Exhibit 99.3 KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 ------------------------------- (Unaudited) The following unaudited Pro Forma Combined Condensed Consolidated Balance Sheet gives effect to the proposed Merger as if the Merger had occurred on September 30, 1997, under the purchase method of accounting in accordance with Accounting Standards Board Opinion No. 16. In addition, the Kimco Pro Forma Balance Sheet column at September 30, 1997 assumes the completion, as of September 30, 1997,of the acquisition of eight shopping center properties (See Note 1 to the unaudited Pro Forma Combined Condensed Consolidated Balance Sheet). The unaudited Pro Forma Combined Condensed Consolidated Balance Sheet is presented for comparative purposes only and is not necessarily indicative of what the actual combined financial position of Kimco and Price REIT would have been at September 30, 1997, nor does it purport to represent the future combined financial position of Kimco and Price REIT. This information should be read in conjunction with the audited consolidated financial statements and other financial information contained in Kimco's Annual Report on Form 10-K and Price REIT's Annual Report on Form 10-K for the year ended December 31, 1996, respectively, including the notes thereto, and the unaudited condensed consolidated financial statements contained in Kimco's Quarterly Report on Form 10-Q and Price REIT's Quarterly Report on Form 10-Q for the period ended September 30, 1997, including the notes thereto, and in each case incorporated by reference herein. KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 ------------ (Unaudited) (000's) Kimco Price Reit Pro Forma Pro Forma Pro Forma Historical Adjustments Results ----------- ----------- ----------- ----------- Assets: Real estate, net of accumulated depreciation $ 1,184,936 $ 534,467 $ 215,019 $ 1,934,422 Investment in retail store leases 16,409 -- -- 16,409 Cash and cash equivalents 55,042 15,097 (6,000) 64,139 Other assets 92,118 42,793 -- 134,911 ----------- ----------- ----------- ----------- $ 1,348,505 $ 592,357 $ 209,019 $ 2,149,881 =========== =========== =========== =========== Liabilities: Notes payable $ 410,250 $ 223,038 $ -- $ 633,288 Mortgages payable 122,121 26,301 -- 148,422 Other liabilities, including minority interests in partnerships 72,451 14,967 2,179 89,597 ----------- ----------- ----------- ----------- 604,822 264,306 2,179 871,307 ----------- ----------- ----------- ----------- Stockholders' Equity: Preferred stock 900 -- 476 1,376 Common stock 404 117 2 523 Paid-in capital 857,569 354,624 179,672 1,391,865 Cumulative distributions in excess of net income (115,190) (26,690) 26,690 (115,190) ----------- ----------- ----------- ----------- 743,683 328,051 206,840 1,278,574 ----------- ----------- ----------- ----------- $ 1,348,505 $ 592,357 $ 209,019 $ 2,149,881 =========== =========== =========== =========== KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET --------------------- 1. Basis of Presentation - ------------------------ The Kimco Pro Forma Balance Sheet at September 30, 1997 represents the historical condensed consolidated balance sheet adjusted to give effect to the purchase of eight shopping center properties acquired by the Company in October, November and December 1997 as if these properties had been acquired at September 30, 1997. Information related to these properties is included in the Kimco Current Report on Form 8-K dated January 15, 1997. 2. Reclassification - ------------------- Certain amounts reflected in the historical financial statements of both companies have been reclassified to conform to the Pro Forma Combined Condensed Consolidated Balance Sheet presentation. 