As filed with the Securities and Exchange Commission on October 25, 2001
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)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number: I-10899
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
KIMCO REALTY CORP. 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
3333 NEW HYDE PARK RD, SUITE 100
NEW HYDE PARK, NY 11042
KIMCO REALTY CORP. 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
Report of Independent Accountants ......................... 1
Statements of Net Assets Available for
Benefits as of April 30, 2001 and 2000 .................. 2
Statements of Changes in Net Assets
Available for Benefits for the fiscal
years ended April 30, 2001 and 2000 ..................... 3
Notes to Financial Statements ............................. 4 -7
Supplemental Schedule of Assets
(held at end of year) as of April 30, 2001 .............. 8
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of
Kimco Realty Corp. 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Kimco Realty Corp. 401(k) Plan (the "Plan") at April 30, 2001 and 2000, and
the changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
Management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) included on page 8 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements, and in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
October 5, 2001
1
Kimco Realty Corp. 401(k) Plan
Statements of Net Assets Available for Benefits
April 30, 2001 and 2000
2001 2000
---------- ----------
Assets
Investments at fair value:
Cash $ 13,251 $ 18,839
Income receivable -- 2,816
Collective trust 1,562,487 1,533,469
Mutual funds 6,404,006 6,516,457
Common stock 1,166,301 1,336,939
Loans to participants 182,776 205,485
Contributions receivable:
Participants 88,799 84,615
Employer 54,874 49,417
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
$9,472,494 $9,748,037
========== ==========
The accompanying notes are an integral part of these financial statements.
2
Kimco Realty Corp. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years ended April 30, 2001 and 2000
2001 2000
Additions to net assets:
Contributions:
Participants' salary deferral $ 904,261 $ 870,571
Employer matching of salary deferral 648,206 520,732
Participants' rollover 207 40,788
----------- -----------
1,552,674 1,432,091
----------- -----------
Investment income:
Net (depreciation) appreciation
in fair value of investments (1,493,955) 627,524
Interest and dividends 600,560 479,755
----------- -----------
(893,395) 1,107,279
----------- -----------
Other receipts and credits 2,525 --
----------- -----------
Total additions 661,804 2,539,370
----------- -----------
Deductions from net assets:
Benefits paid to participants (934,522) (699,223)
Other disbursements (2,825) (16,335)
----------- -----------
Total deductions (937,347) (715,558)
----------- -----------
Net (decrease) increase (275,543) 1,823,812
Net assets available for benefits:
Beginning of year 9,748,037 7,924,225
----------- -----------
End of year 9,472,494 $ 9,748,037
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following description of the Kimco Realty Corp. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more comprehensive description of the Plan's
provisions.
General - The Plan was established on March 1, 1984 as a defined
contribution plan covering all eligible employees of Kimco Realty
Corporation (the "Company") who have completed one year of service and are
age eighteen or older. The Plan was last amended on July 1, 1994 to comply
with the Tax Reform Act of 1986 and subsequent legislation. Eligible
employees may elect to participate in the Plan on the first day of the
month, after their first year of service. The Plan is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions - Each year, participants may contribute up to 10 percent of
pre-tax annual compensation, as defined in the Plan. A participant's total
contributions may not exceed an amount determined by the Internal Revenue
Service each calendar year ($10,500 in 2001 and 2000, respectively). The
participants may change their percentage contribution election monthly. The
Company matches participants' contributions annually up to 5% of base
compensation subject to IRS limitations. In addition to the matching
contribution, the Company may make a discretionary contribution which is
determined and approved by the Company's board of directors annually. No
discretionary contribution payments were made for the fiscal years ended
April 30, 2001 and 2000. All Company contributions are invested based upon
participant account elections.
Participant accounts - Each participant's account is credited with the
participant's contribution and allocations of the Company's contribution
and Plan earnings.
Vesting - Participants are immediately vested in their voluntary and
Company matching contributions plus actual earnings thereon.
Investment options - Upon enrollment in the Plan, participants may direct
their contributions into any one of the following 26 investment options for
the fiscal years ended April 30, 2001 and 2000.
1) Merrill Lynch Corporate Bond Fund, Inc.
2) Merrill Lynch S&P 500 Index Fund
3) Merrill Lynch Basic Value Fund, Inc.
4) Merrill Lynch Capital Fund, Inc.
