As filed with the Securities and Exchange Commission on October 25, 2004
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, 2004
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 it
principal executive office:
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK RD, SUITE 100
NEW HYDE PARK, NY 11042
401(k) PLAN
FINANCIAL STATEMENTS
APRIL 30, 2004
KIMCO REALTY CORP. 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
Report of Independent Registered Public Accounting Firm................... 1
Statements of Assets Available for Benefits as of
April 30, 2004 and 2003................................................... 2
Statements of Changes in Assets Available for Benefits For the Fiscal
Years ended April 30, 2004 and 2003....................................... 3
Notes to Financial Statements............................................. 4 - 6
Schedule H, line 4i-Schedule of Assets (Held at End of Year) as of
April 30, 2004............................................................ 7
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Kimco Realty Corp. 401(k) Plan:
In our opinion, the accompanying statements of assets available for benefits and
the related statements of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of Kimco
Realty Corp. 401(k) Plan (the "Plan") at April 30, 2004 and 2003, and the
changes in 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 our opinion.
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) 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
October 25, 2004
1
KIMCO REALTY CORP. 401(k) PLAN
Statements of Assets Available for Benefits
April 30, 2004 and 2003
2004 2003
-------------- --------------
Assets:
Investments (see Note 3) $17,609,575 $12,400,913
----------- -----------
Loans to participants 196,994 188,928
----------- -----------
Receivables:
Participant 218,515 --
Employer 114,031 --
----------- -----------
332,546 --
----------- -----------
Assets Available For Benefits $18,139,115 $12,589,841
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
Kimco Realty Corp. 401(k) Plan
Statements of Changes in Assets Available for Benefits
For the Fiscal Years ended April 30, 2004 and 2003
2004 2003
----------- ------------
Additions:
Investment activities:
Net appreciation/(depreciation)
in fair value of investments $ 2,432,293 $ (472,043)
Interest and dividends 348,500 201,785
------------ ------------
Investment income/(loss) 2,780,793 (270,258)
Contributions:
Participant 2,057,198 1,868,748
Rollovers 979,121 407,939
Employer 1,093,392 951,121
------------ ------------
Total contributions 4,129,711 3,227,808
------------ ------------
Total additions 6,910,504 2,957,550
Deductions:
Benefits paid to participants 1,361,230 166,484
------------ ------------
Net increase 5,549,274 2,791,066
Assets Available For Benefits:
Beginning of Year 12,589,841 9,798,775
------------ ------------
End of Year $ 18,139,115 $ 12,589,841
============ ============
The accompanying notes are an integral part of these financial statements.
3
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
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 three months 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.
Employees may elect to participate in the Plan on the first day of the
month after completion of their first three months of service. The Company
will provide a matching contribution for participants who have completed
one year of service, defined as 1,000 hours. The Plan is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
CONTRIBUTIONS - Each year, participants may contribute pre-tax annual
compensation, as defined in the Plan, up to the maximum percentage
allowable amount determined by the Internal Revenue Service each calendar
year ($13,000 in 2004 and $12,000 in 2003). As a result of the Economic
Growth and Tax Relief Reconciliation Act of 2001, those who were age 50 or
older during 2004 may take advantage of a higher pre-tax contribution limit
of $16,000 (the limit increase for 2003 was $14,000). 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, 2004 and 2003. 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. Each participant may direct his/her contribution to be
invested in any of the thirteen mutual funds or Kimco Realty Corporation
unitized common stock fund offered by the Plan.
VESTING - Participants are immediately vested in their voluntary and
Company matching contributions plus actual earnings thereon.
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. 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 a fixed rate based on prime rate plus 0.5% 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 circumstance. The interest
rate for loans outstanding at April 30, 2004 and 2003 ranged from 4.25% to
10.5%.
PAYMENT OF BENEFITS - Upon termination of service due to death, disability,
or retirement, a participant may elect to receive either 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 2003 amounts have been
reclassified to conform to the 2004 financial statement presentation.
