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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2002
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 33-20083
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
in respect of
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
New Jersey 22-1211670
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
751 Broad Street, Newark, New Jersey 07102-2992
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(Address of principal executive offices) (Zip Code)
(800) 778-2255
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(Registrant's Telephone Number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
THE PRUDENTIAL VARIABLE CONTRACT
REAL PROPERTY ACCOUNT
(Registrant)
INDEX
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Item Page
No. No.
----- -----
Cover Page
Index 2
PART I
1. Business 3
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for the Registrant's Interests and Related Security
Holder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
7A. Quantitative and Qualitative Disclosures About Market Risk 18
8. Financial Statements and Supplementary Data 18
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 18
PART III
10. Directors and Executive Officers of the Registrant 19
11. Executive Compensation 21
12. Security Ownership of Certain Beneficial Owners and Management 21
13. Certain Relationships and Related Transactions 21
14. Controls and Procedures 22
PART IV
15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 23
Exhibit Index 23
Signatures 25
2
PART I
ITEM 1. BUSINESS
Prudential Variable Contract Real Property Account (the "Real Property
Account"), the Registrant, was established on November 20, 1986. Pursuant to New
Jersey law, the Real Property Account was established as a separate investment
account of Prudential Insurance Company of America ("Prudential"). The Real
Property Account was established to provide a real estate investment option
offered in connection with the funding of benefits under certain variable life
insurance and variable annuity contracts (the "Contracts") issued by Prudential
Insurance Company of America.
The assets of the Real Property Account are invested in The Prudential Variable
Contract Real Property Partnership (the "Partnership"). The Partnership, a
general partnership organized under New Jersey law on April 29, 1988, was formed
through an agreement among The Prudential Insurance Company of America, Pruco
Life Insurance Company, and Pruco Life Insurance Company of New Jersey (the
"Partners"), to provide a means for assets allocated to the real estate
investment option under certain variable life insurance and variable annuity
contracts issued by the respective companies to be invested in a commingled
pool.
The Partnership has an investment policy of investing at least 65% of its assets
in direct ownership interests in income-producing real estate and participating
mortgage loans. The largest portion of these real estate investments are direct
ownership interests in income-producing real estate, such as office buildings,
shopping centers, hotels, apartments, or industrial properties. Approximately
10% of the Partnership's assets are generally held in cash or invested in liquid
instruments and securities although the Partners reserve discretion to increase
this amount to meet partnership liquidity requirements. The remainder of the
Partnership's assets are invested in other types of real estate-related
investments, including real estate investment trusts.
Office Properties--The Partnership owns office properties in Lisle and
Oakbrook Terrace, Illinois; Brentwood, Tennessee; and Beaverton, Oregon.
Total square footage owned is approximately 482,000 of which 57% or 273,000
square feet are leased for between 1 and 10 years. The Partnership's
Morristown, New Jersey property, which had approximately 85,000 square
feet, was sold on October 26, 2000.
Apartment Complexes--The Partnership owns apartment complexes in Atlanta,
Georgia and Raleigh, North Carolina. There are a total of 490 apartment
units available of which 89% or 435 units are leased. Leases range from
month to month to one year. In addition, on September 17, 1999, the
Partnership invested in an apartment complex located in Jacksonville,
Florida. This joint venture investment has a total of 458 units available
of which 411 units or 90% are occupied. Leases range from month-to-month to
one year. Also, on February 15, 2001, the Partnership invested in four
apartment complexes located in Gresham/Salem, Oregon. This joint venture
investment has a total of 492 units available of which 452 units or 92% are
occupied. Leases range from month-to-month to one year.
Retail Property--The Partnership owns a shopping center in Roswell,
Georgia. The property is located approximately 22 miles north of downtown
Atlanta on a 30 acre site. The square footage is approximately 316,000 of
which 93% or 294,000 square feet is leased for between 1 and 10 years. On
September 30, 1999 the Partnership invested in a retail portfolio located
in the Kansas City, Missouri and Kansas areas. This joint venture
investment has approximately 503,000 of net rentable square feet of which
87% or 437,000 square feet is leased for between 1 and 20 years. On May 17,
2001, the Partnership invested in a retail center located in the Hampton,
Virginia. This joint venture investment has approximately 175,000 of net
rentable square feet of which 100% is leased for between 1 and 20 years. On
November 27, 2002, the Partnership invested in a retail center located in
the Ocean City, Maryland. This joint venture investment has approximately
162,000 of net rentable square feet of which 99% or 160,000 square feet is
leased for between 1 and 20 years.
Industrial Properties--The Partnership owns warehouses and distribution
centers in Aurora, Colorado, and Salt Lake City, Utah. Total square footage
owned is approximately 460,000 of which 76% or 350,000 square feet are
leased for between 1 and 10 years. The Partnership's Bolingbrook, Illinois
property, which has approximately 225,000 square feet, was sold on
September 12, 2002.
Investment in Real Estate Trust--The Partnership liquidated its entire
investment in REIT shares during December 2001.
3
The Partnership's investments are maintained so as to meet the diversification
requirements set forth in Treasury Regulations issued pursuant to Section 817(h)
of the Internal Revenue Code relating to the investments of variable life
insurance and variable annuity separate accounts. Section 817(h) requires, among
other things, that the partnership will have no more than 55% of the assets
invested in any one investment, no more than 70% of the assets will be invested
in any two investments, no more than 80% of the assets will be invested in any
three investments, and no more than 90% of the assets will be invested in any
four investments. To comply with requirements of the State of Arizona, the
Partnership will limit additional investments in any one parcel or related
parcels to an amount not exceeding 10% of the Partnership's gross assets as of
the prior fiscal year.
For information regarding the Partnership's investments, operations, and other
significant events, see Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Item 8, Financial Statements
and Supplementary Data.
The following is a description of general conditions in the U.S. real estate
markets. It does not relate to specific properties held by the Partnership. The
Partnership does not have widely diversified holdings; therefore, the
discussions of vacancy rates, property values and returns in this section are
not necessarily relevant to the Partnership's portfolio. These results are not
indicative of future performance.
REAL ESTATE MARKET OVERVIEW
Falling capitalization rates and deteriorating market fundamentals were
recurring themes in the US real estate markets in 2002, although not all
property types or markets participated equally in either. Apartment and retail
sectors had no trouble attracting capital despite weakening market fundamentals.
Capitalization rates fell in many transactions. Other sectors, like offices and
hotels, could attract capital only if the asset offered an attractive, safe
yield. Overall, private institutional real estate investment, as measured by the
NCREIF Index, produced a total return of 6.8% in 2002, down from 7.3% in 2001
and 12.3% in 2000. The total return for 2002 is well below the three and
five-year annualized returns of 8.7% and 10.7%, respectively. Real estate
returns also moderated in the public equity markets. Equity REITs, as measured
by the NAREIT index, finished 2002 with a total return of 3.8%, down from a
13.9% total return in 2001. The 2002 total return was composed of 6.9% income
return and a -3.1% decline in property values.
OFFICE MARKET
The office market deterioration that began in late 2000, continued through the
end of 2002 as vacancy rates rose an additional 40 bps. According to Torto
Wheaton Research (TWR), the average vacancy rate rose to 16.5% in the fourth
quarter, up from 16.1% in the third quarter and 14.2% twelve months ago. The
average vacancy rate in downtown areas rose to 13.3%, up from 12.8% as of the
third quarter. Vacancies rose modestly in suburban markets as well, with the
average vacancy rate rising to 18.3% in the fourth quarter from 18.1% in the
third quarter.
Based on data from the NCREIF office index, private investment in US office real
estate returned 0.21% during the fourth quarter of 2002, down from 0.86% in the
third quarter. The current quarter's return was composed of 2.03% income and a
- -1.82% decline in property values. The total returns for Central Business
District properties in the fourth quarter were cut in half after a strong third
quarter. However, CBD returns still outpaced suburban property markets with
total returns of 0.75% and -0.12%, respectively.
INDUSTRIAL MARKET
Market conditions continued to weaken in the industrial sector, as expected. The
national availability rate increased 20 bp from 11% to 11.2% and 130 bps from
twelve months prior. According to Torto Wheaton Research, new speculative supply
and weak tenant demand are the main culprits behind the continued weakness.
Despite the weakening market conditions, the industrial sector outpaced office
for the third straight year, delivering a total return of 6.70%. The fourth
quarter total return for the industrial sector of the NCREIF index was 1.68%,
down from 1.81% in the third quarter. The best performing industrial subtype in
the fourth quarter was
4
flex space, with a total return of 1.96%, followed by warehouse with a total
return of 1.93%. The Research & Development (R&D) subtype delivered a total
return of -1.25% in the fourth quarter, well off the 1.04% total return in the
third quarter. However, R&D's returns were higher than 2001's fourth quarter
estimate of -1.85%.
APARTMENT MARKET
According to REIS's estimates, the average vacancy rate among US apartments
loosened in the fourth quarter of 2002, rising 40 bps to 6.3%. While market
conditions appear to be stabilizing, the current vacancy rate is still up from
the 4.8% rate at the end of 2001 and 330 bps higher than at year-end 2000. REIS
reports that national same-unit rent growth for the fourth quarter was 0.4%,
while the one-year rent growth was 1.1%.
According to the NCREIF apartment subindex, private investment in apartments
returned 2.01% during the fourth quarter of 2002, down from 2.63% in the third
quarter. The total third quarter return included 1.62% from income and 0.39%
from appreciation. Low-rise apartment properties returned 2.31% in the fourth
quarter, outperforming garden properties (2.03%) and high-rise properties
(1.82%). Moreover, the low-rise apartment subtype was the only apartment subtype
to show an increase in performance in the fourth quarter. Both high-rise and
garden apartments dropped well below their respective third quarter returns but
still outpaced fourth quarter 2001 estimates.
RETAIL MARKET
The retail sector paced all real estate property types in terms of market
conditions and returns in 2002. REIS reports that the average vacancy rate at
neighborhood and community centers rose just 10 bps in 2002 to 6.9%, while
vacancy at all retail centers rose 30 bps to 12.4%. Class A regional malls
managed to increase revenues in 2002 despite the ongoing struggles among
department store anchors. With limited new mall development, dominant regional
malls should continue to enjoy strong internal growth amid stable market
fundamentals. Grocery-anchored shopping centers remained popular with investors,
but the risks have increased. With Wal-Mart and Target continuing their push
into the grocery business, the increased pressure on already thin margins is
forcing further consolidation. This is particularly troublesome for the smaller,
"garden variety" community shopping center where the grocer is the primary
driver of traffic.
The retail sector posted an impressive total return of 4.60% in the fourth
quarter and a 13.74% total return for 2002. Of the fourth quarter total return,
2.13% was attributable to income and 2.47% was from appreciation. The regional
center subtype dethroned the power center as private real estate's top
performing sector, with a total return of 5.76% in the fourth quarter. Super
regional malls and neighborhood centers witnessed strong total returns of 5.73%
and 4.46%, respectively. Community centers finished the quarter with a 3.82%
total return, up from 2.52% in the third quarter. Power centers were the worst
performing centers, with a total return of 3.66%.
ITEM 2. PROPERTIES
Not Applicable.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Contract owners participating in the Real Property Account have no voting rights
with respect to the Real Property Account.
5
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S INTERESTS AND RELATED SECURITY HOLDER
MATTERS
Owners of the Contracts may participate by allocating all or part of the net
premiums or purchase payments to the Real Property Account. Contract values will
vary with the performance of the Real Property Account's investments through the
Partnership. Participating interests in the Real Property Account are not traded
in any public market, thus a discussion of market information is not relevant.
As of December 31, 2002, there were approximately 36,225 contract owners of
record investing in the Real Property Account.
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
RESULTS OF OPERATIONS:
Total Investment Income ............. $ 27,077,048 $ 27,480,593 $ 26,387,938 $ 24,835,049 $ 27,163,552
------------ ------------ ------------ ------------ ------------
Net Investment Income ............... $ 10,864,043 $ 12,350,306 $ 13,638,117 $ 13,279,589 $ 15,833,513
Net Realized and Unrealized (Loss)
Gain on Investment in Partnership . (8,517,663) (2,547,749) 4,487,022 (7,217,046) 4,795,111
------------ ------------ ------------ ------------ ------------
Net Increase in Net Assets
Resulting From Operations ......... $ 2,346,380 $ 9,802,557 $ 18,125,139 $ 6,062,543 $ 20,628,624
------------ ------------ ------------ ------------ ------------
FINANCIAL POSITION:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Total Assets ........................ $229,720,113 $234,594,652 $221,512,296 $225,142,653 $244,249,272
------------ ------------ ------------ ------------ ------------
Long Term Lease Obligation .......... $ 0 $ 0 $ 0 $ 0 $ 0
------------ ------------ ------------ ------------ ------------
Mortgage Loan Payable ............... $ 35,699,108 $ 28,994,521 $ 10,092,355 $ 10,184,662 $ 0
------------ ------------ ------------ ------------ ------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All of the assets of the Real Property Account (the "Account") are invested in
the Prudential Variable Contract Real Property Partnership (the "Partnership").
Correspondingly, the liquidity, capital resources and results of operations for
the Real Property Account are contingent upon the Partnership. Therefore, all of
management's discussion of these items is at the Partnership level. The partners
in the Partnership are The Prudential Insurance Company of America, Pruco Life
Insurance Company, and Pruco Life Insurance Company of New Jersey (collectively,
the "Partners").
The following analysis of the liquidity and capital resources and results of
operations of the Partnership should be read in conjunction with the Financial
Statements and the related Notes to the Financial Statements included elsewhere
herein.
(a) LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2002, the Partnership's liquid assets consisting of cash and
cash equivalents were $18.6 million, a decrease of $8.0 million from $26.6
million at December 31, 2001. This decrease was primarily due to distributions
to the Partners of $16.1 million during 2002 offset by an increase in net cash
flows from operations and the sale of the industrial property located in
Bolingbrook, Illinois on September 12, 2002. Sources of liquidity include net
cash flow from property operations and interest from short-term investments.
The Partnership's investment policy allows up to 30% investment in cash and
short-term obligations, although the Partnership generally holds approximately
10% of its assets in cash and short-term obligations. At December 31, 2002, 8.1%
of the Partnership's assets consisted of cash and short term obligations.
6
In 1986, Prudential committed to fund up to $100 million to enable the
Partnership to acquire real estate investments. Contributions to the Partnership
under this commitment have been utilized for property acquisitions and returned
to Prudential on an ongoing basis from contract owners' net contributions and
other available cash. The amount of the commitment had been reduced by $10
million for every $100 million in current value net assets of the Partnership.
As of December 31, 2002, Prudential's equity interest in the Partnership, on a
cost basis, under this commitment (held through the Real Property Accounts) was
$44 million. Prudential did not make any contributions under this commitment
during the 2002 fiscal year. This commitment terminated on December 31, 2002.
The Partnership made $16.1 million in distributions to the Partners during 2002,
and $18.0 million in distributions, during 2001. Additional distributions may be
made to the Partners during 2003 based upon the percentage of assets invested in
short-term obligations, taking into consideration anticipated cash needs of the
Partnership including potential property acquisitions, property dispositions and
capital expenditures. Management anticipates that its current liquid assets and
ongoing cash flow from operations will satisfy the Partnership's needs over the
next twelve months and the foreseeable future.
The Partnership completed one real estate acquisition during the year. The
Partnership acquired a controlling interest in a 161,600 square foot retail
center in Ocean City, Maryland. The Partnership funded $0.5 million during 2002
as part of this acquisition. A $7.4 million mortgage was also assumed in
connection with this transaction. During the first twelve months of 2002, the
Partnership spent approximately $2.6 million in capital expenditures.
