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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
- ------------------------------- ---------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
751 BROAD STREET, NEWARK, NEW JERSEY 07102-2992
---------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(800) 778-2255
----------------------------------------------------
(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
PAGE
----
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements (Unaudited)
A. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
Statements of Net Assets - September 30, 2002 and December 31, 2001 3
Statements of Operations - Nine and Three Months Ended September 30, 2002 and 2001 3
Statements of Changes in Net Assets - Nine and Three Months Ended September 30, 2002 and 2001 3
Notes to the Financial Statements of the Account 4
B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
Consolidated Statements of Assets and Liabilities - September 30, 2002 and December 31, 2001 6
Consolidated Statements of Operations - Nine and Three Months Ended September 30, 2002 and 2001 7
Consolidated Statements of Changes in Net Assets - Nine and Three Months Ended September 30, 2002
and 2001 8
Consolidated Statements of Cash Flows - Nine and Three Months Ended September 30, 2002
and 2001 9
Consolidated Schedules of Investments - September 30, 2002 and December 31, 2001 10
Notes to the Financial Statements of the Partnership 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures About Market Risks 24
Item 4. Controls & Procedures 25
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 6. Exhibits and Reports on Form 8-K 26
Signature Page 28
2
FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
STATEMENTS OF NET ASSETS
September 30, 2002 and December 31, 2001
SEPTEMBER 30, 2002
(UNAUDITED) DECEMBER 31, 2001
------------------ -----------------
ASSETS
Investment in The Prudential Variable Contract
Real Property Partnership (Note 2) $ 76,031,423 $ 80,845,322
------------------ -----------------
Net Assets $ 76,031,423 $ 80,845,322
================== ==================
NET ASSETS, REPRESENTING:
Equity of contract owners (Note 3) $ 54,084,926 $ 55,383,118
Equity of The Prudential Insurance Company of America 21,946,497 25,462,204
------------------ -----------------
$ 76,031,423 $ 80,845,322
================== ==================
STATEMENTS OF OPERATIONS
For the nine and three months ended September 30, 2002 and 2001 1/1/2002-9/30/2002 1/1/2001-9/30/2001
(UNAUDITED) (UNAUDITED)
------------------ ------------------
INVESTMENT INCOME
Net investment income from Partnership operations $ 3,282,084 $ 3,864,845
------------------ ------------------
EXPENSES
Charges to contract owners for assuming mortality risk and
expense risk and for administration 329,744 337,090
------------------ ------------------
NET INVESTMENT INCOME 2,952,340 3,527,755
------------------ ------------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net change in unrealized gain (loss) on investments in Partnership (3,055,690) (97,606)
Realized gain (loss) on sale of investments in Partnership 162,491 88,626
------------------ ------------------
NET GAIN (LOSS) ON INVESTMENTS (2,893,199) (8,980)
------------------ ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 59,141 $ 3,518,775
================== ==================
STATEMENTS OF OPERATIONS
For the nine and three months ended September 30, 2002 and 2001 7/1/2002-9/30/2002 7/1/2001-9/30/2001
(UNAUDITED) (UNAUDITED)
------------------ ------------------
INVESTMENT INCOME
Net investment income from Partnership operations $ 974,619 $ 1,351,566
------------------ ------------------
EXPENSES
Charges to contract owners for assuming mortality risk and
expense risk and for administration 112,758 113,723
------------------ ------------------
NET INVESTMENT INCOME 861,861 1,237,843
------------------ ------------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net change in unrealized gain (loss) on investments in Partnership (103,432) (1,428,161)
Realized gain (loss) on sale of investments in Partnership 163,135 95,158
------------------ ------------------
NET GAIN (LOSS) ON INVESTMENTS 59,703 (1,333,003)
------------------ ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 921,564 $ (95,160)
================== ==================
STATEMENTS OF CHANGES IN NET ASSETS
For the nine and three months ended September 30, 2002 and 2001 1/1/2002-9/30/2002 1/1/2001-9/30/2001
(UNAUDITED) (UNAUDITED)
------------------ ------------------
OPERATIONS
Net investment income $ 2,952,340 3,527,755
Net change in unrealized gain (loss) on investments in Partnership (3,055,690) (97,606)
Realized gain (loss) on sale of investments in Partnership 162,491 88,626
------------------ ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 59,141 3,518,775
------------------ ------------------
CAPITAL TRANSACTIONS
Net withdrawals by contract owners (Note 4) (1,226,858) (1,424,466)
Net contributions (withdrawals) by The Prudential Insurance Company
of America (3,646,182) 1,761,556
------------------ ------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS (4,873,040) 337,090
------------------ ------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (4,813,899) 3,855,865
NET ASSETS
Beginning of period 80,845,322 84,632,071
------------------ ------------------
End of period $ 76,031,423 $ 88,487,936
================== ==================
STATEMENTS OF CHANGES IN NET ASSETS
For the nine and three months ended September 30, 2002 and 2001 7/1/2002-9/30/2002 7/1/2001-9/30/2001
(UNAUDITED) (UNAUDITED)
------------------ ------------------
OPERATIONS
Net investment income $ 861,861 1,237,843
Net change in unrealized gain (loss) on investments in Partnership (103,432) (1,428,161)
Realized gain (loss) on sale of investments in Partnership 163,135 95,158
------------------ ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 921,564 (95,160)
------------------ ------------------
CAPITAL TRANSACTIONS
Net withdrawals by contract owners (Note 4) (592,866) (146,776)
Net contributions (withdrawals) by The Prudential Insurance Company
of America (4,497,160) 260,499
------------------ ------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS (5,090,026) 113,723
------------------ ------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (4,168,462) 18,563
NET ASSETS
Beginning of period 80,199,885 88,469,373
------------------ ------------------
End of period $ 76,031,423 $ 88,487,936
================== ==================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The Prudential Variable Contract Real Property Account ("Real Property Account")
is used to fund benefits under certain variable life insurance and variable
annuity contracts issued by The Prudential Insurance Company of America. These
products are Variable Appreciable Life ("PVAL" and "PVAL $100,000+ face value"),
Discovery Plus ("PDISCO+"), and Variable Investment Plan ("VIP").