5) Merrill Lynch Fundamental Growth Fund
6) Merrill Lynch Global Allocation Fund, Inc.
7) Merrill Lynch Retirement Preservation Trust
8) Merrill Lynch Growth Fund
9) Alliance Premiere Growth Fund
10) AIM Blue Chip Fund
11) AIM International Equity Fund
12) Massachusetts Investors Trust
13) MFS Emerging Growth Fund
14) Kimco Realty Corporation - Common Stock
15) Dreyfus Premier Balance Fund
16) Dreyfus Worldwide Growth Fund
17) Merrill Lynch Corporate Bond Fund - Intermediate Term Portfolio
18) Merrill Lynch Corporate Bond Fund - Investment Grade Portfolio
19) Merrill Lynch Global Value Fund
20) Merrill Lynch International Equity Fund
4
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
21) Merrill Lynch Small Cap Index
22) Merrill Lynch Global Growth Fund
23) Oppenheimer Global Growth and Income Fund
24) Phoenix-Engemann Small/Middle Growth
25) PIMCO Total Return Fund
26) Van Kampen American Value Fund
Participants may change their investment options daily.
Loans to Participants - Participants may borrow from their fund accounts,
an amount aggregating the lesser of 50% of their total account balance or
$50,000. Participants may have only one loan outstanding at a time. 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 loans are
collateralized by the balance in the participant's account and bear
interest at the prime rate plus 0.5%. The interest rate must be one that a
bank or other professional lender would charge for making a loan in similar
circumstance. The interest rate for loans outstanding at April 30, 2001 and
2000 ranged from 8.25% to 10.5%.
Payment of benefits - Upon termination of service due to death, total and
permanent disability, or retirement, a participant may elect to either
receive a lump-sum amount equal to the value of the participant's vested
interest in his or her account or select the installment plan, provided the
participant's account balance exceeds $5,000. For termination of service
due to other reasons, a participant may receive the value of his or her
account as a lump-sum distribution.
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"). Certain 2000 amounts have been
reclassified to conform to the 2001 financial statement presentation.
Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and disclosure of commitments
at the date of the financial statements and the changes in net assets
available for benefits during the 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, common stock investments and collective trusts are stated at
fair market value as determined by quoted market prices. Participant loans
are valued at cost, which, in the opinion of management, approximates fair
value.
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 record date.
Risks and Uncertainties
The Plan provides for various investment options which may invest in any
combination of stock and bonds, fixed income securities, mutual funds and
other investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect the amounts reported in the statement of net assets available for
benefits and the statement of changes in net assets available for benefits.
5
3. ASSETS HELD FOR INVESTMENT PURPOSES:
Merrill Lynch Trust Company ("Merrill Lynch") serves as trustee of the
plan. The fair market value of the following investments represent 5% or
more of the Plan's net assets available for benefits at April 30, 2001 and
2000:
2001 2000
--------- ----------
Merrill Lynch Corporate Bond Fund, Inc. $ -- $ 510,693
Merrill Lynch S&P 500 Index Fund 988,832 931,991
Merrill Lynch Capital Fund, Inc. 490,194 537,158
Merrill Lynch Fundamental Growth Fund 1,326,241 1,363,985
Merrill Lynch Retirement Preservation Trust 1,562,487 1,533,469
Merrill Lynch Growth Fund - 522,243
Kimco Realty Corporation Common Stock 1,166,301 1,336,939
Aim Blue Chip Fund 573,938 -
In 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) (depreciated)
appreciated in value as follows:
2001 2000
---- ----
Mutual Funds $ (1,605,019) $ 600,291
Common Stock 111,064 27,233
------------ ---------
$ (1,493,955) $ 627,524
============ =========
4. PLAN TERMINATION:
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 be distributed in accordance with Plan
provisions.
5. TAX STATUS:
The Plan has received a favorable determination letter, dated June 24,
1998, from the Internal Revenue Service that the Plan qualifies under
Section 401 (a) of the Internal Revenue Code ("IRC") and, therefore, has
made no provision for federal income taxes under the provisions of Section
501 (a). The Company believes that the Plan is designed and is currently
being operated in compliance with the applicable provisions of the IRC.