3. Pro Forma Adjustments - ------------------------ (i) Real estate net of accumulated depreciation - The adjustment to Real estate, net of accumulated depreciation reflects the increase in book value of Price REIT's real estate assets based upon the Kimco purchase price (assuming Kimco common stock is valued at $35 per share) and an exchange ratio of one share of Price REIT common stock for one share of Kimco common stock and 0.4 depositary shares, each depositary share (the "Kimco Class D Depositary Shares") representing 1/10 of a share of a new issue of Kimco 7.5% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, liquidation preference $250.00 per share (the "Kimco Class D Preferred Stock") as follows: (000's) ------- Issuance of 11,886,444 shares of Kimco common stock (assumed value of $35 per share) based on an exchange ratio of one for one $416,026 and Issuance of 475,458 shares of Kimco Class D Preferred Stock (represented by 4,754,580 Kimco Class D Depositary Shares) based on an exchange ratio of 0.04 shares of Kimco Class D Preferred Stock (represented by .4 Kimco Class D Depositary Shares) for one share of Price REIT common stock in exchange for 11,886,444 shares of Price REIT common stock 118,865 Assumption of Price REIT liabilities 2,179 Merger costs 6,000 see (ii) --------- Purchase price 543,070 Less: Historical book basis of Price REIT's net assets acquired (328,051) --------- Real estate, net of accumulated depreciation Pro Forma adjustment $215,019 ======== (ii) Cash and cash equivalents - The adjustment to cash and cash equivalents reflects the estimated fees and other expenses relating to the Merger, including, but not limited to, investment banking fees, legal and accounting fees, printing, filing and other related costs. (iii) Stockholders' equity - The adjustments to stockholders' equity reflect the issuance of 11,886,444 shares of Kimco common stock, par value $.01 per share, and 475,458 shares of Kimco Class D Preferred Stock, (represented by 4,754,580 Kimco Class D Depositary Shares) based on the exchange ratio of one share of Price REIT common stock for one share of Kimco common stock and 0.04 shares of Kimco Class D Preferred Stock (represented by 0.4 Kimco Class D Depositary Shares) as follows: Cumulative Distributions Common Preferred Paid-in in Excess of Stock Stock Capital Net Income (000's) (000's) (000's) (000's) --------- --------- --------- ------------- Issuance of Kimco common stock $ 119 $ -- $ 415,907 $ -- Issuance of Kimco Class D Preferred Stock -- 476 118,389 -- Price REIT's historical Stockholders' equity (117) -- (354,624) (26,690) --------- --------- --------- ------------- Stockholders' equity Pro Forma adjustments $ 2 $ 476 $ 179,672 $ 26,690 ========= ========= ========= ============= KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997 ----------------------------- (Unaudited) The following unaudited Pro Forma Combined Condensed Consolidated Statements of Income for the year ended December 31, 1996 and the nine months ended September 30, 1997 give effect to the proposed Merger as if the Merger had occurred as of January 1, 1996 under the purchase method of accounting in accordance with Accounting Standards Board Opinion No. 16. In addition, the Kimco Pro Forma Statements of Income columns for the year ended December 31, 1996 and the nine months ended September 30, 1997 assumes the completion, as of January 1, 1996, of the acquisition of 14 shopping center properties as previously reported in the Current Report on Form 8-K dated January 15, 1997, incorporated by reference herein. The Price REIT Pro Forma Statements of Income columns for the year ended December 31, 1996 and the nine months ended September 30, 1997 assumes the completion, as of January 1, 1996 of the acquisition of 12 shopping center properties as previously reported in the Current Report on Form 8-K/A dated November 13, 1997, incorporated by reference herein. (See Note 1 to the unaudited Pro Forma Combined Condensed Consolidated Statements of Income). The unaudited Pro Forma Combined Condensed Consolidated Statements of Income are presented for comparative purposes only and are not necessarily indicative of what the actual combined operating results of Kimco and Price REIT would have been for the year ended December 31, 1996 and the nine months ended September 30, 1997, nor does it purport to represent the future combined operating results of Kimco and Price REIT. This information should be read in conjunction with the audited consolidated financial statements and other financial information contained in Kimco's Annual Report on Form 10-K and Price REIT's Annual Report on Form 10-K for the year ended December 31, 1996, respectively, including the notes thereto, and the unaudited condensed consolidated