AIMCO PROPERTIES LP
8-K, 1998-12-21
OPERATORS OF APARTMENT BUILDINGS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------


                                   FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported)  December 21, 1998
                                                       --------------------



                             AIMCO Properties, L.P.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)


           MARYLAND                    0-24497            84-1275621
- --------------------------------    -------------     -------------------
(State or other jurisdiction of      (Commission       (I.R.S. Employer
incorporation or organization)       File Number)     Identification No.)


   1873 SOUTH BELLAIRE STREET, SUITE 1700, DENVER, CO         80222-4348
- -----------------------------------------------------     -------------------
      (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code           (303) 757-8101
                                                          -------------------



                                 NOT APPLICABLE
          ------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2

Item 5.  OTHER EVENTS

         On November 3, 1998, AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO Properties"), a subsidiary limited partnership of Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), entered
into an Acquisition and Contribution Agreement and Joint Escrow Instructions
with Calhoun Beach Associates II Limited Partnership to acquire a multifamily
residential property located in Minneapolis, Minnesota (the "Property").
Although no assurance can be given, this transaction is scheduled to close in
December, 1998. The purchase price is $77.125 million, consisting of the
assumption of $53.5 million in mortgage indebtedness, with the remaining $23.625
million to be paid $6.0 million in cash, and $17.625 million in limited
partnership units ("OP Units") in AIMCO Properties, of which $8.625 million are
common OP Units, and $9.0 million are preferred OP Units. The Property consists
of two main buildings, one containing 76 units, and a second containing 275
units which was completed as of November, 1998. The Property also contains
approximately 65,000 square feet of commercial space.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a) Financial Statements of Businesses Acquired 

         Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments for the year ended December 31, 1997 and the nine
months ended September 30, 1998 (unaudited), together with the Independent
Auditors' Report (included as Exhibit 99.1 to this Report and incorporated
herein by this reference).

         (b) Pro Forma Information

         The required pro forma financial information is included as Exhibit
99.2 to this Report and incorporated herein by this reference.

                                                                               2
<PAGE>   3


(c) Exhibits

         The following exhibits are filed with this report:


<TABLE>
<CAPTION>
Exhibit
Number   Description
- -------- -----------
<S>      <C>                       
 99.1    Historical Summary of Gross Income and Direct Operating Expenses of 
         Calhoun Beach Club Apartments for the year ended December 31, 1997, and
         the nine months ended September 30, 1998 (unaudited), together with the
         Independent Auditors' Report.

 99.2    Pro Forma Financial Information of Apartment Investment and Management
         Company.

</TABLE>


                                                                               3
<PAGE>   4



                                     SIGNATURE

         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.


                                        AIMCO Properties, L.P.

                                        By:  AIMCO-GP, Inc.
                                             its General Partner


Date:  December 21, 1998                By: /s/ Troy Butts
                                            ---------------------------------
                                            Troy Butts
                                            Senior Vice President,
                                            Chief Financial Officer



                                                                               5
<PAGE>   5



                 EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K



<TABLE>
<CAPTION>
Sequentially
Exhibit                                                           
Number   Description                                              
- -------  -----------                                              
<S>      <C>                                                      
 99.1    Historical Summary of Gross Income and Direct Operating Expenses of 
         Calhoun Beach Club Apartments for the year ended December 31, 1997, and
         the nine months ended September 30, 1998 (unaudited), together with the
         Independent Auditors' Report.

 99.2    Pro Forma Financial Information of Apartment Investment and Management
         Company.

</TABLE>





<PAGE>   1
                                                                   EXHIBIT 99.1

                          Independent Auditors' Report


Board of Directors
Apartment Investment and Management Company

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses of Calhoun Beach Club Apartments as described in  Note 1 for
the year ended December 31, 1997. This Historical Summary is the responsibility
of the management of Calhoun Beach Club Apartments. Our responsibility is to
express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The Historical Summary has been prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion in the Current Report on Form 8-K of Apartment Investment and
Management Company, as described in Note 1 and is not intended to be a complete
presentation of the income and expenses of Calhoun Beach Club Apartments.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses of the Calhoun
Beach Club Apartments, as described in Note 1, for the year ended December 31,
1997, in conformity with generally accepted accounting principles.



                                                         /s/ ERNST & YOUNG LLP





Denver, Colorado
November 10, 1998





                                                                               1
<PAGE>   2
                         Calhoun Beach Club Apartments

                             Historical Summary of
                   Gross Income and Direct Operating Expenses

 
<TABLE>
<CAPTION>
                                                            NINE MONTHS          YEAR          
                                                               ENDED             ENDED         
                                                           SEPTEMBER 30,       DECEMBER 31,    
                                                               1998               1997         
                                                         -----------------   ----------------  
                                                            (UNAUDITED)
<S>                                                      <C>                 <C>               
Gross Income
        Rental income                                    $     785,367       $   967,038       
        Rental income - related party                          688,628           865,540
        Other income                                            34,148            33,575       
                                                         -------------       -----------       
        Total gross income                                   1,508,143         1,866,153       

Direct Operating Expenses
        Repairs and maintenance                                282,433           245,281
        Utilities                                              176,437           246,029       
        General and administrative                             281,440           176,346
        Real estate taxes                                      151,831           203,025       
        Management fees                                         58,209            71,361       
                                                         -------------       -----------       
        Total direct operating expenses                        950,350           942,042       
                                                         -------------       -----------       
Excess of gross income over direct operating expenses    $     557,793       $   924,111       
                                                         =============       ===========       
</TABLE>


See accompanying notes

                                                                               2
<PAGE>   3
                         Calhoun Beach Club Apartments
                                        
                  Notes to Historical Summary of Gross Income
                         and Direct Operating Expenses
                                        
                        Year Ended December 31, 1997 and
                Nine Months Ended September 30, 1998 (unaudited)




1. ORGANIZATION AND BASIS OF PRESENTATION

The Calhoun Beach Club Apartments (the "Property") is a mixed-use property
located in Minneapolis, Minnesota which includes a 76-unit residential apartment
community and 67,268 square feet of commercial space currently leased to seven
tenants.

As of November 10, 1998, the Property is under contract to be purchased by
Apartment Investment and Management Company, a publicly traded real estate
investment trust.

The accompanying Historical Summary has been prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission for inclusion in the Current Report on Form 8-K of Apartment
Investment and Management Company.  The Historical Summary is not intended to be
a complete presentation of income and expenses of the Property for the year
ended December 31, 1997, and the nine months ended September 30, 1998, as
certain costs such as depreciation, amortization, interest, and other debt
service costs have been excluded. These costs are not considered to be direct
operating expenses.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the Historical Summary in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts included in the Historical Summary and accompanying
notes thereto. Actual results could differ from those estimates.

REVENUE RECOGNITION

Rental income attributable to residential leases is recorded when due from
residents. Residential leases are for periods of up to one year, with rental
payments due monthly.

<PAGE>   4
                         Calhoun Beach Club Apartments

                  Notes to Historical Summary of Gross Income
                   and Direct Operating Expenses (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Rental income from retail tenants is recognized on a straight-line basis over 
the term of the related lease.  Property operating cost reimbursements due from 
retail tenants for utilities, real estate taxes and other recoverable costs are 
recognized in the period the expenses are incurred.  The remaining term of 
retail tenant leases ranges from one to nine years, with rental payments due 
monthly.

INTERIM UNAUDITED FINANCIAL INFORMATION

The accompanying interim unaudited Historical Summary has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission and was
prepared on the same basis as the Historical Summary for the year ended December
31, 1997. In the opinion of management of the Property, all material
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the information for this interim period have been made. The
excess of combined gross income over direct operating expenses for such interim
period is not necessarily indicative of the excess of gross income over direct
operating expenses for the full year.

3. TRANSACTIONS WITH AFFILIATES

RENTAL INCOME

The Property leases approximately 59,797 square feet of commercial space and 
one apartment unit to various affiliates of the owner of the Property.  The
remaining terms  of the leases range from one to nine years.  Total related
party income  recorded by the Property during 1997 is $865,540.

MANAGEMENT FEES

Twin Town Realty, Inc., an affiliate of the owner of the Property, receives
management fees  relating to the Property.  The management fee is 4% of gross
annual revenue, as  defined in the management agreement.

4. FUTURE MINIMUM RENTAL INCOME

The Property is leased to commercial tenants under operating leases with
expiration dates ranging from one to nine years. Future minimum rentals on
non-cancelable tenant leases at December 31, 1997 are as follows:


<TABLE>
<CAPTION>
                Year                      Amount
                ----                      ------
<S>                                    <C>
                1998                    $  972,283
                1999                       948,372
                2000                       825,050
                2001                       809,400
                2002                       809,400
                Thereafter               1,081,830
                                        ----------
                Total                   $5,446,335
                                        ==========
</TABLE>


<PAGE>   1
                                                                    EXHIBIT 99.2

 

           PRO FORMA FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P.
                   AS OF SEPTEMBER 30, 1998 AND FOR THE YEAR
                        ENDED DECEMBER 31, 1997 AND THE
                      NINE MONTHS ENDED SEPTEMBER 30, 1998

INTRODUCTION
 
On October 1, 1998, Apartment Investment and Management Company ("AIMCO")
completed its merger with Insignia Financial Group ("IFG") ("the IFG Merger").
In the IFG Merger, IFG's common stock was converted into 8,423,751 shares of
Class E Cumulative Convertible Preferred Stock of AIMCO ("Class E Preferred
Stock") whose issue date market value approximately equaled $292 million. In
addition to receiving the same dividends as holders of AIMCO Common Stock,
holders of Class E Preferred Stock will be entitled to a special dividend of
approximately $50 million in the aggregate. When that special dividend is paid
in full, the Class E Preferred Stock will automatically convert into AIMCO
Common Stock on a one-for-one basis, subject to antidilution adjustments, if
any. In addition, AIMCO assumed approximately $411 million in indebtedness and
other liabilities of IFG and its subsidiaries and subsidiaries of AIMCO, assumed
approximately $149.5 million of convertible securities and purchased
approximately $5 million of IFG stock prior to the Merger. AIMCO and Insignia
Properties Trust ("IPT") have entered into an agreement and plan of merger dated
as of October 1, 1998, pursuant to which IPT is to be merged into AIMCO or a
subsidiary of AIMCO (the "IPT Merger"). In the IPT Merger, IPT's common stock
will be converted, at AIMCO's option, into 4,826,745 shares of AIMCO Class A
Common Stock whose market value approximately equaled $152 million or $152
million in cash. AIMCO assumed approximately $68 million in indebtedness. In
connection with the IFG Merger and the IPT Merger, AIMCO will incur
approximately $55 million in transaction costs for a combined transactional
value of approximately $1,183 million. AIMCO will contribute substantially all 
the assets and liabilities of Insignia acquired in the Insignia Merger to AIMCO 
Properties, L.P. (together with its subsidiaries and other controlled 
entities, the "Partnership") (and together with entities in which that 
Partnership has a controlling financial interest, the "Company") in exchange 
for 8,423,751 Class E Preferred Units. The Class E Preferred Units have terms 
substantially the same as the Class E Preferred Stock. In addition, AIMCO will 
contribute substantially all the assets and liabilities of IPT acquired in the 
IPT Merger to the Partnership in exchange for 4,457,765 limited partnership 
units in the Partnership ("OP Units"). In connection with the IFG Merger, the
Partnership assumed property management of approximately 192,000 multifamily
units which consist of general and limited partnership investments in 115,000
units and third party management of 77,000 units. Insignia Properties Trust
("IPT"), which prior to the IFG Merger was a subsidiary of IFG, owns a 32%
weighted average general and limited partnership interest in approximately
51,000 units.
 
Immediately following the IFG Merger, in order to satisfy certain requirements
of the Internal Revenue Code of 1986 (the "Code") applicable to AIMCO's status
as a REIT, AIMCO engaged in a reorganization (the "IFG Reorganization") of the
assets and operations of IFG whereby IFG's operations are being conducted
through corporations (the "Unconsolidated Subsidiaries") in which the
Partnership holds non-voting preferred stock that represents a 95% economic
interest, and certain officers and/or directors of AIMCO hold, directly or
indirectly, all of the voting common stock, representing a 5% economic interest.
As a result of the controlling ownership interest in the Unconsolidated
Subsidiaries held by others, the Partnership accounts for its interest in the
Unconsolidated Subsidiaries on the equity method.

