Form: 8-K

Current report

May 8, 2006

Documents

8-K: Current report

Published on May 8, 2006



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): May 8, 2006

Kimco Realty Corporation

(Exact Name of Registrant as Specified in Charter)


Maryland 1-10899 13-2744380
- ---------------------------- -------------- ------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)


3333 New Hyde Park Road
New Hyde Park, New York 11042-0020

(Address of Principal Executive Offices)
--------------------

(516) 869-9000

(Registrant's telephone number, including area code)

(Former name of former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. Below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




TABLE OF CONTENTS

ITEM 8.01 OTHER EVENTS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

Exhibit Index
EXHIBIT 23.1




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ITEM 8.01. OTHER EVENTS

During March 2006, Kimco Realty Corporation and Subsidiaries (the "Company")
acquired interests in two shopping center properties located in Caguas and
Carolina, Puerto Rico, comprising an aggregate of approximately 0.8 million
square feet of gross leasable area ("GLA"), valued at an aggregate $185.9
million. The properties were acquired through the issuance of redeemable units
from a consolidated subsidiary and consist of approximately $84.4 million of
floating and fixed-rate redeemable units, approximately $29.1 million of
redeemable units, which are redeemable at the option of the holder and
approximately $72.4 million in cash.

Additionally during March 2006, the Company committed to acquire interests in
five additional shopping center properties located in Puerto Rico, comprising an
aggregate of approximately 1.4 million square feet of GLA, with an aggregate
value of approximately $262.3 million. Consideration for these additional
acquisitions will consist of approximately $41.5 million of cash, the issuance
of approximately $72.0 million of floating and fixed-rate redeemable units, the
issuance of approximately $16.7 million of redeemable units, which are
redeemable at the option of the holder and the assumption of approximately
$132.1 million of non-recourse mortgage debt. The additional acquisitions are
scheduled to close the earlier of the completion of the mortgage assumptions or
December 1, 2006.

These property transactions (the "Puerto Rico Portfolio") are with unrelated
third parties and represent individually insignificant acquisitions.

Details of the Puerto Rico Portfolio acquisition are as follows (in thousands):




Purchase Price
------------------------------------------------------
Debt
Assumed
Property Name Location Cash Units Issued (2) Total GLA
- ------------- ----------------- -------- ------------ -------- -------- -----

Plaza Centro (1) Caguas, PR $ 51,271 $ 80,959 $ - $132,230 441
Los Colobos (1) Carolina, PR 38,591 51,790 14,470 104,851 342
Western Plaza Mayaguez, PR 6,495 22,290 27,670 56,455 352
Ponce Town Center Ponce, PR 3,949 12,555 25,813 42,317 200
Rexville Town Ctr Bayamon, PR 4,762 21,339 44,386 70,487 195
Trujillo Alto Plaza Trujillo Alto, PR 7,512 11,490 14,681 33,683 203
Villa Maria SC Manati, PR 1,292 1,749 5,125 8,166 70
-------- -------- -------- -------- -----
$113,872 $202,172 $132,145 $448,189 1,803
======== ======== ======== ======== =====


(1) Includes properties acquired during March 2006.
(2) Assumed mortgages bear interest at fixed rates ranging from 5.48% to 8.17%
and maturities ranging from September 2007 to March 2014.

FORWARD LOOKING STATEMENTS

Some of the information included in this report contains forward-looking
statements, such as those related to the purchase price and financial statements
of property acquisitions, which are made pursuant to the safe-harbor provisions
of Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended. Because these forward-looking
statements involve risks and uncertainties, there are important factors that
could cause our actual results to differ materially from those in the
forward-looking statements, and you should not rely on the forward-looking
statements as predictions of future events. The events or circumstances
reflected in forward-looking statements might not occur. You can identify
forward-looking statements by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," "seeks," "approximately,"
"intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of
these words and phrases or similar words or phrases. You



