As filed with the Securities and Exchange Commission on June 28, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2020
Commission file number: 1-10899
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
KIMCO REALTY CORPORATION 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
KIMCO REALTY CORPORATION
500 NORTH BROADWAY, SUITE 201
JERICHO, NY 11753
Kimco Realty Corporation 401(k) Plan
Financial Statements
December 31, 2020 and 2019
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
Kimco Realty Corporation 401(k) Plan
Jericho, New York
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Kimco Realty Corporation 401(k) Plan (the “Plan”) as of December 31, 2020 and 2019, the related statements of changes in net assets available for benefits for the years ended December 31, 2020 and 2019, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of Schedule H (form 5500), Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, LLP
We have served as the Plan’s auditor since 2010.
Melville, New York
June 28, 2021
Kimco Realty Corporation 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2020 and 2019
| | | December 31, 2020 | | | December 31, 2019 | |
| | | | | | | | | |
Assets: | | | | | | | | |
Investments, at fair value (see Note 3): | | $ | 132,915,094 | | | $ | 115,921,206 | |
Cash | | | - | | | | 2,917 | |
| | | | | | | | | |
Receivables: | | | | | | | | |
Notes receivable from participants | | | 1,543,131 | | | | 1,529,037 | |
Employer contributions | | | 59,346 | | | | - | |
Total receivables | | | 1,602,477 | | | | 1,529,037 | |
| | | | | | | | | |
Net assets available for benefits | | $ | 134,517,571 | | | $ | 117,453,160 | |
The accompanying notes are an integral part of these financial statements.
Kimco Realty Corporation 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
For the Years ended December 31, 2020 and 2019
| | | December 31, 2020 | | | December 31, 2019 | |
| | | | | | | | | |
Additions: | | | | | | | | |
Investment activities: | | | | | | | | |
Net appreciation in fair value of investments | | $ | 12,033,645 | | | $ | 17,626,512 | |
Interest and dividends | | | 4,608,457 | | | | 4,541,166 | |
Investment income | | | 16,642,102 | | | | 22,167,678 | |
| | | | | | | | | |
Contributions: | | | | | | | | |
Participant | | | 4,913,426 | | | | 4,636,171 | |
Rollovers | | | 416,684 | | | | 982,537 | |
Employer | | | 2,307,282 | | | | 2,144,852 | |
Total contributions | | | 7,637,392 | | | | 7,763,560 | |
| | | | | | | | | |
Other income | | | 231 | | | | 3,071 | |
Interest income on notes receivable from participants | | | 83,341 | | | | 82,424 | |
| | | | | | | | | |
Total additions | | | 24,363,066 | | | | 30,016,733 | |
| | | | | | | | | |
Deductions: | | | | | | | | |
Benefits paid to participants | | | (7,249,047 | ) | | | (8,629,943 | ) |
Administrative expenses | | | (49,608 | ) | | | (138,379 | ) |
Total deductions | | | (7,298,655 | ) | | | (8,768,322 | ) |
| | | | | | | | | |
Net increase | | | 17,064,411 | | | | 21,248,411 | |
| | | | | | | | | |
Net assets available for benefits: | | | | | | | | |
Beginning of year | | | 117,453,160 | | | | 96,204,749 | |
| | | | | | | | | |
End of year | | $ | 134,517,571 | | | $ | 117,453,160 | |
The accompanying notes are an integral part of these financial statements.
The following description of the Kimco Realty Corporation 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a comprehensive description of the Plan’s provisions.
General - The Plan was established on March 31, 1984 as a defined contribution plan covering all eligible full-time, part-time and temporary employees of Kimco Realty Corporation (the “Company”) who are 21 years of age or older. Temporary employees must complete 1,000 hours of service before participating in the Plan. Employees may elect to participate in the Plan on the first day of the month coinciding with or following their hire date or eligibility requirements, respectively. The Company will provide a matching contribution for participants who have completed one year of service and are 21 years of age or older. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). For the years ended December 31, 2020 and 2019, T. Rowe Price Trust Company (“T. Rowe Price”) served as trustee of the Plan.
Contributions - Each year, participants may contribute a combination of pre-tax and after-tax annual compensation, as defined in the Plan, up to the maximum combined allowable amount determined by the Internal Revenue Service (“IRS”) each calendar year ($19,500 in 2020 and $19,000 in 2019). Those who were age 50 or older during 2020 and 2019 were able to take advantage of a higher pre-tax contribution limit of $26,000 and $25,000, respectively. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). Participants have the option to make changes to their percentage contribution election daily. The Company matches participants’ contributions annually up to 5% of eligible compensation subject to IRS limitations. All matching contributions by the Company are deposited into the participants’ individual account separately. In addition to the matching contribution, the Company may make a discretionary contribution which is determined and approved by the Plan’s investment committee on an annual basis. No discretionary contribution payments were made for the years ended December 31, 2020 and 2019. All Company contributions are invested based upon participant account elections.