In May and September of 1997, AIMCO directly or indirectly through a subsidiary,
acquired (the "NHP Stock Purchase") an aggregate of 6,930,122 shares of common
stock ("NHP Common Stock") of NHP. On December 8, 1997, AIMCO acquired the
remaining shares of NHP Common Stock in a merger transaction accounted for as a
purchase (the "NHP Merger"). As a result of the NHP Merger, AIMCO issued
6,759,148 shares of AIMCO Common Stock, valued at $180.8 million, and paid $86.5
million in cash. The total cost of the purchase of NHP was $349.5 million. 
Substantially all assets and liabilities of NHP were contributed by AIMCO to 
the Partnership.
 
In June 1997, the Company purchased a group of companies (the "NHP Real Estate
Companies") affiliated with NHP that hold general and limited partnership
interests in partnerships (the "NHP Partnerships") that own 534 conventional and
affordable multifamily apartment properties (the "NHP Properties") containing
87,659 units, a captive insurance subsidiary and certain related assets (the
"NHP Real Estate Acquisition"). The Company paid aggregate consideration of
$54.8 million in cash and warrants that entitle the holders to purchase 399,999
shares of AIMCO Common Stock at an exercise price of $36.00 per share. The
Company engaged in a reorganization (the "NHP Real Estate Reorganization") of
its interests in the NHP Real Estate Companies, which resulted in certain of the
assets of the NHP Real Estate Companies being owned by a limited partnership
(the "Unconsolidated Partnership") in which the Partnership holds 99% limited
partner interest and certain directors and officers of AIMCO directly or
indirectly, hold a 1% general partner interest.
 
Immediately following the NHP Merger, in order to satisfy certain requirements
of the Code applicable to AIMCO's status as a REIT, AIMCO engaged in a
reorganization (the "NHP Reorganization") of the assets and operations of NHP
that resulted in the Master Property Management Agreement being terminated and
NHP's operations being conducted through Unconsolidated Subsidiaries in which
the AIMCO Operating Partnership holds non-voting preferred stock that represents
a 95% economic interest, and


                                       1
<PAGE>   2

certain officers and/or directors of AIMCO hold, directly or indirectly, all of
the voting common stock, representing a 5% economic interest. As a result of the
controlling ownership interest in the Unconsolidated Subsidiaries held by
others, the Partnership accounts for its interest in the Unconsolidated 
Subsidiaries on the equity method.
 
On May 8, 1998, AIMCO completed a merger with Ambassador Apartments, Inc.
("Ambassador"), pursuant to which Ambassador was merged into AIMCO (the
"Ambassador Merger"). Each outstanding share of stock ("Ambassador Common
Stock") of Ambassador, other than those shares held by AIMCO or Ambassador, were
converted into 0.553 (the "Conversion Ratio") shares of AIMCO Common Stock. Any
outstanding options to purchase Ambassador Common Stock were converted, at the
election of the option holder, into cash or options to purchase AIMCO Common
Stock at such options' then current exercise price divided by the Conversion
Ratio. In accordance with the Agreement and Plan of Merger, dated December 23,
1997 and supplemented by letter dated as of March 11, 1998 (the "Ambassador
Merger Agreement"), the outstanding shares of Class A Senior Cumulative
Convertible Preferred Stock of Ambassador, (the "Ambassador Preferred Stock")
were redeemed and converted into Ambassador Common Stock prior to the Ambassador
Merger. Following the consummation of the Ambassador Merger, a subsidiary of the
Partnership was merged with and into the Ambassador Operating Partnership (the
"Ambassador OP Merger"). Each outstanding unit of limited partnership interest
in the Ambassador Operating Partnership was converted into the right to receive
0.553 OP Units, and as a result, the Ambassador Operating Partnership became a
99.9% owned subsidiary partnership of the Partnership.
 
Also during 1997, the Partnership (i) (a) acquired 44 properties for aggregate
purchase consideration of $467.4 million, of which $56 million was paid in the
form of 1.9 million OP Units (b) paid $34.2 million in cash and issued OP Units
valued at $7.3 million in connection with the acquisition of partnership
interests through tender offers in certain partnerships ((a) and (b) together
are the "1997 Property Acquisitions") and (c) paid $19.9 million to acquire
886,600 shares of Ambassador Common Stock (together with the 1997 Property
Acquisitions, the "1997 Acquisitions"); (ii) sold (a) approximately 16,367,000
shares of AIMCO Common Stock for aggregate net proceeds of $513.4 million; (b)
750,000 shares of AIMCO Class B Cumulative Convertible Preferred Stock for net
proceeds of $75 million; and (c) 2,400,000 shares of AIMCO Class C 9%
Cumulative Preferred Stock for net proceeds of $58.1 million; of which all
proceeds were contributed by AIMCO to the Partnership in exchange for 
16,367,000 OP Units, 750,000 Class B Preferred Units, and 2,400,000 Class C
Preferred Units (collectively, the "1997 Stock Offerings"); and (iii) sold five
real estate properties (the "1997 Dispositions").
 
Also during 1998, AIMCO (i) (a) sold 4,200,000 shares of its Class D Cumulative
Preferred Stock for net proceeds of $101.5 million (the "Class D Preferred
Stock Offering"); (b) sold 4,050,000 shares of its Class G Cumulative Preferred
Stock for net proceeds of $98.0 million (the "Class G Preferred Stock
Offering"); (c) sold 2,000,000 shares of its Class H Cumulative Preferred Stock
for net proceeds of $48.1 million (the "Class H Preferred Stock Offering"); and
(d) sold 1,000,000 shares of its Class J Cumulative Convertible Preferred Stock
in a private placement for $100.0 million (the "Class J Preferred Stock
Offering"); of which all proceeds were contributed by AIMCO to the Partnership
in exchange for 4,050,000 Class G Preferred Units, 2,000,000 Class H Preferred
Units and 1,000,000 shares of Class J Preferred Units (collectively, the "1998
Stock Offerings"); (ii) purchased 28 properties for aggregate purchase
consideration of $235 million, of which $34.5 million was paid in the form of
OP Units (the "1998 Acquisitions"); (iii) sold two real estate properties (the
"1998 Dispositions"); and (iv) contracted to purchase three properties for
aggregate purchase consideration of $139.8 million, of which $44.1 million will
be paid in the form of OP units (the "Probable Purchases").
                      

                                       2
<PAGE>   3

PRO FORMA FINANCIAL INFORMATION OF THE PARTNERSHIP
                                                  
The following Pro Forma Consolidated Balance Sheet of the Partnership as of
September 30, 1998 has been prepared as if each of the following transactions
had occurred as of September 30, 1998: (i) the purchase of nine properties for
an aggregate purchase price of $62.5 million; (ii) the Class J Preferred Stock
Offering; (iii) the Probable Purchases; (iv) the IFG Merger; (v) the IPT
Merger; and  (vi) the IFG Reorganization.
 
The following Pro Forma Consolidated Statement of Operations of the Partnership
for the year ended December 31, 1997 has been prepared as if each of the
following transactions had occurred as of January 1, 1997: (i) the 1997
Acquisitions; (ii) the 1997 Stock Offerings; (iii) the 1997 Dispositions; (iv)
the NHP Real Estate Acquisition; (v) the NHP Real Estate Reorganization; (vi)
the NHP Stock Purchase; (vii) the NHP Merger; (viii) the NHP Reorganization;
(ix) the 1998 Stock Offerings; (x) the 1998 Acquisitions; (xi) the Probable
Purchases; (xii) the 1998 Dispositions; (xiii) the Ambassador Merger; (xv) the
IFG Merger; (xv) the merger between IPT and Angeles Mortgage Investment Trust
("AMIT") ("the AMIT Merger"); (xvi) the IPT Merger; and (xvii) the IFG
Reorganization.
 
The following Pro Forma Consolidated Statement of Operations of the Partnership
for the nine months ended September 30, 1998 has been prepared as if each of
the following transactions had occurred as of January 1, 1997: (i) the 1998
Stock Offerings; (ii) the 1998 Acquisitions; (iii) the Probable Purchases; 
(iv) the 1998 Dispositions; (v) the Ambassador Merger; (vi) the IFG Merger;
(vii) the AMIT Merger; (viii) the IPT Merger; and (ix) the IFG Reorganization.
 
The following Pro Forma Financial Information is based, in part, on the
following historical financial statements, which are included herein or have
been previously filed by AIMCO or the Partnership: (i) the audited Consolidated
Financial Statements of the Partnership for the year ended December 31, 1997;
(ii) the unaudited Consolidated Financial Statements of the Partnership for the
nine months ended September 30, 1998; (iii) the audited Consolidated Financial
Statements of Ambassador for the year ended December 31, 1997; (iv) the
unaudited Consolidated Financial Statements of Ambassador for the four months
ended April 30, 1998; (v) the audited Consolidated Financial Statements of IFG
for the year ended December 31, 1997; (vi) the audited Consolidated Financial
Statements of AMIT for the year ended December 31, 1997; (vii) the unaudited
Consolidated Financial Statements of IFG for the nine months ended September
30, 1998; (viii) the unaudited Consolidated Financial Statements of AMIT for
the eight months ended August 31, 1998; (ix) the unaudited Consolidated
Financial Statements of NHP for the nine months ended September 30, 1997; (x)
the unaudited Combined Financial Statements of the NHP Real Estate Companies
for the three months ended March 31, 1997; (xi) the unaudited Financial
Statements of NHP Southwest Partners, L.P. for the three months ended March 31,
1997; (xii) the unaudited Combined Financial Statements of the NHP New LP
Entities for the three months ended March 31, 1997; (xiii) the unaudited
Combined Financial Statements of the NHP Borrower Entities for the three months
ended March 31, 1997; (xiv) the unaudited Historical Summaries of Gross Income
and Certain Expenses of The Bay Club at Aventura for the three months ended
March 31, 1997; (xv) the unaudited Historical Summary of Gross Income and
Direct Operating Expenses of Morton Towers for the six months ended June 30,
1997; (xvi) the unaudited Combined Statement of Revenues and Certain Expenses
of the Thirty-Five Acquisition Properties for the six months ended June 30,
1997; (xvii) the unaudited Statement of Revenues and Certain Expenses of First


                                       3
<PAGE>   4



Alexandria Associates, a Limited Partnership for the nine months ended September
30, 1997; (xviii) the unaudited Statement of Revenues and Certain Expenses of
Country Lakes Associates Two, a Limited Partnership for the nine months ended
September 30, 1997; (xix) the unaudited Statement of Revenues and Certain
Expenses of Point West Limited Partnership, A Limited Partnership for the nine
months ended September 30, 1997; (xx) the unaudited Statement of Revenues and
Certain Expenses for The Oak Park Partnership for the nine months ended
September 30, 1997; (xxi) the audited Combined Historical Summary of Gross
Income and Direct Operating Expenses of the Realty Investment Apartment
Communities I for the year ended December 31, 1997, (xxii) the audited Combined
Historical Summary or Gross Income and Direct Operating Expenses of the Cirque
Apartment Communities for the year ended December 31, 1997; (xxiii) the audited
Combined Historical Summary of Gross Income and Direct Operating Expenses of the
Realty Investment Apartment Communities II for the year ended December 31, 1997;
(xxiv) the audited Historical Summary of Gross Income and Direct Operating
Expenses of the Calhoun Beach Club Apartments for the year ended December 31,
1997; (xxv) the unaudited Combined Historical Summary of Gross Income and Direct
Operating Expenses of the Realty Investment Apartment Communities I for the nine
months ended September 30, 1998; (xxvi) the unaudited Combined Historical
Summary of Gross Income and Direct Operating Expenses of the Cirque Apartment
Communities for the three months ended March 31, 1998; (xxvii) the unaudited
Combined Historical Summary of Gross Income and Direct Operating Expenses of the
Realty Investment Apartment Communities II for the nine months ended September
30, 1998; and (xxviii) the unaudited Historical Summary of Gross Income and
Direct Operating Expenses of Calhoun Beach Club Apartments for the nine months
ended September 30, 1998. The following Pro Forma Financial Information should
be read in conjunction with such financial statements and the notes thereto
incorporated by reference herein.
 