Approximately $1.3 million was associated with the development and expansion of
the retail center located in Hampton, Virginia. The remaining $1.3 million
balance was primarily associated with the HVAC upgrade at the office building
located in Lisle, Illinois, roof replacement at the office building located in
Oakbrook Terrace, Illinois, lobby upgrades at one of the Brentwood, Tennessee
office buildings, and tenant improvements at the other Brentwood, Tennessee
office building. The Partnership also increased its investment in real estate
partnerships by approximately $2.9 million in connection with the development
and expansion of a retail center located in Kansas City, Missouri.
(b) RESULTS OF OPERATIONS
The following is a brief year-to-date comparison of the Partnership's results of
operations for the periods ended December 31, 2002, 2001, and 2000.
2002 VS. 2001
The following table presents a year-to-date comparison of the Partnership's
sources of net investment income, and realized and unrealized gains or losses by
investment type.
TWELVE MONTHS ENDED DECEMBER 31,
2002 2001
------------ ------------
NET INVESTMENT INCOME:
Office properties .......................................... $ 4,837,432 $ 4,766,035
Apartment complexes ........................................ 3,089,744 3,735,912
Retail property ............................................ 3,612,435 2,950,333
Industrial properties ...................................... 1,429,036 545,003
Equity in income of real estate partnership ................ 276,206 686,801
Dividend income from real estate investment trust .......... -- 2,157,647
Other (including interest income, investment mgt fee, etc.) (2,380,810) (2,491,425)
------------ ------------
TOTAL NET INVESTMENT INCOME ................................ $ 10,864,043 $ 12,350,306
------------ ------------
NET UNREALIZED LOSS ON REAL ESTATE INVESTMENTS:
Office properties .......................................... $ (6,785,006) $ (777,380)
Apartment complexes ........................................ (856,188) 415,417
Retail property ............................................ (808,736) (94,504)
Industrial properties ...................................... 177,573 (2,105,641)
Interest in real estate partnership ........................ (638,838) 226,024
------------ ------------
TOTAL NET UNREALIZED LOSS ON REAL ESTATE INVESTMENTS ....... $ (8,911,195) $ (2,336,084)
------------ ------------
7
TWELVE MONTHS ENDED DECEMBER 31,
2002 2001
------------ ------------
NET REALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS:
Industrial properties ...................................... 395,110 --
Real estate investment trust ............................... (1,578) (211,665)
------------ ------------
TOTAL NET REALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS .. 393,532 (211,665
------------ ------------
NET REALIZED AND UNREALIZED LOSS ON
REAL ESTATE INVESTMENTS ................................. $ (8,517,663) $ (2,547,749)
============ ============
The Partnership's net investment income for the year ended December 31, 2002 was
$10.9 million, a decrease of $1.5 million from $12.4 million when compared to
the corresponding period in 2001. The Partnership's liquidation of its
investment in REIT stocks during the fourth quarter last year resulted in no
dividend income being received in 2002. Additionally, the occupancy at one of
the Brentwood, Tennessee properties has decreased to 0% from 100% due to the
move-out of the single tenant.
Equity in income of real estate partnership was $0.3 million for the twelve
months of 2002, a decrease of $0.4 million, or 59.8%, from $0.7 million in the
corresponding period in 2001. This decrease is due to a decrease in revenue
associated with expansion of the existing grocery store anchor that commenced
during the fourth quarter of 2001. It is anticipated that upon completion, both
occupancy and rental rates will increase.
Dividend income from real estate investment trusts decreased approximately $2.2
million, or 100.0%, during the twelve months of 2002 compared to the
corresponding period in 2001. These decreases were due to the Partnership's
liquidation of its investment in REIT stocks during the 4th quarter of 2001.
Interest on short-term investments increased approximately $0.2 million or 53.6%
for the year ended December 31, 2002 due primarily to higher average cash
balance when compared to the corresponding period in 2001.
Administrative expense increased $0.8 million, or 32.8%, in the twelve months of
2002 compared to the corresponding period in 2001. These increases were
primarily due to the Partnership's acquisition of a portfolio of apartment
complexes located in Gresham and Salem, Oregon in 2001, a retail center located
in Hampton, Virginia in 2001, and a retail center located in Ocean City,
Maryland in 2002.
Interest expense increased $0.2 million, or 12.0%, in the twelve months of 2002
compared to the corresponding period in 2001. This increase was primarily due to
the Partnership's assumption of a $9.0 million and a $10.3 million mortgage loan
in conjunction with the acquisition of a controlling interest in a portfolio of
apartment complexes located in Gresham and Salem, Oregon and a retail center
located in Hampton, Virginia in 2001. There was also the additional assumption
of a $7.4 million mortgage loan in conjunction with the acquisition of a
controlling interest in a retail center located in Ocean City, Maryland in 2002.
The Partnership experienced a net unrealized loss of $8.9 million for the year
ended December 31, 2002 compared to a net unrealized loss of $2.3 million during
the corresponding period in 2001. The unrealized losses during 2002 were
experienced in the office, apartment and retail sectors. The office properties
recorded an unrealized loss of $6.8 million primarily due to the buildings
located in Brentwood, Tennessee and Oakbrook Terrace, Illinois, where softening
market conditions have resulted in reductions in market rental rates and
increased leasing costs. In total, the apartment complexes in the portfolio
experienced unrealized losses totaling $0.9 million for the twelve months of
2002. Weaker demand caused by higher rates of unemployment and a favorable
interest rate environment for homebuyers has resulted in lower short-term
occupancy and income projections. The retail sector also experienced a net
unrealized loss of $0.8 million primarily due to uncertainty about a lease
renewal by a major tenant.
OFFICE PROPERTIES
Net investment income from property operations for the office sector increased
approximately $0.1 million, or 1.5%, for the year ended December 31, 2002 when
compared to the corresponding period in 2001.
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $6.8 million during the twelve months of 2002. The
Oakbrook Terrace, Illinois property experienced a net unrealized loss of
approximately $3.3 million primarily due to softening market conditions and the
lease expiration of a major tenant. One of the Brentwood, Tennessee properties
experienced a net unrealized loss of approxi-
8
mately $1.4 million primarily due to the move-out of the single tenant at the
property in July 2002. Though occupancy increased by 4%, the other Brentwood,
Tennessee property experienced a net unrealized loss of approximately $1.3
million primarily due to softening market conditions. The Lisle, Illinois
property experienced a net unrealized loss of approximately $0.6 million
primarily due to impending tenant rollover and softening market conditions. The
office property located in Beaverton, Oregon experienced an unrealized loss of
approximately $0.1 million due to lower market rental rates and the near-term
lease expiration of one of the tenants.
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $0.8 million during the twelve months of 2001. One of the
Brentwood, Tennessee properties experienced a net unrealized loss of
approximately $0.7 million primarily due to the near-term expiration and
expected move-out of the single tenant at the property in July 2002. The
Beaverton, Oregon and the Lisle, Illinois office properties experienced a net
unrealized loss of approximately $0.4 million and $0.2 million, respectively,
primarily due to softening market conditions. Offsetting these unrealized losses
was an unrealized gain of approximately $0.6 million at the office property
located in Oakbrook Terrace, Illinois. This unrealized gain was attributable to
the signing of two new leases, which brought the leased area from 55% to 79%.
Occupancy at one of the Brentwood, Tennessee office properties increased from
74% at December 31, 2001 to 78% at December 31, 2002. The other Brentwood,
Tennessee office property decreased from 100% at December 31, 2001 to 0% at
December 31, 2002. Occupancy at the Lisle, Illinois and Beaverton, Oregon office
properties remained unchanged at 100% at December 31, 2001 and 2002. Occupancy
at the Oakbrook Terrace, Illinois decreased from 79% at December 31, 2001 to 27%
at December 31, 2002. As of December 31, 2002 all vacant spaces were being
marketed.
APARTMENT COMPLEXES
Net investment income from property operations for the apartment sector was $3.1
million for the year ended December 31, 2002, a decrease of $0.6 million, or
17.3%, when compared to the corresponding period in 2001. These decreases were
primarily due to a decrease in average occupancy at the Atlanta, Georgia
apartment complex. Average occupancy for the Atlanta, Georgia apartment complex
was 90% and 83% for the year ended December 31, 2001 and 2002, respectively.
Additionally, rental concessions have been made in order to increase and/or
maintain the occupancy thus resulting in lower revenue at all the apartment
complexes.
The apartment complexes owned by the Partnership experienced a net unrealized
loss of $0.9 million for the year ended December 31, 2002 compared to a net
unrealized gain of $0.4 million for the year ended December 31, 2001. Of the
unrealized loss experienced in the twelve months of 2002, $1.3 million was
experienced at the apartment complex located in Atlanta, Georgia. This
unrealized loss was due to softening market conditions. The apartment complex
located in Jacksonville, Florida experienced an unrealized loss of $0.2 million
due to slightly higher expense estimates and softening market conditions. The
apartment portfolio located in Gresham/Salem, Oregon, also experienced a net
unrealized loss of $0.1 million primarily due to increases in operating expense
levels and softening market conditions. Offsetting these losses, the apartment
complex located in Raleigh, North Carolina experienced an unrealized gain of
$0.7 million due to a reduced estimate of rent concessions and a reduction in
certain operating expenses.
The apartment complexes owned by the Partnership experienced a net unrealized
gain of $0.4 million for the twelve months ended December 31, 2001. The majority
of the unrealized gain experienced in 2001 was primarily due to the Atlanta,
Georgia apartment complex that experienced an increase in value of $0.9 million
due to sub-metering of the apartments for water usage and lower real estate
taxes than previously estimated. The apartment complex portfolio located in
Gresham and Salem, Oregon also experienced an increase in value of $0.4 million
due to the completion of capital improvements and the reduction of
administrative expense estimates. Offsetting these unrealized gains was the
apartment complex located in Raleigh, North Carolina, which experienced a net
unrealized loss of $0.5 million due to a decrease in occupancy. The apartment
complex in Jacksonville, Florida also experienced a decrease in value of $0.4
million due to higher replacement reserve expenses, higher operating expense
projections, and slightly lower market rent estimates.
Occupancy at the Atlanta, Georgia complex increased from 83% at December 31,
2001 to 90% at December 31, 2002. Occupancy at the Raleigh, North Carolina
complex increased from 82% at December 31, 2001 to 88% at December 31, 2002.
Occupancy at the apartment complex in Jacksonville,
9
Florida increased from 88% at December 31, 2001 to 90% at December 31, 2002.
Occupancy at the Gresham and Salem, Oregon apartment complexes decreased from
93% at December 31, 2001 to 92% at December 31, 2002. As of December 31, 2002,
all available vacant units were being marketed.
RETAIL PROPERTIES
Net investment income for the Partnership's retail properties was approximately
$3.6 million for the year ended December 31, 2002, and approximately $2.9
million for the year ended December 31, 2001. The increase in the year-to-date
net investment income for the retail sector is primarily due to the May 2001
acquisition of the retail center located in Hampton, Virginia and the November
2002 acquisition of the retail center located in Ocean City, Maryland.
The retail properties experienced a net unrealized loss of $0.8 million for the
year ended December 31, 2002 and a net unrealized loss of $0.1 million for the
year ended December 31, 2001. The retail center located in Roswell, Georgia
experienced a net unrealized loss of $1.7 million for the twelve months of 2002
due to the risk that a major tenant will not renew its lease, coupled with lower
market rents. Partially offsetting this loss, the retail center located in
Hampton, Virginia experienced an unrealized gain of $0.9 million due to the
addition of 20,000 rentable square feet and an increase in occupancy.
The retail properties experienced a net unrealized loss of $0.1 for the twelve
months ended December 31, 2001. The retail center located in Roswell, Georgia
experienced a loss of $0.6 million for 2001 due to increased capital
expenditures and a slight drop in occupancy. Offsetting this unrealized loss was
an unrealized gain of $0.5 million resulting from the market value appraisal
received on the newly acquired retail center located in Hampton, Virginia.
Occupancy at the retail center in Hampton, Virginia remained unchanged at 100%
at December 31, 2001 and 2002. Occupancy at the shopping center located in
Roswell, Georgia increased from 92% at December 31, 2001 to 93% at December 31,
2002. Occupancy at the retail center in Ocean City, Maryland was 99% at December
31, 2002. As of December 31, 2002, all vacant spaces were being marketed.
INDUSTRIAL PROPERTIES
Net investment income from property operations for the industrial properties
increased from $0.5 million for year ended December 31, 2001 to $1.4 million for
the corresponding period ended December 31, 2002. The majority of this increase
was due to higher revenues at the properties located in Bolingbrook, Illinois
and Salt Lake City, Utah. On September 12, 2002 the industrial property located
in Bolingbrook, Illinois was sold for a realized gain of $0.4 million. Average
occupancy for the Bolingbrook, Illinois industrial property was 24% and 79% for
the year ended December 31, 2001 and nine months ended September 30, 2002,
respectively.
The industrial properties owned by the Partnership experienced a net unrealized
gain of approximately $0.2 million for the year ended December 31, 2002 compared
to a net unrealized loss of approximately $2.1 million in 2001. The majority of
the unrealized gain in 2002 was attributable to the Aurora, Colorado industrial
property. This gain of approximately $0.5 million was due to an increase in
market rents. Offsetting this unrealized gain was the Salt Lake City, Utah
facility, which experienced a net unrealized loss of $0.3 million due to capital
expenditures at the property that were not reflected as an increase in market
value and softening market conditions.
The three industrial properties owned by the Partnership experienced a net
unrealized loss of approximately $2.1 million for the twelve months ended
December 31, 2001. The majority of the unrealized loss in 2001 was attributable
to the Salt Lake City, Utah industrial property. This loss of approximately $1.3
million was due to a decrease in market rents. The Bolingbrook, Illinois
facility experienced a loss of $0.9 million due to a decrease in rental rates
and softening market conditions.
The occupancy at the Salt Lake City, Utah property remained unchanged at 77% at
December 31, 2001 and 2002. The Aurora, Colorado property's occupancy rate
remained unchanged at 75% at December 31, 2001 and 2002. As of December 31,
2002, all vacant spaces were being marketed.
10
EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP
During the year ended December 31, 2002, income from the investment located in
Kansas City, Kansas and Missouri amounted to $0.3 million, a decrease of 59.8%
from $0.7 million at December 31, 2001. The decrease in the year-to-date equity
in income of real estate partnership is due to a decrease in revenue associated
with expansion of the existing grocery store anchor that commenced during the
fourth quarter 2001. It is anticipated that upon completion, both occupancy and
rental rates will increase.
The equity investment experienced a net unrealized loss of $0.6 million and a
net unrealized gain of $0.2 million for the years ended December 31, 2002 and
2001, respectively. The unrealized loss of $0.6 million for the year ended
December 31, 2002 was primarily due to renovations from the expansion of the
existing grocery store anchor that have not been reflected yet in the market
value of the property. The unrealized gain of $0.2 million for the twelve months
ended December 31, 2001 was primarily due to the addition of a tenant that will
provide a substantial amount of income to the center in rent and the addition of
new space to house this tenant.
The retail portfolio located in Kansas City, Kansas and Missouri had an average
occupancy of 90% at December 31, 2001, which decreased to 87% at December 31,
2002. As of December 31, 2002, all vacant spaces were being marketed.
REAL ESTATE INVESTMENT TRUSTS
The Partnership's investment in REITS was liquidated at the end of the fourth
quarter of 2001.
During the twelve months ended December 31, 2001, the Partnership's remaining
investment in REITS recognized a realized loss of $0.2 million due to the sale
of the Partnership's remaining investment in REITs.
OTHER
Other net investment income increased $0.1 million during the year of 2002
compared to the corresponding period in 2001. Other net investment income
includes interest income from short-term investments, investment management
fees, and expenses not related to property activities. The increase in 2002 is
primarily due to an increase in interest income from short-term investments
offset by a decrease in management fees due to the Partnership's liquidation of
its entire investment in REIT shares.
2001 VS. 2000
The following table presents a year-to-date comparison of the Partnership's
sources of net investment income and realized and unrealized gains or losses by
investment type.