The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and accounting
principles generally accepted in the United States of America for interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the nine months ended September 30,
2002 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2002. For further information, refer to the financial
statements and notes thereto included in the Real Property Account's December
31, 2001 Annual Report on Form 10K.
NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL VARIABLE CONTRACT REAL
PROPERTY PARTNERSHIP
The investment in The Prudential Variable Contract Real Property Partnership
(the "Partnership") is based on the Real Property Account's proportionate
interest of the Partnership's market value. At September 30, 2002 and December
31, 2001, the Real Property Account's interest in the Partnership was 40.5% or
3,176,177 shares and 40.8% or 3,393,522 shares respectively.
The number of shares (rounded) held by the Real Property Account in the
Partnership, the Partnership net asset value per share (rounded) and the
aggregate cost of investments in the Real Property Account's shares held at
September 30, 2002 and December 31, 2001 were as follows:
SEPTEMBER 30, 2002
(UNAUDITED) DECEMBER 31, 2001
----------- -----------------
NUMBER OF SHARES (ROUNDED): 3,176,177 3,393,522
NET ASSET VALUE PER SHARE (ROUNDED): $23.94 $23.82
NOTE 3: CONTRACT OWNER EQUITY INFORMATION
Contract owner equity at September 30, 2002 and December 31, 2001 by product,
were as follows:
SEPTEMBER 30, 2002
(UNAUDITED) DECEMBER 31, 2001
----------- ------------------
PDISCO+ $ 2,107,322 $ 2,546,274
VIP 2,328,161 2,401,497
PVAL 29,146,948 29,495,907
PVAL $100,000+ FACE VALUE 20,502,495 20,939,440
---------- ------------
TOTAL $54,084,926 $ 55,383,118
=========== ============
4
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 4: NET WITHDRAWALS BY CONTRACT OWNERS
Net withdrawals by contract owners for the real estate investment option in The
Prudential Insurance Company of America's variable insurance and variable
annuity products for the nine months ended September 30, 2002 and 2001, were as
follows:
SEPTEMBER 30,
2002 2001
---- ----
(Unaudited)
PDISCO+/ VIP $492,490 $189,407
PVAL/ PVAL $100,000+
FACE VALUE 734,368 1,235,059
------- ---------
TOTAL $1,226,858 $1,424,466
========== ==========
NOTE 5: PARTNERSHIP DISTRIBUTIONS
The Partnership made distributions of $11.4 million and $18 million in 2002
and 2001, respectively. The Prudential Real Property Accounts share of this
distribution was $5.2 million in 2002 and $7.8 million in 2001.
5
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2002
(UNAUDITED) DECEMBER 31, 2001
------------------- -----------------
ASSETS
REAL ESTATE INVESTMENTS - At estimated market value:
Real estate and improvements
(cost: 09/30/2002 -- $204,850,720; 12/31/2001 -- $212,044,159) $186,349,378 $197,970,877
Real estate partnership (cost: 09/30/2002 -- $8,660,915;
12/31/2001 -- $7,026,540) 8,446,440 6,712,308
------------------- -----------------
Total real estate investments 194,795,818 204,683,185
CASH AND CASH EQUIVALENTS 25,521,505 26,615,645
DIVIDEND RECEIVABLE - 28,455
OTHER ASSETS (net of allowance for uncollectible
accounts: 09/30/2002 -- $78,100; 12/31/2001 -- $107,000) 2,706,510 3,267,367
------------------- -----------------
Total assets 223,023,833 234,594,652
------------------- -----------------
LIABILITIES
MORTGAGE LOANS PAYABLE 28,490,626 28,994,521
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2,850,174 3,469,242
DUE TO AFFILIATES 919,115 896,134
OTHER LIABILITIES 919,295 972,410
MINORITY INTEREST 2,166,618 2,111,709
------------------- -----------------
Total liabilities 35,345,828 36,444,016
------------------- -----------------
PARTNERS' EQUITY 187,678,005 198,150,636
------------------- -----------------
Total liabilities and partners' equity $223,023,833 $234,594,652
=================== =================
NUMBER OF SHARES OUTSTANDING AT END OF PERIOD 7,840,209 8,317,470
=================== =================
SHARE VALUE AT END OF PERIOD $23.94 $23.82
=================== =================
The accompanying notes are an integral part of these consolidated financial
statements.