The unaudited Pro Forma Financial Information has been prepared using the
purchase method of accounting whereby the assets and liabilities of NHP, the NHP
Real Estate Companies, Ambassador, IFG, IPT, the 1997 Acquisitions, the 1998
Acquisitions, and the Probable Purchases are adjusted to estimated fair market
value, based upon preliminary estimates, which are subject to change as
additional information is obtained. The allocations of purchase costs are
subject to final determination based upon estimates and other evaluations of
fair market value. Therefore, the allocations reflected in the following
unaudited Pro Forma Financial Information may differ from the amounts ultimately
determined.
 
The following unaudited Pro Forma Financial Information is presented for
informational purposes only and is not necessarily indicative of the financial
position or results of operations of the Partnership that would have occurred
if such transactions had been completed on the dates indicated, nor does it
purport to be indicative of future financial positions or results of
operations. In the opinion of the Partnership's management, all material
adjustments necessary to reflect the effects of these transactions have been
made.


                                       4
<PAGE>   5

                            AIMCO PROPERTIES, L.P. 
 
                     PRO FORMA CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 1998
                        IN THOUSANDS, EXCEPT SHARE DATA
<TABLE>
<CAPTION>
                                                         COMPLETED  
                                                        TRANSACTIONS                       IFG           AIMCO BEFORE
                                                        AND PROBABLE        IFG           MERGER              IFG
                                      HISTORICAL(A)     PURCHASES(B)   HISTORICAL(C)   ADJUSTMENTS(D)   REORGANIZATION(E)
                                      -------------   ---------------  -------------   --------------   -----------------
<S>                                   <C>             <C>               <C>           <C>              <C>
Real estate.........................   $2,355,122        $ 202,332      $  44,488     $    15,363 (G)      $2,617,305
Property held for sale..............       42,212               --             --              --             42,212
Investments in securities...........           --               --             --         443,513 (G)
                                                                                         (443,513)(H)             --
Investments in and notes receivable
  from unconsolidated
  subsidiaries......................      127,082               --             --              --            127,082
Investments in and notes receivable
  from unconsolidated real estate
  partnerships......................      246,847               --        232,892         394,321 (G)        874,060
Mortgage notes receivable...........           --               --         20,916              --             20,916
Cash and cash equivalents...........       43,681               --         73,064              --            116,745
Restricted cash.....................       83,187               --          2,691              --             85,878
Accounts receivable.................       11,545               --         54,060         (43,082)(G)         22,523
Deferred financing costs............       21,835               --          7,020          (7,020)(G)         21,835
Goodwill............................      120,503               --         19,503         243,766 (G)        383,772
Property management contracts.......           --               --         86,419          21,916 (G)        108,335
Other assets........................       69,935               --         20,128          (3,572)(G)         86,491
                                       ----------        ---------       --------       ---------         ----------
        Total Assets................   $3,121,949        $ 202,332       $561,181       $ 621,692         $4,507,154
                                       ==========        =========       ========       =========         ==========
Secured notes payable...............   $  774,676        $ 122,568       $ 29,002       $      --         $  926,246
Secured tax-exempt bond financing...      399,925                              --                            399,925
Secured short-term financing........       50,000          (43,527)       332,691              --            339,164
Unsecured short-term financing......       50,800          (28,380)            --              --             22,420
                                                                                                     
Accounts payable, accrued and other                                                                   
  liabilities.......................      131,799               --         33,241          50,000 (G)               
                                                                                           55,279 (G) 
                                                                                            4,935 (G)
                                                                                           38,791 (G)        314,045
Deferred tax liability..............           --               --         18,802          17,850 (G)         36,652
Security deposits and prepaid
  rents.............................       13,171               --          3,533          (3,533)            13,171
                                       ----------        ---------       --------       ---------         ----------
                                        1,420,371           50,661        417,269         163,322          2,051,623
Minority interest...................       42,086            6,495        108,485        (108,485)(G)         48,581

Company-obligated mandatorily
  redeemable convertible securities
  of a subsidiary trust.............           --               --        144,282           5,218            149,500
Redeemable Partnership Units........      232,405           45,176             --              --            277,581

Partners' capital and shareholders' 
  equity
  Common stock......................           --               --            320            (320)(G)             --
  Additional paid-in capital........           --               --        (86,959)         86,959 (G)             --
  Distributions in excess of 
   earnings.........................           --               --        (22,216)         22,216 (G)             --
  General and Special Limited
   Partner..........................    1,039,525               --             --         443,513 (H)             --
                                                                                            9,269 (G)      1,492,307
  Preferred Units...................      387,562          100,000             --              --            487,562
                                       ----------        ---------       --------       ---------         ----------
                                        1,427,087          100,000       (108,855)        561,637          1,979,869
                                       ----------        ---------       --------       ---------         ----------
        Total Liabilities and
          Equity....................   $3,121,949        $ 202,332       $561,181       $ 621,692         $4,507,154
                                       ==========        =========       ========       =========         ==========
 
<CAPTION>
                                           IFG        
                                      REORGANIZATION      PRO
                                      ADJUSTMENTS(F)     FORMA
                                      --------------   ----------
<S>                                   <C>              <C>
Real estate.........................    $      --      $2,617,305
Property held for sale..............           --          42,212
Investments in securities...........
                                               --              --
Investments in and notes receivable
  from unconsolidated
  subsidiaries......................       73,697(I)      200,779(K)
Investments in and notes receivable
  from unconsolidated real estate
  partnerships......................           --         874,060
Mortgage notes receivable...........                       20,916
Cash and cash equivalents...........      (17,897)(J)      98,848
Restricted cash.....................       (1,352)(J)      84,526
Accounts receivable.................       (6,631)(J)      15,892
Deferred financing costs............           --          21,835
Goodwill............................           --         383,772
Property management contracts.......      (73,696)(I)      34,639
Other assets........................      (14,167)(J)      72,324
                                        ---------      ----------
        Total Assets................    $ (40,046)     $4,467,108
                                        =========      ==========
Secured notes payable...............    $      --      $  926,246
Secured tax-exempt bond financing...           --         399,925
Secured short-term financing........
                                                          339,164
Unsecured short-term financing......           --          22,420
Accounts payable, accrued and other
  liabilities.......................       (3,394)(J)     310,651  
Deferred tax liability..............      (36,652)(I)          --
Security deposits and prepaid
  rents.............................           --          13,171
                                        ---------      ----------
                                          (40,046)      2,011,577
Minority interest...................           --          48,581
Company-obligated mandatorily
  redeemable convertible securities
  of a subsidiary trust.............           --         149,500
Redeemable Partnership Units........           --         277,581
                                                                  
Partners' capital and shareholders' 
  equity
  Common stock......................           --              --
  Additional paid-in capital........           --              --
  Distributions in excess of                                     
   earnings.........................           --              --
  General and Special Limited                                    
   Partner..........................                             
                                               --       1,492,307
  Preferred Units...................           --         487,562
                                       ----------       ---------
                                               --       1,979,869
                                       ----------       ---------
        Total Liabilities and
          Equity....................    $ (40,046)     $4,467,108
                                        =========      ==========
</TABLE>


                                       5
<PAGE>   6

- -------------------------
 
(A)  Represents the unaudited historical consolidated financial position of
     the Partnership as of September 30, 1998.
 
(B)  Represents adjustments to reflect the purchase of nine properties for an
     aggregate purchase price of $62.5 million; the Class J Preferred Stock 
     Offering and the Probable Purchases.
 
(C)  Represents the unaudited historical consolidated financial position of IFG 
     as of September 30, 1998.


                                       6
<PAGE>   7
(D)  Represents the following adjustments occurring as a result of the IFG
     Merger: (i) the issuance of 8,423,751 shares of AIMCO Common Stock, based
     on consideration to holders of IFG common stock outstanding as of the date
     of the IFG Merger; (ii) the issuance of 4,826,745 shares of AIMCO Class A
     Common Stock to holders of IPT common stock (other than AIMCO); (iii) the
     payment of a special dividend of $50,000; (iv) the assumption of $149,500
     of the convertible debentures of IFG; (v) the allocation of the
     combined purchase price of IFG and IPT based on the preliminary estimates
     of relative fair market value of the assets and liabilities of IFG and IPT;
     and (vi) the contribution by AIMCO of substantially all the assets and
     liabilities of Insignia and IPT to the Partnership in exchange for OP 
     Units.
 
(E)  Represents the effects of AIMCO's acquisition of IFG immediately after the
     IFG Merger. These amounts do not give effect to the IFG Reorganization,
     which includes the transfers of certain assets and liabilities of IFG to
     the combined Unconsolidated Subsidiaries. The IFG Reorganization occurred
     immediately after the IFG Merger so that AIMCO could maintain its
     qualification as a REIT. This column is included as an intermediate step to
     assist the reader in understanding the entire nature of the IFG Merger and
     related transactions.
 
(F)  Represents adjustments related to the IFG Reorganization, whereby,
     following the IFG Merger, the Partnership contributed or sold to the
     combined Unconsolidated Subsidiaries certain assets and liabilities of
     IFG, primarily management contracts and related working capital assets and
     liabilities related to IFG's third party property management operations.
     The adjustments reflect the transfer of assets valued at the Partnership's
     new basis resulting from the allocation of the purchase price of IFG. The
     Partnership received non-voting preferred stock as consideration in
     exchange for the net assets contributed. The net deferred tax liability is
     assumed by the Unconsolidated Subsidiaries as it resulted from the assets
     and liabilities transferred to the Unconsolidated Subsidiaries.
 
(G)  In connection with the IFG Merger and the IPT Merger, AIMCO became
     obligated to issue a total of 13,250,496 shares of AIMCO Common Stock
 
     The total purchase price of IFG and IPT is $1,182,873, as follows:
 
<TABLE>
   <S>                                                           <C>
   Issuance of 8,423,751 shares of AIMCO Common Stock in the
     IFG Merger, at $34.658 per share..........................  $  291,949 
   Issuance of 4,826,745 shares of AIMCO Common Stock in the
     IPT Merger, at $31.50 per share...........................     151,564
   Assumption of Convertible Debentures........................     149,500
   Assumption of liabilities as indicated in the 
     Merger Agreement..........................................     452,527
   Transaction costs...........................................      55,279
   Generation of deferred tax liability........................      17,850 
   Special dividend............................................      50,000
   Purchase of IFG Common Stock prior to merger................       4,935
   Consideration for options...................................       9,269
                                                                 ----------
             Total.............................................  $1,182,873
                                                                 ==========
</TABLE>
 
     The purchase price was allocated to the various assets of IFG acquired in
     the IFG Merger, as follows:
 
<TABLE>
   <S>                                                           <C>
    Purchase price.............................................. $1,182,873
   Historical basis of IFG's assets acquired ...................   (561,181)
                                                                 ----------
   Step-up to record the fair value of IFG's assets acquired...  $  621,692
                                                                 ==========
</TABLE>
 

                                       7
<PAGE>   8

    This step-up was applied to IFG's assets as follows:
 
<TABLE>
   <S>                                                           <C>
   Real estate.................................................  $ 15,363
   Investment in real estate partnerships......................   394,321
   Decrease in accounts receivable.............................   (43,082)
   Decrease in deferred loan costs.............................    (7,020)
   Management contracts........................................    21,916
   Increase in goodwill........................................   243,766
   Reduction in value of other assets..........................    (3,572)
                                                                 --------
             Total.............................................  $621,692
                                                                 ========
</TABLE>

     The fair value of IFG's assets, primarily the real estate and management
     contracts, was calculated based on estimated future cash flows of the
     underlying assets.
 
     As of September 30, 1998, IFG's stockholder's equity was $34,950, which is
     detailed as follows:
 
<TABLE>
   <S>                                                           <C>
   Common stock................................................  $     320
   Additional paid-in capital..................................    (86,959)
   Distributions in excess of earnings.........................    (22,216)
                                                                 ---------
             Total.............................................  $(108,855)
                                                                 =========
</TABLE>
 
     Upon completion of the IFG Merger, the entire amount of the stockholder's
     equity was eliminated.
 
     In addition, the minority interest in other partnerships of IFG of $66,241
     will be eliminated upon the IPT Merger. 

(H)  Represents the issuance of a total of 12,881,516 OP Units to AIMCO and the
     concurrent issuance of 13,250,496 shares of AIMCO Common Stock to IFG and
     IPT stockholders, in exchange for all the shares of IFG and IPT common
     stock.
 