TWELVE MONTHS ENDED DECEMBER 31,
2001 2000
------------ ------------
NET INVESTMENT INCOME:
Office properties .......................................... $ 4,766,035 $ 5,356,934
Apartment complexes ........................................ 3,735,912 3,446,245
Retail property ............................................ 2,950,333 2,772,438
Industrial properties ...................................... 545,003 1,257,146
Equity in income of real estate partnership ................ 686,801 791,596
Dividend income from real estate investment trust .......... 2,157,647 1,744,611
Other (including interest income, investment mgt fee, etc.) (2,491,425) (1,730,853)
------------ ------------
TOTAL NET INVESTMENT INCOME ................................ $ 12,350,306 $ 13,638,117
------------ ------------
NET UNREALIZED (LOSS) GAIN ON REAL ESTATE INVESTMENTS:
Office properties .......................................... $ (777,380) $ (2,434,245)
Apartment complexes ........................................ 415,417 2,717,915
Retail property ............................................ (94,504) (264,300)
Industrial properties ...................................... (2,105,641) (935,721)
Interest in real estate partnership ........................ 226,024 140,614
Real estate investment trusts .............................. -- 2,618,815
------------ ------------
Total Net Unrealized (Loss) Gain on Real Estate Investments $ (2,336,084) $ 1,843,078
------------ ------------
11
TWELVE MONTHS ENDED DECEMBER 31,
2001 2000
------------ ------------
NET REALIZED (LOSS) GAIN ON REAL ESTATE INVESTMENTS
Office properties...................................................... -- 186,920
Apartment complexes.................................................... -- --
Industrial properties.................................................. -- --
Interest in real estate partnership.................................... -- --
Real estate investment trust ............................... (211,665) 2,457,024
------------ ------------
TOTAL NET REALIZED (LOSS) GAIN ON REAL ESTATE INVESTMENTS .. (211,665) 2,643,944
------------ ------------
NET REALIZED AND UNREALIZED (LOSS) GAIN ON
REAL ESTATE INVESTMENTS ................................. $ (2,547,749) $ 4,487,022
============ ============
The Partnership's net investment income for the twelve months ended December 31,
2001 was $12.4 million, a decrease of $1.3 million from the corresponding period
in the prior year. This decrease was primarily due to the sale of an office
property located in Morristown, New Jersey in the fourth quarter of 2000.
Equity in income of real estate partnership was $0.7 million for the twelve
months of 2001, a decrease of $0.1 million, or 13.2%, from $0.8 million in the
corresponding period in 2000. The decrease is primarily due to a temporary
decrease in rental rates at the retail portfolio located in Kansas City, Kansas
and Missouri when compared to the prior year.
Dividend income from real estate investment trusts amounted to approximately
$2.2 million for the twelve months ended December 31, 2001, an increase of
approximately $0.4 million, or 23.7%, from approximately $1.7 million in the
corresponding period in 2000. This increase was primarily due to an increase in
the amount invested in REIT stocks subsequent to the 3rd quarter 2000.
Interest on short-term investments decreased approximately $1.0 million or 76.9%
for the twelve months ended December 31, 2001 due primarily to a significantly
lower average cash balance compared to the corresponding period in 2000. Cash,
cash equivalents, and marketable securities maintained during the twelve months
ended December 31, 2001 averaged approximately $13.0 million when compared to
the twelve months ended December 31, 2000 when the average was approximately
$19.1 million.
Operating expenses increased $0.9 million, or 21.4%, in the twelve months of
2001 compared to the corresponding period in 2000. These increases were
primarily due to the Partnership's acquisition of a controlling interest in the
two investments discussed previously.
Interest expense increased $1.0 million, or 142.4%, in the twelve months of 2001
compared to the corresponding period in 2000. These increases were primarily due
to the Partnership's assumption of a $9.0 million and a $10.3 million mortgage
loan in conjunction with the acquisition of a controlling interest in the two
investments discussed previously.
Minority interest in consolidated partnerships increased $0.1 million, or
1,256.4%, for the twelve months ended December 31, 2001. These increases were
due to the Partnership's acquisition of a controlling interest in the two
investments discussed previously.
OFFICE PROPERTIES
Net investment income from property operations for the office sector decreased
approximately $0.6 million, or 11.0%, for the twelve months ended December 31,
2001 when compared to the corresponding period in 2000. This was primarily due
to the sale of the Morristown, New Jersey office center in October 2000.
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $0.8 million during the twelve months of 2001. One of the
Brentwood, Tennessee properties experienced a net unrealized loss of
approximately $0.7 million primarily due to the near-term expiration and
expected move-out of the single tenant at the property in July 2002. The
Beaverton, Oregon and the Lisle, Illinois office properties experienced a net
unrealized loss of approximately $0.4 million and $0.2 million, respectively,
primarily due to
12
softening market conditions. Offsetting these unrealized losses was an
unrealized gain of approximately $0.6 million at the office property located in
Oakbrook Terrace, Illinois. This unrealized gain was attributable to the signing
of two new leases, which brought the leased area from 55% to 79%.
The office properties owned by the Partnership experienced a net unrealized loss
of approximately $2.4 million during 2000. During 2000, the Oakbrook Terrace,
Illinois property decreased $1.6 million in value due to a lease termination
associated with 45% of the space and weaker market conditions. One of the
Brentwood, Tennessee office properties also experienced a net unrealized loss of
approximately $0.8 million primarily due to capital expenditures on the property
that were not reflected as an increase in market value.
Occupancy at one of the Brentwood, Tennessee office properties decreased from
95% at December 31, 2000 to 74% at December 31, 2001, while occupancy at the
other Brentwood, Tennessee location remained unchanged at 100%. Occupancy at the
Lisle, Illinois office property increased from 88% at December 31, 2000 to 100%
at December 31, 2001. Occupancy at the Beaverton, Oregon property remained
unchanged at 100%. Occupancy at the Oakbrook Terrace, Illinois property
decreased from 100% at December 31, 2000 to 79% at December 31, 2001. As of
December 31, 2001 all vacant spaces were being marketed.
APARTMENT COMPLEXES
Net investment income from property operations for the apartment sector was $3.7
million for the twelve months ended December 31, 2001, an increase of $0.3
million, or 8.4%, when compared to the corresponding period in 2000. This
increase was primarily due to the acquisition of the controlling interest in the
apartment complex portfolio located in Gresham and Salem, Oregon.
The apartment complexes owned by the Partnership experienced a net unrealized
gain of $0.4 million for the twelve months ended December 31, 2001 compared to a
net unrealized gain of $2.7 million for the twelve months ended December 31,
2000. The majority of the unrealized gain experienced in 2001 was primarily due
to the Atlanta, Georgia apartment complex that experienced an increase in value
of $0.9 million due to sub-metering of the apartments for water usage and lower
real estate taxes than previously estimated. The apartment complex portfolio
located in Gresham and Salem, Oregon also experienced an increase in value of
$0.4 million due to the completion of capital improvements and the reduction of
administrative expense estimates. Offsetting these unrealized gains was the
apartment complex located in Raleigh, North Carolina, which experienced a net
unrealized loss of $0.5 million due to a decrease in occupancy. The apartment
complex in Jacksonville, Florida also experienced a decrease in value of $0.4
million due to higher replacement reserve expenses, higher operating expense
projections, and slightly lower market rent estimates.
The apartment complexes owned by the Partnership experienced a net unrealized
gain of $2.7 million in 2000. The largest share of the unrealized gain for 2000
or $1.7 million was experienced by the apartment complex located in Atlanta,
Georgia primarily due to increases in rental rates, stabilized occupancy, and
lower operating expense estimates. The apartment complex located in Raleigh,
North Carolina also experienced a net unrealized gain of $0.2 million due to
increases in rental rates.
The occupancy at the Raleigh, North Carolina complex decreased from 92% at
December 31, 2000 to 82% at December 31, 2001. Occupancy at the Atlanta, Georgia
complex decreased from 98% at December 31, 2000 to 83% at December 31, 2001.
Occupancy at the apartment complex in Jacksonville, Florida decreased from 91%
at December 31, 2000 to 88% at December 31, 2001. Occupancy at the Gresham and
Salem, Oregon apartment complexes averaged approximately 93% at December 31,
2001. As of December 31, 2001, all available vacant spaces were being marketed.
RETAIL PROPERTIES
Net investment income for the Partnership's retail properties located in
Roswell, Georgia and Hampton, Virginia was approximately $3.0 million for the
twelve months ended December 31, 2001 and approximately $2.8 million for the
twelve months ended December 31, 2000. The increase is primarily due to the
acquisition of the controlling interest in the 154,540 square foot retail center
based in Hampton, Virginia.
13
The retail properties experienced a net unrealized loss of $0.1 million and a
net unrealized loss of $0.3 million for the twelve months ended December 31,
2001 and 2000, respectively. The retail center located in Roswell, Georgia
experienced a loss of $0.6 million for 2001 due to increased capital
expenditures and a slight drop in occupancy. Offsetting this unrealized loss was
an unrealized gain of $0.5 million resulting from the market value appraisal
received on the newly acquired retail center located in Hampton, Virginia.
The unrealized loss experienced in 2000 was due to the Roswell, Georgia property
due to lower income projections, coupled with capital expenditures that did not
increase the market value of the property.
Occupancy at the shopping center located in Roswell, Georgia decreased from 97%
at December 31, 2000 to 92% at December 31, 2001. The newly acquired retail
center in Hampton, Virginia had an occupancy of 99% at December 31, 2001. As of
December 31, 2001, all vacant spaces were being marketed.
INDUSTRIAL PROPERTIES
Net investment income from property operations for the industrial properties
decreased from $1.3 million for the twelve months ended December 31, 2000 to
$0.5 million for the corresponding period ended December 31, 2001. The majority
of these decreases were due to decreased occupancy at the properties located in
Bolingbrook, Illinois and Salt Lake City, Utah. Even though the Salt Lake City,
Utah location increased occupancy for the year, the new tenants did not move in
until the end of the third quarter and there was significant vacancy at the
Bolingbrook, Illinois facility for a portion of 2001.
The three industrial properties owned by the Partnership experienced a net
unrealized loss of approximately $2.1 million for the twelve months ended
December 31, 2001 compared to a net unrealized loss of approximately $0.9
million in 2000. The majority of the unrealized loss in 2001 was attributable to
the Salt Lake City, Utah industrial property. This loss of approximately $1.3
million was due to a decrease in market rents. The Bolingbrook, Illinois
facility experienced a loss of $0.9 million due to a decrease in rental rates
and softening market conditions.
The three industrial properties owned by the Partnership experienced a net
unrealized loss of approximately $0.9 million in 2000. The majority of the
decrease for 2000 was attributable to the Aurora, Colorado industrial property,
which had a loss of approximately $0.7 million due to more conservative
assumptions regarding rental rates, lease-up time and terminal capitalization
rates used by the appraiser. In addition, capital expenditures were incurred at
the property that were not reflected as an increase in market value. The
industrial property located in Bolingbrook, Illinois experienced an unrealized
loss of $0.4 million in 2000. This loss was due to the expiration of the single
tenant lease with no replacement tenant being signed as of yet. The space was
leased during the fourth quarter of 2000 on a temporary basis, and partially
leased at the end of 2001 to a different temporary tenant.
The occupancy at the Bolingbrook, Illinois property decreased from 100% at
December 31, 2000 to 98% at December 31, 2001. The occupancy at the Salt Lake
City, Utah property increased from 34% at December 31, 2000 to 77% at December
30, 2001. The Aurora, Colorado property's occupancy rate remained unchanged at
75% at December 31, 2000 and 2001. As of December 31, 2001, all vacant spaces
were being marketed.
EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP
During the twelve months ended December 31, 2001, income from the investment
located in Kansas City, Kansas and Missouri amounted to $0.7 million, a decrease
of 13.2% from $0.8 million at December 31, 2000. The decrease is primarily due
to a temporary decrease in rental rates.
The equity investment experienced a net unrealized gain of $0.2 million and $0.1
million for the twelve months ended December 31, 2001 and 2000, respectively.
The unrealized gain of $0.2 million for the twelve months ended December 31,
2001 was primarily due to the addition of a tenant that will provide a
substantial amount of income to the center in rent and the addition of new space
to house this tenant.
The retail portfolio located in Kansas City, Kansas and Missouri had an average
occupancy of 90% at December 31, 2001, which remained unchanged from December
31, 2000. As of December 31, 2001, all vacant spaces were being marketed.
14
REAL ESTATE INVESTMENT TRUSTS
During the twelve months ended December 31, 2001, the Partnership's remaining
investment in REITS recognized a realized loss of $0.2 million due to the sale
of the Partnership's remaining investment in REITs. The Partnership recognized a
net realized gain of $2.5 million in 2000 primarily due to the sale of the
Partnership's remaining investment in Prologis REIT shares and sales of other
REIT investments.
The Partnership recognized an unrealized gain of $2.6 million on investments in
REITs for the twelve months ended December 31, 2000, which reflects changes in
the market value of REIT shares held by the Partnership.
OTHER
Other net investment income decreased approximately $0.8 million during the
twelve months ended December 31, 2001 when compared to the corresponding period
in 2000. Other net investment income includes interest income from short-term
investments, investment management fees, and expenses not related to property
activities. The decreases discussed above were primarily due to interest income
on short-term investments, which decreased primarily as a result of the
Partnership maintaining a significantly lower cash balance when compared to the
corresponding periods last year coupled with a decrease in interest rates.
15
(c) PER SHARE INFORMATION
Following is an analysis of the Partnership's net investment income and net
realized and unrealized gain (loss) on investments, presented on a per share
basis:
01/01/2002 01/01/2001 01/01/2000
to to to
12/31/2002 12/31/2001 12/31/2000
---------- ---------- ----------
Revenue from real estate and improvements ...................... $ 3.22 $ 2.71 $ 2.32
Equity in income of real estate partnership .................... $ 0.03 $ 0.08 $ 0.08
Dividend income from real estate investment trusts ............. $ 0.00* $ 0.24 $ 0.18
Interest on short-term investments ............................. $ 0.06 $ 0.03 $ 0.13
------ ------ ------
TOTAL INVESTMENT INCOME ........................................ $ 3.31 $ 3.06 $ 2.71
------ ------ ------
Investment management fee ...................................... $ 0.30 $ 0.30 $ 0.28
Real estate taxes .............................................. $ 0.35 $ 0.30 $ 0.25
Administrative expense ......................................... $ 0.41 $ 0.28 $ 0.25
Operating expense .............................................. $ 0.64 $ 0.60 $ 0.44
Interest expense ............................................... $ 0.24 $ 0.20 $ 0.07
Minority interest in consolidated partnership .................. $ 0.04 $ 0.02 $ 0.00*
------ ------ ------
TOTAL INVESTMENT EXPENSES ...................................... $ 1.98 $ 1.70 $ 1.29
------ ------ ------
NET INVESTMENT INCOME .......................................... $ 1.33 $ 1.36 $ 1.42
------ ------ ------
Net realized gain (loss) on real estate investments sold
or converted ................................................ $ 0.05 $(0.02) $ 0.27
------ ------ ------
Change in unrealized gain (loss) on real estate investments .... $(1.07) $(0.26) $ 0.23
Less: Minority interest in unrealized gain (loss) on investments $ 0.02 $ 0.00* $ 0.04
------ ------ ------
Net unrealized gain (loss) on real estate investments .......... $(1.09) $(0.26) $ 0.19
------ ------ ------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS .................................. $(1.04) $(0.28) $ 0.46
====== ====== ======
Net change in share value ...................................... $ 0.29 $1.08 $ 1.88
Share value at beginning of period ............................. $23.82 $22.74 $20.86
------ ------ ------
Share value at end of period ................................... $24.11 $23.82 $22.74
====== ====== ======
Ratio of expenses to average net assets (1) .................... 8.34% 7.26% 6.07%
Ratio of net investment income to average net assets (1) ....... 5.59% 5.93% 6.49%
Number of weighted average shares outstanding
during the period (000's) ................................... 8,193 8,922 9,831
ALL PER SHARE CALCULATIONS ARE BASED ON WEIGHTED AVERAGE SHARES OUTSTANDING.
