Peachtree:
2000 $96,549
2001 386,175
2002 148,236
----------
Total $630,960
==========
One tenant generated 48% of Peachtree's revenues for the period ended
September 30, 2000. The same tenant accounts for 76% of the future
minimum lease payments.
<PAGE>
NOTE 10 - CONTINGENCIES
-----------------------
Vinings is, from time to time, subject to various claims that arise in
the ordinary course of business. These matters are generally covered by
insurance. While the resolution of these matters cannot be predicted
with certainty, management believes that the final outcome of such
matters will not have a material adverse effect on the financial
position or results of operations of Vinings.
NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION
--------------------------------------------
Vinings paid interest of $3,699,141 and $2,453,449 for the nine months
ended September 30, 2000 and 1999, respectively.
NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------
Based on interest rates and other pertinent information available to
Vinings as of September 30, 2000 and December 31, 1999 the Trust
estimates that the carrying value of cash and cash equivalents, the
mortgage notes payable, the line of credit, and other liabilities
approximate their fair values when compared to instruments of similar
type, terms and maturity.
Disclosure about fair value of financial instruments is based on
pertinent information available to management as of September 30, 2000
and December 31, 1999. Although management is not aware of any factors
that would significantly affect its estimated fair value amounts, such
amounts have not been comprehensively revalued for purposes of these
financial statements since September 30, 2000.
NOTE 13 - 1997 STOCK OPTION AND INCENTIVE PLAN
----------------------------------------------
Vinings' 1997 Stock Option and Incentive Plan (the "Plan") provides
incentives to officers, employees, Trustees, and other key persons
including the grant of share options, share appreciation rights,
restricted and unrestricted share awards, performance share awards, and
dividend equivalent rights. Under the Plan, the maximum number of
shares that may be reserved and available for issuance is 10% of the
total number of outstanding shares at any time plus 10% of the number
of Units outstanding at any time that are subject to redemption rights.
As of September 30, 2000, the total number of shares authorized for
issuance under the Plan was 132,305. Options granted under the Plan
expire ten years from the date of grant.
During 1998 and 1997, Vinings granted non-qualified share options to
the officers, Trustees and certain key persons. The options were vested
in full after one year from the date of the grant. A total of 26,000
options were granted in 1997, which have an exercise price of $5.00 per
share as compared to a fair value of $4.56 per share on the date of the
grant. Of the options granted in 1998, 75,250 have an exercise price of
$4.00 per share as compared to a fair value of $3.63 on the date of the
grant and 1,500 have an exercise price of $4.75 per share, which was
equal to the fair value on the date of grant. There were no options
granted during 1999 or 2000.
On July 1, 1998, Vinings awarded 20,000 shares of restricted stock to
the officers and certain trustees (the "Restricted Stock"),
representing a total value of $80,000 (based on the fair market value
of a share of the Trust on the award date) which was reflected in
compensation expense and shareholders' equity in 1998. The Restricted
Stock was awarded as compensation for services to the Trust provided by
such officers and trustees as well as by The Vinings Group.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------
Overview
--------
Vinings Investment Properties Trust ("Vinings" or the "Trust") was organized on
December 7, 1984 as a mortgage real estate investment trust ("REIT") whose
original plan was to liquidate within approximately ten years. On February 28,
1996, Vinings Investment Properties, Inc. completed a tender offer to acquire
control of the Trust in order to rebuild Vinings' assets by expanding into the
multifamily real estate markets through the acquisition of garden style
apartment communities that are leased to middle-income residents. Effective July
1, 2000 Vinings no longer qualifies as a REIT for federal income tax purposes
and will be taxed as a corporation. (See Note 2 to Vinings' September 30, 2000
consolidated financial statements.)
Vinings currently conducts all of its operations through Vinings Investment
Properties, L.P. (the "Operating Partnership"), a Delaware limited partnership.
As of September 30, 2000, the Trust was the sole 1% general partner and an
92.72% limited partner in the Operating Partnership, controlling 80.94% of the
common partnership interests and 100% of the preferred partnership interests
(See Note 5 to Vinings' September 30, 2000 consolidated financial statements.)
The following discussion and analysis of the financial condition and results of
operations should be read in conjunction with the accompanying consolidated
financial statements of Vinings and the notes thereto.
Results of Operations
---------------------
Rental and other property revenues decreased $105,297 or 3%, from $3,061,123 for
the three months ended September 30, 1999 to $2,955,826 for the same period in
2000. This decrease is due primarily to an increase in vacancy loss of
approximately 2%. Rental and other property revenues increased $2,419,326 or
38%, from $6,375,712 for the nine months ended September 30, 1999 to $8,795,038
for the same period in 2000. This increase is due primarily to the revenues
generated in connection with the Trust's ownership of the Mississippi Properties
for the nine months ended September 30, 2000, as compared to only five months
during the same period in 1999.