The Plan has a Roth 401(k) feature which enables participants to defer some or all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most states) distributions on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free distributions if the Roth account has been in place for 5 years and the participant has attained age 59 ½.
The Plan has a safe harbor status for its matching contributions. The employer will match the employee’s elective deferral contributions and catch-up contributions on a dollar-to-dollar basis up to 5% of the eligible compensation contributed to the Plan on a per pay period basis. The amount of compensation taken into consideration for purposes of this match is restricted to the annual pay limit of $285,000 and $280,000 for 2020 and 2019, respectively, as designated by the IRS.
Participant accounts - Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contribution and Plan earnings. Each participant may direct their contribution to be invested in any of the thirty-two mutual funds, a common collective trust fund or Kimco Realty Company Stock offered by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting - Participants are immediately vested in their voluntary and Company matching contributions plus actual earnings thereon.
Notes Receivable from participants - Participants may borrow from their fund accounts an amount aggregating the lesser of (1) $50,000 reduced by the highest outstanding loan balance in the previous 12 months or (2) 50% of the participant’s vested account balance. Loan terms range from one to five years or a reasonable period of time greater than 5 years for the purchase of a principal residence. The Plan allows for a participant to have two loans outstanding at one time. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate based on the Wall Street Journal’s prime rate published on the prior business day plus, 1% at time of issuance. The interest rate must be one that a bank or other professional lender would charge for making a loan in similar circumstances. The interest rates for loans outstanding at December 31, 2020 and 2019, ranged from 4.25% - 6.50%.
Payment of benefits - Upon termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account. Participants under the age of 59½ years may obtain a portion of their account balance in the event of financial hardship. The basis for determining financial hardship is in accordance with Section 401(k) of the Internal Revenue Code. The Plan adopted an amendment pertaining to hardship withdrawals made on or after January 1, 2020. These hardship withdrawals are no longer subject to the six-month suspension for making contributions to the Plan after such withdrawal is received.
Other income - T. Rowe Price (“TRP RPS”) provides pricing credits to the Plan in recognition of amounts TRP RPS (and its affiliates) receives from Plan investment options. Subject to any plan sponsor imposed de minimis rules, the pricing credits are allocated to the Plan accounts of participants in proportion to their account balances invested in those investment options. To be eligible for an allocation of fee credits, a participant must maintain a balance in the Plan on the last day of the quarter.
The Plan pays a flat annual rate per participant for the record keeping fees, which are used to cover the recordkeeping services provided by T. Rowe Price.
The following table presents the change in the administrative budget account for the years ended December 31, 2020 and 2019:
| | | 2020 | | | 2019 | |
Balance at January 1, | | $ | 732 | | | $ | 84,335 | |
Gain | | | 3 | | | | 1,197 | |
Expenses paid | | | - | | | | (84,800 | ) |
Balance at December 31, | | $ | 735 | | | $ | 732 | |
Administrative expenses - Expenses related to Plan maintenance are paid by the participant. Investment-related expenses are included in net appreciation in fair value of investments. All other expenses are substantially paid by the Company and are excluded from these financial statements.
On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which included several relief provisions available to tax qualified retirement plans and their participants. The provisions of the CARES Act may be effective and operationalized immediately, prior to amending the Plan document. Major provisions implemented that impact the Plan include:
| | ● | Participants can take a distribution relating to coronavirus hardship to the lesser of $100,000 or 100% of participant’s vested account balance without penalty through the remainder of 2020. The distributions would be repayable to the Plan within 3 years. |
| | ● | Loan repayments with a due date between March 27, 2020 and December 31, 2020 may be suspended until December 31, 2020 and will re-amortize as soon as administratively feasible after January 1, 2021. The Plan was also amended to allow participants, through September 2020, to have up to three loans outstanding at one time. It has since been returned to its previous limit of two. |
| | ● | Required minimum distributions are waived for the 2020 calendar year. |
2. | SUMMARY OF ACCOUNTING POLICIES: |
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and disclosure of commitments at the date of the financial statements and the changes in assets available for benefits during the applicable reporting period. The most significant estimates relate to the valuation of investments. Actual results could differ from those estimates. Moreover, it is reasonably possible that the value of these investments will change in the ensuing year.