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can also identify forward-looking statements by discussions of strategy, plans
or intentions. Forward-looking statements are necessarily dependent on
assumptions, data or methods that may be incorrect or imprecise and we may not
be able to realize them. We caution you not to place undue reliance on
forward-looking statements, which reflect our analysis only and speak only as of
the date of this report or the dates indicated in the statements. We assume no
obligation to update or supplement forward-looking statements. The following
factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking
statements: defaults on or non-renewal of leases by tenants, increased interest
rates and operating costs, our failure to obtain necessary outside financing,
difficulties in identifying properties to acquire and in effecting acquisitions,
our failure to successfully integrate acquired properties and operations, our
failure to divest properties we have contracted to sell or to timely reinvest
proceeds from any divestitures, risks and uncertainties affecting property
development and construction (including construction delays, cost overruns, our
inability to obtain necessary permits and public opposition to these
activities), our failure to qualify and maintain our status as a real estate
investment trust, environmental uncertainties, risks related to natural
disasters, financial market fluctuations, changes in real estate and zoning
laws, risks related to doing business internationally and increases in real
property tax rates. Our success also depends upon economic trends generally,
including interest rates, income tax laws, governmental regulation, legislation,
population changes and certain other matters discussed under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Business Risks" and elsewhere in our most recent annual report for
the year ended December 31, 2005 Form 10-K.




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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Report of Independent Auditors

- Combined Historical Summary of Revenues and Certain Expenses of the
Puerto Rico Portfolio for the year ended December 31, 2005

- Notes to Combined Historical Summary of Revenues and Certain Expenses for
the Puerto Rico Portfolio for the year ended December 31, 2005

(b) Pro Forma Financial Information for Kimco Realty Corporation (Unaudited):

- Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2005

- Notes and adjustments to Pro Forma Condensed Consolidated Balance Sheet
as of December 31, 2005

- Pro Forma Consolidated Statement of Income for the year ended December
31, 2005

- Notes and adjustments to Pro Forma Consolidated Statement of Income for
the year ended December 31, 2005

(c) Pro Forma Statement of Estimated Taxable Operating Results and Cash to be
Made Available by Operations

(d) Exhibits:

23.1 Consent of PricewaterhouseCoopers LLP




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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Kimco Realty Corporation:

We have audited the accompanying Combined Historical Summary of Revenues and
Certain Expenses (the "Historical Summary") of the Puerto Rico Portfolio (the
"Portfolio") for the year ended December 31, 2005. This Historical Summary is
the responsibility of the Portfolio's management. Our responsibility is to
express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the United States Securities and Exchange
Commission (for inclusion in the Form 8-K of Kimco Realty Corporation) as
described in Note 1 and is not intended to be a complete presentation of the
Portfolio's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and certain expenses described in Note 1 of the
Portfolio for the year ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
New York, New York
May 5, 2006





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Puerto Rico Portfolio
Combined Historical Summary of Revenues and Certain Expenses
For the Year Ended December 31, 2005
(in thousands)


Revenues
Rental revenue $38,515
-------

Expenses
Real estate taxes 924
Operating and maintenance 7,241
General and administrative 1,091
-------

Total expenses 9,256
-------


Revenues in excess of certain expenses $29,259
=======



The accompanying notes are an integral part of this combined
historical summary.






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Notes to Combined Historical Summary of Revenues and Certain Expenses
For the Year Ended December 31, 2005

1. BACKGROUND AND BASIS OF PRESENTATION

The accompanying combined historical summary of revenues and certain expenses
(the "Historical Summary") presents the results of operations of the Puerto Rico
Portfolio (the "Portfolio") for the year ended December 31, 2005. During March
2006, Kimco Realty Corporation and Subsidiaries (the "Company") acquired
interests in two shopping center properties located in Caguas and Carolina,
Puerto Rico, comprising an aggregate of approximately 0.8 million square feet of
gross leasable area "GLA", for an aggregate purchase price of approximately
$185.9 million. Additionally during March 2006, the Company committed to acquire
five additional shopping center properties located in Puerto Rico, comprising an
aggregate of approximately 1.4 million square feet of GLA, for an aggregate
purchase price of approximately $262.1 million. Details of the Portfolio are as
follows (in thousands):