     In accordance with the IFG Merger Agreement, AIMCO became obligated to
     issue 8,423,751 shares of Class E Preferred Stock, approximately equal to
     $292 million. Each share of Class E Preferred Stock will automatically
     convert to one share of AIMCO Common Stock upon the payment of the special
     dividend thereon. As such, for the purpose of preparing the pro forma
     financial statements, AIMCO's management believes that the Class E
     Preferred Stock is substantially the same as AIMCO Common Stock, and that
     the fair value of the Class E Preferred Stock approximates the fair value
     of the AIMCO Common Stock. Upon the payment of the special dividend on the
     Class E Preferred Stock and the conversion of the Class E Preferred Stock
     to AIMCO Common Stock, the former IFG stockholders will own approximately
     15.0% of the AIMCO Common Stock and the IPT stockholders will own
     approximately 7.3% of AIMCO Common Stock. The special dividend on the Class
     E Preferred Stock is intended to represent a distribution in an amount at
     least equal to the earnings and profits of IFG at the time of the IFG
     Merger, to which AIMCO succeeds.
 
     Concurrent with the issuance of Class E Preferred Stock, the Partnership
     will issue comparable Class E Preferred Units to AIMCO. The Class E
     Preferred Units will have terms substantially the same as the Class E
     Preferred Stock.

(I)  Represents the increase in the Partnership's investment in Unconsolidated
     Subsidiaries to reflect the contribution or sale of property management
     contracts, including the related deferred tax liability, in exchange for
     preferred stock and a note payable from the Unconsolidated Subsidiaries.
     These assets and liabilities are valued at the Partnership's new basis 
     resulting from the allocation of the purchase price of IFG.
 
(J)  Represents certain assets and liabilities of IFG, primarily related to the
     management operations of IFG, contributed or sold by the Partnership to the
     Unconsolidated Subsidiaries,

 

                                       8
<PAGE>   9

 
(K)  Represents notes receivable from the Unconsolidated Subsidiaries of
     $95,000, advances to the Unconsolidated Subsidiaries of $42,792, and
     equity in the Unconsolidated Subsidiaries of $62,987. The combined pro
     forma balance sheet of the Unconsolidated Subsidiaries as of September 30,
     1998 is presented below, which reflects the effects of the IFG Merger, the
     IPT Merger, and the IFG Reorganization as if such transactions had occurred
     as of September 30, 1998.


                                       9
<PAGE>   10

                          UNCONSOLIDATED SUBSIDIARIES
 
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 1998
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                IFG           
                                            HISTORICAL   REORGANIZATION(i)    PRO FORMA
                                            ----------   -----------------    ----------
<S>                                         <C>          <C>                  <C>
ASSETS
Real estate...............................   $ 22,376        $     --          $ 22,376
Cash and cash equivalents.................     16,919          17,897(ii)        34,816
Restricted cash...........................      5,507           1,352(ii)         6,859
Management contracts......................     47,846          73,696(iii)      121,542
Accounts receivable.......................     13,109           6,631(ii)        19,740
Deferred financing costs..................      3,117              --             3,117
Goodwill..................................     43,544              --            43,544
Other assets..............................     51,498          14,167(ii)        65,665
                                             --------        --------          --------
                                             $203,916        $113,743          $317,659
                                             ========        ========          ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Secured notes payable.....................   $114,302        $ 45,000(iii)     $159,302
Accounts payable, accrued and other
  liabilities.............................     56,773           3,394(ii)        60,167
Security deposits and deferred income.....        334              --(ii)           334
Deferred tax liability....................         --          36,652(iii)       36,652
                                             --------        --------          --------
                                              171,409          85,046           256,455
Common stock..............................      2,061           1,510(iv)         3,571
Preferred stock...........................     34,290          28,697(iii)       62,987
Retained earnings.........................     (3,844)             --            (3,844)
Notes receivable on common stock
  purchases...............................         --          (1,510)(iv)       (1,510)
                                             --------        --------          --------
                                               32,507          28,697            61,204
                                             --------        --------          --------
                                             $203,916        $113,743          $317,659
                                             ========        ========          ========
</TABLE>
 
- -------------------------
 
(i)  Represents adjustments related to the IFG Reorganization, whereby,
     following the IFG Merger, the Partnership contributed or sold to the
     combined Unconsolidated Subsidiaries certain assets and liabilities of IFG,
     primarily related to the management operations owned by IFG. The
     adjustments reflect the transfer of assets valued at the Partnership's new
     basis resulting from the allocation of the purchase price of IFG. the
     Partnership received non-voting preferred stock as consideration in
     exchange for the net assets contributed. The net deferred tax liability is
     assumed by the Unconsolidated Subsidiaries as it resulted from the assets
     and liabilities transferred to the Unconsolidated Subsidiaries.
 
(ii) Represents certain assets and liabilities of IFG, primarily related to the
     management operations of IFG, contributed or sold by the Partnership to the
     Unconsolidated Subsidiaries, valued at the Partnership's new basis
     resulting from the allocation of the purchase price of IFG.
 
(iii)Represents the transfer or sale of management contracts, the establishment
     of an intercompany note,and the establishment of the related estimated net
     deferred Federal and state tax liabilities at a combined rate of 40% for
     the estimated difference between the book and tax basis of the net assets
     of the Unconsolidated Subsidiaries. The primary component of the deferred
     tax liability is the difference between the new basis of the property
     management contracts, as a result of the allocation of the purchase price
     of IFG, and the historical tax basis.
 
(iv) Represents the issuance of common stock to the common stockholders of the
     Unconsolidated Subsidiaries in exchange for notes receivable, in order for
     the common stockholders to maintain their respective ownership interest in
     the Unconsolidated Subsidiaries.


                                       10
<PAGE>   11

                             AIMCO PROPERTIES, L.P.
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                         COMPLETED                                             AMBASSADOR
                                                      TRANSACTIONS AND            NHP          AMBASSADOR    PURCHASE PRICE
                                     HISTORICAL(A)  PROBABLE PURCHASES(B)    TRANSACTIONS(C)  HISTORICAL(D)  ADJUSTMENTS(E)
                                     -------------  ----------------------  ---------------  -------------   --------------
<S>                                  <C>            <C>                      <C>             <C>              <C>
Rental and other property
 revenues...........................   $193,006         $118,471 (I)                                                      
                                                          12,878 (J)         $ 6,660         $ 93,329         $    --
Property operating expenses.........    (76,168)         (58,595)(I)                                                   
                                                          (5,731)(J)          (2,941)         (36,088)             --
Owned property management expense...     (6,620)          (4,256)(I)                                                 
                                                            (673)(J)            (282)              --              --
Depreciation........................    (37,741)         (23,925)(I)                                                        
                                                          (4,892)(J)          (1,414)         (18,979)         (5,997)(O)   
                                       --------         --------             -------         --------         -------
                                                        
Income from property operations.....     72,477           33,277               2,023           38,262          (5,997)
                                       --------         --------             -------         --------         -------
Management fees and other income....     13,937               --               7,813               --              --
Management and other expenses.......     (9,910)              --              (5,394)              --              --
Corporate overhead allocation.......       (588)              --                  --               --              --
Amortization........................     (1,401)              --              (5,800)              --              --
                                       --------         --------             -------         --------         -------
Income from service company
 business...........................      2,038               --              (3,381)              --              --
Minority interest in service company
 business...........................        (10)              --                  --               --              --
                                       --------         --------             -------         --------         -------
AIMCO's share of income from service
 company business...................      2,028               --              (3,381)              --              --
                                       --------         --------             -------         --------         -------
General and administrative
 expenses...........................     (5,396)              --              (1,025)          (7,392)          7,392(P)
Interest expense....................    (51,385)          (2,842)(K)                                                    
                                                          (3,569)(L)          (5,462)         (26,987)           (221)(Q)
Interest income.....................      8,676               --               1,900               --              --
Minority interest ..................      1,008              960(M)               16             (851)            705(R)
Equity in losses of unconsolidated
 partnerships.......................     (1,798)            (122)(N)          (8,542)             405              --
Equity in earnings of unconsolidated
 subsidiaries.......................      4,636               --               5,790               --              --
                                       --------         --------             -------         --------         -------
Income (loss) from operations.......     30,246           27,704              (8,681)           3,437           1,879
Income tax provision................         --               --                  --               --              --
Gain on dispositions of property....      2,720           (2,720)                 --               --              --
                                       --------         --------             -------         --------         -------
Income (loss) before extraordinary
 item and minority interest in AIMCO
 Operating Partnership..............     32,966           24,984              (8,681)           3,437           1,879
Extraordinary item -- early
 extinguishment of debt.............       (269)             269                  --               --              --
                                       --------         --------             -------         --------         -------
Net income .........................     32,697           25,253             (8,681)           3,437           1,879
Income attributable to preferred
 unitholders........................      2,315           38,859                  --               --              --
                                       --------         --------             -------         --------         -------
Income attributable to common
 unitholders........................   $ 30,382         $(13,606)            $(8,681)        $  3,437         $ 1,879
                                       ========         ========             =======         ========         =======
Basic earnings per OP unit..........   $   1.09
                                       ========
Diluted earnings per OP unit........   $   1.08
                                       ========
Weighted average OP units
 outstanding........................     27,732
                                       ========
Weighted average OP units and
 equivalents outstanding............     28,113
                                       ========
 
<CAPTION>
                                                         IFG              IFG
                                        IFG AS          MERGER       REORGANIZATION   
                                      ADJUSTED(F)   ADJUSTMENTS(G)   ADJUSTMENTS(H)   PRO FORMA
                                      -----------   --------------   --------------   ----------
<S>                                   <C>           <C>              <C>              <C>
Rental and other property
 revenues...........................   $  6,912        $     --         $     --      $ 431,256
Property operating expenses.........     (3,307)             --               --       (182,830)
Owned property management expense...         --              --               --        (11,831)
Depreciation........................       (966)         (1,937)(S)           --        (95,851)
                                       --------        --------         --------      ---------
Income from property operations.....      2,639          (1,937)              --        140,744
                                       --------        --------         --------      ---------
Management fees and other income....     94,330              --          (74,404)(X)     41,676
Management and other expenses.......    (57,615)             --           49,236(X)     (23,683)
Corporate overhead allocation.......         --              --               --           (588)
Amortization........................    (16,768)        (36,563)(T)       28,355(Y)     (32,177)
                                       --------        --------         --------      ---------
Income from service company
 business...........................     19,947         (36,563)           3,187        (14,772)
Minority interest in service company
 business...........................         --              --               --            (10)
                                       --------        --------         --------      ---------
AIMCO's share of income from service
 company business...................     19,947         (36,563)           3,187        (14,782)
                                       --------        --------         --------      ---------
General and administrative
 expenses...........................    (21,199)             --            6,392(X)     (21,228) 
Interest expense....................     (9,035)             --               --        (99,501)
Interest income.....................     10,967              --              191(Z)      21,734(BB)
Minority interest ..................    (12,871)          1,552 (U)           --         (9,481)
Equity in losses of unconsolidated
 partnerships.......................     12,515         (24,281)(V)           --        (21,823)
Equity in earnings of unconsolidated
 subsidiaries.......................         --              --           (4,181)(AA)     6,245(DD)
                                       --------        --------         --------      ---------
Income (loss) from operations.......      2,963         (61,229)           5,589          1,908 
Income tax provision................      1,701          (1,701)(W)           --             --
Gain on dispositions of property....         80             (80)              --             --
                                       --------        --------         --------      ---------
Income (loss) before extraordinary
 item and minority interest in AIMCO
 Operating Partnership..............      4,744         (63,010)           5,589          1,908  
Extraordinary item -- early
 extinguishment of debt.............         --              --               --             --
                                       --------        --------         --------      ---------
Net income .........................      4,744         (63,010)           5,589          1,908 
Income attributable to preferred
 unitholders........................         --              --               --         41,174(CC)
                                       --------        --------         --------      ---------
Income attributable to common
 unitholders........................   $  4,744        $(63,010)        $  5,589      $ (39,266)(BB)
                                       ========        ========         ========      =========
Basic earnings per OP unit..........                                                  $   (0.58)(BB)
                                                                                      =========
Diluted earnings per OP unit........                                                  $   (0.58)(BB)
                                                                                      =========
Weighted average OP units
 outstanding........................                                                     67,522
                                                                                      =========
Weighted average OP units and
 equivalents outstanding............                                                     68,366
                                                                                      =========
</TABLE>


                                       11
<PAGE>   12

- -------------------------
 
(A)    Represents the Partnership's audited consolidated results of operations 
       for the year ended December 31, 1997.
 