6. RELATED PARTY TRANSACTIONS:
All administrative expenses and accounting fees of the Plan are paid by the
Company. Certain Plan investments are shares of mutual funds managed by
Merrill Lynch. Merrill Lynch is the trustee as defined by the Plan and
therefore, these transactions qualify as party-in-interest. The following
investment funds are sponsored by the Trustee:
Merrill Lynch Corporate Bond Fund, Inc.
Merrill Lynch S&P Index Fund
Merrill Lynch Basic Value Fund, Inc.
Merrill Lynch Capital Fund, Inc.
Merrill Lynch Fundamental Growth Fund
Merrill Lynch Global Allocation Fund, Inc.
Merrill Lynch Retirement Preservation Trust
Merrill Lynch Growth Fund
Merrill Lynch Corp Bond Fund - Intermediate Term Portfolio
Merrill Lynch Corp Bond Fund - Investment Grade Portfolio
Merrill Lynch Global Value Fund
Merrill Lynch Small Cap Index
Merrill Lynch Global Growth Fund
Merrill Lynch International Equity Fund
6
In addition, investments are made in Kimco Realty Corporation common stock.
7. RECONCILIATON BETWEEN FINANCIAL STATEMENTS AND FORM 5500:
At April 30, 2001 and 2000, net assets available for benefits as reported
in the Form 5500 were less than net assets reported in the financial
statements because the financial statements included an asset for
contributions receivable in the amount $143,673 and $134,032, respectively,
which were not included in Form 5500.
7
Kimco Realty Corp. 401(k) Plan
Supplemental Schedule of Assets (held at end of year) as of April 30, 2001
April 30, 2001
Current
Identity Description of Investment Shares Cost Value
-------------------------- --------------------------------------- ----------- ------------ ------------
Collective Trusts:
Merrill Lynch* Retirement Preservation Trust 1,562,487 $1,562,487 $1,562,487
Mutual Funds:
Merrill Lynch* Fundamental Growth FD Class D 66,378 1,544,368 1,326,241
AIM Blue Chip Fund Class A 41,291 619,308 573,938
Merrill Lynch* S&P 500 Index Class A 64,419 1,038,647 988,832
AIM International Equity Fund 10,682 233,771 181,380
Alliance Premiere Growth Fund 14,373 472,795 356,007
Mass. Financial Investors Trust 8,883 181,870 164,163
MFS Emerging Growth Fund Class A 7,511 407,288 289,548
Merrill Lynch* Basic Value Fund Class D 4,527 165,363 154,732
Merrill Lynch* Capital Fund Class D 16,662 527,503 490,194
Merrill Lynch* Corp Bond Fund Invst Grade Class D 42,008 475,491 458,308
Merrill Lynch* Global Allocation Fund Class D 24,022 317,820 328,383
Merrill Lynch* Growth Fund Class D 16,451 323,886 302,534
Van Kampen American Value Fund 743 16,932 13,889
Merrill Lynch* Corp. Bond Fund Int. Term Class D 844 9,299 9,426
Dreyfus Premier Balance Fund Class A 4,072 60,830 57,177
Phoenix-Engemann Small Mid Cap 7,580 301,397 234,386
PIMCO Total Return Fund Class A 1,753 17,898 18,182
Merrill Lynch* Global Value Fund Class D 3,115 40,413 38,901
Merrill Lynch* Small Cap Index 729 8,071 7,667
Merrill Lynch* Aggregate Bond Index 1,011 10,266 10,453
Merrill Lynch* Global Growth Fund Class D 4,717 72,066 52,312
Oppenheimer Global Growth and Income Fund 9,664 296,946 237,346
Merrill Lynch* International Equity Fund Class D 151 1,563 1,414
Dreyfus Premium Worldwide Growth Fund Class A 3,186 120,361 108,596
Common Stock:
Kimco Realty Corp* Common Stock 26,507 903,212 1,166,301
Participants*: Participant Loans at prime plus 0.5% 182,776 182,776
* Denotes a party-in-interest.
8
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 25th day of October.
Kimco Realty Corp. 401 (k) Plan, as administrator
By: /s/ Michael V. Pappagallo
-----------------------------------
Michael V. Pappagallo
Its: Chief Financial Officer
9
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-60050) of Kimco Realty Corporation and
Subsidiaries of our report dated October 5, 2001 relating to the financial
statements of Kimco Realty 401(k) Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
New York, NY
October 24, 2001