GLA
Property Name Location (unaudited)
- ------------- -------- -----------
Plaza Centro Caguas, PR 441
Los Colobos Carolina, PR 342
Western Plaza Mayaguez, PR 352
Ponce Town Center Ponce, PR 200
Rexville Town Center Bayamon, PR 195
Trujillo Alto Plaza Trujillo Alto, PR 203
Villa Marie SC Manati, PR 70
-----
1,803

The accompanying Historical Summary has been prepared on the accrual basis of
accounting and is presented on a combined basis due to common ownership. The
Historical Summary has been prepared for the purpose of complying with the rules
and regulations of the United States Securities and Exchange Commission and for
inclusion in the Current Report on Form 8-K of the Company. The Historical
Summary is not intended to be a complete presentation of the revenues and
expenses of the Portfolio as certain expenses, primarily depreciation and
amortization, interest, property management fees and other costs not directly
related to the future operations of the Portfolio, have been excluded.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Base rental revenues from rental properties are recognized on a straight-line
basis over the terms of the related leases. Certain of these leases also provide
for percentage rents based upon the level of sales achieved by the lessee. These
percentage rents are recognized once the required sales level is achieved.
Rental income may also include payments received in connection with lease
termination agreements. In addition, leases typically provide for reimbursement
to the Company of common area maintenance costs, real estate taxes and other
operating expenses. Operating expense reimbursements are recognized as earned.

PROPERTY OPERATING EXPENSES

Property operating expenses represent the direct expenses of operating the
Portfolio and include maintenance, utilities and repair costs that are expected
to continue in the ongoing operations of the Portfolio. Expenditures for
maintenance and repairs are charged to operations as incurred.

USE OF ESTIMATES

The preparation of the Historical Summary in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
revenues and certain expenses during the reporting period, to disclose
contingent


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Notes to Historical Summary of Revenues and Certain Expenses
For the Year Ended December 31, 2005

assets and liabilities at the date of the Historical Summary and report amounts
of revenues and expenses during the reporting period. Actual results may differ
from those estimates.

3. COMMITMENTS

The Puerto Rico Portfolio leases premises to tenants pursuant to lease
agreements, which provide for terms ranging from two to 35 years. The future
minimum revenues from rental property under the terms of all-non-cancellable
tenant leases, assuming no new or renegotiated leases are executed for such
premises, for the future years are approximately as follows (in thousands):

2006 $ 31,032
2007 30,231
2008 29,291
2009 27,472
2010 24,733
Thereafter 170,124
--------

Total $312,883
========



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KIMCO REALTY CORPORATION
PRO FORMA FINANCIAL INFORMATION INTRODUCTION
(UNAUDITED)

The accompanying unaudited pro forma condensed consolidated balance sheet as of
December 31, 2005, has been prepared to reflect the effect of the Puerto Rico
Portfolio acquisition by the Company, as if such transaction had occurred on
December 31, 2005.

The accompanying unaudited pro forma consolidated statement of operations for
the year ended December 31, 2005, has been prepared to reflect the effect of the
Puerto Rico Portfolio acquisition by the Company, as if such transaction had
occurred on January 1, 2005.

These unaudited pro forma consolidated statements should be read in connection
with the historical consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2005. In the opinion of management, the pro forma consolidated financial
information provides for all adjustments necessary to reflect the effects of the
above transactions.

The pro forma information is unaudited and is not necessarily indicative of the
consolidated results that would have occurred if the transactions and
adjustments reflected therein had been consummated in the period or on the date
presented, or on any particular date in the future, nor does it purport to
represent the financial position, results of operations or cash flows for future
periods.

The Puerto Rico Portfolio's five largest tenants were Wal-Mart, The Home Depot,
Sears Holdings, Office Max and Costco, which represented approximately 7.3%,
6.9%, 4.5%, 4.1% and 3.2% of the Puerto Rico Portfolio's annual base rental
revenue for the year ended December 31, 2005.