6
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -------------------------
2002 2001 2002 2001
----------- ----------- ---------- ----------
INVESTMENT INCOME:
Revenue from real estate and improvements $18,966,869 $17,842,343 $5,977,680 $6,605,545
Equity in income of real estate partnership 160,446 480,224 94,676 91,188
Dividend income from real estate investment trusts - 1,854,282 - 678,823
Interest on short-term investments 373,656 320,046 147,100 107,804
----------- ----------- ---------- ----------
Total investment income 19,500,971 20,496,895 6,219,456 7,483,360
----------- ----------- ---------- ----------
EXPENSES:
Investment management fee 1,879,044 2,034,904 634,957 690,137
Real estate taxes 1,928,210 1,883,089 608,255 663,719
Administrative 2,458,910 1,954,704 871,197 721,033
Operating 3,734,942 3,621,912 1,222,987 1,440,595
Interest expense 1,524,079 1,224,854 506,013 496,976
Minority interest 155,596 154,239 57,085 87,614
----------- ----------- ---------- ----------
Total investment expenses 11,680,781 10,873,702 3,900,494 4,100,074
----------- ----------- ---------- ----------
NET INVESTMENT INCOME from Continuing Operations 7,820,190 9,623,193 2,318,962 3,383,286
----------- ----------- ---------- ----------
NET INVESTMENT INCOME (LOSS) from Discontinued Operations 229,583 (200,011) 75,249 (87,926)
----------- ----------- ---------- ----------
NET INVESTMENT INCOME 8,049,773 9,423,182 2,394,211 3,295,360
----------- ----------- ---------- ----------
REALIZED AND UNREALIZED (LOSS) GAIN ON
REAL ESTATE INVESTMENTS
Net proceeds from real estate investments
sold 6,287,075 14,823,087 6,281,000 7,656,674
Less: Cost of real estate investments sold 9,101,381 13,542,993 9,093,728 6,580,834
Realization of prior periods' unrealized (loss)
gain on real estate investments sold (3,212,838) 1,064,007 (3,263,069) 843,827
----------- ----------- ---------- ----------
Net realized gain on real estate investments
sold 398,532 216,087 450,341 232,013
----------- ----------- ---------- ----------
Change in unrealized loss on real estate
investments (7,541,141) (117,112) (139,886) (3,178,715)
Less: Minority interest in unrealized (loss) gain on
investments (45,265) 120,862 170,283 303,396
----------- ----------- ---------- ----------
Net unrealized loss on real estate
investments (7,495,876) (237,974) (310,169) (3,482,111)
----------- ----------- ---------- ----------
NET REALIZED AND UNREALIZED (LOSS)
GAIN ON REAL ESTATE INVESTMENTS (7,097,344) (21,887) 140,172 (3,250,098)
----------- ----------- ---------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $952,429 $9,401,295 $2,534,383 $45,262
=========== =========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
7
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------ ------------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS:
Net investment income $8,049,773 $9,423,182
Net realized gain on real estate investments sold 398,532 216,087
Net unrealized loss on real estate investments (7,495,876) (237,974)
------------------ ------------------
Net increase in net assets resulting from operations 952,429 9,401,295
------------------ ------------------
NET DECREASE IN NET ASSETS
FROM CAPITAL TRANSACTIONS:
Withdrawals by partners
(9/30/2002 -- 477,261 shares; 9/30/2001 -- 0 shares) (11,425,060) -
------------------ ------------------
Net decrease in net assets resulting from
capital transactions (11,425,060) -
------------------ ------------------
NET (DECREASE) INCREASE IN NET ASSETS (10,472,631) 9,401,295
NET ASSETS - Beginning of period 198,150,636 206,348,079
------------------ ------------------
NET ASSETS - End of period $187,678,005 $215,749,374
================== ==================
The accompanying notes are an integral part of these consolidated financial
statements.
8
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations $952,429 $9,401,295
Adjustments to reconcile net increase in net assets resulting
from operations to net cash flows from operating activities:
Net realized and unrealized loss on investments 7,097,344 21,887
Equity in income of real estate partnership in excess
of distributions (160,446) (480,224)
Minority interest from operating activities 155,596 154,239
Bad debt expense 97,801 41,593
Decrease (Increase) in:
Dividend receivable 20,802 (132,668)
Other assets 463,056 (705,978)
(Decrease) Increase in:
Accounts payable and accrued expenses (619,068) 488,632
Due to affiliates 22,981 23,861
Other liabilities (53,115) 977,697
------------------ ------------------
Net cash flows from operating activities 7,977,380 9,790,334
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from real estate investments sold 6,287,075 14,823,087
Acquisition of real estate property - (15,392,386)
Acquisition of real estate investment trust - (14,489,044)
Additions to real estate (1,900,289) (2,809,093)
Additions to real estate partnership (1,473,929) -
Sale of marketable securities, net - 4,916,494
------------------ ------------------
Net cash flows from investing activities 2,912,857 (12,950,942)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage loan payable (503,895) (275,413)
Withdrawals by Partners (11,425,060) -
Distributions to minority interest partners (86,793) (21,153)
Contributions from minority interest partners 31,371 882,831
------------------ ------------------
Net cash flows from financing activities (11,984,377) 586,265
------------------ ------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,094,140) (2,574,343)
CASH AND CASH EQUIVALENTS - Beginning of period 26,615,645 10,543,821
------------------ ------------------
CASH AND CASH EQUIVALENTS - End of period $25,521,505 $7,969,478
================== ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the nine months for interest $1,468,032 $1,224,853
================== ==================
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING ACTIVITY:
Assumption of mortgage loans payable - $19,339,754
================== ==================
The accompanying notes are an integral part of these consolidated financial
statements.
9
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2002 (UNAUDITED) DECEMBER 31, 2001
------------------------------ ----------------------------
ESTIMATED ESTIMATED
MARKET MARKET
COST VALUE COST VALUE
------------------------------------------------------------------
REAL ESTATE AND IMPROVEMENTS - PERCENT OF NET ASSETS 99.3% 99.9%
Location Description
- ----------------------------------------------------------------------------------------------------------------------
Lisle, IL Office Building $22,802,236 $13,799,988 $22,561,428 $14,193,539
Atlanta, GA Garden Apartments 15,692,713 18,191,108 15,696,606 18,752,139
Roswell, GA Retail Shopping Center 32,880,774 24,899,960 32,878,304 26,625,833
Bolingbrook, IL Warehouse - - 9,039,620 5,826,782
Raleigh, NC Garden Apartments 15,940,838 16,500,000 15,940,839 16,808,160
Brentwood, TN Office Building 10,268,781 9,453,997 9,977,669 10,629,012
Oakbrook Terrace, IL Office Complex 14,003,751 13,199,997 14,015,481 14,359,009
Beaverton, OR Office Complex 11,890,209 10,800,005 11,989,204 10,988,123
Salt Lake City, UT Industrial Building 6,596,889 5,204,319 6,568,107 5,487,490
Aurora, CO Industrial Building 10,237,730 10,500,004 10,131,517 9,900,000
Brentwood, TN Office Complex 9,616,850 7,500,000 9,612,024 8,900,790
Jacksonville, FL Garden Apartments 19,744,285 19,800,000 19,711,225 20,400,000 *
Gresham/Salem, OR Garden Apartments 18,838,570 18,500,000 18,815,082 19,100,000 *
Hampton, VA Retail Shopping Center 16,337,094 18,000,000 15,107,053 16,000,000 *
------------------------------------------------------------------
$204,850,720 $186,349,378 $212,044,159 $197,970,877
==================================================================
REAL ESTATE PARTNERSHIP - PERCENT OF NET ASSETS 4.5% 3.4%
Location Description
- ----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
Kansas City, KS; MO Retail Shopping Center $8,660,915 $8,446,440 $7,026,540 $6,712,308
==================================================================
* Real estate partnerships accounted for by the consolidation method.