(B)    Represents adjustments to reflect the following as if they had occurred
       on January 1, 1997: (i) the 1997 Acquisitions; (ii) the 1997 Stock
       Offerings; (iii) the 1997 Dispositions; (iv) the 1998 Stock Offerings;
       (v) the 1998 Acquisitions; (vi) the Probable Purchases; and (vii) the 
       1998 Dispositions.
 
(C)    Represents adjustments to reflect the purchase of the NHP Real Estate
       Companies, the NHP Merger, and the NHP Reorganization, as if the
       transactions had taken place on January 1, 1997. These adjustments are
       detailed, as follows:
 
<TABLE>
<CAPTION>
                                NHP
                            REAL ESTATE         NHP               NHP                 NHP               NHP
                            PURCHASE(i)    HISTORICAL(ii)   ADJUSTMENTS(iii)   REORGANIZATION(iv)   TRANSACTIONS
                            -----------    --------------   ----------------   ------------------   ------------
   <S>                      <C>            <C>              <C>                <C>                  <C>
   Rental and other
    property revenues.....    $ 6,660(v)      $ 16,842          $    --             $(16,842)(xvii)   $ 6,660
   Property operating
    expenses..............     (2,941)(v)       (8,411)              --                8,411 (xvii)    (2,941)
   Owned property
    management expense....       (282)(v)         (862)              --                  862 (xvii)      (282)
   Depreciation...........     (1,414)(vi)      (2,527)            (693)(xi)           3,220 (xvii)    (1,414)
                              -------         --------          -------             --------          -------
   Income from property
    operations............      2,023            5,042             (693)              (4,349)           2,023
                              -------         --------          -------             --------          -------
   Management fees and
    other income..........      1,405(vii)      72,176               --              (65,768)(xviii)     7,813
   Management and other
    expenses..............     (2,263)(viii)   (35,267)              --               32,136 (xviii)   (5,394)
   Amortization...........         --           (9,111)          (4,432)(xii)          7,743 (xix)     (5,800)
                              -------         --------          -------             --------          -------
   Income from service
    company business......       (858)          27,798           (4,432)             (25,889)          (3,381)
                              -------         --------          -------             --------          -------
   General and
    administrative
    expenses..............         --          (16,266)           8,668 (xiii)         6,573 (xviii)   (1,025)
   Interest expense.......     (5,082)(ix)     (10,685)              --               10,305(xx)       (5,462)
   Interest income........        540(v)         1,963               --                 (603)(xxi)      1,900
   Minority interest .....         16(v)            --               --                   --               16
   Equity in losses of
    unconsolidated
    partnerships..........     (3,905)(x)           --           (4,631)(xiv)             (6)          (8,542)
   Equity in earnings of
    unconsolidated
    subsidiaries..........         --               --           (4,636)(xv)          10,426 (xxii)     5,790
                              -------         --------          -------             --------          -------
   Income (loss) from
    operations............     (7,266)           7,852           (5,724)              (3,543)          (8,681)
   Income tax provision...         --           (3,502)           3,502 (xvi)             --               --
                              -------         --------          -------             --------          -------
   Net income (loss)......    $(7,266)        $  4,350          $(2,222)            $ (3,543)         $(8,681)
                              =======         ========          =======             ========          =======
</TABLE>


                                       12
<PAGE>   13

- -------------------------
 
       (i)    Represents the adjustment to record activity from January 1, 1997
              to the date of acquisition, as if the acquisition of the NHP Real
              Estate Companies had occurred on January 1, 1997. The historical
              financial statements of the NHP Real Estate Companies consolidate
              certain real estate partnerships in which they have an interest
              that will be presented on the equity method by the Partnership as
              a result of the NHP Real Estate Reorganization. In addition,
              represents adjustments to record additional depreciation and
              amortization related to the increased basis in the assets of the
              NHP Real Estate Companies as a result of the allocation of the
              purchase price of the NHP Real Estate Companies and additional
              interest expense incurred in connection with borrowings incurred
              by the Partnership to consummate the NHP Real Estate Acquisition.
 
       (ii)    Represents the unaudited consolidated results of operations of
               NHP for the period from January 1, 1997 through December 8, 1997
               (date of the NHP Merger).
 
       (iii)   Represents the following adjustments occurring as a result of the
               NHP Merger: (i) the reduction in personnel costs, primarily
               severance costs, pursuant to a restructuring plan; (ii) the
               incremental depreciation of the purchase price adjustment related
               to real estate; (iii) the incremental amortization of the
               purchase price adjustment related to the management contracts,
               furniture, fixtures and equipment, and goodwill; (iv) the
               reversal of equity in earnings of NHP during the pre-merger
               period when the Partnership held a 47.62% interest in NHP; and
               (v) the amortization of the increased basis in investments in
               real estate partnerships based on the purchase price adjustment
               related to real estate and an estimated average life of 20 years.
 
       (iv)   Represents adjustments related to the NHP Reorganization, whereby
              the Partnership contributed or sold to the Unconsolidated
              Subsidiaries and the Unconsolidated Partnership: (i) certain
              assets and liabilities of NHP, primarily related to the management
              operations and other businesses owned by NHP and (ii) 12 real
              estate properties containing 2,905 apartment units. The
              adjustments represent (i) the related revenues and expenses
              primarily related to the management operations and other
              businesses owned by NHP and (ii) the historical results of
              operations of such real estate partnerships contributed, with
              additional depreciation and amortization recorded related to the
              Partnership's new basis resulting from the allocation of the
              combined purchase price of NHP and the NHP Real Estate Companies.
 
       (v)    Represents adjustments to reflect the acquisition of the NHP Real
              Estate Companies and the corresponding historical results of
              operations as if they had occurred on January 1, 1997.
 
       (vi)   Represents incremental depreciation related to the consolidated
              real estate assets purchased from the NHP Real Estate Companies.
              Buildings and improvements are depreciated on the straight-line
              method over a period of 30 years, and furniture and fixtures are
              depreciated on the straight-line method over a period of 5 years.


                                       13
<PAGE>   14

       (vii)  Represents the adjustment to record the revenues from ancillary
              businesses purchased from the NHP Real Estate Companies as if the
              acquisition had occurred on January 1, 1997.
 
       (viii)  Represents $4,878 related to the adjustment to record the
               expenses from ancillary businesses purchased from the NHP Real
               Estate Companies as if the acquisition had occurred on January 1,
               1997, less $2,615 related to a reduction in personnel costs
               pursuant to a restructuring plan, approved by the Company's
               senior management, assuming that the acquisition of the NHP Real
               Estate Companies had occurred on January 1, 1997 and that the
               restructuring plan was completed on January 1, 1997. The
               restructuring plan specifically identifies all significant
               actions to be taken to complete the restructuring plan, including
               the reduction of personnel, job functions, location and the date
               of completion.
 
       (ix)   Represents adjustments in the amount of $3,391 to reflect the
              acquisition of the NHP Real Estate Companies and the corresponding
              historical results of operations as if they had occurred on
              January 1, 1997, as well as the increase in interest expense in
              the amount of $1,691 related to borrowings on the Partnership's
              credit facilities of $55,807 to finance the NHP Real Estate
              Acquisition.
 
       (x)    Represents adjustments in the amount of $2,432 to reflect the
              acquisition of the NHP Real Estate Companies and the corresponding
              historical results of operations as if they had occurred on
              January 1, 1997, as well as amortization of $1,473 related to the
              increased basis in investment in real estate partnerships, as a
              result of the allocation of the purchase price of the NHP Real
              Estate Companies, based on an estimated average life of 20 years.
 
       (xi)   Represents incremental depreciation related to the real estate
              assets purchased from NHP. Buildings and improvements are
              depreciated on the straight-line method over a period of 20 years,
              and furniture and fixtures are depreciated on the straight-line
              method over a period of 5 years.
 
       (xii)  Represents incremental depreciation and amortization of the
              tangible and intangible assets related to the property management
              and other business operated by the Unconsolidated Subsidiaries,
              based on the Partnership's new basis as adjusted by the allocation
              of the combined purchase price of NHP including amortization of
              management contracts of $3,782, depreciation of furniture,
              fixtures and equipment of $2,018 and amortization of goodwill of
              $7,743, less NHP's historical depreciation and amortization of
              $9,111. Management contracts are amortized using the straight-line
              method over the weighted average life of the contracts estimated
              to be approximately 15 years. Furniture, fixtures and equipment
              are depreciated using the straight-line method over the estimated
              life of 3 years. Goodwill is amortized using the straight-line
              method over 20 years.
 
       (xiii)  Represents a reduction in personnel costs, primarily severance
               costs, pursuant to a restructuring plan, approved by the
               Company's senior management, specifically identifying all
               significant actions to be taken to complete the restructuring
               plan, assuming that the NHP Merger had occurred on


                                       14
<PAGE>   15

               January 1, 1997 and that the restructuring plan was completed on
               January 1, 1997.
 
       (xiv)  Represents adjustment for amortization of the increased basis in
              investments in real estate partnerships, as a result of the
              allocation of the combined purchase price of NHP and the NHP Real
              Estate Companies, based on an estimated average life of 20 years.
 
       (xv)   Represents the reversal of equity in earnings in NHP during the
              pre-merger period when the Partnership held a 47.62% interest in
              NHP, as a result of the Partnership's acquisition of 100% of the
              NHP Common Stock.
 
       (xvi)  Represents the reversal of NHP's income tax provision due to the
              restructuring of the management business to the Unconsolidated
              Subsidiaries.
 
       (xvii)  Represents the contribution of NHP's 12 real estate properties
               containing 2,905 apartment units to the Unconsolidated
               Partnership pursuant to the NHP Reorganization.
 
       (xviii) Represents the historical income and expenses associated with
               certain assets and liabilities of NHP that were contributed or
               sold to the Unconsolidated Subsidiaries, primarily related to the
               management operations and other businesses owned by NHP.
 
       (xix)  Represents the amortization and depreciation of certain management
              contracts and other assets of NHP, based on the Partnership's new
              basis resulting from the allocation of the purchase price of NHP,
              that will be contributed or sold to the Unconsolidated
              Subsidiaries, primarily related to the management operations and
              other businesses owned by NHP.
 
       (xx)   Represents interest expense of $6,020 related to the contribution
              of NHP's 12 real estate properties containing 2,905 apartment
              units to the Unconsolidated Partnership and interest expense of
              $4,285 related to the certain assets and liabilities that will be
              contributed or sold to the Unconsolidated Subsidiaries pursuant to
              the NHP Reorganization.
 
       (xxi)  Represents the interest income of $5,000 earned on notes payable
              of $50,000 to the Partnership issued as consideration for certain
              assets and liabilities sold to the Unconsolidated Subsidiaries by
              the Partnership, net of the elimination of the Partnership's share
              of the related interest expense of $4,750 reflected in the equity
              in earnings of the Unconsolidated Subsidiaries operating results,
              offset by $853 in interest income primarily related to the
              management operations and other businesses owned by NHP
              contributed or sold to the Unconsolidated Subsidiaries pursuant to
              the NHP Reorganization.
 
       (xxii) Represents the Partnership's equity in earnings of the
              Unconsolidated Subsidiaries.
 
(D)    Represents the audited historical statement of operations of Ambassador
       for the year ended December 31, 1997. Certain reclassifications have been
       made to Ambassador's historical statement of operations to conform to the
       Partnership's Statement of Operations presentation. The Ambassador
       historical statement of operations excludes extraordinary loss of $1,384
       and a loss on sale of an interest rate cap of $509.


                                       15
<PAGE>   16


(E)    Represents the following adjustments occurring as a result of the
       Ambassador Merger: (i) the incremental depreciation of the purchase price
       adjustment related to real estate; (ii) the reduction in personnel costs,
       primarily severance costs, pursuant to a restructuring plan; (iii) the
       reduction of interest expense resulting from the net reduction of debt;
       and (iv) the elimination of the minority interest associated with
       Jupiter-I, L.P.
 