Investment Valuation and Income Recognition
Mutual funds and the common stock investment are stated at fair market value as determined by quoted market prices. The common collective trust’s fair value is determined using the Net Asset Value (“NAV”) provided by the administrator of the fund under the practical expedient approach.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.
Payment of Benefits
Benefits are recorded when paid.
Risks and Uncertainties
The Plan provides for various investment options which may invest in any combination of common stock, mutual funds and a common collective trust fund. Such investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in their value, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the financial statements. The Plan had two investments which exceed 10% of total investments at December 31, 2020: Retirement 2025 Fund I Class - 13.7% and Retirement 2040 Fund I Class - 12.1%. The Plan had two investments which exceed 10% of total investments at December 31, 2019: Retirement 2025 Fund I Class - 13.4% and Retirement 2040 Fund I Class - 11.7%.
The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide and has caused significant volatility in U.S. and international debt and equity markets. The COVID-19 pandemic has affected and may continue to affect the market price of Plan assets. Due to the ongoing economic uncertainty and volatility caused by COVID-19, the resulting financial impact to the Plan cannot be reasonably estimated.
The Plan’s financial results will depend on numerous evolving factors that the Plan is not able to predict, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be, taken in response to the pandemic, the distribution and effectiveness of vaccines, the impact on economic activity from the pandemic and actions taken in response. Any of these events could materially adversely impact the Plan’s financial condition. The Plan will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will continue to monitor for any material or adverse effects resulting from the COVID-19 pandemic.
Fair Value
The Plan follows the FASB’s Fair Value Measurement guidance relating to financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
| | ● | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access. |
| | ● | Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. |
| | ● | Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is minimal, if any, related market activity. |
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Plan’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The guidance introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. The standard is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early application of the guidance permitted. The adoption of ASU 2016-13 did not have a material effect on the Plan’s financial statements.
In August 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 improves the disclosure requirements for fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The adoption of this standard did not have a material effect on the Plan’s financial statements.
Subsequent Events
The Plan monitors significant events occurring after the financial statement date and prior to the issuance of the financial statements to determine the impacts, if any, of events on the financial statements to be issued. All subsequent events of which the Plan is aware of were evaluated through the date of this report.
On April 15, 2021 the Company announced it had entered into a definitive merger agreement (the “Merger Agreement”) with Weingarten Realty Investors (“WRI”). The Merger Agreement provides that WRI will be merged with and into the Company (the “Merger”) and is expected to close in the second half of 2021. The Merger Agreement provides that the Company will permit participants who are actively employed by the Company subsequent to the Merger to make rollover contributions into the Plan in the form of cash.
3. | FAIR VALUE MEASUREMENTS: |
The Plan’s financial instruments are measured under the fair value standard. The Plan currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
The Plan’s valuation methodology used to measure the fair values of mutual funds and common stock were derived from quoted market prices as substantially all of these instruments have active markets and are classified within Level 1 of the valuation hierarchy.
The fair market value of the common collective trust has been established using the Net Asset Value (“NAV”) provided by the administrator of the fund under the practical expedient approach and therefore is not assigned to a level in the hierarchy table. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. There are no unfunded commitments to the fund and there are no restrictions on the NAV price or its equivalent. The Plan is required to provide either 12 or 30 months’ advance written notice to the trustee prior to redemption of Trust units; the notice period may be shortened or waived by the trustee in its sole discretion.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There have been no changes to the methodologies used at December 31, 2020 and 2019.
The are no plan liabilities required to be recorded at fair value at December 31, 2020 and 2019.
The tables below present the Plan’s investments measured at fair value on a recurring basis as of December 31, 2020 and 2019, aggregated by the level in the fair value hierarchy within which those measurements fall.
Investments Measured at Fair Value on a Recurring Basis at December 31, 2020:
| | | As of December 31, 2020 | |
| | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Assets: | | | | | | | | | | | | | | | | |
Mutual Funds | | $ | 117,176,704 | | | $ | 117,176,704 | | | $ | - | | | $ | - | |
Kimco Realty Company Stock | | | 4,535,523 | | | | 4,535,523 | | | | - | | | | - | |
Investments measured at net asset value: Common Collective Trust (a) | | | 11,202,867 | | | | | | | | | | | | | |
Total Assets | | $ | 132,915,094 | | | $ | 121,712,227 | | | $ | - | | | $ | - | |
Investments Measured at Fair Value on a Recurring Basis at December 31, 2019:
| | | As of December 31, 2019 | |
| | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Assets: | | | | | | | | | | | | | | | | |
Mutual Funds | | $ | 101,521,923 | | | $ | 101,521,923 | | | $ | - | | | $ | - | |
Kimco Realty Company Stock | | | 5,576,036 | | | | 5,576,036 | | | | - | | | | - | |
Investments measured at net asset value: Common Collective Trust (a) | | | 8,823,247 | | | | | | | | | | | | | |
Total Assets | | $ | 115,921,206 | | | $ | 107,097,959 | | | $ | - | | | $ | - | |
(a) | In accordance with Topic 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits. The beneficial interest of each participant is represented in units, which are issued and redeemed daily at the fund’s closing NAV, which is calculated by T. Rowe Price. |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, account balances will remain 100% vested and be distributed in accordance with Plan provisions.