The accompanying notes are an integral part of these consolidated financial
statements.
10
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
----------------------------------------------------
NET ESTIMATED
FACE AMOUNT COST MARKET VALUE
----------- ----------- -------------
CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 13.6%
Federal Home Loan Banks, 1.70%, October 15, 2002 19,491,710 19,458,654 19,458,654
Bishops Gate Residential Mtg., 1.79%, October 25, 2002 1,400,000 1,397,007 1,397,007
Caterpillar Financial Services Corp, 1.73%, October 25, 2002 1,666,000 1,663,038 1,663,038
Citicorp, 1.80%, October 28, 2002 1,815,000 1,812,187 1,812,187
----------- ----------- -----------
TOTAL CASH EQUIVALENTS 24,372,710 24,330,886 24,330,886
CASH 1,190,619 1,190,619 1,190,619
----------- ----------- -----------
TOTAL CASH AND CASH EQUIVALENTS $25,563,329 $25,521,505 $25,521,505
=========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
11
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
-----------------------------------------------------
NET ESTIMATED
FACE AMOUNT COST MARKET VALUE
----------- ----------- -------------
CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 13.4%
Federal Home Loan Mortgage, 1.51%, January 2, 2002 $25,334,000 $25,331,875 $25,331,875
----------- ----------- -----------
TOTAL CASH EQUIVALENTS 25,334,000 25,331,875 25,331,875
CASH 1,283,770 1,283,770 1,283,770
----------- ----------- -----------
TOTAL CASH AND CASH EQUIVALENTS $26,617,770 $26,615,645 $26,615,645
=========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements included herein
have been prepared in accordance with the requirements of Form 10-Q and
accounting principles generally accepted in the United States of America for
interim financial information. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) of the Partnership and related
subsidiaries considered necessary for a fair presentation of the interim periods
presented have been included. Operating results for the nine months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002. For further information, refer to
the financial statements and notes thereto included in the December 31, 2001
Annual Report on Form 10-K for The Prudential Insurance Company of America,
Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey
(collectively, the "Partners").
NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 2002 the Partnership adopted Statement of Financial Accounting
Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." Under SFAS No. 144, the Prudential Variable Contract Real
Property Partnership has reported the results of operations and cash flows for a
property sold in September 2002 in discontinued operations for all periods
presented. See Footnote 5: Discontinued Operations.
In April 2002, the FASB issued Statement No. 145, which rescinded Statement No.
4, "Reporting Gains and Losses from Extinguishment of Debt". Statement No. 145
is effective for fiscal years beginning after May 15, 2002. The Partnership will
adopt Statement 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.
NOTE 2: COMMITMENT FROM PARTNER
In 1986, the Prudential Insurance Company of America ("Prudential") committed to
fund up to $100 million to enable the Partnership to acquire real estate
investments. Contributions to the Prudential Variable Contract Real Property
Partnership ("Partnership") under this commitment were utilized for property
acquisitions, and returned to Prudential on an ongoing basis from the contract
owners' net contributions and other available cash. The amount of the commitment
is reduced by $10 million for every $100 million in current value net assets of
the Partnership. Thus, with $188 million in net assets, the commitment has been
automatically reduced to $90 million. As of September 30, 2002, Prudential's
equity interest in the Partnership, on a cost basis, under this commitment was
$44 million. Prudential intends to terminate this commitment at the end of the
2002 fiscal year.
NOTE 3: 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 nine months
ended September 30, 2002 and 2001 investment management fees incurred by the
Partnership were $1,879,044 and $2,034,904 respectively.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
The Partnership also reimburses Prudential for certain administrative services
rendered by Prudential. The amounts incurred for the nine months ended September
30, 2002 and 2001 were $87,472 for each period, and are classified as
administrative expense in the Consolidated Statements of Operations.
NOTE 4: FINANCIAL HIGHLIGHTS
FOR THE NINE MONTHS ENDED
-------------------------------------------
SEPTEMBER 30, 2002 SEPTEMBER 30, 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 $1.20 $1.25
Management fee (0.23) (0.22)
Net realized and unrealized (loss) gain on investment (0.85) (0.00)
------ ------
Total from investment operations 0.12 1.03
------ ------
NET ASSET VALUE, END OF PERIOOD $23.94 $23.77
====== ======
TOTAL RETURN, BEFORE MANAGEMENT FEE(a): 1.44% 5.56%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (in millions) $188 $216
Ratios to average net assets (b):
Management Fee 0.95% 0.97%
Net Investment Income, before Management Fee 5.15% 5.56%
(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.
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
NOTE 5: DISCONTINUED OPERATIONS
On September 12, 2002, the Partnership sold an industrial property located in
Bolingbrook, IL for approximately $6.3 million. In accordance with SFAS 144, the
following operations of this property for the three and nine months ended
September 30, 2002 and 2001 have been presented as discontinued operations.