Other income increased $11,703 or 240%, from $4,867 for the three months ended
September 30, 1999 to $16,570 for the same period in 2000, and $20,864 or 90%
from $23,137 for the nine months ended September 30, 1999 to $44,001 for the
same period in 2000. This increase is due to interest earned on cash balances.
Property operating and maintenance expense increased $21,171 or 2%, from
$1,173,329 for the three months ended September 30, 1999 to $1,194,500 for the
same period in 2000, and increased $985,236 or 41%, from $2,417,411 for the nine
months ended September 30, 1999 to $3,402,647 for the same period in 2000. For
the three months ended September 30, 2000, this increase is due primarily to an
increase in real estate taxes on one of the Mississippi Properties. For the nine
months ended September 30, 2000, this increase is due primarily to expenses
generated in connection with the Trusts' ownership of the Mississippi Properties
for the nine months in 2000, as compared to only five months during the same
period in 1999, which was offset by a decrease in management fee expense
relating to Windrush and Thicket.
<PAGE>
Depreciation and amortization increased by $2,141, or .4%, from $562,557 for the
three months ended September 30, 1999 to $564,698 for the same period in 2000,
and $536,213 or 46 % from $1,156,428 for the nine months ended September 30,
1999 to $1,692,641 for the same period in 2000. This increase for the nine
months ended September 30, 2000 is due primarily to depreciation generated in
connection with the Trusts' ownership of the Mississippi Properties for nine
months in 2000, as compared to only five months during the same period in 1999.
There was a slight increase in Windrush and Thicket's depreciation due to
additional capital expenditures.
Amortization of deferred financing costs decreased by $3,560, or 24%, from
$15,036 for the three months ended September 30, 1999 to $11,476 for the same
period in 2000, and increased $8,814 or 25%, from $35,361 for the nine months
ended September 30, 1999 to $44,175 for the same period in 2000. The increase
for the nine months ended September 30, 2000 is due to costs incurred in
connection with the refinancing of the line of credit.
Interest expense increased $26,340, or 2%, from $1,270,653 for the three months
ended September 30, 1999 to $1,296,993 for the same period in 2000, and
$1,321,112 or 52% from $2,559,036 for the nine months ended September 30, 1999
to $3,880,148 for the same period in 2000. For the three months ended September
30, 2000, this increase is due to rising interest rates on the line of credit.
For the nine months ended September 30, 2000, this increase is due primarily to
the mortgage interest generated in connection with the Trusts' ownership of the
Mississippi Properties for nine months in 2000, as compared to only five months
during the same period in 1999, as well as rising interest rates on the line of
credit.
General and administrative expense decreased $81,973, or 39%, from $208,140 for
the three months ended September 30, 1999 to $126,167 for the same period in
2000, and increased $22,118 or 5%, from $469,977 for the nine months ended
September 30, 1999 to $492,095 for the same period in 2000. For the three months
ended September 30, 2000, this decrease consists of (1) overhead allocations
paid to The Vinings Group totaling $90,565, which was offset by an increase in
the advisory fee totaling $70,909; (2) professional fees totaling $29,276; (3)
office expense totaling $15,375; (4) corporate communications expense totaling
$7,126; (5) travel expense totaling $4,211; and (6) trustee expense totaling
$3,810. The increase for the nine months ending September 30, 2000 consists of:
(1) advisory fees paid to The Vinings Group totaling $70,909 offset by a
decrease in overhead allocations totaling $7,846; and (2) office expense
totaling $5,695. This increase is offset by the following decreases: (1)
professional fees totaling $14,683; (2) trustee expense totaling $14,586; (3)
corporate communications expense totaling $13,378; and (4) travel expense
totaling $4,044.
<PAGE>
Liquidity and Capital Resources
-------------------------------
Net cash of $173,877 was provided by operating activities for the nine months
ended September 30, 2000 as compared to $606,407 for the nine months ended
September 30, 1999. This change is due primarily to the increased distributions
paid to the holders of Preferred Units made by the Operating Partnership. The
distributions paid during 2000 were for the period from July 1, 1999 to March
31, 2000, while the distribution made during 1999 was for the period from April
1, 1999 to June 30, 1999.
Net cash of $188,083 was used in investing activities for the nine months ended
September 30, 2000 as compared to net cash of $7,688,772 used in investing
activities for the nine months ended September 30, 1999. The cash used during
1999 was due primarily to the purchase of the Mississippi Properties and the
investment in the Joint Venture in May, 1999 and higher capital expenditures for
the first nine months of 1999.