(1)--Average net assets are calculated based on an average of ending monthly
net assets.
* Per Share amount less than $0.01 (rounded)
16
(d) INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in Management's Discussion and Analysis may be
considered forward-looking statements. Words such as "expects", "believes",
"anticipates", "intends", "plans", or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based
upon management's current expectations and beliefs concerning future
developments and their potential effects upon the Partnership. There can be no
assurance that future developments affecting the Partnership will be those
anticipated by management. There are certain important factors that could cause
actual results to differ materially from estimates or expectations reflected in
such forward-looking statements including without limitation, changes in general
economic conditions, including the performance of financial markets and interest
rates; market acceptance of new products and distribution channels; competitive,
regulatory or tax changes that affect the cost or demand for the Partnership's
products; and adverse litigation results. While the Partnership reassesses
material trends and uncertainties affecting its financial position and results
of operations, it does not intend to review or revise any particular
forward-looking statement referenced in this Management's Discussion and
Analysis in light of future events. Readers should consider the information
referred to above when reviewing any forward-looking statements contained in
this Management's Discussion and Analysis.
(e) INFLATION
The Partnership's leases with a majority of its commercial tenants provide for
recoveries of expenses based upon the tenant's proportionate share of, and/or
increases in, real estate taxes and certain operating costs, which may reduce
the Partnership's exposure to increases in operating costs resulting from
inflation.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the application of
accounting policies that often involve a significant degree of judgment.
Management, on an ongoing basis, reviews critical estimates and assumptions. If
management determines, as a result of its consideration of facts and
circumstances that modifications in assumptions and estimates are appropriate,
results of operations and financial position as reported in the Consolidated
Financial Statements may change significantly.
The following sections discuss critical accounting policies applied in preparing
our financial statements that are most dependent on the application of estimates
and assumptions.
VALUATION OF INVESTMENTS
REAL ESTATE INVESTMENTS--The Partnership's investments in real estate are
initially valued at their purchase price. Thereafter, real estate investments
are reported at their estimated market values based upon appraisal reports
prepared by independent real estate appraisers (members of the Appraisal
Institute or an equivalent organization) within a reasonable amount of time
following acquisition of the real estate and no less frequently than annually
thereafter. The Chief Real Estate Appraiser of Prudential Investment Management
is responsible to assure that the valuation process provides objective and
accurate market value estimates.
The purpose of an appraisal is to estimate the market value of real estate as of
a specific date. Market value has been defined as the most probable price for
which the appraised real estate will sell in a competitive market under all
conditions requisite for a fair sale, with the buyer and seller each acting
prudently, knowledgeably, and for self interest, and assuming that neither is
under undue duress.
Real estate partnerships are valued at the Partnership's equity in net assets as
reflected in the partnership's financial statements with properties valued as
described above.
As described above, the estimated market value of real estate and real estate
related assets is determined through an appraisal process. These estimated
market values may vary significantly from the prices at which the real estate
investments would sell since market prices of real estate investments can only
be determined by negotiation between a willing buyer and seller. Although the
estimated market values represent subjective estimates, management believes
these estimated market values are reasonable approximations of market prices and
the aggregate value of investments in real estate is fairly presented as of
December 31, 2002 and 2001.
INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS--Shares of real estate investment
trusts (REITs) are generally valued at their quoted market price. These values
may be adjusted for discounts relating to restrictions, if any, on the future
sale of these shares, such as lockout periods or limitations on the number of
shares which may be sold in a given time period. Any such discounts are
determined by the Chief Real Estate Appraiser.
17
OTHER ESTIMATES
The preparation of financial statements 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 assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Partnership's exposure to market rate risk for changes
in interest rates relates to about 29.45% of its investment portfolio consisting
primarily of short-term fixed rate commercial paper and fixed and variable
interest rate debt. The Partnership does not use derivative financial
instruments. By policy, the Partnership places its investments with high quality
debt security issuers, limits the amount of credit exposure to any one issuer,
limits duration by restricting the term, and holds investments to maturity
except under rare circumstances.
The table below presents the amounts and related weighted interest rates of the
Partnership's cash equivalents and short-term investments at December 31, 2002:
ESTIMATED MARKET
VALUE AVERAGE
MATURITY (IN $ MILLIONS) INTEREST RATE
- -----------------------------------------------------------------------------------------------
Cash equivalents.................. 0-3 months $18.6 1.15%
Short-term investments............ 3-12 months $0 N/A
The table below discloses the Partnership's fixed and variable rate debt as of
December 31, 2002. Approximately $25.9 million of the Partnership's long-term
debt bears interest at fixed rates and therefore the fair value of these
instruments is affected by changes in market interest rates. The following table
presents principal cash flows (in thousands) based upon maturity dates of the
debt obligations and the related weighted-average interest rates by expected
maturity dates for the fixed rate debt. The interest rate on the variable rate
debt is equal to the 6-month Treasury rate plus 1.565%. It is subject to a
maximum of 11.345% and a minimum of 2.345%. The interest rate on the variable
rate debt as of December 31, 2002 was 3.235%.
DECEMBER 31, 2002
DEBT (IN $ THOUSANDS), ESTIMATED
INCLUDING CURRENT PORTION 2003 2004 2005 2006 2007 THEREAFTER TOTAL FAIR VALUE
- ------------------------- ---- ---- ---- ---- ---- ---------- ----- ----------
Average Fixed Interest Rate...... 7.43% 7.46% 7.47% 7.16% 7.18% 6.75% 7.79%
Fixed Rate....................... $671 $719 $ 774 $ 8,477 $588 $14,626 $25,855 $26,851
Variable Rate.................... 231 242 250 9,121 -- -- 9,844 9,589
- ----------------------------------------------------------------------------------------------------------------------
Total Mortgage Loans Payable..... $902 $961 $1,024 $17,598 $588 $14,626 $35,699 $36,440
- ----------------------------------------------------------------------------------------------------------------------
The Partnership is exposed to market risk from tenants. While the Partnership
has not experienced any significant credit losses, in the event of a significant
rising interest rate environment and/or economic downturn, defaults could
increase and result in losses to the Partnership, which would adversely affect
its operating results and liquidity.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are listed in the accompanying
Index to the Financial Statements and Supplementary Data on F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DIRECTORS
ARTHUR F. RYAN--Chairman of the Board, Chief Executive Officer and President of
Prudential since 1994 (current term expires June, 2003). Mr. Ryan is not a
member of any of the following committees: Audit, Compensation and Corporate
Governance, which are comprised solely of independent members of the Board of
Directors. He is a member of all other Board committees, although he attends
such meetings only when needed. Mr. Ryan was with Chase Manhattan Bank from 1972
to 1994, serving in various executive positions including President and Chief
Operating Officer from 1990 to 1994 and Vice Chairman from 1985 to 1990. Other
Directorships include: Regeneron Pharmaceuticals. Age 60.
FRANKLIN E. AGNEW--Director since 1994 (current term expires June, 2003).
Member, Committee on Finance & Dividends; Member, Investment Committee. He has
been an independent business consultant since January 1987. From 1989 through
1990, he served as the court appointed trustee in the reorganization of the
Sharon Steel Corporation. Mr. Agnew was the Chief Financial Officer of H.J.
Heinz Co. from July 1971 to June 1973 and a Senior Vice President and Group
Executive from July 1973 through 1986. Other Directorships include: Bausch &
Lomb, Inc. Age 68.
FREDERIC K. BECKER--Director since 1994 (current term expires June, 2003).
Chairman, Audit Committee; Member, Corporate Governance Committee; Member,
Executive Committee. He has served as President of the law firm of Wilentz
Goldman & Spitzer, P.C. since 1989 and has practiced law with the firm since
1960. Age 67.
GILBERT F. CASELLAS--Director since 1998 (current term expires June, 2003).
Member, Committee on Business Ethics; Member, Committee on Finance & Dividends;
Member, Investment Committee. He is President of Casellas & Associates, LLC, a
consulting firm, in Washington, D.C. During 2001, he served as President and
Chief Executive Officer of Q-linx, Inc. (software development). He served as the
President and Chief Operating Officer of The Swarthmore Group, Inc. (investment
company) from January 1999 to December 2000. Mr. Casellas was a partner in the
law firm of McConnell Valdes LLP from 1998 to 1999; Chairman, U.S. Equal
Employment Opportunity Commission from 1994 to 1998; and General Counsel, U.S.
Department of Air Force from 1993 to 1994. Age 50.
JAMES G. CULLEN--Director since 1994 (current term expires June, 2003). Member,
Compensation Committee; Member, Audit Committee. He served as the President and
Chief Operating Officer of Bell Atlantic Corporation (global telecommunications)
from December 1998 until his retirement in June 2000. Mr. Cullen was the
President and Chief Executive Officer, Telecom Group, Bell Atlantic Corporation,
from 1997 to 1998; Vice Chairman of Bell Atlantic Corporation from 1995 to 1997;
and President of Bell Atlantic Corporation from 1993 to 1995. Other
Directorships include: Johnson & Johnson and Agilent Technologies, Inc. Age 60.
ALLAN D. GILMOUR--Director since 1995 (current term expires June, 2003). Member,
Investment Committee; Member, Committee on Finance & Dividends. He is the Vice
Chairman and Chief Financial Officer of Ford Motor Company (automotive
industry); he previously retired from Ford Motor Company as Vice Charman in
1995. During his 34-year career with Ford Motor Company, Mr. Gilmour has held a
number of executive positions, including that of Chief Financial Officer and
President of Ford Automotive Group. Other Directorships include: Whirlpool
Corporation and DTE Energy Company. Age 68.
WILLIAM H. GRAY III--Director since 1991 (current term expires June, 2003).
Chairman, Corporate Governance Committee; Member, Executive Committee; Member,
Committee on Business Ethics. He has served as President and Chief Executive
Officer of The College Fund/UNCF (philanthropic foundation) since 1991. Mr. Gray
was a member of the U.S. House of Representatives from 1979 to 1991. Other
Directorships include: JP Morgan Chase & Co., Rockwell International
Corporation, Dell Computer Corporation, Pfizer, Inc., Viacom, Inc., Visteon
Corporation, and Electronic Data Systems. Age 61.
19
JON F. HANSON--Director since 1991 (current term expires June, 2003). Member,
Investment Committee; Member, Committee on Finance & Dividend. He has served as
Chairman of The Hampshire Companies (real estate investment and property
management) since 1976. Mr. Hanson served as the Chairman and Commissioner of
the New Jersey Sports and Exposition Authority from 1982 to 1994. Other
Directorships include: CD&L, Inc., HealthSouth Corp., and Pascack Community
Bank. Age 66.
GLEN H. HINER--Director since 1997 (current term expires June, 2003). Member,
Committee on Business Ethics; Member, Compensation Committee. He served as the
Chairman and Chief Executive Officer of Owens Corning (advanced glass & building
material systems) from 1992 until his retirement in 2002. Prior to joining Owens
Corning, Mr. Hiner worked at General Electric Company starting in 1957. He
served as Senior Vice President and Group Executive, Plastics Group, General
Electric Company from 1983 to 1991. Other Directorships include: Dana
Corporation. Age 68.
CONSTANCE J. HORNER--Director since 1994 (current term expires June, 2003).
Member, Compensation Committee; Member, Corporate Governance Committee. She has
been a Guest Scholar at The Brookings Institution (non-partisan research
institute) since 1993, after serving as Assistant to the President of the United
States and Director, Presidential Personnel from 1991 to 1993; Deputy Secretary,
U. S. Department of Health and Human Services from 1989 to 1991; and Director,
U.S. Office of Personnel Management from 1985 to 1989. Ms. Horner was a
Commissioner, U.S. Commission on Civil Rights from 1993 to 1998 and taught at
Princeton University in 1994 and Johns Hopkins University in 1995. Other
Directorships include: Foster Wheeler Ltd., Ingersoll-Rand Company, Ltd., and
Pfizer, Inc. Age 61.
BURTON G. MALKIEL--Director since 1978 (current term expires June, 2003).
Chairman, Investment Committee; Chairman, Committee on Finance & Dividends;
Member, Executive Committee. He is the Chemical Bank Chairman's Professor of
Economics at Princeton University, where he has served on the faculty from 1988
to the present and at other times since 1964. He was the Dean of the School of
Organization and Management at Yale University from 1981 to 1988, and he was a
member of the President's Council of Economic Advisors from 1975 to 1977. Other
Directorships include: BKF Capital. Age 70.
IDA F.S. SCHMERTZ--Director since 1997 (current term expires June, 2003).
Member, Audit Committee. She has been a Principal of Microleasing, LLC since
2001 and was Chairman of the Volkhov International Business Incubator from 1995
to 2002. Ms. Schmertz was a Principal of Investment Strategies International
(investment consultant) from 1994 to 2000 and was with American Express Company
from 1979 to 1994, holding several management positions including Senior Vice
President, Corporate Affairs. Age 68.
RICHARD M. THOMSON--Director since 1976 (current term expires June, 2003).
Chairman, Executive Committee; Chairman, Compensation Committee. He retired as
Chairman of The Toronto-Dominion Bank (banking and financial services) in 1998,
having retired as the Chief Executive Officer in 1997. He had served as Chairman
and Chief Executive Officer since 1978. Prior to that time, Mr. Thomson held
other management positions at The Toronto-Dominion Bank, which he joined in
1957. Other Directorships include: INCO, Limited, The Thomson Corporation, The
Toronto-Dominion Bank, Stuart Energy Systems, Inc., Nexen Inc., and Trizec
Properties, Inc. Age 69.
JAMES A. UNRUH--Director since 1996 (current term expires June, 2003). Member,
Corporate Governance Committee; Member, Audit Committee. He became a founding
member of Alerion Capital Group, LLC (private equity investment group) in 1998.
Mr. Unruh was with Unisys Corporation (information technology services, hardware
and software) from 1987 to 1997, serving as its Chairman and Chief Executive
Officer from 1990 to 1997. Age 62.
STANLEY C. VAN NESS--Director since 1990 (current term expires June, 2003).
Chairman, Committee on Business Ethics; Member, Executive Committee; Member,
Audit Committee. He has been a partner in the law firm of Herbert, Van Ness,
Cayci & Goodell since 1998. From 1990 to 1998, Mr. Van Ness was a partner in the
law firm Picco Herbert Kennedy and from 1984 to 1990 he was a partner with
Jamieson, Moore, Peskin and Spicer. He was a professor at Seton Hall University
Law School from 1982 to 1984. Prior to that time he served as the first Public
Advocate for the State of New Jersey. Other Directorships include: Jersey
Central Power & Light Company. Age 69.
20
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRINCIPAL OFFICERS
VIVIAN L. BANTA--She was elected and has served as Chief Executive Officer,
Insurance Division, of The Prudential Insurance Company of America since August
2002. She served as Executive Vice President from March 2000 to August 2002 and
Senior Vice President from January 2000 to March 2000. Prior to joining The
Prudential Insurance Company of America, she was an independent consultant from
1998 to 1999 and served as Executive Vice President, Global Investor Services,
Group Executive for Chase Manhattan Bank from 1991 to 1997. Age 52.
MARK B. GRIER--He was elected as Vice Chairman, Financial Management of The
Prudential Insurance Company of America in August 2002. Since May 1995 he has
variously served as Chief Financial Officer, Executive Vice President, Corporate
Governance, Executive Vice President, Financial Management, and Vice Chairman,
Financial Management, the position he holds at this time. Prior to joining The
Prudential Insurance Company of America, Mr. Grier was an executive with Chase
Manhattan Corporation. Age 50.
ROBERT C. GOLDEN--He was elected and has served as Executive Vice President of
The Prudential Insurance Company of America since June 1997. Previously, he
served as Executive Vice President and Chief Administrative Officer for
Prudential Securities. Age 56.