The Plan has received a favorable determination letter, dated October 28, 2016, from the IRS which states that the Plan qualifies under Section 401(a) of the Internal Revenue Code (“IRC”). The Company believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.
Management evaluated the Plan's tax positions and concluded that the Plan had maintained its tax-exempt status and had taken no uncertain tax positions that require adjustment to the financial statements. Therefore, no provision or liability for income taxes has been included in the financial statements. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.
6. | PARTY-IN-INTEREST AND RELATED PARTY TRANSACTIONS: |
Transactions in shares of Kimco Realty Corporation common stock qualify as party-in-interest transactions under the provisions of ERISA. During the year ended December 31, 2020, the Plan made purchases of $1,537,261 and had sales of $1,794,039 of Kimco Realty Corporation common stock. There were no participant transfers during the years ended December 31, 2020 and 2019. During the plan years ended December 31, 2020 and 2019, the unrealized loss on the Kimco Realty Corporation common stock was $1,200,375 and $1,740,913, respectively. In addition, there were $234,906 and $310,008 of Kimco Realty Corporation common stock dividends that were reinvested during the plan years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Plan held 302,167 shares and 269,244 shares of Kimco Realty Corporation common stock at a value of $4,535,523 and $5,576,036, respectively. Certain members of Kimco Realty Corporation management perform administrative and fiduciary duties for the Plan that qualify them as parties-in-interest and/or related parties of the Plan. Transactions between such members of Kimco Realty Corporation management and the Plan were routine in nature and conducted pursuant to the Plan’s provisions as of and during the years ended December 31, 2020 and 2019.
T. Rowe Price Retirement Plan Services, Inc. serves as the record keeper to maintain the individual accounts of each Plan participant as the Plan’s trustee. Substantially all administrative expenses of the Plan are paid by the Company. The Plan has a revenue-sharing agreement with T. Rowe Price where T. Rowe Price would apply administrative credits to certain administrative fee payments. The administrative credits would be used to pay certain administrative expenses of the Plan, as directed by the Company. See Footnote 1 for further details.
Certain Plan investments are held in Kimco Realty Corporation common stock (the Plan Sponsor) or shares of mutual funds offered by T. Rowe Price. These investments, as well as participant loans, qualify as permitted party-in-interest transactions as defined by ERISA.
7. | STABLE VALUE COMMON TRUST FUND: |
The T. Rowe Price Stable Value Common Trust Fund (“the Trust”) is a common collective trust operated by T. Rowe Price Trust Company. Each investor’s beneficial interest in the net assets of the trust is represented by units. Trust units are generally issued and redeemed only on a valuation date and at the net asset value per unit computed on that date. Trust units may be redeemed on a daily basis to meet benefit payments and other participant-initiated withdrawals permitted by retirement plans invested in the Trust. The retirement plans invested in the Trust are required to provide either 12 or 30 months’ advance written notice to the trustee prior to redemption of Trust units; the notice period may be shortened or waived by the trustee in its sole discretion.
Circumstances That Affect the Trust — The Trust invests in assets, typically fixed income securities or bond funds, and enters into “wrap” contracts issued by third parties. A wrap contract is an agreement by another party, such as a bank or insurance company to make payments to the Trust in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a constant NAV and protect a portfolio in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a portfolio the difference between NAV and the market value of the underlying assets once the market value has been totally exhausted.
The wrap contracts generally contain provisions that limit the ability of the Fund to transact at NAV upon the occurrence of
certain events. These events include:
| | ● | Any substantive modification of the Trust or the administration of the Trust that is not consented to by the wrap issuer |
| | ● | Any change in law, regulation, or administrative ruling applicable to a plan that could have a material adverse effect on the Trust’s cash flow |
| | ● | Employer-initiated transactions by participating plans as described above |
In the event that wrap contracts fail to perform as intended, the Trust’s NAV may decline if the market value of its assets declines. The Trust’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments.
