UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 033-20083-01
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 incorporation or organization) | (IRS Employer Identification No.) |
751 Broad Street, Newark, New Jersey 07102-2992 (Address of principal executive offices) (Zip Code)
(973) 802-6000 (Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION12(g) OF THE ACT: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. YES o NO þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or15(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 þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of thisForm 10-K or any amendment to thisForm 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one)
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Act) Yes o No þ
DOCUMENTS INCORPORATED BY REFERENCE
INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO PART III OF THIS FORM 10-K IS SET FORTH IN, AND IS HEREBY INCORPORATED BY REFERENCE HEREIN FROM, THE DEFINITIVE PROXY STATEMENT OF PRUDENTIAL FINANCIAL, INC., FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2009, TO BE FILED BY PRUDENTIAL FINANCIAL, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION 14A NOT LATER THAN 120 DAYS AFTER DECEMBER 31, 2008.
THE PRUDENTIAL VARIABLE CONTRACT
REAL PROPERTY ACCOUNT
(Registrant)
REAL PROPERTY ACCOUNT
(Registrant)
INDEX
2
Forward-Looking Statement Disclosure
Certain of the statements included in this Annual Report on Form 10-K, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon The Prudential Insurance Company of America, or the “Company”, or the Prudential Variable Contract Real Property Account, or the “Real Property Account”. There can be no assurance that future developments affecting the Company and the Real Property Account will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets, particularly in light of the stress experienced by the financial markets that began in the second half of 2007 and has continued and substantially increased since then; (2) interest rate fluctuations; (3) re-estimates of our reserves for future policy benefits and claims; (4) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (5) changes in our assumptions related to deferred policy acquisition costs and valuation of business acquired; (6) changes in our claims-paying or credit ratings; (7) investment losses and defaults; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) regulatory or legislative changes, including government actions in response to the stress experienced by the financial markets; (11) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (12) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (13) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; and (14) changes in statutory or “U.S. GAAP” accounting principles, practices or policies. As noted above, the adverse market and economic conditions that began in the second half of 2007 have continued and substantially worsened since then. The forgoing risks are even more pronounced in these unprecedented market and economic conditions. The Company and the Real Property Account do not intend, and are under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in this Annual Report on Form 10-K for discussion of certain risks relating to the operation of the Partnership and investment in our securities.
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PART I
Item 1. Business
The Prudential Variable Contract Real Property Account (the “Real Property Account” or 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 The 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.
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 Prudential, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey, 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.
Office Properties — The Partnership owns office properties in Lisle, Illinois; Brentwood, Tennessee; and Beaverton, Oregon. Total square footage owned is approximately 370,550, of which 85%, or 315,116 square feet, are leased between 1 and 10 years.
Apartment Complexes — The Partnership owns apartment properties in Atlanta, Georgia; Austin, Texas; Charlotte, North Carolina; and Raleigh, North Carolina, comprising a total of 855 apartment units, of which 92%, or 785 units, are leased. Leases range from month to month to one year.
Retail Property — The Partnership owns retail properties in Roswell, Georgia; Ocean City, Maryland; Hampton, Virginia; Dunn, North Carolina; and Westminster, Maryland. Total square footage owned is approximately 953,095 of which 79%, or 751,877 square feet, are leased between 1 and 30 years.
Hotel Property — The Partnership owns a hotel property in Lake Oswego, Oregon. This joint venture investment has 161 rooms. Occupancy for the year ended 2008 averaged 71%.
Investment in Real Estate Trust — The Partnership liquidated its entire investment in REIT shares in December 2001. The Partnership does, however, maintain a preferred equity investment in an existing private real estate investment trust, or “REIT” (See Item 7).
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 regulatory 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 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.
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Market Conditions
The commercial real estate market suffered through its worst returns in decades in the fourth quarter of 2008. Deteriorating economic conditions have continued to undermine real estate fundamentals. With unemployment rising, consumer spending falling and home prices dropping, the recession is impacting all sectors of the real estate market. At the same time, commercial mortgage debt has become less readily available, as commercial mortgage backed securities (“CMBS”) programs are not lending and commercial banks and insurance companies are trying to preserve capital. Deleveraging is working its way through the system as the market adjusts from a high-leverage system to one in which debt is scarce. The lack of reasonably priced debt has made it difficult to complete transactions.
Debt Markets
Notwithstanding the massive infusions of capital into the banking system through the Troubled Asset Relief Program (“TARP”), the banking community has remained preoccupied with survival, which has meant, by and large, preserving capital to shore up balance sheets. They have shown no proclivity to resume real estate lending in any meaningful way. To the extent financings are getting done, they are often simply extensions of existing loans that have come due. The global credit crunch will limit the activity of commercial banks and life insurance companies. The only sources of debt that remain consistently available are Fannie Mae and Freddie Mac, which essentially have become part of the federal government. Lenders have adopted more conservative underwriting practices than were prevalent in recent years. Loans will carry lower leverage and will be more expensive for borrowers. These dynamics will make it more difficult to complete property sales without assumable financing or seller financing.