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2002 2001 2002 2001
-------- --------- -------- --------
INVESTMENT INCOME:
Revenue from real estate and improvements $401,943 - $144,197 -
-------- --------- -------- --------
Total investment income 401,943 - 144,197 -
-------- --------- -------- --------
EXPENSES:
Real estate tax 107,335 122,599 33,145 44,919
Administrative 46,891 8,622 27,633 1,650
Operating 18,134 68,790 8,170 41,357
-------- --------- -------- --------
Total investment expenses 172,360 200,011 68,948 87,926
-------- --------- -------- --------
NET INVESTMENT INCOME (LOSS) from Discontinued Operations $229,583 ($200,011) $75,249 ($87,926)
======== ========= ======== ========
NOTE 6: RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform with current
period presentation.
15
ITEM 2. 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 September 30, 2002, the Partnership's liquid assets consisting of cash and
cash equivalents were $25.5 million, a decrease of $1.1 million from $26.6
million at December 31, 2001. This decrease was due primarily to the
distribution to the Partners of $11.4 million on September 30, 2002 offset by an
increase in net cash flows from operations and the sale of the industrial
property located in Bolingbrook, IL 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 September 30, 2002,
11.4% of the Partnership's assets consisted of cash and cash equivalents.
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 is reduced by $10 million for
every $100 million in current value net assets of the Partnership. Thus with
$188 million in net assets, the commitment has been automatically reduced to $90
million. As of September 30, 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 does not intend to make any
contributions during the 2002 fiscal year, and will terminate this commitment at
the end of the 2002 fiscal year.
The Partnership made $18 million in distributions to the Partners during 2001
and on September 30, 2002 the Partnership made an $11.4 million distribution to
the Partners. Additional distributions may be made to the Partners during 2002
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.
During the first nine months of 2002, the Partnership spent approximately $1.9
million in capital expenditures. Approximately $1.2 million was associated with
the development and expansion of the retail center located in Hampton, VA. The
remaining $0.6 million balance was primarily associated with the HVAC upgrade at
the office building located in Lisle, IL and tenant improvements at one of the
Brentwood, TN office buildings. The Partnership also increased its investment in
real estate partnerships by approximately $1.5 million in connection with the
development and expansion of the retail center located in Kansas City, MO.
16
(B) RESULTS OF OPERATIONS
SEPTEMBER 30, 2002 VS. SEPTEMBER 30, 2001
The following table presents a year-to-date and current quarter comparison of
the Partnership's sources of net investment income, and realized and unrealized
gains or losses by investment type.
NINE MONTHS ENDED SEPTEMBER 30, QUARTER ENDED SEPTEMBER 30,
2002 2001 2002 2001
----------- ---------- ----------- -----------
NET INVESTMENT INCOME:
Office properties $3,678,701 $3,416,231 $1,048,974 $1,288,668
Apartment complexes 2,386,497 3,034,289 827,075 903,228
Retail property 2,738,307 2,352,800 939,859 873,742
Industrial properties 1,075,228 288,295 358,099 63,774
Equity in income of real estate partnership 160,446 480,224 94,676 91,188
Dividend income from real
estate investment trust - 1,854,282 - 678,823
Other (including interest income,
investment mgt. fee, etc.) (1,989,406) (2,002,939) (874,472) (604,063)
----------- ---------- ----------- -----------
TOTAL NET INVESTMENT INCOME $8,049,773 $9,423,182 $2,394,211 $3,295,360
----------- ---------- ----------- -----------
NET UNREALIZED (LOSS) GAIN ON REAL ESTATE INVESTMENTS:
Office properties ($4,742,508) $461,274 ($1,098,172) ($1,510,387)
Apartment complexes (1,596,259) (397,551) 295,615 (189,001)
Retail property (1,438,704) 186,497 (213,702) 462,705
Industrial properties 181,838 (598,304) (21,534) (232,780)
Interest in real estate partnership 99,757 418,032 727,624 254,526
Real estate investment trusts - (307,922) - (2,267,174)
----------- ---------- ----------- -----------
(7,495,876) (237,974) (310,169) (3,482,111)
----------- ---------- ----------- -----------
NET REALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS:
Office properties - - - -
Apartment complexes - - - -
Industrial properties 400,110 - 450,341 -
Interest in real estate partnership - - - -
Real estate investment trusts (1,578) 216,087 - 232,013
----------- ---------- ----------- -----------
398,532 216,087 450,341 232,013
----------- ---------- ----------- -----------
Net Realized and Unrealized (Loss) Gain ----------- ---------- ----------- -----------
on Real Estate Investments ($7,097,344) ($21,887) $140,172 ($3,250,098)
----------- ---------- ----------- -----------
The Partnership's net investment income for the nine months ended September 30,
2002 was $8.0 million, a decrease of $1.4 million from $9.4 million when
compared to the corresponding period in 2001. The Partnership's net investment
income for the quarter ended September 30, 2002 was $2.4 million, a decrease of
$0.9 million when compared to the corresponding period in 2001. This decrease is
primarily due to the Partnership's liquidation of its investment in REIT
17
stocks during the fourth quarter last year, which resulted in no dividend income
being received in 2002. Additionally, the occupancy at one of the Brentwood, TN
properties has decreased to 0% from 100% due to the move-out of the single
tenant.
Equity in income of real estate partnership was $0.2 million for the first nine
months of 2002, a decrease of $0.3 million, or 66.6%, from $0.5 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 $1.9
million, or 100.0%, during the first nine months of 2002 compared to the
corresponding period in 2001. Dividend income from real estate investment trusts
decreased approximately $0.7 million, or 100.0%, during the third quarter of
2002 compared to the corresponding quarter 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 $0.05 million or
16.8% for the nine months ended September 30, 2002 due primarily to
significantly higher average cash balance when compared to the corresponding
period in 2001. Interest on short-term investments increased approximately $0.04
million or 36.5% for the three months ended September 30, 2002 due primarily to
significantly higher average cash balance when compared to the corresponding
period in 2001.
