1 EXHIBIT 99.1 FIRST UNION REAL ESTATE EQUITY and MORTGAGE INVESTMENTS Proforma Combined Balance Sheets as of December 31, 1998 (in thousands) 1998 1998 Adjustments Proforma ---- ----------- -------- ASSETS Investments in real estate Land $ 130,340 (31,549) $ 98,791 Buildings and improvements 676,519 (250,391) 426,128 --------- -------- --------- 806,859 (281,940) 524,919 Less - Accumulated depreciation (165,357) 97,368 (67,989) --------- -------- --------- Total investments in real estate 641,502 (184,572)(a) 456,930 Investment in joint venture 1,722 1,722 Mortgage loans and notes receivable 5,508 5,508 Other assets Cash and cash equivalents - unrestricted 28,649 -- 28,649 - restricted 16,526 16,526 Accounts receivable and prepayments 21,809 21,809 Investments 5 5 Inventory 2,798 2,798 Goodwill, net 45,379 45,379 Management and lease agreements, net 1,852 1,852 Deferred charges and other, net 6,864 6,864 Unamortized debt issue costs 7,758 (718)(a) 7,040 Other 6,312 -- 6,312 --------- -------- --------- Total assets $ 786,684 (185,290) $ 601,394 ========= ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Mortgage loans $ 345,042 (52,956)(a) $ 292,086 Notes payable 94,996 (60,327)(a) 34,669 Senior notes 12,538 -- (a) 12,538 Bank loans 125,821 (101,000)(a) 24,821 Accounts payable and accrued liabilities 42,659 42,659 Deferred obligations 10,602 10,602 Deferred capital gains and other deferred income 3,283 3,283 --------- -------- --------- Total liabilities 634,941 (214,283) 420,658 --------- -------- --------- Minority interest 1,047 1,047 Shareholders' equity Preferred shares of beneficial interest, $25 liquidation preference, 2,300,000 shares authorized and 1,349,000 outstanding 31,737 31,737 Shares of beneficial interest, $1 par, unlimited authorization, outstanding 31,416 31,416 Paid-in capital 89,660 28,993(a) 118,653 Foreign currency translation adjustment (2,117) (2,117) --------- -------- --------- Total shareholders' equity 150,696 28,993 179,689 --------- -------- --------- $ 786,684 -- $ 601,394 ========= ======== ========= (a) To reflect the registrant's sale of two office buildings and a shopping center and the potential sales of nine additional shopping malls, one office building and eight apartment complexes which are under contract to be sold. The net proceeds after closing costs, mortgage prepayment fees and mortgage prepayments would be $161.3 million. For the purposes of the historical balance sheet, the remaining proceeds are used to repay $60.3 million of Notes payable and $101 million of Bank loans. The sale of the two office buildings and a shopping center resulted in gross proceeds of $27.2 million which represents 3% of the registrant's December 31, 1998 total assets.