The Company currently anticipates that it will spend approximately $500,000 over
the next year for capital improvements for the Puerto Rico Portfolio.

The Company, after reasonable inquiry, is not aware of any material factors
relating to the Puerto Rico Portfolio other than those stated above that would
cause the reported financial information not to be indicative of future
operating results.





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KIMCO REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2005
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE INFORMATION)



PUERTO RICO
PORTFOLIO
COMPANY (1) ACQUISITION (2) PRO FORMA
----------- --------------- -----------

Assets:
Real estate, net $ 3,820,279 $ 479,198 (2) $ 4,299,477
Investment and advances in real estate joint ventures 735,648 735,648
Other real estate investments 283,035 283,035
Mortgages and other financing receivables 132,675 132,675
Cash and cash equivalents 76,273 (53,872)(2) 22,401
Marketable securities 206,452 206,452
Accounts and notes receivable 64,329 64,329
Other assets 215,945 215,945
----------- ----------- -----------
$ 5,534,636 $ 425,326 $ 5,959,962
=========== =========== ===========

Liabilities & Stockholders' Equity:
Notes payable $ 2,147,405 $ 60,000 (2) $ 2,207,405
Mortgages payable 315,336 134,330 (2) 449,666
Construction loans payable 228,455 228,455
Dividends payable 78,168 78,168
Other liabilities 255,214 28,824 (2) 284,038
----------- ----------- -----------
3,024,578 223,154 3,247,732
----------- ----------- -----------
Minority interests 122,844 202,172 (2) 325,016
----------- ----------- -----------
Commitments and contingencies

Stockholders' Equity
Preferred stock, $1.00 par value, authorized 3,600,000 shares Class F
Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares 700 700
Aggregate liquidation preference $175,000
Common stock, $.01 par value, authorized 300,000,000 shares
Issued and outstanding 228,059,056 2,281 2,281
Paid-in capital 2,255,332 2,255,332
Retained earnings 59,855 59,855
----------- ----------- -----------
2,318,168 - 2,318,168
Accumulated other comprehensive income 69,046 69,046
----------- ----------- -----------
2,387,214 - 2,387,214
----------- ----------- -----------
$ 5,534,636 $ 425,326 $ 5,959,962
=========== =========== ===========



The accompanying notes are an integral part of this pro forma condensed
consolidated balance sheet.

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KIMCO REALTY CORPORATION
NOTES AND ADJUSTMENTS TO PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
(UNAUDITED, DOLLARS IN THOUSANDS)

(1) Reflects the unaudited condensed consolidated balance sheet of the Company
as of December 31, 2005. See the historical consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.

(2) Reflects the acquisition of the Puerto Rico Portfolio and may differ from
the actual purchase price allocation upon realization of any accrued costs and
final fair value determination of certain intangible assets and liabilities. The
aggregate purchase price of approximately $448.2 million has been allocated to
the tangible and intangible assets and liabilities of the properties in
accordance with Statement of Accounting Standards ("SFAS") No. 141, Business
Combinations ("SFAS No. 141"). Real estate, net includes intangible assets for
the value attributable to above market leases, in-place leases, and tenant
relationships. The total purchase price is increased by intangible liabilities
for the value attributable to assumed mortgage debt premiums and below market
leases and decreased for the value attributable to assumed mortgage debt
discounts. The source of funding for these acquisitions consists of
approximately $113.9 million in cash, the issuance of approximately $156.4
million of floating and fixed-rate redeemable units, the issuance of
approximately $45.8 million of redeemable units, which are redeemable at the
option of the holder, and the assumption of approximately $132.1 million of
non-recourse mortgage debt. The cash portion of the acquisition price consists
of existing cash and a $60.0 million borrowing from the Company's unsecured
revolving credit facility.