Administrative expense increased $0.5 million, or 27.6%, in the first nine
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, OR and a retail center located in
Hampton, VA in 2001. Administrative expense increased $0.2 million, or 24.4%, in
the third quarter of 2002 compared to the corresponding quarter in 2001. These
increases were primarily due an increase in leasing expense at the Atlanta, GA
apartment complex, the Gresham/Salem, OR apartment complexes, and the industrial
property in Bolingbrook, IL. Additionally, administrative expense increased at
the retail center located in Hampton, VA due to audit fees.
Operating expenses decreased $0.2 million, or 16.8%, in the third quarter of
2002 compared to the corresponding period in 2001. The decrease was primarily
due to the reduction of repairs and maintenance expense for the Gresham/Salem,
OR apartment complexes.
Interest expense increased $0.3 million, or 24.4%, in the first nine 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, OR and a retail
center located in Hampton, VA in 2001.
The Partnership experienced a net unrealized loss of $7.5 million for the nine
months ended September 30, 2002 compared to a net unrealized loss of $0.2
million during the corresponding period in 2001. The unrealized losses during
2002 were primarily due to the office, apartment and retail sectors. The office
properties experienced an unrealized loss of $4.7 million primarily due to the
offices located in Brentwood, TN and Oakbrook Terrace, IL, which experienced
declines in value for various reasons including softening market conditions,
reductions in market rental rates, near-term lease expirations, and increased
capital costs. In total, the apartment complexes in the portfolio experienced
unrealized losses totaling $1.6 million for the first nine months of 2002. Soft
market conditions and low interest rates resulted in lower short-term occupancy
and income projections, lower market rents, and increased rent concessions. The
retail sector also experienced a net unrealized loss of $1.4 million. Increased
risk that a major tenant at the
18
Roswell, GA property will not renew its lease was the primary reason for the
decrease in value. In addition, deteriorating market conditions have resulted in
lower market rents.
The Partnership experienced a net unrealized loss of $0.3 million during the
third quarter of 2002 compared to net unrealized loss of $3.5 million during the
corresponding period in 2001. The unrealized losses for the third quarter 2002
were primarily experienced in the office ($1.1 million) and retail sectors ($0.2
million), for the same reasons discussed previously. Offsetting these amounts
were unrealized gains of $0.7 million in equity in income of real estate
partnership due to capital funded for the expansion of the existing grocery
store anchor. Additionally, the apartment sector had realized gains of $0.3
million due primarily to the apartment complex located in Raleigh, NC which
experienced increased occupancy along with increases in market rent and
decreases in operating expenses.
OFFICE PROPERTIES
Net investment income from property operations for the office sector increased
approximately $0.3 million, or 7.7%, for the nine months ended September 30,
2002 when compared to the corresponding period in 2001. This was primarily due
to increased occupancy at the Oakbrook Terrace, IL office property. Net
investment income from property operations for the office sector decreased
approximately $0.2 million, or 18.6%, for the quarter ended September 30, 2002
when compared to the corresponding quarter in 2001. This was primarily due to
decreased occupancy at one of the Brentwood, TN office properties.
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $4.7 million during the first nine months of 2002. One of
the Brentwood, TN properties experienced a net unrealized loss of approximately
$1.5 million primarily due to a reduction in market rental rates and softening
market conditions. The other Brentwood, TN property experienced a net unrealized
loss of approximately $1.4 million primarily due to the move-out of the single
tenant at the property in July 2002. The Oakbrook Terrace, IL property
experienced a net unrealized loss of approximately $1.1 million primarily due to
softening market conditions and the near-term lease expiration of a major tenant
at the property. The Lisle, IL 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, OR
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
gain of approximately $0.5 million during the first nine months of 2001. The
largest increase, or $0.9 million, was due to the office property located in
Oakbrook Terrace, IL. This unrealized gain was attributable to the signing of
two new leases, which brought the leased area from 55% to 79%. The Beaverton, OR
and the Lisle, IL office properties also experienced a net unrealized gain of
approximately $0.1 million each primarily due to stable long-term leases that
occupy a majority of the building, and an increase in occupancy. One of the
Brentwood, TN office 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 June 2002.
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $1.1 million during the third quarter of 2002. The Lisle,
IL property experienced a net unrealized loss of approximately $0.4 million
primarily due to impending tenant rollover and softening office market
conditions. One of the Brentwood, TN properties experienced a net unrealized
loss of approximately $0.3 million primarily due to an increase in capital
costs. The Beaverton, OR property experienced a net unrealized loss of
approximately $0.3 million primarily due to near-term lease expiration of a
tenant and lower market rental rates.
19
The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $1.5 million during the third quarter of 2001, due to the
office property located in Brentwood, TN for the reason discussed above. Also
the other Brentwood, TN office property experienced a net unrealized loss for
the third quarter of $0.5 million because of the perceived increase in risk
associated with the financial uncertainty of the anchor tenant.
Occupancy at one of the Brentwood, TN office properties increased from 73% at
September 30, 2001 to 78% at September 30, 2002. Occupancy at the Lisle, IL and
Beaverton, OR office properties remained unchanged at 100% at September 30, 2001
and 2002. Occupancy at the Oakbrook Terrace, IL remained unchanged at 79% at
September 30, 2001 and 2002. Occupancy at one of the Brentwood, TN office
properties decreased from 100% at September 30, 2001 to 0% at September 30,
2002. As of September 30, 2002 all vacant spaces were being marketed.
APARTMENT COMPLEXES
Net investment income from property operations for the apartment sector was $2.4
million for the nine months ended September 30, 2002, a decrease of $0.6
million, or 21.3%, when compared to the corresponding period in 2001. Net
investment income from property operations for the apartment sector was $0.8
million for the quarter ended September 30, 2002, a decrease of $0.1 million, or
8.4%, when compared to the corresponding quarter in 2001. These decreases were
primarily due to a decrease in average occupancy at the Atlanta, GA and Raleigh,
NC apartment complexes. Average occupancy for the Atlanta, GA apartment complex
was 95% and 81% for the nine months ended September 30, 2001 and 2002,
respectively. Average occupancy for the Raleigh, NC apartment complex was 90%
and 86% for the nine months ended September 30, 2001 and 2002, respectively.