RICHARD J. CARBONE--He was elected and has served as Senior Vice President and
Chief Financial Officer of Prudential since July 1997. Prior to that, he served
as the Global Controller and a Managing Director of Salomon, Inc. from July 1995
to June 1997, and Controller of Bankers Trust New York Corporation and a
Managing Director and Controller of Bankers Trust Company from April 1988 to
March 1993. From March 1993 to July 1995, he served as a Managing Director and
Chief Administrative Officer of the Private Client Group at Bankers Trust
Company. Age 54.
JOHN M. LIFTIN--He was elected and served as Senior Vice President and General
Counsel of The Prudential Insurance Company of America since April 1998. Prior
to that, Mr. Liftin was an independent consultant from 1997 to 1998 and Senior
Vice President and General Counsel of Kidder, Peabody Group Inc. from 1987 to
1996. Age 59.
ANTHONY S. PISZEL--He was elected and has served as Senior Vice President and
Controller of The Prudential Insurance Company of America since January 2000. He
served as Vice President and Controller from 1998 to 2000, and Vice President
from 1997 to 1998. Prior to 1997, he served as Chief Financial Officer, for the
Individual Insurance Group. Age 48.
SHARON C. TAYLOR--She was elected and has served as Senior Vice President of The
Prudential Insurance Company of America since June 2002. Ms. Taylor has been
with Prudential since 1976, serving in various human resources management
positions, including Vice President of Human Resources Communities of Practice
from 2000 to 2002, Vice President, Human Resources & Ethics Officer, Individual
Financial Services, from 1998 to 2000; Vice President, Staffing and Employee
Relations from 1996 to 1998; Management Internal Control Officer from 1994 to
1996; and Vice President, Human Resources and Administration from 1993 to 1994.
Age 48.
ITEM 11. EXECUTIVE COMPENSATION
The Real Property Account does not pay any fees, compensation or reimbursement
to any Director or Officer of the Registrant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Related Transactions in note 7 of Notes to Financial Statements of the
Partnership on page F-24.
21
ITEM 14: CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 15d under the Securities and Exchange Act of
1934. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective. No significant changes were made in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
22
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
See the Index to Financial Statements and Supplementary Data on page F-1.
2. Financial Statement Schedules
The following financial statement schedules of The Prudential
Variable Contract Real Property Partnership should be read in
conjunction with the financial statements in Item 8 of this Annual
Report on Form 10-K:
Schedule III. Real Estate Owned: Properties
Schedule III. Real Estate Owned: Interest in Properties
See the Index to Financial Statements and Supplementary Data on
page F-1.
3. Documents Incorporated by Reference
See the following list of exhibits.
4. Exhibits
See the following list of exhibits.
(b) None.
(c) The following is a list of Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. The Registrant will
furnish a copy of any Exhibit listed below to any security holder of the
Registrant who requests it upon payment of a fee of 15 cents per page. All
Exhibits are either contained in this Annual Report on Form 10-K or are
incorporated by reference as indicated below.
3.1 Amended Charter of The Prudential Insurance Company of America,
filed as Exhibit 3.1.
3.2 Amended By-Laws of The Prudential Insurance Company of America,
filed as Exhibit 3.2.
3.3 Resolution of the Board of Directors establishing The Prudential
Variable Contract Real Property Account, filed as Exhibit (3C) to
Form S-1, Registration Statement No. 33-20083, filed February 10,
1988, and incorporated herein by reference.
4.1 Revised Individual Variable Annuity Contract filed as Exhibit
A(4)(w) to Post-Effective Amendment No. 8 to Form N-4,
Registration Statement No. 2-80897, filed October 23, 1986, and
incorporated herein by reference.
4.2 Discovery Plus Contract, filed as Exhibit (4)(a) to Form N-4,
Registration Statement No. 33-25434, filed November 8, 1988, and
incorporated herein by reference.
4.3 Custom VAL (previously named Adjustable Premium VAL) Life
Insurance Contracts with fixed death benefit, filed as Exhibit
1.A.(5) to Form S-6, Registration Statement No. 33-25372, filed
November 4, 1988, and incorporated herein by reference.
4.4 Custom VAL (previously named Adjustable Premium VAL) Life
Insurance Contracts with variable death benefit, filed as Exhibit
1.A.(5) to Form S-6, Registration Statement No. 33-25372, filed
November 4, 1988, and incorporated herein by reference.
4.5 Variable Appreciable Life Insurance Contracts with fixed death
benefit, filed as Exhibit 1.A.(5) to Pre-Effective Amendment No. 1
to Form S-6, Registration Statement No. 33-20000, filed June 15,
1988, and incorporated herein by reference.
23
4.6 Variable Appreciable Life Insurance Contracts with variable death
benefit, filed as Exhibit 1.A.(5) to Pre-Effective Amendment No. 1
to Form S-6, Registration Statement No. 33-20000, filed June 15,
1988, and incorporated herein by reference.
9. None.
10.1 Investment Management Agreement between The Prudential Insurance
Company of America and The Prudential Variable Contract Real
Property Partnership, filed as Exhibit (10A) to Pre-Effective
Amendment No. 1 to Form S-1, Registration Statement No. 33-20083,
filed May 2, 1988, and incorporated herein by reference.
10.2 Partnership Agreement of The Prudential Variable Contract Real
Property Partnership filed as Exhibit (10C) to Pre-Effective
Amendment No. 1 to Form S-1, Registration Statement No. 33-20083,
filed May 2, 1988, and incorporated herein by reference.
11. Not applicable.
12. Not applicable.
13. None.
16. None.
18. None.
21. Not applicable.
22. Not applicable.
23. None.
24. Power of Attorney: F. Agnew, F. Becker, J. Cullen, A. Gilmour, W.
Gray III, J. Hanson, G. Hiner, C. Horner, B. Malkiel, A. Ryan, I.
Schmertz, R. Thomson, J. Unruh, S. Van Ness, incorporated by
reference to Post-Effective Amendment No. 10 to Form S-1,
Registration No. 33-20083, filed April 9, 1998 on behalf of The
Prudential Variable Contract Real Property Account. G. Casellas
incorporated by reference to Form S-6, Registration No. 333-64957,
filed September 30, 1998 on behalf of The Prudential Variable
Appreciable Account. R. Carbone incorporated by reference to
Post-Effective Amendment No. 3 to Form N-4, Registration No.
333-23271, filed October 16, 1998 on behalf of The Prudential
Discovery Select Group Variable Contract Account. A. Piszel
incorporated by reference to Post-Effective Amendment No. 4 to
Form N-4, Registration No. 333-23271, filed February 23, 1999 on
behalf of The Prudential Discovery Select Group Variable Contract
Account.
99.1 Certification of Chief Executive Officer required pursuant to 18
U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer required pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanas-Oxley Act of 2002.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
IN RESPECT OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
------------------------------------------------------
(REGISTRANT)
Date: March 25, 2003 By:/s/ William J. Eckert, IV
-------------- -------------------------
William J. Eckert, IV
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
* Chairman of the Board, President March 25, 2003
- -------------------- and Chief Executive Officer
Arthur F. Ryan
* Senior Vice President and Chief March 25, 2003
- -------------------- Financial Officer
Richard Carbone
* Senior Vice President and Comptroller March 25, 2003
- --------------------
Anthony S. Piszel
*BY:/s/ Thomas C. Castano
---------------------
THOMAS C. CASTANO
(ATTORNEY-IN-FACT)
25
SIGNATURE TITLE DATE
- --------- ----- ----
* Director March 25, 2003
- --------------------
Franklin E. Agnew
* Director March 25, 2003
- --------------------
Frederic K. Becker
* Director March 25, 2003
- --------------------
Gilbert F. Casellas
* Director March 25, 2003
- --------------------
James G. Cullen
* Director March 25, 2003
- --------------------
Allan D. Gilmour
* Director March 25, 2003
- --------------------
William H. Gray, III
* Director March 25, 2003
- --------------------
Jon F. Hanson
* Director March 25, 2003
- --------------------
Glen H. Hiner, Jr.
* Director March 25, 2003
- --------------------
Constance J. Horner
* Director March 25, 2003
- --------------------
Burton G. Malkiel
* Director March 25, 2003
- --------------------
Ida F. S. Schmertz
* Director March 25, 2003
- --------------------
Richard M. Thomson
* Director March 25, 2003
- --------------------
James A. Unruh
* Director March 25, 2003
- --------------------
Stanley C. Van Ness
*BY:/s/ Thomas C. Castano
---------------------
THOMAS C. CASTANO
(ATTORNEY-IN-FACT)
26
CERTIFICATIONS
I, Arthur F. Ryan, certify that:
1. I have reviewed this annual report on Form 10-K of The Prudential Variable
Contract Real Property Account;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Arthur F. Ryan
- ----------------------------------
Arthur F. Ryan
Chief Executive Officer
I, Richard J. Carbone, certify that:
1. I have reviewed this annual report on Form 10-K of The Prudential Variable
Contract Real Property Account;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Richard J. Carbone
- ----------------------------------
Richard J. Carbone
Chief Financial Officer
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
(REGISTRANT)
INDEX
Page
----
A. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
Financial Statements:
Report of Independent Accountants.................................................. F-2
Statements of Net Assets--December 31, 2002 and 2001............................... F-3
Statements of Operations--Years Ended December 31, 2002, 2001, 2000................ F-3
Statements of Changes in Net Assets--Years Ended December 31, 2002, 2001, 2000..... F-3
Notes to Financial Statements ..................................................... F-4
B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
Financial Statements:
Report of Independent Accountants ................................................. F-9
Report of Independent Accountants on Financial Statement Schedules................. F-10
Statements of Assets and Liabilities--December 31, 2002 and 2001................... F-11
Statements of Operations--Years Ended December 31, 2002, 2001 and 2000............. F-12
Statements of Changes in Net Assets--Years Ended December 31, 2002, 2001 and 2000.. F-13
Statements of Cash Flows--Years Ended December 31, 2002, 2001 and 2000............. F-14
Schedule of Investments--December 31, 2002 and 2001................................ F-15
Notes to Financial Statements...................................................... F-16
Financial Statement Schedules:
For the period ended December 31, 2002
Schedule III--Real Estate Owned: Properties ....................................... F-22
Schedule III--Real Estate Owned: Interest in Properties ........................... F-23
All other schedules are omitted because they are not applicable, or because the
required information is included in the financial statements or notes thereto.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Contract Owners of
The Prudential Variable Contract Real Property Account
and the Board of Directors of
The Prudential Insurance Company of America
In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of The Prudential Variable Contract
Real Property Account at December 31, 2002 and 2001, and the results of its
operations and the changes in its net assets for the three years in the period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the management of The Prudential Insurance Company of America;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial 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, which included confirmation of shares at December 31, 2002 with The
Prudential Variable Contract Real Property Partnership, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
March 25, 2003
F-2
FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
STATEMENTS OF NET ASSETS
December 31, 2002 and 2001
2002 2001
----------- -----------
ASSETS
Investment in The Prudential Variable Contract
Real Property Partnership..................................... $74,450,070 $80,845,322
----------- -----------
Net Assets...................................................... $74,450,070 $80,845,322
=========== ===========
NET ASSETS, REPRESENTING:
Equity of contract owners....................................... $53,487,480 $55,383,118
Equity of The Prudential Insurance Company of America........... 20,962,590 25,462,204
----------- -----------
$74,450,070 $80,845,322
=========== ===========
Units outstanding.................................................. 39,356,910 42,938,170
=========== ===========
STATEMENTS OF OPERATIONS
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
----------- ----------- -----------
INVESTMENT INCOME
Net investment income from Partnership operations.................. $ 4,422,199 $ 5,038,916 $ 5,516,671
----------- ----------- -----------
EXPENSES
Charges to contract owners for assuming mortality risk and
expense risk and for administration ............................ 439,519 451,312 441,647
----------- ----------- -----------
NET INVESTMENT INCOME.............................................. 3,982,680 4,587,604 5,075,024
----------- ----------- -----------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net change in unrealized gain (loss) on investments in Partnership (3,628,696) (933,731) 779,624
Realized gain (loss) on sale of investments in Partnership......... 160,187 (86,359) 1,069,485
----------- ----------- -----------
NET GAIN (LOSS) ON INVESTMENTS..................................... (3,468,509) (1,020,090) 1,849,109
----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................................... $ 514,171 $ 3,567,514 $ 6,924,133
=========== =========== ===========
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
----------- ----------- -----------
OPERATIONS
Net investment income.............................................. $ 3,982,680 $ 4,587,604 $ 5,075,024
Net change in unrealized gain (loss) on investments
in Partnership.................................................. (3,628,696) (933,731) 779,624
Net realized gain (loss) on sale of investments in Partnership .... 160,187 (86,359) 1,069,485
----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................................... 514,171 3,567,514 6,924,133
----------- ----------- -----------
CAPITAL TRANSACTIONS
Net withdrawals by contract owners ................................ (2,113,583) (2,204,027) (4,226,534)
Net withdrawals by The Prudential Insurance Company
of America...................................................... (4,795,840) (5,150,236) (1,489,090)
----------- ----------- -----------
NET DECREASE IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS............................. (6,909,423) (7,354,263) (5,715,624)
----------- ----------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS............................ (6,395,252) (3,786,749) 1,208,509
NET ASSETS
Beginning of year............................................... 80,845,322 84,632,071 83,423,562
----------- ----------- -----------
End of year..................................................... $74,450,070 $80,845,322 $84,632,071
=========== =========== ===========
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES F-4 THROUGH F-8.
F-3
NOTES TO THE FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
DECEMBER 31, 2002
NOTE 1: GENERAL
The Prudential Variable Contract Real Property Account ("Real Property Account")
was established on November 20, 1986 by resolution of the Board of Directors of
The Prudential Insurance Company of America ("Prudential"), as a separate
investment account pursuant to New Jersey law. The assets of the Real Property
Account are segregated from Prudential's other assets. The Real Property Account
is used to fund benefits under certain variable life insurance and variable
annuity contracts issued by Prudential. These products are Variable Appreciable
Life ("PVAL and PVAL $100,000+ Face Value"), Discovery Plus ("PDISCO+"), and
Variable Investment Plan ("VIP").
The assets of the Real Property Account are invested in The Prudential Variable
Contract Real Property Partnership (the "Partnership"). The Partnership is
organized under New Jersey law and is registered under the Securities Act of
1933. The Partnership is the investment vehicle for assets allocated to the real
estate investment option under certain variable life insurance and variable
annuity contracts. The Real Property Account, along with the Pruco Life Variable
Contract Real Property Account and The Pruco Life of New Jersey Variable
Contract Real Property Account, are the sole investors in the Partnership. These
financial statements should be read in conjunction with the financial statements
of the Partnership.
The Partnership has a policy of investing at least 65% of its assets in direct
ownership interests in income-producing real estate and participating mortgage
loans.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The accompanying financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America ("GAAP"). The
preparation of the financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates.
B. INVESTMENT IN PARTNERSHIP INTEREST
The investment in the Partnership is based on the Real Property Account's
proportionate interest of the Partnership's market value. At December 31, 2002
and 2001 the Real Property Account's interest in the Partnership was 40.4% or
3,087,325 shares and 40.8% or 3,393,522 shares respectively.
C. INCOME RECOGNITION
Net investment income and realized and unrealized gains and losses are
recognized daily. Amounts are based upon the Real Property Account's
proportionate interest in the Partnership.
D. EQUITY OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Prudential maintains a position in the Real Property Account for property
acquisitions and capital expenditure funding needs. The position is also
utilized for liquidity purposes including unit purchases and redemptions,
Partnership share transactions, and expense processing. The position does not
have an effect on the contract owner's account or the related unit value.