REIT Market
The Morgan Stanley Real Estate Investment Trust index dropped 38% during 2008, and that marked a recovery of sorts after being down more than 50% at some points in the fourth quarter. The pricing of real estate investment trust (“REIT”) stocks is heavily dependent on balance sheet issues. Companies with significant near-term refinancing volume were hard-hit due to concerns that they will have trouble replacing debt that is rolling over. Higher-cost debt for REITs could create cash-flow issues or increase the possibility of technical defaults, such as violating the debt-service covenants of long-term debt that is not maturing.
The REIT market experienced unprecedented volatility in 2008. The 23 worst days in the Morgan Stanley REIT Index’s 13-year history all took place in 2008, all but two of those between September and December. Similarly, all of the index’s 30 most positive days occurred during the year, with most of those in the fourth quarter. The National Association of Real Estate Investment Trusts (“NAREIT”) US Real Estate Index declined 32% in October and 23% in November before rising 16% in December. In tandem with the drop in equity prices, REIT dividends rose to an attractive level, although they are subject to being cut or reconstituted as common stock. NAREIT’s average dividend for an equity REIT on January 2 was 7.8%, up from less that 5% a year ago and 3.7% in January 2007. REIT operating fundamentals weakened in 2008. Overall occupancy of REIT properties dropped to approximately 93% in third quarter 2008, down from the fourth quarter 2007 peak of 94.3%, according to Citigroup.
Property Markets
Office: Nearly 2 million jobs were lost in the U.S. between September and December, bringing the yearly total to 2.6 million. The U.S. unemployment rate rose to 7.2% at year-end, its highest peak since January 1993, according to the Labor Department. According to Reis, a provider of commercial real estate market information, the national office vacancy rate rose to 14.4% at yearend, up from 13.7% at the end of September. Negative net absorption was nearly 20 million square feet for the quarter and 42 million square feet for the year, the largest one-year decline since 2001. Rents slipped 1.2% in the quarter, the first decline since first quarter 2004. The slowdown is broad-based, with office vacancies rising in 71 of the 79 markets tracked by Reis.
Industrial/warehouse: Rising job losses, falling sales of everything from automobiles to housing goods, and weak demand for imports due to the global recession have reduced demand for industrial space. The Institute for Supply Management’s factory index, which measures a range of factors that include prices, production and employment, fell to 32.9 in December, its lowest level since 1980.
Hotel: According to Smith Travel, a provider of hotel benchmarking information, the average occupancy rate for all hotels dropped to 51.9% in November, down from 58.1% in November 2007. Revenue per available room (RevPAR) fell 12.9% year-over-year, to $52.86 in November, from $60.68 in November 2007. The performance of all types of hotels declined, but luxury and resort hotels fared the worst. The average occupancy of luxury hotels fell 15%, to 59.2% in November from 69.7% in November 2007. Meanwhile, luxury hotel RevPAR dropped 20.7%, to $165 in November from $208 in November 2007.
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Retail: With families saving more and tapping home equity lines less, consumer spending is at its weakest level in decades. The International Council of Shopping Centers estimates that retail sales fell by 1.5% to 2.0% in November and December, the worst performance since the trade group began compiling statistics in 1970. According to Reis, vacancy rates of neighborhood and community shopping centers rose to 8.9% in the fourth quarter, up from 8.4% three months earlier. The 4.1 million square feet of space vacated during the quarter brought the national shopping center vacancy rate to its highest level since 1994.
Multi-family: According to Reis, the national apartment vacancy rate rose from 6.2% in the fourth quarter to 6.6% at year-end, while effective rents fell 0.4% during the quarter. The S&P/Case-Shiller index, which measures house prices in 20 cities, declined 18.5% in December from a year earlier, the biggest drop in the history of the index. Fannie Mae and Freddie Mac have continued to provide a source of debt that is not available for other property types.
Item 1A. Risk Factors
You should carefully consider the following risks. These risks could materially affect our business, results of operations or financial condition, or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Annual Report on Form 10-K.
Current difficult conditions in the global financial markets and the economy generally may materially adversely affect our business and results of operations.
Our results of operations are materially affected by conditions in the global financial markets and the economy generally, both in the U.S. and elsewhere around the world. The stress experienced by global financial markets that began in the second half of 2007 continued and substantially heightened since then. The volatility, disruption and dislocation of the global financial markets have reached unprecedented levels. The availability and cost of credit, or capital, has been materially affected. These factors, combined with volatile oil prices, depressed home prices and increasing foreclosures, falling equity market values, declining business and consumer confidence and the risks of increased inflation and unemployment, have precipitated an economic slowdown and fears of a severe recession.