Additionally, rental concessions have been made in order to boost the occupancy
thus resulting in lower revenue.
The apartment complexes owned by the Partnership experienced a net unrealized
loss of $1.6 million for the nine months ended September 30, 2002 compared to a
net unrealized loss of $0.4 million for the nine months ended September 30,
2001. Of the unrealized loss experienced in the first nine months of 2002, $0.6
million was experienced at the apartment complex located in Atlanta, GA. This
unrealized loss was due to softening market conditions, which have resulted in
lower short-term occupancy and income projections, and increased rental
concessions. The apartment complex located in Jacksonville, FL experienced an
unrealized loss of $0.4 million due to slightly higher expense estimates and
softening market conditions. The apartment portfolio located in Gresham/Salem,
OR, also experienced a net unrealized loss of $0.3 million primarily due to
increases in operating expense levels and softening market conditions, which
have resulted in lower short-term occupancy and income projections, and
increased rental concessions. The apartment complex located in Raleigh, NC
experienced an unrealized loss of $0.3 million due to lower short-term occupancy
and income projections, and increased rental concessions which were offset in
the third quarter by an increase in occupancy and decreases in operating
expenses.
The apartment complexes owned by the Partnership experienced a net unrealized
loss of $0.4 million in the first nine months of 2001. The majority of the
unrealized loss experienced in 2001 was primarily due to the Jacksonville, FL
apartment complex which experienced a decrease in value 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 $0.3 million in the third quarter of 2002, primarily due to the
apartment complex located in Raleigh, NC, which experienced an unrealized gain
of $0.3 million due to an increase in occupancy from the previous quarter and
decreases in operating expenses.
The apartment complexes owned by the Partnership experienced a net unrealized
loss of $0.2 million in the third quarter of 2001. The unrealized loss for the
third quarter of 2001 was primarily
20
due to the apartment complex in Raleigh, NC, which was experiencing softening
market conditions, that resulted in decreased rent expectations.
Occupancy at the Gresham and Salem, OR apartment complexes increased from 92% at
September 30, 2001 to 96% at September 30, 2002. Occupancy at the apartment
complex in Jacksonville, FL increased from 91% at September 30, 2001 to 92% at
September 30, 2002. The occupancy at the Raleigh, NC complex remained unchanged
at 90% at September 30, 2001 and 2002. Occupancy at the Atlanta, GA complex
decreased from 94% at September 30, 2001 to 88% at September 30, 2002. As of
September 30, 2002, all available vacant spaces were being marketed.
RETAIL PROPERTIES
Net investment income for the Partnership's retail properties was approximately
$2.7 million for the nine months ended September 30, 2002, and approximately
$2.4 million for the nine months ended September 30, 2001. Net investment income
for the Partnership's retail properties was approximately $0.9 million for the
quarters ended September 30, 2002 and September 30, 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, VA.
The retail properties experienced a net unrealized loss of $1.4 million for the
nine months ended September 30, 2002 and a net unrealized gain of $0.2 million
for the nine months ended September 30, 2001. The retail center located in
Roswell, GA experienced a net unrealized loss of $1.7 million for the first nine
months of 2002 due to increased risk that a major tenant will not renew its
lease, coupled with a deterioration in the market position of the property and
lower market rents. Partially offsetting this loss, the retail center located in
Hampton, VA experienced an unrealized gain of $0.3 million due to the addition
of 20,000 rentable square feet and an increase in occupancy. Capital
expenditures related to the construction of this new building coupled with the
leasing of 88% of the new space have driven the increase in value.
The retail properties experienced a net unrealized gain of $0.2 million in the
first nine months of 2001. The unrealized gain in 2001 was due to the market
value appraisal received on the newly acquired retail center located in Hampton,
VA.
The retail properties experienced a net unrealized loss of $0.2 million for the
quarter ended September 30, 2002 and a net unrealized gain of $0.5 million for
the quarter ended September 30, 2001. The retail center located in Roswell, GA
experienced an unrealized loss of $0.3 million due to lower market rents due to
deteriorating market conditions. This loss was offset by a gain of $0.1 million
at the Hampton, VA retail center due to an increase in occupancy. The retail
properties experienced a net unrealized gain of $0.5 million in the third
quarter of 2001, due to the retail center based in Hampton, VA as discussed
previously.
Occupancy at the retail center in Hampton, VA remained unchanged at 99% at
September 30, 2001 and 2002. Occupancy at the shopping center located in
Roswell, GA decreased from 94% at September 30, 2001 to 92% at September 30,
2002. As of September 30, 2002, all vacant spaces were being marketed.
INDUSTRIAL PROPERTIES
Net investment income from property operations for the industrial properties
increased from $0.3 million for the nine months ended September 30, 2001 to $1.1
million for the corresponding period ended September 30, 2002. Net investment
income from property operations for the industrial properties increased to $0.4
million for the quarter ended September 30, 2002 from $0.1 million for the
corresponding quarter ended September 30, 2001. The majority of this increase
was due to increased occupancy at the properties located in Bolingbrook, IL and
Salt Lake City, UT. On September 12, 2002 the industrial property located in
Bolingbrook, IL was sold for a realized gain
21
of $0.4 million. Average occupancy for the Bolingbrook, IL industrial property
was 0% and 79% for the nine months ended September 30, 2001 and 2002,
respectively. Average occupancy for the Salt Lake City, UT industrial property
was 36% and 89% for the nine months ended September 30, 2001 and 2002,
respectively.