NOTE 3: INVESTMENT INFORMATION FOR THE PRUDENTIAL VARIABLE CONTRACT REAL
PROPERTY PARTNERSHIP
The number of shares (rounded) held by the Real Property Account in the
Partnership and the Partnership net asset value per share (rounded) at December
31, 2002 and 2001 were as follows:
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------- -----------------
NUMBER OF SHARES (ROUNDED): 3,087,325 3,393,522
NET ASSET VALUE PER SHARE (ROUNDED): $24.11 $23.82
F-4
NOTE 4: CHARGES AND EXPENSES
A. MORTALITY RISK AND EXPENSE RISK CHARGES
Mortality risk and expense risk charges are determined daily using an effective
annual rate of 1.2%, 0.9%, 0.6% and 1.2% for PDISCO+, PVAL, PVAL $100,000 + face
value, and VIP, respectively. Mortality risk is that life insurance contract
owners may not live as long as estimated or annuitants may live longer than
estimated and expense risk is that the cost of issuing and administering the
policies may exceed related charges by Prudential.
B. COST OF INSURANCE AND OTHER RELATED CHARGES
Contract owner contributions are subject to certain deductions prior to being
invested in the Real Property Account. The deductions for PVAL and PVAL $100,000
+ face value are (1) state premium taxes; (2) sales charges which are deducted
in order to compensate Prudential for the cost of selling the contract and (3)
transaction costs which are deducted from each premium payment to cover premium
collection and processing costs. Contracts are also subject to monthly charges
for the costs of administering the contract to compensate Prudential for the
guaranteed minimum death benefit risk.
C. DEFERRED SALES CHARGE
A deferred sales charge, applicable to PVAL and PVAL $100,000 + face value, is
imposed upon surrenders of certain variable life insurance contracts to
compensate Prudential for sales and other marketing expenses. The amount of any
sales charge will depend on the number of years that have elapsed since the
contract was issued. No sales charge will be imposed after the tenth year of the
contract. No sales charge will be imposed on death benefits.
Also a deferred sales charge is imposed upon the withdrawals of certain purchase
payments to compensate Prudential for sales and other marketing expenses for
PDISCO+ and VIP. The amount of any sales charge will depend on the amount
withdrawn and the number of contract years that have elapsed since the contract
owner or annuitant made the purchase payments deemed to be withdrawn. No sales
charge is made against the withdrawal of investment income. A reduced sales
charge is imposed in connection with the withdrawal of a purchase payment to
effect an annuity if three or more contract years have elapsed since the
contract date, unless the annuity effected is an annuity certain. No sales
charge is imposed upon death benefit payments or upon transfers made between
subaccounts.
D. PARTIAL WITHDRAWAL CHARGE
A charge is imposed by Prudential on partial withdrawals of the cash surrender
value for PVAL and PVAL $100,000 + face value. A charge equal to the lesser of
$15 or 2% will be made in connection with each partial withdrawal of the cash
surrender value of a contract.
E. ANNUAL MAINTENANCE CHARGE
An annual maintenance charge, applicable to PDISCO+ and VIP, of $30 will be
deducted if and only if the contract fund is less than $10,000 on a contract
anniversary or at the time a full withdrawal is effected, including a withdrawal
to effect an annuity. The charge is made by reducing accumulation units credited
to a contract owner's account.
NOTE 5: TAXES
Prudential is taxed as a "life insurance company" as defined by the Internal
Revenue Code. The results of operations of the Real Property Account form a part
of Prudential's consolidated federal tax return. Under current federal law, no
federal income taxes are payable by the Real Property Account. As such, no
provision for the tax liability has been recorded in these financial statements.
F-5
NOTE 6: NET WITHDRAWALS BY CONTRACT OWNERS
Contract owner activity for the real estate investment option in Prudential's
variable insurance and variable annuity products for the years ended December
31, 2002, 2001 and 2000 were as follows:
2002:
- -----
PVAL & PVAL
$100,000+
PDISCO+ VIP FACE VALUE TOTAL
--------- -------- ----------- -----------
Contract Owner Net Payments: $ 0 $ 34,863 $ 5,048,419 $ 5,083,282
Policy Loans: 0 0 (1,343,092) (1,343,092)
Policy Loan Repayments and Interest: 0 0 1,404,190 1,404,190
Surrenders, Withdrawals, and Death Benefits: (594,112) (231,606) (3,683,175) (4,508,893)
Net Transfers To Other Subaccounts
or Fixed Rate Option: 51,964 121,250 385,036 558,250
Administrative and Other Charges: (38) (2,616) (3,304,666) (3,307,320)
--------- --------- ----------- -----------
NET WITHDRAWALS BY CONTRACT OWNERS $(542,186) $ (78,109) $(1,493,288) $(2,113,583)
========= ========= =========== ===========
2001:
- -----
PVAL & PVAL
$100,000+
PDISCO+ VIP FACE VALUE TOTAL
--------- -------- ----------- -----------
Contract Owner Net Payments: $ 24,129 $ 2,656 $ 4,995,144 $ 5,021,929
Policy Loans: 0 0 (1,557,761) (1,557,761)
Policy Loan Repayments and Interest: 0 0 1,327,962 1,327,962
Surrenders, Withdrawals, and Death Benefits: (579,346) (205,982) (3,392,906) (4,178,234)
Net Transfers To Other Subaccounts
or Fixed Rate Option: 284,365 116,677 48,342 449,384
Administrative and Other Charges: (17) (2,567) (3,264,723) (3,267,307)
--------- --------- ----------- -----------
NET WITHDRAWALS BY CONTRACT OWNERS $(270,869) $ (89,216) $(1,843,942) $(2,204,027)
========= ========= =========== ===========
2000:
- -----
PVAL & PVAL
$100,000+
PDISCO+ VIP FACE VALUE TOTAL
--------- -------- ----------- -----------
Contract Owner Net Payments: $ 5,159 $ 19,990 $ 5,269,026 $ 5,294,175
Policy Loans: 0 0 (1,571,876) (1,571,876)
Policy Loan Repayments and Interest: 0 0 1,091,619 1,091,619
Surrenders, Withdrawals, and Death Benefits: (552,602) (287,552) (2,902,456) (3,742,610)
Net Transfers To Other Subaccounts
or Fixed Rate Option: (189,118) (138,910) (1,747,680) (2,075,708)
Administrative and Other Charges: (2,200) (3,126) (3,216,808) (3,222,134)
--------- --------- ----------- -----------
NET WITHDRAWALS BY CONTRACT OWNERS $(738,761) $(409,598) $(3,078,175) $(4,226,534)
========= ========= =========== ===========
NOTE 7: UNIT ACTIVITY
Transactions in units for the years ended December 31, 2002, 2001 and 2000 were
as follows:
2002:
- -----
PVAL
$100,000+
PDISCO+ VIP PVAL FACE VALUE
-------- -------- ---------- ----------
Company Contributions: 2,080,975 Contract Owner Contributions: 205,356 105,284 2,046,293 1,607,411
Company Redemptions: (4,538,606) Contract Owner Redemptions: (504,137) (148,174) (2,423,416) (2,012,246)
F-6
2001:
- -----
PVAL
$100,000+
PDISCO+ VIP PVAL FACE VALUE
-------- -------- ---------- ----------
Company Contributions: 2,128,618 Contract Owner Contributions: 217,010 191,730 1,347,176 1,727,014
Company Redemptions: 4,750,574) Contract Owner Redemptions: (367,170) (241,510)(1,754,622) (2,303,032)
2000:
- -----
PVAL
$100,000+
PDISCO+ VIP PVAL FACE VALUE
-------- -------- ---------- ----------
Company Contributions: 3,189,909 Contract Owner Contributions: 44,707 46,444 10,576,369 5,685,549
Company Redemptions: (3,804,712) Contract Owner Redemptions: (489,889) (292,270)(11,527,290)(6,508,205)
NOTE 8: PURCHASES AND SALES OF INVESTMENTS
The aggregate costs of purchases and proceeds from sales of investments in the
Partnership for the years ended December 31, 2002, 2001 and 2000 were as
follows:
DECEMBER 31, 2002 DECEMBER 31, 2001 DECEMBER 31, 2000
----------------- ----------------- -----------------
PURCHASES: $ 0 $ 0 $ 0
Sales: $(7,348,942) $(7,786,532) $(6,157,271)
NOTE 9: FINANCIAL HIGHLIGHTS
Prudential Insurance Company of America (the "Company") sells a number of
variable annuity and variable life insurance products. These products have
unique combinations of features and fees that are charged against the contract
owner's account balance. Differences in the fee structures result in a variety
of unit values, expense ratios and total returns.
The following tables were developed by determining which products offered by
Prudential Insurance Company of America have the lowest and highest total
return. The summary may not reflect the minimum and maximum contract charges
offered by the Company as contract owners may not have selected all available
and applicable contract options as discussed in Note 1. The tables reflect
contract owner units only.
AT DECEMBER 31, 2002 FOR THE YEAR ENDED DECEMBER 31, 2002
----------------------------------------------- ---------------------------------------------------
EXPENSE TOTAL
UNITS UNIT VALUE NET ASSETS INVESTMENT RATIO** RETURN***
(000'S) LOWEST-HIGHEST (000'S) INCOME RATIO* LOWEST-HIGHEST LOWEST-HIGHEST
--------- -------------------- ---------- ------------- -------------- --------------
28,139 $1.81952 to $1.95560 $53,487 5.59% 0.60% to 1.20% 0.02% to 0.62%
AT DECEMBER 31, 2001 FOR THE YEAR ENDED DECEMBER 31, 2001
----------------------------------------------- ---------------------------------------------------
EXPENSE TOTAL
UNITS UNIT VALUE NET ASSETS INVESTMENT RATIO** RETURN***
(000'S) LOWEST-HIGHEST (000'S) INCOME RATIO* LOWEST-HIGHEST LOWEST-HIGHEST
--------- -------------------- ---------- ------------- -------------- --------------
29,263 $1.81915 to $1.94357 $55,383 5.91% 0.60% to 1.20% 3.55% to 4.17%
The tables above reflect information for units held by contract owners.
Prudential also maintains a position in the Real Property Account, to provide
for property acquisitions and capital expenditure funding needs. Prudential held
11,217,512 and 13,675,143 units representing $20,962,590 and $25,462,204 of net
assets as of December 31, 2002 and 2001, respectively. Charges for mortality
risk, expense risk and administrative expenses are used to purchase additional
units in the account resulting in no impact to Prudential net assets. The total
return of the Prudential units was 1.22% to 1.22% and 4.75% to 4.77% for the
year ended December 31, 2002 and 2001, respectively.
F-7
* This amount represents the proportionate share of the net investment income
from the underlying Partnership divided by the total average assets of the
Account. This ratio excludes those expenses, such as mortality and expense
charges, that result in direct reductions in the unit values.
** These ratios represent the annualized contract expenses of the separate
account, consisting primarily of mortality and expense charges, for each period
indicated. The ratios include only those expenses that result in a direct
reduction to unit values. Charges made directly to contract owner accounts
through the redemption of units and expenses of the underlying Partnership are
excluded.
*** These amounts represent the total return for the periods indicated,
including changes in the value of the underlying Partnership, and reflect
deductions for all items included in the expense ratio. The total return does
not include any expense assessed through the redemption of units; inclusion of
these expenses in the calculation would result in a reduction in the total
return presented.
NOTE 10: RELATED PARTY FOOTNOTE
Prudential and its affiliates perform various services on behalf of the
Partnership in which the Account invests and may receive fees for the services
performed. These services include, among other things, shareholder
communications, preparation, postage, fund transfer agency and various other
record keeping and customer service functions.
F-8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of The Prudential
Variable Contract Real Property Partnership:
In our opinion, the accompanying consolidated statements of assets and
liabilities, including the schedule of investments, and the related consolidated
statements of operations, of changes in net assets and of cash flows present
fairly, in all material respects, the financial position of The Prudential
Variable Contract Real Property Partnership (the "Partnership") at December 31,
2002 and 2001, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the management of The Prudential
Insurance Company of America; 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 audits 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.