finanical statements contained in Kimco's Quarterly Report of Form 10-Q and Price REIT's Quarterly Report on Form 10-Q for the period ended September 30, 1997, respectively, including the notes thereto, and in each case incorporated by reference herein. KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 --------------- (Unaudited) (000's except per share data) Price Reit 1997 Property Acquisition Merger Combined Kimco Price Reit Pro Forma Price Reit Pro Forma Pro Forma Pro Forma Historical Adjustments Pro Forma Adjustments Results ----------- ----------- ----------- ----------- ----------- ----------- Revenues from rental property $ 187,804 $ 51,292 $ 24,364 $ 75,656 $ -- $ 263,460 ----------- ----------- ----------- ----------- ----------- ----------- Rental property expenses- Rent 1,455 -- -- -- -- 1,455 Real estate taxes and operating and maintenance 46,625 9,909 5,439 15,348 -- 61,973 Interest 31,282 12,071 8,868 20,939 -- 52,221 Depreciation and amortization 29,985 11,876 5,536 17,412 (1,769) 45,628 ----------- ----------- ----------- ----------- ----------- ----------- 109,347 33,856 19,843 53,699 (1,769) 161,277 ----------- ----------- ----------- ----------- ----------- ----------- Income from rental property 78,457 17,436 4,521 21,957 1,769 102,183 Income from investment in retail store leases 3,632 3,632 ----------- ----------- ----------- ----------- ----------- ----------- 82,089 17,436 4,521 21,957 1,769 105,815 Management fee income 3,448 1,085 -- 1,085 -- 4,533 General and administrative expenses (10,334) (3,550) -- (3,550) 1,200 (12,684) Other income (expenses), net 3,584 1,948 -- 1,948 -- 5,532 ----------- ----------- ----------- ----------- ----------- ----------- Income before gain on sale of shopping center 78,787 16,919 4,521 21,440 2,969 103,196 Gain on sale of shopping center property 802 -- -- -- -- 802 ----------- ----------- ----------- ----------- ----------- ----------- Net income $ 79,589 $ 16,919 $ 4,521 $ 21,440 $ 2,969 $ 103,998 =========== =========== =========== =========== =========== =========== Net income applicable to common shares $ 63,453 $ 16,919 $ 4,521 $ 21,440 ($ 5,946) $ 78,947 =========== =========== =========== =========== =========== =========== Net income per common share $1.77 $1.98 $2.50 $1.65 ===== ===== ===== ===== Historical weighted average number of shares outstanding 35,906 8,560 8,560 ====== ===== ===== Pro forma weighted number of shares outstanding 47,792 ====== KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 --------------------- (Unaudited) (000's, except per share data) Price Reit 1997 Property Acquisition Merger Combined Kimco Price Reit Pro Forma Price Reit Pro Forma Pro Forma Pro Forma Historical Adjustments Pro Forma Adjustments Results ----------- ----------- ----------- ----------- ----------- ----------- Revenues from rental property $ 153,701 $ 48,450 $ 13,302 $ 61,752 $ -- $ 215,453 ----------- ----------- ----------- ----------- ----------- ----------- Rental property expenses- Rent 2,527 -- -- -- -- 2,527 Real estate taxes and operating and maintenance 37,418 9,247 2,656 11,903 -- 49,321 Interest 24,439 10,667 6,990 17,657 -- 42,096 Depreciation and amortization 23,522 11,201 2,992 14,193 (2,328) 35,387 ----------- ----------- ----------- ----------- ----------- ----------- 87,906 31,115 12,638 43,753 (2,328) 129,331 ----------- ----------- ----------- ----------- ----------- ----------- Income from rental property 65,795 17,335 664 17,999 2,328 86,122 Income from investment in retail store leases 2,705 -- -- -- -- 2,705 ----------- ----------- ----------- ----------- ----------- ----------- 68,500 17,335 664 17,999 2,328 88,827 Management fee income 2,755 226 -- 226 -- 2,981 General and administrative expenses (8,526) (2,815) -- (2,815) 900 (10,441) Other income (expenses), net 3,750 2,366 -- 2,366 -- 6,116 ----------- ----------- ----------- ----------- ----------- ----------- Income before gain on sale of shopping center 66,479 17,112 664 17,776 3,228 87,483 Gain on sale of shopping center property 244 2,787 -- 2,787 -- 3,031 ----------- ----------- ----------- ----------- ----------- ----------- Net income $ 66,723 $ 19,899 $ 664 $ 20,563 $ 3,228 $ 90,514 =========== =========== =========== =========== =========== =========== Net