The two industrial properties owned by the Partnership experienced a net
unrealized gain of approximately $0.2 million for the nine months ended
September 30, 2002 compared to a net unrealized loss of approximately $0.6
million in 2001. The majority of the unrealized gain in 2002 was attributable to
the Aurora, CO 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, UT 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 $0.6 million during the first nine months of
2001. The majority of the unrealized loss in 2001 was attributable to the Salt
Lake City, UT industrial property. This loss of approximately $0.6 million was
due to significant leasing costs associated with a new tenant.
The occupancy at the Salt Lake City, Utah property increased from 77% at
September 30, 2001 to 95% at September 30, 2002. The Aurora, CO property's
occupancy rate remained unchanged at 75% at September 30, 2001 and 2002. As of
September 30, 2002, all vacant spaces were being marketed.
EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP
During the nine months ended September 30, 2002, income from the investment
located in Kansas City, KS and MO amounted to $0.2 million, a decrease of 66.6%
from $0.5 million at September 30, 2001. During the quarters ended September 30,
2002 and 2001, income from the investment located in Kansas City, KS and MO
amounted to $0.1 million. 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 gain of $0.1 million and a
net unrealized gain of $0.4 million for the nine months ended September 30, 2002
and 2001, respectively. The unrealized gain of $0.1 million for the nine months
ended September 30, 2002 was primarily due to renovations from the expansion of
the existing grocery store anchor. The unrealized gain of $0.4 million during
the first nine months of 2001 was primarily due to the addition of a tenant that
provided a substantial amount of income to the center in rent and the addition
of new space to house this tenant.
This equity investment experienced a net unrealized gain of $0.7 million and a
net unrealized gain of $0.3 million in the third quarter of 2002 and 2001,
respectively. The unrealized gain of $0.7 million experienced during the third
quarter of 2002 was due to the same reason as mentioned above. The unrealized
gain of $0.3 million in 2001 was due to the addition of the new tenant as
discussed previously.
The retail portfolio located in Kansas City, KS and MO had an average occupancy
of 90% at September 30, 2001, which decreased to 84% at September 30, 2002. As
of September 30, 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.
22
During the first nine months of 2001, the Partnership's investment in REITS
experienced an unrealized loss of $0.3 million. During the third quarter of
2001, the Partnership's investment in REITS experienced an unrealized loss of
$2.3. These changes in unrealized loss and gain reflect changes in the market
value of REIT shares held by the Partnership.
OTHER
Other net investment income decreased $0.3 million during the third quarter 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 decrease in 2002 is
primarily due to a decrease in management fees due to the Partnership's
liquidation of its entire investment in REIT shares.
(C) 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.
(D) 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.
23
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
September 30, 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.
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 3. 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 28.78% 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.
24
The table below presents the amounts and related weighted interest rates of the
Partnership's cash equivalents and short-term investments at September 30, 2002:
Estimated Market Average
Maturity Value Interest Rate
(in $ millions)
--------------------------------------------------------------------------
Cash equivalents 0-3 months $25.5 1.43%
Short-term
investments 3-12 months $0 N/A
The table below discloses the Partnership's fixed and variable rate debt as of
September 30, 2002. Approximately $18.6 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 September 30, 2002 was 5.735%.
September 30, 2002
Debt (in $ thousands), 10/1/02- Estimated
including current portion 12/31/02 2003 2004 2005 2006 Thereafter Total Fair Falue
- ------------------------- -------- ---- ---- ---- ---- ----------- ----- ----------
Average Fixed Interest Rate 7.44% 7.45% 7.47% 7.49% 6.75% 6.75% 6.95%
Fixed Rate $138 $577 $619 $665 $8,361 $8,239 $18,599 $19,198
Variable Rate 37 159 168 178 9,350 - 9,892 10,566
----------------------------------------------------------------------------------------
Total Mortgage Loans Payable $175 $736 $787 $843 $17,711 $8,239 $28,491 $29,764
----------------------------------------------------------------------------------------
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 4. CONTROLS AND PROCEDURES
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 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.
25
PART II
-------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
Contract owners participating in the Real Property Account have no
voting rights with respect to the Real Property Account.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) EXHIBITS
2 Not Applicable
3 Not Applicable
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) of 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.
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.
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 Service Agreement between The Prudential Insurance Company of
America and The Prudential Investment Corporation, filed as
Exhibit (10B) to Form S-1, Registration Statement No. 33-8698,
filed September 12, 1986, and incorporated herein by reference.
10.3 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 No. 33-20083, filed
May 2, 1988, and incorporated herein by reference.
26
11 Not Applicable
15 None
18 None
19 None
22 Not Applicable
23 None
24 Not Applicable
b) REPORT ON FORM 8-K
Registration file number 033-20083-01 filed on August 16, 2002.
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: November 14, 2002 By: /s/ Arthur F. Ryan
------------------------ ------------------------------
Arthur F. Ryan
Chief Executive Officer
Date: November 14, 2002 By: /s/ Richard J. Carbone
------------------------ ------------------------------
Richard J. Carbone
Chief Financial Officer
28
CERTIFICATIONS
I, Arthur F. Ryan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Prudential
Variable Contract Real Property Account;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
quarterly 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: November 14, 2002
/s/ Arthur F. Ryan
-----------------------
Arthur F. Ryan
Chief Executive Officer
I, Richard J. Carbone, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Prudential
Variable Contract Real Property Account;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
quarterly 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: November 14, 2002
/s/ Richard J. Carbone
-----------------------
Richard J. Carbone
Chief Financial Officer