Net cash of $349,305was used by financing activities for the nine months ended
September 30, 2000 as compared to net cash of $7,163,004 provided by financing
activities for the same period in 1999. The cash used by financing activities
for the nine months ended September 30, 2000 is due primarily to: (1) principal
payments made on mortgage notes payable totaling $246,891; (2) deferred
financing costs on the line of credit totaling $20,000; and (3) distributions
paid to preferred shareholders totaling $232,376. These uses wereoffset by a
draw of $149,990 on the line of credit. The cash provided by financing
activities for the nine months ended September 30, 1999 is due primarily to
proceeds of $8,450,000 from the issuance of preferred partnership interests
which was offset by: (1) $1,024,000 pay down on the line of credit; (2) $29,242
deferred financing costs relating primarily to the line of credit; (3) $178,730
repayments on mortgage notes payable; and (4) $55,021 distributed to common
shareholders.
The cash held by Vinings at September 30, 2000, plus the cash flow from Vinings'
assets, including the investment in the Joint Venture, is expected to provide
sources of liquidity to allow Vinings to meet current operating obligations
excluding the distributions to the preferred shareholders. While Vinings has
been able to pay currently the preferred distributions from the Trust's cash
flow, Vinings may not have sufficient cash flow from operations to make future
distributions on the Preferred Shares without drawing on the line of credit.
This is due to a slight decline in occupancy at the Mississippi Properties and
the less than anticipated distributions from the Joint Venture. However, Vinings
continues its efforts to increase revenues as well as decrease its general and
administrative expenses. There can be no assurance however, that sufficient cash
flow will be generated from the Trust's operations. In addition, management
plans to continue ongoing discussions with capital sources, both public and
private, as well as explore financing alternatives, so as to allow the Trust to
continue to grow its income producing investments.
Other Matters
-------------
This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the forward-looking statements. Certain factors that might cause such a
difference include the following: the inability of Vinings to identify
properties for acquisition; the inability of Vinings to continue to acquire
properties in the future; the less than satisfactory performance of any property
that might be acquired by Vinings; the inability to access the capital markets
in order to fund Vinings' growth and expansion strategy; the cyclical nature of
the real estate market generally and locally in Georgia, Mississippi and the
surrounding southeastern states; the national economic climate; the local
economic climate in Georgia, Mississippi and the surrounding southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding southeastern states; and the ability of Vinings to generate
sufficient cash flow to pay the entire preferred distribution. There can be no
assurance that, as a result of the foregoing factors, Vinings' growth and
expansion strategy will be successful or that the business and operations of
Vinings will not be adversely affected thereby.
<PAGE>
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
Vinings is exposed to market risk from changes in interest rates, which may
adversely affect its financial position, results of operations and cash flows.
In seeking to minimize the risks from interest rate fluctuations, Vinings
manages exposures through its regular operating and financing activities.
Vinings does not use financial instruments for trading or other speculative
purposes. Vinings is exposed to interest rate risk primarily through its
borrowing activities, which are described in Note 6 to Vinings' September 30,
2000 Consolidated Financial Statements. All of Vinings' borrowings are under
fixed rate instruments, except the line of credit, which is at prime plus 1%.
However, Vinings has determined that there is no material market risk exposure
to its consolidated financial position, results of operations or cash flows due
to changes in interest rates because of the fixed rate nature of its long-term
debt.
The following table presents principal reductions and related weighted average
interest rates by year of expected maturity for Vinings' debt obligations as of
September 30, 2000 and should be read in conjunction with Vinings' December 31,
1999 SEC form 10-K:
<TABLE>
Fair Value
There September 30,
(In Thousands) 2000 2001 2002 2003 2004 -after Total 2000
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Reductions
In Mortgage Notes $ 86 $ 362 $393 $7,315 $367 $ 46,305 $54,828 $54,828
Average Interest Rates 8.63% 8.63% 8.63% 8.63% 8.63% 8.58% 8.63% 8.63%
Line Of Credit $1,865 - - - - - $ 1,865 $ 1,865
Interest Rate 10.50% - - - - - 10.50% 10.50%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Third Amended and Restated Declaration of Trust of Vinings
effective July 1, 1999 (incorporated by reference to Exhibit 3.1
to Vinings' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, No. 0-13693).
3.2 Seventh Amendment to the Amended and Restated Agreement of
Limited Partnership of Vinings Investment Properties, L.P.
(filed herewith).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K
None.
<PAGE>
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.
Vinings Investment Properties Trust
By: /s/ Stephanie A. Reed
------------------------------
Stephanie A. Reed
Vice President and Treasurer
Dated: November 14, 2000