PricewaterhouseCoopers LLP
New York, New York
February 18, 2003
F-9
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Partners of The Prudential
Variable Contract Real Property Partnership:
Our audits of the consolidated financial statements referred to in our report
dated February 18, 2003 appearing in this Annual Report on Form 10-K also
included an audit of the financial statement schedules listed in Item 15(a)(2)
of this Form 10-K. In our opinion, these financial statement schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
New York, New York
February 18, 2003
F-10
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
YEAR ENDED DECEMBER 31,
------------------------------
2002 2001
------------ ------------
ASSETS
REAL ESTATE INVESTMENTS-- At estimated market value:
Real estate and improvements (cost: 12/31/2002-- $215,592,277;
12/31/2001-- $212,044,159)................................................ $196,631,183 $197,970,877
Real estate partnership (cost: 12/31/2002-- $9,931,394;
12/31/2001-- $7,026,540).................................................. 8,978,324 6,712,308
------------ ------------
Total real estate investments............................................. 205,609,507 204,683,185
CASH AND CASH EQUIVALENTS....................................................... 18,591,149 26,615,645
DIVIDEND RECEIVABLE............................................................. -- 28,455
OTHER ASSETS (net of allowance for uncollectible accounts: 12/31/2002-- $69,000;
12/31/2001-- $107,000)....................................................... 5,519,457 3,267,367
------------ ------------
Total assets.............................................................. $229,720,113 $234,594,652
============ ============
LIABILITIES
MORTGAGE LOANS PAYABLE.......................................................... 35,699,108 28,994,521
ACCOUNTS PAYABLE AND ACCRUED EXPENSES........................................... 3,092,098 3,469,242
DUE TO AFFILIATES............................................................... 907,503 896,134
OTHER LIABILITIES............................................................... 911,245 972,410
MINORITY INTEREST............................................................... 4,756,653 2,111,709
------------ ------------
Total liabilities......................................................... 45,366,607 36,444,016
------------ ------------
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY................................................................ 184,353,506 198,150,636
------------ ------------
Total liabilities and partners' equity.................................... $229,720,113 $234,594,652
============ ============
NUMBER OF SHARES OUTSTANDING AT END OF PERIOD................................... 7,644,848 8,317,470
============ ============
SHARE VALUE AT END OF PERIOD.................................................... $24.11 $23.82
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
F-11
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
----------- ----------- ------------
INVESTMENT INCOME:
Revenue from real estate and improvements..................... $26,345,500 $24,339,631 $ 22,570,851
Equity in income of real estate partnership................... 276,209 686,801 791,596
Dividend income............................................... -- 2,157,647 1,744,611
Interest on short-term investments............................ 455,339 296,514 1,280,880
----------- ----------- ------------
Total investment income..................................... 27,077,048 27,480,593 26,387,938
----------- ----------- ------------
INVESTMENT EXPENSES:
Operating..................................................... 5,261,674 5,328,004 4,390,001
Investment management fee..................................... 2,486,639 2,694,130 2,705,589
Real estate taxes............................................. 2,824,719 2,652,956 2,498,065
Administrative................................................ 3,345,192 2,518,644 2,411,390
Interest expense.............................................. 1,989,473 1,776,701 732,991
Minority interest............................................... 305,308 159,852 11,785
----------- ----------- ------------
Total investment expenses................................... 16,213,005 15,130,287 12,749,821
----------- ----------- ------------
NET INVESTMENT INCOME........................................... 10,864,043 12,350,306 13,638,117
----------- ----------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE
INVESTMENTS:
Net proceeds from real estate investments sold................ 6,282,075 53,417,000 46,617,017
Less: Cost of real estate investments sold.................... 9,101,381 50,300,836 55,269,357
Realization of prior years' unrealized
(loss) gain on real estate investments sold............... (3,212,838) 3,327,829 (11,296,284)
----------- ----------- ------------
Net gain (loss) realized on real estate
investments sold............................................ 393,532 (211,665) 2,643,944
----------- ----------- ------------
Change in unrealized (loss) gain on real estate investments... (8,739,488) (2,311,404) 2,297,429
Less: Minority interest in unrealized gain on real estate
investments ................................................ 171,707 24,680 454,351
----------- ----------- ------------
Net unrealized (loss) gain on real estate investments........... (8,911,195) (2,336,084) 1,843,078
----------- ----------- ------------
NET REALIZED AND UNREALIZED (LOSS) GAIN
ON REAL ESTATE INVESTMENTS.................................... (8,517,663) (2,547,749) 4,487,022
----------- ----------- ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............ $ 2,346,380 $ 9,802,557 $ 18,125,139
=========== =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
F-12
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
------------------------------------------------
2002 2001 2000
------------ ------------ ------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:
Net investment income......................................... $10,864,043 $12,350,306 $13,638,117
Net gain (loss) realized on real estate investments sold...... 393,532 (211,665) 2,643,944
Net unrealized (loss) gain from real estate investments....... (8,911,195) (2,336,084) 1,843,078
------------ ------------ ------------
Net increase in net assets resulting from operations........ 2,346,380 9,802,557 18,125,139
------------ ------------ ------------
NET DECREASE IN NET ASSETS RESULTING
FROM CAPITAL TRANSACTIONS:
Withdrawals by partners
(2002 -- 672,622; 2001 -- 758,443; and
2000-- 1,003,008 shares, respectively)...................... (16,143,510) (18,000,000) (22,000,000)
------------ ------------ ------------
Net decrease in net assets resulting from
capital transactions.................................... (16,143,510) (18,000,000) (22,000,000)
------------ ------------ ------------
NET DECREASE IN NET ASSETS...................................... (13,797,130) (8,197,443) (3,874,861)
NET ASSETS-- Beginning of year.................................. 198,150,636 206,348,079 210,222,940
------------ ------------ ------------
NET ASSETS-- End of year........................................ $184,353,506 $198,150,636 $206,348,079
============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
F-13
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
------------------------------------------------
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations................ $ 2,346,380 $ 9,802,557 $ 18,125,139
Adjustments to reconcile net increase in net assets
resulting from operations to net cash from operating activities:
Net realized and unrealized loss (gain) on real estate
investments 8,517,663 2,547,749 (4,487,022)
Equity in income of real estate partnership's
operations in excess of distributions......................... (53,459) (686,801) (791,596)
Minority interest in operating activities....................... 305,308 159,852 11,785
Bad debt expense................................................ 184,242 108,358 96,785
Decrease (increase) in:
Dividend receivable........................................... 20,802 213,886 (110,799)
Other assets.................................................. (2,436,336) (449,444) (169,489)
Decrease (increase) in:
Accounts payable and accrued expenses......................... (377,144) 951,424 (449,796)
Due to affiliates............................................. 11,369 8,700 17,957
Other liabilities............................................. (61,165) 303,201 143,316
------------ ------------ ------------
Net cash flows from operating activities............................ 8,457,660 12,959,482 12,386,280
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from real estate investments sold.................. 6,282,075 53,417,000 46,617,017
Acquisition of real estate...................................... (2,610,723) (14,582,383) --
Acquisition of real estate partnership.......................... -- -- --
Acquisition of real estate investment trust..................... -- (18,403,928) (34,157,332)
Improvements and additional costs on prior purchases:
Additions to real estate...................................... (2,629,708) (4,373,073) (4,215,157)
Additions to real estate partnership.......................... (2,851,395) (353,956) (7,060)
Sale (purchase) of marketable securities, net................... -- 4,916,494 (2,119,486)
------------ ------------ ------------
Net cash flows from investing activities........................ (1,809,751) 20,620,154 6,117,982
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Withdrawals by partners......................................... (16,143,510) (18,000,000) (22,000,000)
Principal payments on mortgage loans payable.................... (696,828) (437,588) (92,307)
Distributions to minority interest partners..................... (100,528) -- --
Contributions from minority interest partners................... 2,268,461 929,776 159,197
------------ ------------ ------------
Net cash flows from financing activities............................ (14,672,405) (17,507,812) (21,933,110)
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS............................. (8,024,496) 16,071,824 (3,428,848)
CASH AND CASH EQUIVALENTS-- Beginning of year....................... 26,615,645 10,543,821 13,972,669
------------ ------------ ------------
CASH AND CASH EQUIVALENTS-- End of year............................. $ 18,591,149 $ 26,615,645 $ 10,543,821
============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
-14
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------------------- ------------------------------
ESTIMATED ESTIMATED
MARKET MARKET
COST VALUE COST VALUE
----------------------------- ------------------------------
REAL ESTATE AND IMPROVEMENTS--
PERCENTAGE OF NET ASSETS...................... 106.7% 99.9%
Location Description
- ----------------------------------------------------------------------------------------------------------------------
Lisle, IL Office Building.......... $22,857,236 $13,854,988 $22,561,428 $14,193,539
Atlanta, GA Garden Apartments........ 15,715,772 17,523,063 15,696,606 18,752,139
Roswell, GA Retail Shopping Center .. 32,895,282 24,903,969 32,878,304 26,625,833
Bolingbrook, IL Warehouse................ -- -- 9,039,620 5,826,782
Raleigh, NC Garden Apartments ....... 15,943,836 17,502,998 15,940,839 16,808,160
Brentwood, TN Office Building.......... 10,320,613 9,651,831 9,977,669 10,629,012
Oakbrook Terrace, IL Office Building.......... 14,205,396 11,213,142 14,015,481 14,359,009
Beaverton, OR Office Building.......... 11,890,209 10,800,005 11,989,204 10,988,123
Salt Lake City, UT Industrial Building...... 6,599,482 5,202,646 6,568,107 5,487,490
Aurora, CO Industrial Building...... 10,294,784 10,557,058 10,131,517 9,900,000
Brentwood, TN Office Building.......... 9,826,195 7,709,345 9,612,024 8,900,790
* Jacksonville, FL Garden Apartments........ 19,745,855 19,800,000 19,711,225 20,400,000
* Gresham/Salem, OR Garden Apartments........ 18,838,570 18,600,000 18,815,082 19,100,000
* Hampton, VA Retail Shopping Center... 16,446,909 19,300,000 15,107,053 16,000,000
* Ocean City, MD Retail Shopping Center... 10,012,138 10,012,138 -- --
--- -------- ------------ ------------ ------------
$215,592,277 $196,631,183 $212,044,159 $197,970,877
============ ============ ============ ============
REAL ESTATE PARTNERSHIP--
PERCENTAGE OF NET ASSETS...................... 4.9% 3.4%
Location Description
- ----------------------------------------------------------------------------------------------------------------------
Kansas City, KS; MO Retail Shopping Centers . $ 9,931,394 $ 8,978,324 $ 7,026,540 $ 6,712,308
=================================================================
*Real estate partnerships accounted for by the consolidation method.
DECEMBER 31, 2002 DECEMBER 31, 2001
------------------------ -----------------------
ESTIMATED ESTIMATED
FACE AMOUNT COST MARKET VALUE COST MARKET VALUE
----------- ----------- ------------ ----------- ------------
CASH AND CASH EQUIVALENTS--PERCENTAGE OF NET ASSETS.......... 10.1% 13.4%
Federal National Mortgage Assoc., 1.00%, January 02, 2003.... $ 6,928,000 $ 6,927,615 $ 6,927,615 $ -- $ --
Federal National Mortgage Assoc., 1.27%, January 17, 2003.... 1,218,000 1,217,055 1,217,055 -- --
Federal Home Loan Mortgage Corp., 1.27%, January 21, 2003.... 3,461,000 3,457,581 3,457,581 -- --
Federal National Mortgage Assoc., 1.27%, January 21, 2003.... 1,288,000 1,286,819 1,286,819 -- --
Federal National Mortgage Assoc., 1.22%, February 10, 2003... 1,000,000 998,611 998,611 -- --
Federal National Mortgage Assoc., 1.22%, February 13, 2003... 2,070,000 2,066,913 2,066,913 -- --
Federal Farm Credit Banks, 1.22%, February 14, 2003.......... 1,870,000 1,867,148 1,867,148 -- --
Federal Home Loan Mortgage 1.51%, January 2, 2002............ 25,334,000 -- -- 25,331,875 25,331,875
----------- ----------- ----------- ---------- -----------
TOTAL CASH EQUIVALENTS....................................... 17,835,000 17,821,742 17,821,742 25,331,875 25,331,875
CASH ....................................................... 769,407 769,407 769,407 1,283,770 1,283,770
----------- ----------- ---------- ----------- -----------
TOTAL CASH AND CASH EQUIVALENTS............................... $18,604,407 $18,591,149 $18,591,149 $26,615,645 $26,615,645
=========== =========== ========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
F-15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
NOTE 1: ORGANIZATION
On April 29, 1988, The Prudential Variable Contract Real Property Partnership
(the "Partnership"), a general partnership organized under New Jersey law, was
formed through an agreement among The Prudential Insurance Company of America
("Prudential"), Pruco Life Insurance Company ("Pruco Life"), and Pruco Life
Insurance Company of New Jersey ("Pruco Life of New Jersey"). The Partnership
was established as a means by which assets allocated to the real estate
investment option under certain variable life insurance and variable annuity
contracts issued by the respective companies could be invested in a commingled
pool. The Partners in the Partnership are Prudential, Pruco Life and Pruco Life
of New Jersey.
The Partnership's policy is to invest at least 65% of its assets in direct
ownership interests in income-producing real estate and participating mortgage
loans.
The estimated market value of the Partnership's shares is determined daily,
consistent with the Partnership Agreement. On each day during which the New York
Stock Exchange is open for business, the net asset value of the Partnership is
estimated using the estimated market value of its assets, principally as
described in Notes 2A and 2B below, reduced by any liabilities of the
Partnership. The periodic adjustments to property values described in Notes 2A
and 2B below and other adjustments to previous estimates are made on a
prospective basis. There can be no assurance that all such adjustments to
estimates will be made timely.
Shares of the Partnership are held by The Prudential Variable Contract Real
Property Account, Pruco Life Variable Contract Real Property Account and Pruco
Life of New Jersey Variable Contract Real Property Account (the "Real Property
Accounts") and may be purchased and sold at the then current share value of the
Partnership's net assets. Share value is calculated by dividing the estimated
market value of net assets of the Partnership as determined above by the number
of shares outstanding. A contract owner participates in the Partnership through
interests in the Real Property Accounts.
Prudential Real Estate Investors ("PREI") is part of the Prudential Investment
Management unit ("PIM") and is a division of Prudential Investment Management,
Inc., a subsidiary of Prudential Financial Inc. PREI provides investment
advisory services to the Partnership's Partners pursuant to the terms of the
Advisory Agreement as described in Note 9.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A: BASIS OF PRESENTATION--The accompanying consolidated financial
statements are presented on the accrual basis of accounting. It is the
Partnership's policy to consolidate those real estate partnerships in
which it has a controlling financial interest. All significant
intercompany balances and transactions have been eliminated in the
consolidation.
B: REAL ESTATE INVESTMENTS--The Partnership's investments in real estate
are initially valued at their purchase price. Thereafter, real estate
investments are reported at their estimated market values based upon
appraisal reports prepared by independent real estate appraisers
(members of the Appraisal Institute or an equivalent organization)
within a reasonable amount of time following acquisition of the real
estate and no less frequently than annually thereafter. The Chief Real
Estate Appraiser of PIM is responsible to assure that the valuation
process provides objective and accurate market value estimates.
American Appraisal Associates (the "Appraisal Management Firm"), an
entity not affiliated with PIM, has been appointed by PIM to assist
the Chief Real Estate Appraiser in maintaining and monitoring the
objectivity and accuracy of the appraisal process.
Real estate partnerships are valued at the Partnership's equity in net
assets as reflected in the partnership's financial statements with
properties valued as described above.
F-16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
As described above, the estimated market value of real estate and real
estate related assets is determined through an appraisal process.
These estimated market values may vary significantly from the prices
at which the real estate investments would sell since market prices of
real estate investments can only be determined by negotiation between
a willing buyer and seller. Although the estimated market values
represent subjective estimates, management believes these estimated
market values are reasonable approximations of market prices and the
aggregate value of investments in real estate is fairly presented as
of December 31, 2002, 2001, and 2000.
C: REVENUE RECOGNITION--Revenue from real estate is earned in accordance
with the terms of the respective leases. Revenue from certain real
estate investments is net of all or a portion of related real estate
expenses, as lease arrangements vary as to responsibility for payment
of these expenses between tenants and the Partnership. Since real
estate is stated at estimated market value, net income is not reduced
by depreciation or amortization expense.
D: EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP--Equity in income from
real estate partnership operations represents the Partnership's share
of the current year's partnership income as provided for under the
terms of the partnership agreements. As is the case with wholly-owned
real estate, partnership net income is not reduced by depreciation or
amortization expense. Frequency of distribution of income is
determined by formal agreements or by the executive committee of the
partnership.
E: MORTGAGE LOANS PAYABLE--Mortgage loans payable are stated at the
principal amount of the obligation outstanding
F: CASH AND CASH EQUIVALENTS--For purposes of the Consolidated Statements
of Cash Flows, all short-term investments with an original maturity of
three months or less are considered to be cash equivalents. Cash
equivalents consist of investments in the Prudential Investment
Liquidity Pool offered and managed by an affiliate of Prudential
Financial Inc. and are accounted for at market value.
G: OTHER ASSETS--Cash of $237,732 and $160,635 at December 31, 2002 and
2001, respectively, was maintained by the properties for tenant
security deposits and is included in Other Assets on the Consolidated
Statements of Assets and Liabilities.
H: MARKETABLE SECURITIES--Marketable securities are highly liquid
investments with maturities of more than three months when purchased
and are carried at estimated market value.
I: FEDERAL INCOME TAXES--The Partnership is not a taxable entity under
the provisions of the Internal Revenue Code. The income and capital
gains and losses of the Partnership are attributed, for federal income
tax purposes, to the Partners in the Partnership. The Partnership may
be subject to state and local taxes in jurisdictions in which it
operates.
J: MANAGEMENT'S USE OF ESTIMATES IN THE FINANCIAL STATEMENTS--The
preparation of financial statements 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 assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
F-17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
K. NEW ACCOUNTING PRONOUNCEMENTS--In August 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." After careful consideration the
Partnership has concluded that SFAS No. 144 does not apply to
companies that follow the AICPA Audit and Accounting Guide, "Audits of
Investment Companies."
In April 2002, the FASB issued SFAS No. 145, which rescinded Statement
No. 4, "Reporting Gains and Losses from Extinguishment of Debt". SFAS
No. 145 is effective for fiscal years beginning after May 15, 2002.
The Partnership will adopt SFAS No. 145 on January 1, 2003. The
adoption of this statement is not expected to have a material effect
on the consolidated financial statements of the Prudential Variable
Contract Real Property Partnership.
FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities", ("FIN 46") was issued in January 2003. FIN 46 applies
immediately to variable interest entities created or for which an
interest is acquired after January 31, 2003. For all interests in
variable interest entities acquired before February 1, 2003, FIN 46
goes into effect for periods beginning after June 15, 2003. The
Partnership is evaluating the extent to which our equity investment
may need to be consolidated as a result of this Interpretation. The
Partnership's exposure to losses associated with this equity joint
venture is limited to its carrying value in this investment.
NOTE 3: DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
AND FINANCING ACTIVITY
Cash paid for interest during the years ended December 31, 2002, 2001, and 2000
was $1,989,473, $1,776,701, and $732,991, respectively.
During the fourth quarter 2002, in conjunction with the acquisition of a real
estate investment, the Partnership assumed mortgage loan financing of $7.4
million.
During the first and second quarters of 2001, in conjunction with the
acquisition of two real estate investments, the Partnership assumed mortgage
loan financing of $9.0 million and $10.3 million, respectively.