4
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
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 common stock investments 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.
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 stock and mutual funds. 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 would materially affect the
amounts reported in the statement of assets available for benefits and the
statement of changes in assets available for benefits.
3. ASSETS HELD FOR INVESTMENT PURPOSES:
For the Plan years ended April 30, 2004 and 2003, MFS Retirement Services,
Inc. ("MFS") served as trustee of the plan. The fair market value of the
following investments represent 5% or more of the Plan's assets available
for benefits at April 30, 2004 and 2003:
2004 2003
---- ----
Kimco Realty Corp unitized stock fund $2,397,891 $1,842,558
MFS Bond Fund $1,658,698 $1,443,051
MFS Fixed Fund $1,662,695 $1,693,565
American Europacific Growth Fund $2,498,475 $1,506,236
Washington Mutual Investors Fund $1,630,698 $934,706
Davis New York Venture Fund $1,197,154 $690,513
The Growth Fund of America $2,588,752 $1,833,984
UBS Tactical Allocation Fund $1,098,300 $799,594
In 2004 and 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value as follows:
2004 2003
---- ----
Mutual Funds $2,117,131 $(763,731)
Common Stock 315,162 291,688
---------- ----------
$2,432,293 $(472,043)
========== ==========
5
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
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 April 23,
2002, from the Internal Revenue Service which states 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. PARTY-IN-INTEREST TRANSACTIONS:
All administrative expenses and accounting fees of the Plan are paid by the
Company. Certain Plan investments are shares of mutual funds offered by
MFS. MFS is the trustee and therefore, these transactions qualify as
party-in-interest. In addition, investments are made in Kimco Realty
Corporation common stock, the Plan Sponsor.
6
KIMCO REALTY CORP. 401(k) PLAN
Schedule H, line 4i-Schedule of Assets (Held at End of Year)
as of April 30, 2004
Identity of issuer, Description of investment, including maturity date,
borrower, lessor, or similar party rate of interest, collateral and par, or maturity value Current value
---------------------------------- ------------------------------------------------------- -------------
*MFS Corporate Plans Services MFS Money Market Fund (57,385 units) $ 57,385
*MFS Corporate Plans Services MFS Bond Fund - A (128,382 units) 1,658,698
*MFS Corporate Plans Services MFS Mid Cap Growth Fund - A (82,669 units) 672,923
*MFS Corporate Plans Services MFS Fixed Fund (1,662,695 units) 1,662,695
*MFS Corporate Plans Services MFS New Discovery Fund - A (39,914 units) 607,497
American Funds Group American Europacific Growth FD - A (80,337 units) 2,498,475
American Funds Group Washington Mutual Investors FD - A (56,641 units) 1,630,698
Davis Funds Davis New York Venture Fund A (42,664 units) 1,197,154
American Funds Group The Growth Fund of America FD - A (103,509 units) 2,588,752
Franklin Templeton Investments Franklin Real Estate Secur - A (3,770 units) 77,778
UBS Global Asset Management UBS Tactical Allocation FD - A (43,138 units) 1,098,300
Funds
Franklin Templeton Investments Franklin Mutual Qualified Fund (35,809 units) 639,195
AllianceBernstein Funds Allianceber Balanced Shares A (51,448 units) 822,134
*Kimco Realty Corporation Kimco Realty Corp unitized stock fund (50,891 units) 2,397,891
*Participant Loans Participant loans (at rates ranging from 4.25% to
10.50% and terms of maturity ranging from 1 to 10
years at tme of issuance) 196,994
-------------
$ 17,806,569
=============
*Denotes a party-in-interest.
7
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, 2004.
Kimco Realty Corp. 401(k) Plan, as administrator
By: /s/ Michael V. Pappagallo
-------------------------
Michael V. Pappagallo
Its: Chief Financial Officer
8