(F)    Represents adjustments to reflect the IFG Merger, the AMIT Merger, the
       IPT Merger, and the spin-off of Holdings as if these transactions had
       occurred on January 1, 1997. These adjustments are detailed, as follows:
 
<TABLE>
<CAPTION>
                                        IFG           AMIT        HOLDINGS          IFG
                                   HISTORICAL(i)   MERGER(ii)   SPIN-OFF(iii)   AS ADJUSTED
                                   -------------   ----------   -------------   -----------
   <S>                             <C>             <C>          <C>             <C>
   Rental and other property
     revenues....................    $   6,646      $   266       $      --      $  6,912
   Property operating expenses...       (3,251)         (56)             --        (3,307)
   Depreciation..................         (966)          --              --          (966)
                                     ---------      -------       ---------      --------
   Income from property
     operations..................        2,429          210              --         2,639
                                     ---------      -------       ---------      --------
   Management fees and other
     income......................      389,626           --        (295,296)       94,330
   Management and other
     expenses....................     (315,653)          --         258,038       (57,615)
   Amortization..................      (31,709)        (303)         15,244       (16,768)
                                     ---------      -------       ---------      --------
   Income from service company
     business....................       42,264         (303)        (22,014)       19,947
                                     ---------      -------       ---------      --------
   General and administrative
     expenses....................      (20,435)      (1,351)            587       (21,199)
   Interest expense..............       (9,353)          --             318        (9,035)
   Interest income...............        4,571        6,853            (457)       10,967
   Minority interest ............      (12,448)        (382)            (41)      (12,871)
   Equity in income (losses) of
     unconsolidated
     partnership.................       10,027        2,639            (151)       12,515
                                     ---------      -------       ---------      --------
   Income (loss) from
     operations..................       17,055        7,666         (21,758)        2,963
   Income tax provision..........       (6,822)        (180)          8,703         1,701
   Gain on sale of property......           --           80              --            80
                                     ---------      -------       ---------      --------
   Net income (loss).............       10,233        7,566         (13,055)        4,744
                                     =========      =======       =========      ========
</TABLE>
 
- -------------------------
 
       (i)  Represents the audited consolidated results of operations of IFG for
            the year ended December 31, 1997, as reported in IFG's Annual Report
            on Form 10-K. Certain reclassifications have been made to IFG's
            historical statement of operations to conform to the Partnership's
            statement of operations presentation.
 
       (ii)  Represents the historical statement of operations of AMIT, as well
             as pro forma adjustments related to the AMIT Merger. The AMIT
             Merger closed prior to the IFG Merger.


                                       16
<PAGE>   17

       (iii) Represents the distribution of two shares of Holdings common stock
             for each three shares of IFG common stock to holders of IFG common
             stock.
 
(G)    Represents the following adjustments occurring as a result of the IFG
       Merger and the IPT Merger: (i) the incremental depreciation of the 
       purchase price adjustment related to consolidated real estate and 
       investments in real estate partnerships; (ii) the amortization of 
       goodwill and property management contracts resulting from the IFG 
       Merger; (iii) the increase in interest expense resulting from the 
       net increase in debt; and (iv) the elimination of the income tax 
       provision.
 
(H)    Represents adjustments related to the IFG Reorganization, whereby,
       following the IFG Merger, the Partnership contributed or sold to the
       Unconsolidated Subsidiaries certain assets and liabilities of IFG,
       primarily management contracts and related working capital assets and
       liabilities related to IFG's third party management operations. The
       adjustments reflect the related revenues and expenses primarily related
       to the management operations owned by IFG, with additional amortization
       recorded related to the Partnership's new basis resulting from the
       allocation of the purchase price of IFG.
 
(I)    Represents adjustments to reflect the 1997 Property Acquisitions and the
       1998 Acquisitions, less the 1997 Dispositions and the 1998 Dispositions 
       as if they had occurred on January 1, 1997. These pro forma operating
       results are based on historical results of the properties, except for
       depreciation, which is based on the Partnership's investment in the 
       properties.
 
       These adjustments are as follows:
 
<TABLE>
<CAPTION>
                              1997 PROPERTY       1997           1998          1998
                              ACQUISITIONS    DISPOSITIONS   ACQUISITIONS   DISPOSITIONS   TOTAL
                              -------------   ------------   ------------   ------------  --------
   <S>                        <C>             <C>            <C>            <C>           <C>
   Rental and other property
     revenues...............    $ 88,589        $(4,081)      $ 37,266        $(3,303)    $118,471
   Property operating
     expense................     (44,109)         1,944        (17,784)         1,354      (58,595)
   Owned property management
     expense................      (3,233)           133         (1,278)           122       (4,256)
   Depreciation.............     (16,839)           452         (8,226)           688      (23,925)
</TABLE>
 
(J)    Represents adjustments to reflect the Probable Purchases as if they had 
       occurred on January 1, 1997. These pro forma operating results are based
       on historical results of the properties, except for depreciation, which
       is based on the Partnership's investment in the properties.


                                       17
<PAGE>   18

(K)    Represents adjustments to interest expense for the following:
 
<TABLE>
   <S>                                                            <C>
   Borrowings on the Partnership's credit facilities and other 
     loans and mortgages assumed in connection with the 1997 
     Property Acquisitions.....................................   $(29,490)
   Repayments on the Partnership's credit facilities and other
     indebtedness with proceeds from the 1997 Dispositions and
     the 1997 Stock Offerings..................................     19,568
   Repayments on the Partnership's credit facilities with 
     proceeds from a dividend received from one of the 
     Unconsolidated Subsidiaries...............................      1,889
   Borrowings on the Partnership's credit facilities and 
     other loans and mortgages assumed in connection with 
     the 1998 Acquisitions.....................................    (14,922)
   Repayments on the Partnership's credit facilities and other
     indebtedness with proceeds from the 1998 Dispositions and
     the 1998 Stock Offerings..................................     20,113
                                                                  --------
                                                                  $ (2,842)
                                                                  ========
</TABLE>
 
(L)    Represents adjustments to interest expense related to the assumption of  
       mortgage debt in connection with the Probable Purchases.


(M)    Represents income related to limited partners in consolidated
       partnerships acquired in connection with the 1997 Property Acquisitions 
       and the 1998 Property Acquisitions.
 
(N)    Represents the reduction in the Partnership's earnings in unconsolidated
       partnerships as a result of the consolidation of additional partnerships
       resulting from additional ownership acquired through tender offers.
 
(O)    Represents incremental depreciation related to the real estate assets
       purchased in connection with the Ambassador Merger. Buildings and
       improvements are depreciated on the straight-line method over a period of
       30 years, and furniture and fixtures are depreciated on the straight-line
       method over a period of 5 years.
 
(P)    Decrease results from identified historical costs of certain items which
       will be eliminated or reduced as a result of the Ambassador Merger, as
       follows:
 
<TABLE>
   <S>                                                            <C>
   Duplication of public company expenses......................   $  724
   Reduction in salaries and benefits..........................    4,197
   Merger related costs........................................      524
   Other.......................................................    1,947
                                                                  ------
                                                                  $7,392
                                                                  ======
</TABLE>
 
       The reduction in salaries and benefits is pursuant to a restructuring
       plan, approved by the Company's senior management, assuming that the
       Ambassador Merger had occurred on January 1, 1997 and that the
       restructuring plan was completed on January 1, 1997. The restructuring
       plan specifically identifies all significant actions to be taken to
       complete the restructuring plan, including the reduction of personnel,
       job functions, location and date of completion.
 
(Q)    Represents the decrease in interest expense of $3,612 related to the
       repayment of the Ambassador revolving lines of credit upon consummation
       of the Ambassador Merger, offset by an increase in interest expense of
       $3,833 related to borrowings under the Partnership's credit facilities.


                                       18
<PAGE>   19

(R)    Represents elimination of minority interest in Jupiter-I, L.P. resulting
       from the redemption of limited partnership interests not owned by
       Ambassador in connection with the Ambassador Merger.

(S)    Represents incremental depreciation related to the consolidated real
       estate assets purchased in connection with the IFG Merger and IPT Merger,
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG and IPT. Buildings and improvements are depreciated
       on the straight-line method over a period of 20 years, and furniture and
       fixtures are depreciated on the straight-line method over a period of 5
       years.
 
(T)    Represents incremental depreciation and amortization of the tangible and
       intangible assets related to the property management business of IFG,
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG, including amortization of property management
       contracts of $36,112, amortization of goodwill of $13,163, and
       depreciation of furniture, fixtures, and equipment of $3,753, less IFG's
       historical depreciation and amortization of $16,465. Property management
       contracts are amortized using the straight-line method over a period of
       three years. Furniture, fixtures, and equipment are depreciated using the
       straight-line method over a period of three years. Goodwill is amortized
       using the straight-line method over 20 years.
 
(U)    Represents elimination of minority interest of IPT resulting from the IPT
       merger.
 
(V)    Represents amortization related to the increased basis in investment in
       real estate partnerships, as a result of the allocation of the purchase
       price of IFG and IPT, based on an estimated average life of 20 years, and
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG and IPT.
 
(W)    Represents the reversal of IFG's income tax provision.
 
(X)    Represents the historical income and expenses associated with certain
       assets and liabilities of IFG that were contributed or sold to the
       Unconsolidated Subsidiaries, primarily related to the management
       operations of IFG.
 
(Y)    Represents the depreciation and amortization of certain management
       contracts and furniture, fixtures, and equipment that were contributed or
       sold to the Unconsolidated Subsidiaries, primarily related to the
       management operations of IFG, based on the Partnership's new basis
       resulting from the allocation of the purchase price of IFG.
 
(Z)    Represents interest income of $3,825 earned on notes payable of $45,000 
       to the Partnership issued as consideration for certain assets and
       liabilities sold to the Unconsolidated Subsidiaries by the Partnership,
       net of the elimination of the Partnership's share of the related interest
       expense of $3,634 reflected on the equity in earnings of the
       Unconsolidated Subsidiaries.

(AA)   Represents the Partnership's equity in earnings of the Unconsolidated 
       Subsidiaries.
 


                                       19
<PAGE>   20
 
(BB)   The following table presents the net impact to pro forma net loss
       applicable to holders of OP Units and net loss per OP Units assuming the
       interest rate per annum increases by 0.25%:
 
<TABLE>
   <S>                                                           <C>
   Increase in interest expense................................  $    938
                                                                 ========
   Net income .................................................  $    970 
                                                                 ========
   Net loss attributable to OP unitholders.....................  $(40,204)
                                                                 ========
   Basic loss per OP unit.....................................   $  (0.60)
                                                                 ========
   Diluted loss per OP unit....................................  $  (0.60)
                                                                 ========
</TABLE>
 
(CC)   Represents the net income attributable to holders of the Class B
       Preferred Units, the Class C Preferred Units, the Class D Preferred
       Units, the Class G Preferred Units, the Class H Preferred Units and the
       Class J Preferred Units as if these Preferred Units had been issued as of
       January 1, 1997.
 
(DD)   Represents the Partnership's equity in earnings in the Unconsolidated 
       Subsidiaries of $(2,139), plus the elimination of intercompany interest
       expense of $8,384. The combined Pro Forma Statement of Operations of the
       Unconsolidated Subsidiaries for the year ended December 31, 1997 is
       presented below, which represents the effects of the Ambassador Merger,
       the NHP Merger, the NHP Reorganization, the IFG Merger, and the IFG
       Reorganization as if these transactions had occurred as of January 1,
       1997.


                                       20
<PAGE>   21

                          UNCONSOLIDATED SUBSIDIARIES
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                           REORGANIZATION            IFG           
                           HISTORICAL(i)   ADJUSTMENTS(ii)   REORGANIZATION(iii)   PRO FORMA
                           -------------   ---------------   -------------------   ----------
<S>                        <C>             <C>               <C>                   <C>
Rental and other property
  revenues...............    $  6,194         $  6,371(iv)        $     --          $ 12,565
Property operating
  expenses...............      (3,355)          (3,531)(iv)             --            (6,886)
Owned property management
  expense................        (147)            (478)(iv)             --              (625)
Depreciation expense.....      (1,038)            (767)(iv)             --            (1,805)
                             --------         --------            --------          --------
Income from property
  operations.............       1,654            1,595                  --             3,249
                             --------         --------            --------          --------
Management fees and other
  income.................      23,776           41,992(v)           74,404(x)        140,172
Management and other
  expenses...............     (11,733)         (20,403)(v)         (49,236)(x)       (81,372)
Amortization.............      (3,726)          (4,017)(v)         (28,355)(xi)      (36,098)
                             --------         --------            --------          --------
Income from service
  company................       8,317           17,572              (3,187)           22,702
General and
  administrative
  expense................          --           (6,573)(v)          (6,392)(x)       (12,965)
Interest expense.........      (6,058)          (5,849)(vi)         (3,825)(xii)     (15,732)
Interest income..........       1,001             (148)(v)              --               853
Minority interest .......      (2,819)           2,198 (viii)           --              (621)
Equity in losses of
  unconsolidated
  partnerships...........      (1,028)           1,028(iv)              --                --
Equity in earnings of
  Unconsolidated
  Subsidiaries...........       2,943           (2,943)(vii)            --                --
                             --------         --------            --------          --------
Income (loss) from
  operations.............       4,010            6,880             (13,404)           (2,514)
Income tax provision.....      (1,902)          (3,013)(ix)          5,177 (xiii)        262
                             --------         --------            --------          --------
Net income (loss)........    $  2,108         $  3,867            $ (8,227)         $ (2,252)
                             ========         ========            ========          ========
Income attributable to
  preferred
  unitholders...........    $  2,003         $  3,673            $ (7,815)         $ (2,139)
                             ========         ========            ========          ========
Income (loss)
  attributable to common
  unitholders...........    $    105         $    194            $   (412)         $   (113)
                             ========         ========            ========          ========
</TABLE>


                                       21
<PAGE>   22

- -------------------------
 
(i)    Represents the historical results of operations of the Unconsolidated
       Subsidiaries for the year ended December 31, 1997.
 