NOTE 4: REAL ESTATE PARTNERSHIP
Real estate partnership is valued at the Partnership's equity in net assets as
reflected by the partnership's financial statements with properties valued as
indicated in Note 2B above. The partnership's combined financial position at
December 31, 2002 and 2001, and results of operations for the years ended
December 31, 2002, 2001, and 2000 are summarized as follows:
DECEMBER 31,
2002 2001
----------- -----------
Partnership Assets and Liabilities
Real Estate at estimated market value....... $31,300,000 $28,300,000
Other Assets................................ 1,643,304 1,877,122
----------- -----------
Total Assets................................ 32,943,304 30,177,122
----------- -----------
Mortgage loans payable...................... 20,389,498 20,648,892
Other Liabilities........................... 362,837 918,664
----------- -----------
Total Liabilities........................... 20,752,335 21,567,556
----------- -----------
Net Assets.................................. $12,190,969 $ 8,609,566
=========== ===========
Partnership's Share of Net Assets.............. $ 8,978,324 $ 6,712,308
=========== ===========
F-18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
YEAR ENDED DECEMBER 31,
2002 2001 2000
---------- ---------- ----------
Partnership Operations
Rental Revenue...................................... $4,170,038 $4,497,459 $4,223,801
Real Estate Expenses and Taxes...................... 3,717,425 3,536,948 3,292,500
---------- ---------- ----------
Net Investment Income............................... $452,613 $960,511 $931,301
========== ========== ==========
Partnership's Share of Net Investment Income........... $276,209 $686,801 $791,596
========== ========== ==========
NOTE 5: MORTGAGE LOANS PAYABLE:
Debt includes mortgage loans payable as summarized below:
PARTNERSHIP DEBT PARTNERSHIP DEBT
AS OF 12/31/02 AS OF 12/31/01 AS OF 12/31/02
-------------------------- ------------------------- -----------------
PARTNERSHIP'S PARTNERSHIP'S
100% LOAN SHARE OF 100% LOAN SHARE OF INTEREST MATURITY
BALANCE LOAN BALANCE* BALANCE LOAN BALANCE* RATE** DATE
----------- ----------- ----------- ------------ -------- ------
MORTGAGES OF WHOLLY OWNED PROPERTIES & CONSOLIDATED PARTNERSHIPS
Jacksonville, FL $ 9,844,318 $ 9,527,331 $ 9,996,863 $ 9,293,084 3.24%*** 2006
Gresham/Salem, OR 8,657,061 8,657,061 8,863,334 8,493,733 7.97% 2006
Hampton, VA 9,804,475 7,782,793 10,134,324 8,709,438 6.75% 2018
Ocean City, MD 7,393,254 3,165,791 -- -- 7.24% 2008
- ----------------------------------------------------------------------------------------------------------------------
Total $35,699,108 $29,132,976 $28,994,521 $26,496,255
MORTGAGE LOANS ON EQUITY PARTNERSHIP
Kansas City, MO - Ten Quivira $ 6,864,726 $ 5,055,871 $ 6,946,631 $ 5,121,057 8.16% 2007
Kansas City, MO - Ten Quivira Parcel 987,524 727,311 999,306 736,688 8.16% 2007
Kansas City, MO - Cherokee Hill 3,172,260 2,336,369 3,212,174 2,368,015 7.79% 2007
Kansas City, KS - Devonshire 2,200,342 1,620,552 2,226,609 1,641,456 8.16% 2007
Kansas City, MO - Willow Creek 1,306,619 962,325 1,336,251 985,084 8.63% 2005
Kansas City, MO - Brywood Center 5,858,028 4,314,437 5,927,921 4,370,064 8.16% 2007
- ----------------------------------------------------------------------------------------------------------------------
Total $20,389,498 $15,016,865 $20,648,892 $15,222,363
Total Mortgage Loans Payable $44,149,841 $41,718,618 6.22%
* Represents the Partnership's interest in the loan based upon the estimated
percentage of net assets which would be distributed to the Partnership if
the partnership were liquidated at December 31, 2002 or 2001. It does not
represent the Partnership's legal obligation.
** The Partnership's weighted average interest rate at December 31, 2002 and
2001 were 6.42% and 7.28%, respectively. The weighted average interest rates
were calculated using the Partnership's annualized interest expense for each
loan (derived using the same percentage as that in (*) above) divided by the
Partnership's share of total debt.
*** Variable Rate Debt. The interest rate on the variable rate debt is adjusted
annually. The rate is equal to the 6-month Treasury rate plus 1.565%. It is
subject to a maximum of 11.345% and a minimum of 2.345%. At December 31,
2002 and 2001, the rate was 3.235 % and 5.735%, respectively. As of December
31, 2002, the mortgage loans payable were payable as follows:
YEAR ENDING DECEMBER 31, (000'S)
--------
2003................................................... $ 902
2004................................................... 961
2005................................................... 1,024
2006................................................... 17,600
2007................................................... 588
Thereafter............................................. 14,624
--------
Total.................................................. $ 35,699
========
The mortgage loans payable are secured by real estate investments with an
estimated market value of $65,479,278.
F-19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
As of December 31, 2002, principal amounts of mortgage loans payable on the
equity partnership mature as follows:
100% LOAN BALANCE PARTNERSHIP'S SHARE
YEAR ENDING DECEMBER 31, (000'S) (000'S)
----------------- -------------------
2003................................ $ 1,911 $ 1,408
2004................................ 1,911 1,408
2005................................ 2,793 2,057
2006................................ 1,770 1,303
2007................................ 12,004 8,841
------- -------
Total............................... $20,389 $15,017
======= =======
Based on borrowing rates available to the Partnership at December 31, 2002 for
loans with similar terms and average maturities, the carrying value of the
Partnership's mortgages on the consolidated partnerships approximates its
estimated fair value. Different assumptions or changes in future market
conditions could significantly affect estimated market value.
NOTE 6: CONCENTRATION RISK OF REAL ESTATE INVESTMENTS
At December 31, 2002, the Partnership had real estate investments located
throughout the United States. The diversification of the account's holdings
based on the estimated market values and established NCREIF regions is as
follows:
ESTIMATED
MARKET VALUE
REGION REGION % (000'S)
----------- ------------
Southeast..................................... 39% $ 79,588
Mideast....................................... 22% 44,582
Pacific....................................... 14% 29,400
East North Central............................ 12% 25,068
Mountain...................................... 7% 15,760
West North Central............................ 4% 8,978
--------
Total......................................... $203,376
========
NOTE 7: LEASING ACTIVITY
The Partnership leases space to tenants under various operating lease
agreements. These agreements, without giving effect to renewal options, have
expiration dates ranging from 2003 to 2022. At December 31, 2002, the aggregate
future minimum base rental payments under non-cancelable operating leases by
year and in the aggregate are as follows:
YEAR ENDING DECEMBER 31, (000'S)
-------
2003.......................................... $11,665
2004.......................................... 9,647
2005.......................................... 8,996
2006.......................................... 8,035
2007.......................................... 7,087
Thereafter.................................... 21,101
-------
Total......................................... $66,531
=======
The above future minimum base rental payments exclude residential lease
agreements, which accounted for 24% of the Partnership's 2002 annual rental
income.
F-20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
NOTE 8: COMMITMENTS AND CONTINGENCIES
In 1986, Prudential committed to fund up to $100 million to enable the
Partnership to acquire real estate investments. Contributions to the Partnership
under this commitment have been utilized for property acquisitions, and were to
be returned to Prudential on an ongoing basis from contract owners' net
contributions and other available cash. The amount of the commitment has been
reduced by $10 million for every $100 million in current value net assets of the
Partnership. As of December 31, 2002, the cost basis of Prudential's equity
interest in the Partnership under this commitment (held through the Real
Property Accounts) was $44 million. Prudential did not make any contributions
during the 2002 fiscal year and terminated this commitment on December 31, 2002.
The Partnership is subject to various legal proceedings and claims arising in
the ordinary course of business. These matters are generally covered by
insurance. In the opinion of Prudential's management, the outcome of such
matters will not have a significant effect on the Partnership.
NOTE 9: OTHER RELATED PARTY TRANSACTIONS
Pursuant to an investment management agreement, Prudential charges the
Partnership a daily investment management fee at an annual rate of 1.25% of the
average daily gross asset valuation of the Partnership. For the years ended
December 31, 2002, 2001 and 2000 management fees incurred by the Partnership
were $2.5 million, $2.7 million, and $2.7 million for each of the three years,
respectively.
The Partnership also reimburses Prudential for certain administrative services
rendered by Prudential. The amounts incurred for the years ended December 31,
2002, 2001 and 2000 were $132,380; $118,972; and $116,630, respectively, and are
classified as administrative expenses in the Consolidated Statements of
Operations.
During the years ended December 31, 2002, 2001 and 2000, the Partnership made
the following distributions to the Partners:
YEAR ENDING DECEMBER 31, (000'S)
-------
2002................................. $16,143
2001................................. 18,000
2000................................. 22,000
NOTE 10: SUBSEQUENT EVENTS
On January 28, 2003, the Partnership sold the industrial center located in Salt
Lake City, UT for $5.8 million.
NOTE 11: FINANCIAL HIGHLIGHTS
FOR THE TWELVE MONTHS ENDED
-----------------------------------------
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------- -----------------
PER SHARE(UNIT) OPERATING PERFORMANCE:
Net Asset Value, beginning of period........................ $23.82 $22.74
INCOME FROM INVESTMENT OPERATIONS:
Net Investment income, before management fee................ $1.63 $1.66
Management fee.............................................. (0.30) (0.30)
Net realized and unrealized (loss) gain on investments...... (1.04) (0.28)
Net Increase in Net Assets Resulting from Operations..... 0.29 1.08
------ ------
NET ASSET VALUE, END OF PERIOD.............................. $24.11 $23.82
====== ======
TOTAL RETURN, BEFORE MANAGEMENT FEE (A):.................... 2.52% 6.14%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (in millions)..................... $184 $198
Ratios to average net assets (b):
Management Fee ....................................... 1.28% 1.27%
Net Investment Income, before Management Fee.......... 7.07% 7.45%
(a) Total Return is calculated by linking quarterly returns which are calculated using the formula below:
Net Investment Income + Net Realized and Unrealized Gains/(Losses)
------------------------------------------------------------------
Beg. Net Asset Value + Time Weighted Contributions - Time Weighted Distributions
(b) Average net assets are based on beginning of period net assets.
F-21
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III--REAL ESTATE OWNED: PROPERTIES
DECEMBER 31, 2002
INITIAL COSTS TO THE PARTNERSHIP COSTS
---------------------------------- CAPITALIZED
BUILDING & SUBSEQUENT TO
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION
- ----------- ----------- ---- ------------ -------------
PROPERTIES:
Office Building
Lisle, IL........................... None 1,780,000 15,743,881 5,333,355
Garden Apartments
Atlanta, GA......................... None 3,631,212 11,168,904 915,656(b)
Retail Shopping Center
Roswell, GA......................... None 9,454,622 21,513,677 1,926,983
Office/Warehouse
Bolingbrook, IL..................... None 1,373,199 7,302,518 418,011
Garden Apartments
Raleigh, NC......................... None 1,623,146 14,135,553 185,137
Office Building
Brentwood, TN....................... None 1,797,000 6,588,451 1,935,162
Office Park
Oakbrook Terrace, IL................ None 1,313,310 11,316,883 1,575,203
Office Building
Beaverton, OR....................... None 816,415 9,897,307 1,176,487
Industrial Building
Salt Lake City, UT.................. None 582,457 4,805,676 1,211,349
Industrial Building
Aurora, CO.......................... None 1,338,175 7,202,411 1,754,198
Office Complex
Brentwood, TN....................... None 2,425,000 7,063,755 337,440
----------- ----------- ----------
26,134,536 116,739,016 16,768,981
=========== =========== ==========
GROSS AMOUNT AT WHICH
CARRIED AT CLOSE OF YEAR
---------------------------------------------------------------------------------
BUILDING & 2002 YEAR OF DATE
LAND IMPROVEMENTS SALES TOTAL (a)(b)(c) CONSTRUCTION ACQUIRED
---- ------------ ----- --------------- ------------ --------
1,780,000 21,077,236 22,857,236 1985 Apr., 1988
3,631,212 12,084,560 15,715,772 1987 Apr., 1988
9,462,951 23,432,331 32,895,282 1988 Jan., 1989
1,373,199 7,720,529 (9,093,728) 0 1989 Feb., 1990
1,623,146 14,320,690 15,943,836 1995 Jun., 1995
1,797,377 8,523,236 10,320,613 1982 Oct., 1995
1,313,821 12,891,575 14,205,396 1988 Dec., 1995
845,887 11,044,322 11,890,209 1995 Dec., 1996
702,323 5,897,159 6,599,482 1997 Jul., 1997
1,415,159 8,879,625 10,294,784 1997 Sep., 1997
2,453,117 7,373,078 9,826,195 1987 Oct., 1997
---------- ----------- ----------- ------------
26,398,192 133,244,341 (9,093,728) 150,548,805
========== =========== =========== ============
2002 2001 2000
----------- ---------- ----------
(a) Balance at beginning of year.... 158,410,798 154,613,404 172,606,825
Additions:
Acquistions................... 0 0 0
Improvements, etc............. 1,231,735 3,797,394 2,480,354
Deletions:
Sale.......................... (9,093,728) 0 (20,473,775)
----------- ----------- -----------
Balance at end of year.............. 150,548,805 158,410,798 154,613,404
=========== =========== ===========
(b) Net of $1,000,000 settlement received from lawsuit.
F-22
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III - REAL ESTATE OWNED: INTEREST IN PROPERTIES
DECEMBER 31, 2002
INITIAL COSTS TO THE PARTNERSHIP COSTS
------------------------------------- CAPITALIZED
ENCUMBRANCES BUILDING & SUBSEQUENT TO
DESCRIPTION AT 12/31/02 LAND IMPROVEMENTS ACQUISITION
- ----------- ------------ ---- ------------ -------------
INTEREST IN PROPERTIES:
Garden Apartments
Jacksonville, FL................. 9,844,318 2,750,000 14,650,743 2,345,112
Retail Shopping Center
Kansas City MO and KS*........... 15,016,865 5,710,916 15,211,504 3,053,317
Garden Apartments
Gresham/Salem, OR................ 8,657,061 3,063,000 15,318,870 456,700
Retail Shopping Center
Hampton, VA...................... 9,804,475 2,339,100 12,767,956 1,339,852
Retail Shopping Center
Ocean City, MD................... 7,393,254 -- 10,012,138 --
---------- ---------- ---------- -----------
50,715,973 13,863,016 67,961,211 7,194,981
========== ========== ========== ===========
GROSS AMOUNT AT WHICH
CARRIED AT CLOSE OF YEAR
-------------------------------------------------------------------------
BUILDING & YEAR OF DATE
LAND IMPROVEMENTS TOTAL (a)(b)(c) CONSTRUCTION ACQUIRED
---- ------------ --------------- ------------ --------
2,750,000 16,995,855 19,745,855 1973 Sept., 1999
5,710,916 18,264,821 23,975,737 Various Ranging Sept., 1999
From 1972-1992
3,063,000 15,775,570 18,838,570 Various Ranging Feb., 2001
From 1971-1983
3,276,520 13,170,388 16,446,908 1998 May, 2001
-- 10,012,138 10,012,138 1986 Nov., 2002
- ----------- ----------- -------------
14,800,436 74,218,772 89,019,208
=========== =========== =============
2002 2001 2000
---------- ---------- ---------
(a) Balance at beginning of year 60,659,900 25,121,329 22,587,869
Additions:
Acquistions................ 10,012,138 33,488,926 0
Improvements, etc.......... 4,097,329 1,674,862 2,162,457
Deletions:
Sale....................... 0 0 0
Encumbrances on Joint Ventures accounted
for by the equity method...... 205,498 374,783 371,003
----------- ----------- ----------
Balance at end of year........... 74,974,865 60,659,900 25,121,329
=========== =========== ==========
*Partnership interest accounted for by the equity method.
F-23