income applicable to common shares $ 52,896 $ 19,899 $ 664 $ 20,563 $ (3,458) $ 70,001 =========== =========== =========== =========== =========== =========== Net income per common share $1.45 $1.85 $1.91 $1.45 ===== ===== ===== ===== Historical weighted average number of shares outstanding 36,375 10,742 10,742 ====== ====== ====== Pro forma weighted number of shares outstanding 48,261 ====== KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME ------------------- 1. Basis of Presentation - ------------------------ The Kimco Pro Forma Statements of Income for the year ended December 31, 1996 and the nine months ended September 30, 1997 reflect the historical results of Kimco adjusted to give effect, as of January 1, 1996 to the purchase of 14 shopping center properties acquired by the Company throughout 1997 as previously reported in the Current Report on Form 8-K dated January 15, 1997 and incorporated by reference herein. The Price REIT Pro Forma Statements of Income for the year ended December 31, 1996 and the nine months ended September 30, 1997 reflect the historical results of Price REIT adjusted to give effect, as of January 1, 1996 to the purchase of 12 shopping center properties acquired by Price REIT throughout 1997 as previously reported in the Current Report on Form 8-K/A dated November 13, 1997, and incorporated by reference herein. 2. Reclassification - ------------------- Certain amounts reflected in the historical financial statements of both companies have been reclassified to conform to the presentation of the unaudited Pro Forma Combined Condensed Statements of Income. 3. Pro Forma Adjustments - ------------------------ Depreciation and amortization - The adjustment to depreciation and amortization results from the net increase in real estate owned as a result of recording Price REIT's real estate assets at fair value versus historical cost. Depreciation is computed on the straight-line method based upon an estimated useful life of 39 years and an allocation of the stepped-up basis to land and building of 20% and 80%, respectively. Calculation of depreciation of real estate owned for the year ended December 31, 1996 and the nine months ended September 30, 1997 is as follows: Year Ended Nine Months Ended December 31, 1996 September 30, 1997 (000's) (000's) ----------------- ------------------ Depreciation expense based upon an estimated useful life of 39 years $15,374 $11,530 Less: Pro Forma Price REIT depreciation of real estate owned based upon an estimated useful life of (17,143) (13,858) 15 to 25 years ----------------- ------------------ Depreciation and amortization Pro Forma adjustment ($1,769) ($2,328) ================= ================== General and administrative - The adjustment to general and administrative expenses reflects the net estimated reduction of those costs which are anticipated to be eliminated or reduced as a result of the Merger, as follows: Year Ended December 31, Nine Months Ended 1996 September 30, 1997 (000's) (000's) ------------------------ ------------------ Net reduction in salary and benefit costs $550 $413 Net reduction in duplication of public company expenses 500 375 Net reduction in directors and officers insurance and directors fees 150 112 ------------------------ ------------------ General and administrative Pro Forma adjustment $1,200 $900 ======================== ================== Weighted average number of common shares outstanding - The pro forma weighted average number of common shares outstanding for the year ended December 31, 1996 and the nine months ended September 30, 1997 are computed as follows: Year Ended December 31, Nine Months Ended 1996 September 30, 1997 (000's) (000's) ------------------------ ------------------ Kimco's historical weighted average number of shares outstanding 35,906 36,375 Issuance of Kimco common stock at an exchange ratio of one for one for all Price REIT common stock outstanding in connection with the Merger 11,693 11,693 Add: Conversion of Price REIT stock options to Kimco common stock in connection with the Merger 193 193 ------------------------ ------------------ Pro Forma weighted average number of Kimco common shares outstanding 47,792 48,261 ======================== ==================