(ii)   Represents adjustments related to the NHP Reorganization, which includes
       the sale or contribution of 14 properties containing 2,725 apartment
       units from the unconsolidated partnerships to the Unconsolidated
       Subsidiaries, as well as the sale or contribution of 12 properties
       containing 2,905 apartment units from the Unconsolidated Subsidiaries to
       the Unconsolidated Partnership.
 
(iii)  Represents adjustments related to the IFG Reorganization, whereby,
       following the IFG Merger, the Partnership contributed or sold to the
       Unconsolidated Subsidiaries certain assets and liabilities of IFG,
       primarily related to the management operations owned by IFG. The
       adjustments reflect the related revenues and expenses primarily related
       to the management operations owned by IFG, with additional amortization
       recorded related to the Partnership's new basis resulting from the
       allocation of the purchase price of IFG.
 
(iv)   Represents adjustments for the historical results of operations of the 14
       real estate properties contributed or sold to the Unconsolidated
       Subsidiaries, offset by the historical results of operations of the 12
       real estate properties contributed or sold to the Unconsolidated
       Partnership, with additional depreciation recorded related to the
       Partnership's new basis resulting from the allocation of purchase price
       of NHP and the NHP Real Estate Companies.
 
(v)    Represents adjustments to reflect income and expenses associated with
       certain assets and liabilities of NHP contributed or sold to the
       Unconsolidated Subsidiaries.
 
(vi)   Represents adjustments of $6,058 to reverse the historical interest
       expense of the Unconsolidated Subsidiaries, which resulted from its
       original purchase of NHP Common Stock, offset by $2,622 related to the
       contribution or sale of the 14 real estate properties, $4,285 related to
       assets and liabilities transferred from the Partnership to the
       Unconsolidated Subsidiaries and $5,000 related to a note payable to the
       Partnership.
 
(vii)  Represents the reversal of the historical equity in earnings of NHP for
       the period in which NHP was not consolidated by the Unconsolidated
       Subsidiaries.
 
(viii) Represents the minority interest in the operations of the 14 real estate
       properties.
 
(ix)   Represents the estimated Federal and state tax provisions, which are
       calculated on the pro forma operating results of the Unconsolidated
       Subsidiaries, excluding amortization of goodwill which is not deductible
       for tax purposes.
 
(x)    Represents the historical income and expenses associated with certain
       assets and liabilities of IFG that were contributed or sold to the
       Unconsolidated Subsidiaries, primarily related to the management
       operations of IFG.
 
(xi)   Represents the depreciation and amortization of certain management
       contracts and furniture, fixtures, and equipment that were contributed or
       sold to the Unconsolidated Subsidiaries, primarily related to the
       management operations of IFG, based on the Partnership's new basis
       resulting from the allocation of the purchase price of IFG.
 
(xii)  Represents adjustment for interest expense related to a note payable to 
       the Partnership.

(xiii) Represents the estimated Federal and state tax provisions, which are
       calculated on the pro forma operating results of the Unconsolidated
       Subsidiaries, excluding amortization of goodwill, which is not deductible
       for tax purposes.


                                       22
<PAGE>   23

                             AIMCO PROPERTIES, L.P.
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                               COMPLETED
                                            TRANSACTIONS                        AMBASSADOR                           IFG
                                             AND PROBABLE      AMBASSADOR     PURCHASE PRICE       IFG AS           MERGER
                            HISTORICAL(A)      PURCHASES(B)   HISTORICAL(C)   ADJUSTMENTS(D)    ADJUSTED(E)     ADJUSTMENTS(F)
                            -------------   ---------------   -------------   --------------   --------------   --------------
<S>                         <C>             <C>               <C>             <C>              <C>              <C>
Rental and other property
  revenues................    $265,700         $ 18,063(H)
                                                  9,938(I)       $35,480         $    --          $  8,126         $     --
Property operating
  expenses................    (101,600)          (8,116)(H)
                                                 (4,638)(I)      (14,912)             --            (2,585)              --
Owned property management
  expense.................      (7,746)            (670)(H)
                                                   (517)(I)           --              --                --               --
Depreciation..............     (59,792)          (3,852)(H)
                                                 (3,659)(I)       (7,270)         (1,420)(M)          (904)          (1,273)(Q)
                              --------         --------         --------         -------          --------         --------

Income from property
  operations..............      96,562            6,549           13,298          (1,420)            4,637           (1,273)
                              --------         --------         --------         -------          --------         --------
Management fees and other
  income..................      13,968               --               --              --            71,155               --
Management and other
  expenses................      (8,101)              --               --              --           (41,477)              --
Corporate overhead
  allocation..............        (196)              --               --              --                --               --
Amortization..............          (3)              --               --              --           (13,986)         (25,861)(R)
                              --------         --------         --------         -------          --------         --------
Income from service
  company business........       5,668               --               --              --            15,692          (25,861)
                              --------         --------         --------         -------          --------         --------
General and administrative
  expenses................      (7,444)              --           (5,278)          5,278(N)        (61,386)          45,823(S)
Interest expense..........     (56,756)           2,432 (J)
                                                 (3,273)(K)      (10,079)            145(O)        (24,871)              --
Interest income...........      18,244               (1)              --              --            22,501               --
Minority interest in other
  partnerships............      (1,052)             537(L)          (252)            252(P)        (14,159)           6,622 (T)
Equity in losses of
  unconsolidated
  partnerships............      (5,078)              --              (71)             --            13,492          (14,304)(U)
Equity in earnings of
  unconsolidated
  subsidiaries............       8,413               --               --              --                --               --
Amortization of
  goodwill................      (5,071)              --               --              --                --               --
                              --------         --------         --------         -------          --------         --------
Income (loss) from
  operations..............      53,486            6,245           (2,382)          4,255           (44,094)          11,007 
Income tax provision......          --               --               --              --             1,180           (1,180)(V)
Gain on dispositions of
  property................       2,783           (2,783)              --              --             6,576           (6,576)
                              --------         --------         --------         -------          --------         --------
Net income................      56,269            3,462           (2,382)          4,255           (36,338)           3,251 
Income attributable to
  preferred unitholders...      16,320           14,594               --              --                --               --
                              --------         --------         --------         -------          --------         --------
Income (loss) attributable
  to common unitholders...    $ 39,949         $(11,132)        $ (2,382)        $ 4,255          $(36,338)        $  3,251 
                              ========         ========         ========         =======          ========         ========
Basic earnings (loss) per
  OP Unit.................    $   0.80
                              ========
Diluted earnings (loss) per
  OP Unit.................    $   0.79
                              ========
Weighted average OP Units
  outstanding.............      50,420
                              ========
Weighted average OP Unit
  and equivalents
  outstanding.............      50,544
                              ========
 
<CAPTION>
                                 IFG
                            REORGANIZATION     
                            ADJUSTMENTS(G)   PRO FORMA
                            --------------   ---------
<S>                         <C>              <C>
Rental and other property
  revenues................     $     --      $337,307
Property operating
  expenses................           --      (131,851)
Owned property management
  expense.................           --        (8,933)
Depreciation..............           --       (78,170)
                               --------      --------
Income from property
  operations..............           --       118,353
                               --------      --------
Management fees and other
  income..................      (56,211)(W)    28,912
Management and other
  expenses................       35,192(W)    (14,386)
Corporate overhead
  allocation..............           --          (196)
Amortization..............       21,266(X)    (18,584)
                               --------      --------
Income from service
  company business........          247        (4,254)
                               --------      --------
General and administrative
  expenses................       13,800(W)     (9,207)
Interest expense..........           --       (92,402)(AA)
Interest income...........          143(Y)     40,887
Minority interest in other
  partnerships............           --        (8,052)
Equity in losses of
  unconsolidated
  partnerships............           --        (5,961)
Equity in earnings of
  unconsolidated
  subsidiaries............       (6,875)(Z)     1,538(CC)
Amortization of
  goodwill................           --        (5,071)
                               --------      --------
Income (loss) from
  operations..............        7,315        35,832
Income tax provision......           --            --
Gain on dispositions of
  property................           --            --
                               --------      --------
Net income ...............        7,315        35,832
Income attributable to
  preferred unitholders...           --        30,914(BB)
                               --------      --------
Income (loss) attributable
  to common unitholders...     $  7,315      $  4,918(AA)
                               ========      ========
Basic earnings (loss) per
  OP Unit.................                   $   0.07(AA)
                                             ========
Diluted earnings (loss) per
  OP Unit.................                   $   0.07(AA)
                                             ========
Weighted average OP Units
  outstanding.............                     68,554
                                             ========
Weighted average OP Units
  and equivalents
  outstanding.............                     69,218
                                             ========
</TABLE>

                                       23
<PAGE>   24
 
- -------------------------
 
(A)    Represents the Partnership's unaudited consolidated results of operations
       for the nine months ended September 30, 1998.
 
(B)    Represents adjustments to reflect the following as if they had occurred
       on January 1, 1998: (i) the 1998 Stock Offerings; (ii) the 1998
       Acquisitions; (iii) the Probable Purchases; and (iv) the 1998
       Dispositions.
 
(C)    Represents the unaudited historical statement of operations of Ambassador
       for the four months ended April 30, 1998. Certain reclassifications have
       been made to Ambassador's historical Statement of Operations to conform
       to the Partnership's Statement of Operations presentation.
 
(D)    Represents the following adjustments occurring as a result of the
       Ambassador Merger: (i) the incremental depreciation of the purchase price
       adjustment related to real estate; (ii) the reduction in personnel costs,
       primarily severance costs, pursuant to a restructuring plan; (iii) the
       reduction of interest expense resulting from the net reduction of debt;
       and (iv) the elimination of the minority interest associated with
       Jupiter-I, L.P.
(E)    Represents adjustments to reflect the IFG Merger, the AMIT Merger, the
       IPT Merger and the spin-off of the common stock of Holdings as if these
       transactions had occurred on January 1, 1998. These adjustments are
       detailed, as follows:
 
<TABLE>
<CAPTION>
                                           IFG           AMIT        HOLDINGS          IFG
                                      HISTORICAL(i)   MERGER(ii)   SPIN-OFF(iii)   AS ADJUSTED
                                      -------------   ----------   -------------   -----------
   <S>                                <C>             <C>          <C>             <C>
   Rental and other property
     revenues.......................    $   7,566       $  560       $      --      $  8,126
   Property operating expenses......       (2,585)          --              --        (2,585)
   Depreciation.....................         (904)          --              --          (904)
                                        ---------       ------       ---------      --------
   Income from property
     operations.....................        4,077          560              --         4,637
                                        ---------       ------       ---------      --------
   Management fees and other
     income.........................      311,475           --        (240,320)       71,155
   Management and other expenses....     (252,295)          --         210,818       (41,477)
   Amortization.....................      (26,781)         (48)         12,843       (13,986)
                                        ---------       ------       ---------      --------
   Income from service company
     business.......................       32,399          (48)        (16,659)       15,692
                                        ---------       ------       ---------      --------
   General and administrative
     expenses.......................      (66,272)        (675)          5,561       (61,386)
   Interest expense.................      (24,164)          --            (707)      (24,871)
   Interest income..................       18,817        4,193            (509)       22,501
   Minority interest ...............      (14,159)          --              --       (14,159)
   Equity in losses of
     unconsolidated partnerships....       12,169                        1,323        13,492
                                        ---------       ------       ---------      --------
   Income (loss) from operations....      (37,133)       4,030         (10,991)      (44,094)
   Income tax provision.............       (4,772)          --           5,952         1,180 
   Gain on disposition of property..        5,888          688              --         6,576
                                        ---------       ------       ---------      --------
   Item income (loss)...............    $ (36,017)      $4,718       $  (5,039)     $(36,338)
                                        =========       ======       =========      ========
</TABLE>
 
- ---------------
 
       (i)  Represents the unaudited consolidated results of operations of IFG
            for the nine months ended September 30, 1998. 