The global fixed-income markets are experiencing a period of both extreme volatility and illiquid market conditions, which has affected a broad range of asset classes and investment sectors. As a result, the market for fixed income instruments has experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. Global equity markets have also been experiencing heightened volatility. These events and the continuing market upheavals have had and may continue to have an adverse effect on our business. Our revenues are likely to decline in such circumstances, the cost of meeting our obligations to our customers may increase, and our profit margins could erode. In addition, in the event of a prolonged economic downturn, we could incur significant losses in our investment portfolio.
The demand for our products could be adversely affected in an economic downturn characterized by higher unemployment, lower family income, lower consumer spending, lower corporate earnings and lower business investment. We also may experience a higher incidence of claims and lapses or surrenders of policies. Our policyholders may choose to defer or stop paying insurance premiums. We cannot predict whether or when such actions may occur, or what impact, if any, such actions could have on our business, results of operations, cash flows and financial condition.
In response to the market dislocation affecting the banking system and financial markets, on October 3, 2008, President Bush signed the Emergency Economic Stabilization Act of 2008, or EESA, into law. Pursuant to the EESA, the U.S. Treasury has the authority to, among other things, purchase up to $700 billion of mortgage-backed and other securities from financial institutions for the purpose of stabilizing the financial markets. On October 14, 2008, the U.S. Treasury announced that it would use EESA authority to invest an aggregate of $250 billion (of the first $350 billion released under EESA) in capital issued by qualifying U.S. financial institutions under the U.S. Treasury’s Capital Purchase Program, which is part of the Troubled Asset Relief Program, or TARP. The TARP Capital Purchase Program involves the issuance by qualifying institutions of preferred stock and warrants to purchase common stock to the U.S. Treasury. Concurrently, in coordination with the U.S. Treasury, the FDIC announced the Temporary Liquidity Guarantee Program, through which it guarantees certain newly issued senior unsecured debt issued by FDIC insured institutions and their qualifying holding companies, as well as funds over $250,000 in non-interest-bearing transaction deposit accounts. In addition, since March 2008, the Federal Reserve has created several lending facilities to stabilize financial markets. Most recently, on November 25, 2008, the Federal Reserve announced the Term Asset-Backed Securities Loan Facility, or TALF. The TALF has not yet been implemented but is designed to provide secured financing for newly issued asset-backed securities backed by certain types of consumer and small business loans.
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On February 10, 2009, the U.S. Treasury announced a Financial Stability Plan to build upon existing programs and earmark the second $350 billion of funds that were authorized under the EESA and released in January 2009. The elements of the Financial Stability Plan, as described by the U.S. Treasury, are a Capital Assistance Program and Financial Stability Trust to make capital available to financial institutions through additional purchases of preferred stock, a Public-Private Investment Fund to buy legacy loans and assets from financial institutions, a Consumer and Business Lending Initiative to restart securitization markets for loans to consumers and businesses by expanding upon TALF, and a comprehensive housing program to, among other things, help reduce mortgage payments and interest rates. The U.S. Treasury has stated that the Financial Stability Plan will require high levels of transparency and accountability standards and dividend, acquisition and executive compensation restrictions for financial institutions that receive government assistance going forward.
Prudential Life Insurance Company’s ultimate parent, Prudential Financial, has applied to participate in the Capital Purchase Program, although no determination with respect to its participation has been made. Prudential Financial also continues to evaluate other government sponsored programs for which it may be eligible.
The U.S. federal government has taken or is considering taking other actions to address the financial crisis that could further impact our business. We cannot predict with any certainty whether these actions will be effective or the effect they may have on the financial markets or on our business, results of operations, cash flows and financial condition.
Continuing adverse financial market conditions may significantly affect our ability to meet liquidity needs, our access to capital and our cost of capital, including capital that may be required by our subsidiaries.
Adverse capital market conditions have affected and may continue to affect the availability and cost of borrowed funds and could impact our ability to refinance existing borrowings, thereby ultimately impacting our ability to support or grow our businesses. We need liquidity to pay our operating expenses, interest on our debt and replace certain maturing debt obligations. Without sufficient liquidity, we could be forced to curtail certain of our operations, and our business could suffer. The principal sources of our liquidity are insurance premiums, annuity considerations, deposit funds and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash.
In the normal course of business, the Partnership enters into loan agreements with certain lenders to finance its real estate investment transactions. Unfavorable economic conditions could increase related borrowing costs, limit access to the capital markets or result in a decision by lenders not to extend credit to the Partnership. There is no guarantee that the Partnership’s borrowing arrangements or ability to obtain leverage will continue to be available, or if available, will be available on terms and conditions acceptable to the Partnership. Further, these loan agreements contain, among other conditions, events of default and various covenants and representations. In the normal course of business, the Partnership may be in the process of renegotiating terms for loans outstanding that have passed their maturity dates. At December 31, 2008, the Partnership had no outstanding matured loans.