The purchase price has been allocated as follows (in thousands):

Purchase Price Allocation
-------------------------
Land 30.1% $135,112
Building 43.2% 193,661
Building Improvements 20.1% 90,075
Tenant Improvements 5.0% 22,519
Leases in Place 4.8% 21,618
Tenant Relationships 1.9% 8,557
Above Market Leases 1.7% 7,656
Below Market Leases -6.4% (28,824)
Net Mortgage Premium -0.4% (2,185)
----- --------
100.0% $448,189
===== ========





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KIMCO REALTY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)



PUERTO RICO
PORTFOLIO
COMPANY (1) ACQUISITION (2) ADJUSTMENTS PRO FORMA
----------- --------------- ------------- ---------

REAL ESTATE OPERATIONS:
Revenues from rental property $ 522,545 $ 38,515 (2) $ 3,039 (3) $ 564,099
--------- --------- --------- ---------

Rental property expenses:
Rent 10,267 - - 10,267
Real estate taxes 67,022 924 (2) - 67,946
Operating and maintenance 60,686 7,241 (2) - 67,927
--------- --------- --------- ---------
137,975 8,165 - 146,140
--------- --------- --------- ---------

384,570 30,350 3,039 417,959

Mortgage and other financing income 27,586 - - 27,586
Management and other fee income 30,474 - - 30,474
Depreciation and amortization (105,942) - (11,144)(4) (117,086)
General and administrative expenses (56,803) (1,091)(2) - (57,894)

Interest, dividends and other investment income 28,350 - - 28,350
Other income/(expense), net 5,393 - - 5,393
Interest expense (127,711) - (10,724)(5) (138,435)
--------- --------- --------- ---------
185,917 29,259 (18,829) 196,347

Provision for income taxes (430) - - (430)

Income from other real estate investments 57,943 - - 57,943
Equity in income of real estate joint ventures, net 77,454 - - 77,454
Minority interests in income, net (12,446) - (13,784)(6) (26,230)
Gain on sale of development properties
net of tax of $10,824 22,812 - - 22,812
--------- --------- --------- ---------

INCOME FROM CONTINUING OPERATIONS 331,250 29,259 (32,613) 327,896
--------- --------- --------- ---------

Preferred stock dividends (11,638) - - (11,638)
--------- --------- --------- ---------

INCOME FROM CONTINUING OPERATIONS
AVAILABLE TO COMMON SHAREHOLDERS $ 319,612 $ 29,259 $ (32,613) $ 316,258
--------- --------- --------- ---------

Per common share:
Income from continuing operations:
-Basic $ 1.41 $ 1.40
========= =========
-Diluted $ 1.38 $ 1.37
========= =========


Weighted average common shares outstanding:
-Basic 226,641 226,641
========= =========
-Diluted 230,868 231,508 (7)
========= =========




The accompanying notes are an integral part of this pro forma
consolidated statement of income.


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KIMCO REALTY CORPORATION
NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
(UNAUDITED, DOLLARS IN THOUSANDS)

(1) Reflects the consolidated operations of the Company related to continuing
operations for the year ended December 31, 2005. Revenues and expenses related
to discontinued operations are not included. See the historical consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2005.

(2) Reflects the rental revenues and operating expenses of the Puerto Rico
Portfolio based on the historical operations of such properties for the year
prior to acquisition by the Company.

(3) Reflects an adjustment to straight-line rent to re-set each tenant's
beginning lease term to January 1, 2005 and one year of amortization of
above-market and below-market leases (see table below).