                                       24
<PAGE>   25
             Certain reclassifications have been made to IFG's historical
             statement of operations to conform to the Partnership's statement
             of operations presentation.
 
       (ii)  Represents the historical statement of operations of AMIT, as well
             as pro forma adjustments related to the AMIT Merger. The AMIT
             Merger closed prior to the IFG Merger.
 
       (iii) Represents the distribution of two shares of Holdings common stock
             for each three shares of IFG common stock to holders of IFG common
             stock.
 
(F)    Represents the following adjustments occurring as a result of the IFG
       Merger: (i) the incremental depreciation of the purchase price adjustment
       related to consolidated real estate and investments in real estate
       partnerships; (ii) the amortization of goodwill and property management
       contracts resulting from the IFG Merger; (iii) the increase in interest
       expense resulting from the net increase in debt; and (iv) the elimination
       of the income tax provision.
 
(G)    Represents adjustments related to the IFG Reorganization, whereby,
       following the IFG Merger, the Partnership contributed or sold to the
       combined Unconsolidated Subsidiaries certain assets and liabilities of
       IFG, primarily management contracts and related working capital assets
       and liabilities related to IFG's third party management operations. The
       adjustments reflect the related revenues and expenses primarily related
       to the management operations owned by IFG, with additional amortization
       recorded related to the Partnership's new basis resulting from the
       allocation of the purchase price of IFG.
 
(H)    Represents adjustments to reflect the 1998 Acquisitions, less the 1998
       Dispositions as if they had occurred on January 1, 1998. These pro forma
       operating results are based on historical results of the properties,
       except for depreciation, which is based on the Partnership's investment
       in the properties.
 
       These adjustments are as follows:
 
<TABLE>
<CAPTION>
                                                 1998          1998
                                             ACQUISITIONS   DISPOSITIONS    TOTAL
                                             ------------   ------------   -------
   <S>                                       <C>            <C>           <C>
   Rental and other property revenues......    $19,014         $(951)     $18,063
   Property operating expense..............     (8,492)          376       (8,116)
   Owned property management expense.......       (707)           37         (670)
   Depreciation............................     (3,945)           93       (3,852)
</TABLE>

(I)    Represents adjustments to reflect the Probable Purchases as if they had
       occurred on January 1, 1998.  These pro forma operating results are based
       on historical results of the properties, except for depreciation, which
       is based on the Partnership's investment in the properties.
   
(J)    Represents adjustments to interest expense for the following:
 
<TABLE>
   <S>                                                           <C>
   Borrowings on the Partnership's credit facilities and 
     other loans and mortgages assumed in connection with 
     the 1998 Acquisitions.....................................  $(7,894)
   Repayments on the Partnership's credit facilities and 
     other indebtedness with proceeds from the 1998 
     Dispositions and the 1998 Stock Offerings.................   10,326
                                                                 -------
                                                                 $ 2,432
                                                                 =======
</TABLE>

(K)    Represents adjustments to interest expense related to the assumption
       of mortgage debt in connection with the probable purchases.
 
(L)    Represents income related to limited partners in consolidated 
       partnerships acquired in connection with the 1998 Acquisitions.

(M)    Represents incremental depreciation related to the real estate assets
       purchased in connection with the Ambassador Merger. Buildings and
       improvements are


                                       25
<PAGE>   26
       depreciated on the straight-line method over a period of 30 years, and
       furniture and fixtures are depreciated on the straight-line method over a
       period of 5 years.
 
(N)    Decrease results from identified historical costs of certain items which
       will be eliminated or reduced as a result of the Ambassador Merger, as
       follows:
 
<TABLE>
   <S>                                                           <C>
   Duplication of public company expenses......................  $  355
   Reduction in salaries and benefits..........................   2,482
   Merger related costs........................................   1,212
   Other.......................................................   1,229
                                                                 ------
                                                                 $5,278
                                                                 ======
</TABLE>
 
       The reduction in salaries and benefits is pursuant to a restructuring
       plan, approved by the Company's senior management, assuming that the 
       Ambassador Merger had occurred on January 1, 1998 and that the 
       restructuring plan was completed on January 1, 1998. The restructuring 
       plan specifically identifies all significant actions to be taken to 
       complete the restructuring plan, including the reduction of personnel, 
       job functions, location and date of completion.
 
(O)    Represents the decrease in interest expense of $1,480 related to the
       repayment of the Ambassador revolving lines of credit upon consummation
       of the Ambassador Merger, offset by an increase in interest expense of
       $1,335 related to borrowings under the Partnership's line of credit.
 
(P)    Represents elimination of minority interest in Jupiter-I, L.P. resulting
       from the redemption of limited partnership interests not owned by
       Ambassador in connection with the Ambassador Merger.
 
(Q)    Represents incremental depreciation related to the consolidated real
       estate assets purchased in connection with the IFG Merger and IPT Merger,
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG and IPT. Buildings and improvements are depreciated
       on the straight-line method over a period of 20 years, and furniture and
       fixtures are depreciated on the straight-line method over a period of 5
       years.
 
(R)    Represents incremental depreciation and amortization of the tangible and
       intangible assets related to the property management business of IFG,
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG, including amortization of property management
       contracts of $27,084, amortization of goodwill of $9,873, and
       depreciation of furniture, fixtures, and equipment of $2,842, less IFG's
       historical depreciation and amortization of $13,938. Property management
       contracts are amortized using the straight-line method over a period of
       three years. Furniture, fixtures, and equipment are depreciated using the
       straight-line method over a period of three years. Goodwill is amortized
       using the straight-line method over 20 years.
 
(S)    Represents the elimination of merger related expenses recorded by IFG
       during the nine months ended September 30, 1998. In connection with the 
       IFG Merger, certain IFG executives will receive one-time lump-sum
       payments in connection with the termination of their employment and
       option agreements. The total of these lump sum payments is estimated to
       be approximately $50,000.
 


                                       26
<PAGE>   27
(T)    Represents elimination of minority interest in IPT resulting from the 
       IPT merger.       
 
(U)    Represents amortization related to the increased basis in investment in
       real estate partnerships, as a result of the allocation of the purchase
       price of IFG and IPT, based on an estimated average life of 20 years, and
       based on the Partnership's new basis resulting from the allocation of the
       purchase price of IFG and IPT.
 
(V)    Represents the reversal of IFG's income tax provision.
 
(W)    Represents the historical income and expenses associated with certain
       assets and liabilities of IFG that were contributed or sold to the
       Unconsolidated Subsidiaries, primarily related to the management
       operations of IFG.
 
(X)    Represents the depreciation and amortization of certain management
       contracts and furniture, fixtures, and equipment that were contributed or
       sold to the Unconsolidated Subsidiaries, primarily related to the
       management operations of IFG, based on the Partnership's new basis 
       resulting from the allocation of the purchase price of IFG.

(Y)    Represents interest income of $2,861 earned on notes payable of $45,000
       to the Partnership issued as consideration for certain assets and 
       liabilities sold to the Unconsolidated Subsidiaries of the Partnership, 
       net of the elimination of the Partnership's share of the related interest
       expense of $2,718 reflected in the equity in earnings of the 
       Unconsolidated Subsidiaries.

(Z)    Represents the Partnership's equity in earnings of the Unconsolidated 
       Subsidiaries.
 
(AA)   The following table presents the net impact to pro forma net income
       applicable to holders of shares of AIMCO Common Stock and net income per
       share of AIMCO Common Stock assuming the interest rate per annum
       increases by 0.25%:
 
<TABLE>
   <S>                                                            <C>
   Increase in interest........................................   $    702
                                                                  ========
   Net income..................................................   $ 35,130
                                                                  ========
   Net income attributable to OP Unitholders...................   $  4,216
                                                                  ========
   Basic loss per OP Unit......................................   $   0.06 
                                                                  ========
   Diluted loss per OP Unit....................................   $   0.06 
                                                                  ========
</TABLE>
 
(BB)   Represents the net income attributable to holders of the Class B
       Preferred Units, the Class C Preferred Units, the Class D
       Preferred Units


                                       27
<PAGE>   28
       the Class G Preferred Units, the Class H Preferred Units and the Class J
       Preferred Units as if these stock offerings had occurred as of January 1,
       1997.
 
(CC)   Represents the Partnership's equity in earnings in the Unconsolidated 
       Subsidiaries of $(1,180) plus the elimination of intercompany interest of
       $2,718. The combined Pro Forma Statement of Operations of the
       Unconsolidated Subsidiaries for the nine months ended September 30, 1998
       is presented  below, which represents the effects of the Ambassador
       Merger, the IFG  Merger and the IFG Reorganization as if these
       transactions had occurred as of January 1, 1997.


                                       28
<PAGE>   29

                          UNCONSOLIDATED SUBSIDIARIES
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                               IFG           
                                        HISTORICAL(i)   REORGANIZATION(ii)   PRO FORMA
                                        -------------   ------------------   ----------
<S>                                     <C>             <C>                  <C>
Rental and other property revenues....    $  9,910           $     --         $  9,910
Property operating expense............      (5,139)                --           (5,139)
Owned property management expense.....        (345)                --             (345)
Depreciation expense..................      (1,026)                --           (1,026)
                                          --------           --------         --------
Income from property operations.......       3,400                 --            3,400
                                          --------           --------         --------
Management fees and other income......      57,665             56,211 (iii)    113,876
Management and other expenses.........     (36,221)           (35,192)(iii)    (71,413)
Amortization..........................      (2,111)           (21,266)(iv)     (23,377)
                                          --------           --------         --------
Income from service company...........      19,333               (247)          19,086
General and administrative expense....          --            (13,800)(iii)    (13,800)
Interest expense......................      (6,931)            (2,861)(v)       (9,792)
Interest income.......................         617                 --              617
Minority interest.....................        (526)                --             (526)
                                          --------           --------         --------
Income (loss) from operations.........      15,893            (16,908)          (1,015)
Income tax provision..................      (7,037)             6,810 (vi)        (227)
                                          --------           --------         --------
Net income (loss).....................    $  8,856           $(10,098)        $ (1,242)
                                          ========           ========         ========
Income (loss) attributable to
  preferred stockholders..............    $  8,413           $ (9,593)        $ (1,180)
                                          ========           ========         ========
Income (loss) attributable to common
  stockholders........................    $    443           $   (505)        $    (62)
                                          ========           ========         ========
</TABLE>
 
- -------------------------
 
(i)    Represents the Unconsolidated Subsidiaries historical consolidated
       results of operations.
 
(ii)   Represents adjustments related to the IFG Reorganization, whereby,
       following the IFG Merger, the Partnership contributed or sold to the
       combined Unconsolidated Subsidiaries certain assets and liabilities of
       IFG, primarily related to the management operations owned by IFG. The
       adjustments reflect the related revenues and expenses primarily related
       to the management operations owned by IFG, with additional amortization
       recorded related to the Partnership's new basis resulting from the
       allocation of the purchase price of IFG.
 
(iii)  Represents the historical income and expenses associated with certain
       assets and liabilities of IFG that were contributed or sold to the 
       Unconsolidated Subsidiaries, primarily related to the management 
       operations of IFG.


                                       29
<PAGE>   30
(iv)   Represents the depreciation and amortization of certain management
       contracts and furniture, fixtures, and equipment contributed or sold to
       the Unconsolidated Subsidiaries, primarily related to the management
       operations of IFG, based on the Partnership's new basis resulting from
       the allocation of the purchase price of IFG.
 
(v)    Represents adjustment for interest expense related to a note payable to
       the Partnership.

(vi)   Represents the estimated Federal and state tax provisions, which are
       calculated on the pro forma operating results of the Unconsolidated
       Subsidiaries, excluding amortization of goodwill, which is not deductible
       for tax purposes.

                                       30



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