The Trust is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. This could result from the Trust’s inability to promptly find a replacement wrap contract following termination of a wrap contract. Wrap contracts are not transferable and have no trading market. There are a limited number of wrap issuers. The Trust may lose the benefit of wrap contracts on any portion of its assets in default in excess of a certain percentage of portfolio assets.
Kimco Realty Corporation 401(k) Plan
Supplemental Information
Schedule H, line 4i-Schedule of Assets (Held at December 31, 2020)
EIN: 13-2744380 Plan Number: 001
Identity of issuer, borrower, lessor, or similar party | Description of investment, including maturity date, rate of interest, collateral and par, or maturity value | | Current value ** | |
| | | | | | |
Carillon | Carillion Eagle MD CP GR FD R6 (18,202 units) | | $ | 1,769,074 | |
Cohen and Steers | Cohen & Steers INSTL Realty (12,544 units) | | | 543,298 | |
Fidelity | Fidelity Adv Total Bond Z (335,407 units) | | | 3,790,097 | |
Hartford Mutual Funds | Hartford Equity Income R6 (122,063 units) | | | 2,458,346 | |
Hartford Mutual Funds | Hartford Intl Opportunities R6 (94,131 units) | | | 1,943,806 | |
Invesco | Invesco Oppen Int SM MD CMP R6 (20,214 units) | | | 1,117,239 | |
Invesco | Invesco Oppenheimer DVP MKT R6 (9,896 units) | | | 528,922 | |
*Kimco Realty Corporation | Kimco Realty Corp Stock (302,167 shares) | | | 4,535,523 | |
MFS | MFS GROWTH R6 (34,276 units) | | | 5,570,937 | |
*T. Rowe Price | TRP Stable Value Fund - N (11,202,867 units) | | | 11,202,867 | |
*T. Rowe Price | Retirement 2005 I Class (67 units) | | | 857 | |
*T. Rowe Price | Retirement 2010 I Class (11,346 units) | | | 148,747 | |
*T. Rowe Price | Retirement 2015 I Class (263,585 units) | | | 3,542,579 | |
*T. Rowe Price | Retirement 2020 I Class (682,214 units) | | | 9,632,857 | |
*T. Rowe Price | Retirement 2025 I Class (1,224,614 units) | | | 18,161,028 | |
*T. Rowe Price | Retirement 2030 I Class (802,295 units) | | | 12,234,995 | |
*T. Rowe Price | Retirement 2035 I Class (583,263 units) | | | 9,186,388 | |
*T. Rowe Price | Retirement 2040 I Class (1,001,593 units) | | | 16,085,585 | |
*T. Rowe Price | Retirement 2045 I Class (537,173 units) | | | 8,798,898 | |
*T. Rowe Price | Retirement 2050 I Class (194,538 units) | | | 3,176,803 | |
*T. Rowe Price | Retirement 2055 I Class (146,802 units) | | | 2,422,236 | |
*T. Rowe Price | Retirement 2060 I Class (26,453 units) | | | 439,119 | |
*T. Rowe Price | TRP Dividend GR I (39,978 units) | | | 2,397,866 | |
*T. Rowe Price | NEW HORIZONS - I CL (77,093 units) | | | 6,364,051 | |
*T. Rowe Price | US Treasury Money Fund (798 units) | | | 798 | |
Undiscovered Managers | Undisc Mgrs Behavioral Val R6 (7,844 units) | | | 504,732 | |
Vanguard | Vanguard 500 Index Admiral (12,388 units) | | | 4,293,337 | |
Vanguard | Vanguard Mid-Cap Ind-Admiral (1,075 units) | | | 275,728 | |
Vanguard | Vanguard Small Cap Index, Adm (5,221 units) | | | 486,661 | |
Vanguard | Vanguard Total Bond Index Adm (70,080 units) | | | 814,331 | |
Vanguard | Vanguard Ttl Intl Stk Ind Adm (9,203 units) | | | 298,726 | |
Wells Fargo Advantage | Wells Fargo Spe Md Cp Val R6 (4,356 units) | | | 188,663 | |
Total investments per Financial Statements | | | | 132,915,094 | |
*Plan Participants | Notes receivable from participants (at rates ranging from 4.25%-6.50% and terms of maturity ranging from one to 10 years at time of issuance) | | | 1,543,131 | |
Total investments per Form 5500 | | | $ | 134,458,225 | |
*Denotes a party-in-interest as defined by ERISA
**Cost is not required to be disclosed for participant directed investments
Kimco Realty Corporation 401(k) Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plans) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized, on the 28th day of June 2021.
Kimco Realty Corporation 401(k) Plan, as administrator
By: /s/ Glenn G. Cohen
Glenn G. Cohen
Its: Chief Financial Officer