(4) Reflects the estimated depreciation and amortization for the Puerto Rico
Portfolio acquisition in accordance with SFAS No. 141, generally using the
estimated useful lives of the real estate investments and related intangibles
based on the purchase price allocation. Depreciation and amortization expense is
computed on a straight-line basis over the estimated useful life of the assets
or liabilities as follows (in thousands):




Annual Depreciation & Rental Interest
Estimated Useful Life Amortization Expense Revenue Expense
--------------------- -------------------- ------- -------

Building 50 $ 3,873
Building Improvements 45 2,002
Tenant Improvements 10 2,252
Leases in Place 10 2,162
Tenant Relationships 10 855
Above Market Leases 10 - $ 765
Below Market Leases 10 - (2,882)
Net Mortgage Premium 4 - - $(105)
-------- -------- -----
$ 11,144 $ (2,117) $(105)
======== ======== =====


(5) Reflects the interest expense based on assumed mortgages related to the
Puerto Rico Portfolio acquisitions. Any mortgage premium or discount on existing
debt that is assumed is amortized into interest expense over the remaining term
of the related debt instrument (see table above). Additionally includes the
interest expense for the line of credit borrowing based on the additional
outstanding balance of the line of credit multiplied by the average interest
rate. The calculation of proforma interest expense is as follow (in thousands):

Assumed Mortgages $132,145
Weighted average fixed interest rate 6.56%
--------
Annual interest expense $ 8,674
========

Line of credit borrowing $ 60,000
Weighted averaged variable interest rate from 1/1/05 to 12/31/05 3.59%
--------
Annual interest expense $ 2,155
========

If market rates of interest on the variable debt changed by a 1% variance, then
the increase or decrease in interest expense on the variable debt would be
approximately $0.6 million annually.

(6) Reflects the annual rate of return to the unitholders. Annual return is
based upon floating and fixed-rates and the Company's common stock dividend.



14



KIMCO REALTY CORPORATION
NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
(UNAUDITED, DOLLARS IN THOUSANDS)

(7) Reflects the assumed conversion of certain stock options/deferred awards and
convertible units as follows (in thousands):


Weighted average common shares outstanding - basic 226,641

Effect of dilutive securities:
Stock options/deferred stock awards 4,227
Assumed conversion of certain convertible units 640
-------

Weighted average common shares outstanding - diluted 231,508
=======







15



KIMCO REALTY CORPORATION
PRO FORMA STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS AND CASH
TO BE MADE AVAILABLE BY OPERATIONS
(unaudited)

The following represents an estimate of the taxable operating results and cash
to be made available by operations by the Company (including the Puerto Rico
Portfolio) based upon the pro forma consolidated statement of operations for the
year ended December 31, 2005. These estimated results do not purport to
represent results of operations for the Company in the future and were prepared
based on the assumptions outlined in the following note, which should be read in
conjunction with this statement.




Proforma
(000's)
---------

Income from continuing operations $ 327,896

Net book depreciation in excess of tax depreciation 6,072
Deferred and prepaid rents (3,800)
Exercise of non-qualified stock options (33,752)
Book/tax differences from investment in real estate joint ventures (3,350)
Valuation adjustment of foreign currency contracts 2,537
Other book/tax differences, net 16,980
---------

Estimated taxable operating income 312,583

Adjustments:
Add -
Depreciation 117,086
Net book depreciation in excess of tax depreciation (6,072)
Amortization of acquired above-market and below market leases 2,117
Amortization of mortgage premium/discount 105
---------

Estimated cash to be made available by operations $ 425,819
=========






16



KIMCO REALTY CORPORATION
NOTE TO PRO FORMA STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS AND
CASH TO BE MADE AVAILABLE BY OPERATIONS
(unaudited)


1. Basis of Presentation

The pro forma results for December 31, 2005 presented in the Statement of
Estimated Taxable Operating Results and Cash to be Made Available by Operations
summarize the adjustments made to the results of operations of the Company for
the year ended December 31, 2005. The pro forma adjustments reflect activity as
if the acquisition of the Puerto Rico Portfolio had been completed as of January
1, 2005.










17




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 hereunto duly authorized.


Date: May 8, 2006 KIMCO REALTY CORPORATION
(registrant)


By: /s/ Michael V. Pappagallo
---------------------------------
Name: Michael V. Pappagallo
Its: Executive Vice President
and Chief Financial Officer



18




EXHIBIT INDEX


Exhibit Number Description
- -------------- -----------
23.1 Consent of PricewaterhouseCoopers LLP





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