A decline in market value of the Partnership’s assets may also have particular adverse consequences in instances where the Partnership borrowed money based on the fair value of specific assets. A decrease in market value of these assets may result in the lender requiring the Partnership to post additional collateral or otherwise repay these loans.
In the event the Partnership’s current investment obligations are not refinanced or extended when they become due and/or the Partnership is required to repay such borrowings and obligations, management anticipates that the repayment of these obligations, will be provided by operating cash flow, new debt refinancing, and real estate investment sales.
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Market fluctuations and general economic, market and political conditions may adversely affect our business and profitability.
Even under relatively more favorable market conditions (such as those prevailing before the second half of 2007), our insurance products and certain of our investment products, as well as our investment returns and our access to and cost of financing, are sensitive to fixed income, equity, real estate and other market fluctuations and general economic, market and political conditions. These fluctuations and conditions could adversely affect our results of operations, financial position and liquidity, including in the following respects:
| • | All real estate investments are subject to varying degrees of risk. The yields available from investments depend on the amounts of income generated and expenses incurred. If investment properties do not generate revenues sufficient to meet operating expenses, including debt service and capital expenditures, cash flow will be adversely affected. | ||
| • | The revenues and value of a particular real estate investment may be adversely affected by a number of factors, including, but not limited to: the cyclical nature of the real estate market, availability of credit and debt, general national economic conditions, local economic conditions, local real estate conditions, and fluctuations in operating costs, including real estate taxes and utilities. Certain significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. If a property is mortgaged to secure payment of indebtedness, and if the mortgaged property is unable to produce enough revenue to cover its mortgage or other debt payments, a loss could be sustained as a result of foreclosure on the property or the exercise of other remedies by the lender. In addition, a property’s revenues and real estate value may also be affected by such factors as potential liability under applicable federal, state and local laws and regulations, which may vary widely depending upon location, including tax laws, environmental laws, Americans with Disabilities Act accessibility requirements, and rent stabilization laws. | ||
| The dramatic deterioration in the capital markets and increasing weakness in the overall economy may adversely affect all sectors of the real estate market and may lead to declines in property values. Adverse capital market conditions could impact the liquidity of our investments, affecting their value and potentially resulting in higher realized and/or unrealized losses. These events may have an adverse affect on our investment results. | |||
| • | The estimated fair value of real estate and real estate related assets is determined through an appraisal process. There continues to be significant disruptions in the global capital, credit and real estate markets. These disruptions have led to, among other things, a significant decline in the volume of transaction activity, in the fair value of many real estate and real estate related investments, and a significant contraction in short-term and long-term debt and equity funding sources. The decline in liquidity and prices of real estate and real estate related investments, as well as the availability of observable transaction data and inputs, may have made it more difficult to determine the fair value of such investments. As a result, these estimated fair 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 and could be material to the Financial Statements. | ||
| Regardless of market conditions, certain investments we hold, including the properties in the Account, are relatively illiquid. If we needed to sell these investments, we may have difficulty in selling them for acceptable prices. | |||
| • | Disruptions, uncertainty or volatility in the financial markets may limit our access to capital required to operate our business. These market conditions may limit our ability to replace, in a timely manner, maturing obligations and access the capital necessary to replace assets withdrawn by customers. | ||
| • | Market conditions could also impact our ability to fund foreseen and unforeseen cash and collateral requirements, potentially inhibiting our ability to perform under our counterparty obligations, support business initiatives and increasing realized losses. | ||
| A change in market conditions, including prolonged periods of high inflation, could cause a change in consumer sentiment adversely affecting persistency of our life insurance and annuity products, including those offering the Account as an investment option. |
The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition.
| The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of operations or financial condition, including in the following respects: | |||
| • | A natural or man-made disaster could result in losses in our investment portfolio or the failure of our counterparties to perform, or cause significant volatility in global financial markets. |
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As described above, the adverse market and economic conditions that began in the second half of 2007 have continued and substantially increased since then. The foregoing risks are even more pronounced in these unprecedented market and economic conditions.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Not Applicable.
Item 3. Legal Proceedings
None.
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.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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 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; therefore a discussion of market information is not relevant.
As of December 31, 2008, approximately 30,151 contract owners of record held investments in the Real Property Account.
Item 6. Selected Financial Data
Prudential Variable Contract Real Property Partnership Results of Operations and Financial Position are summarized as follows:
RESULTS OF OPERATIONS:
| Year Ended December 31, | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Total Investment Income | $ | 32,124,390 | $ | 31,700,063 | $ | 28,623,487 | $ | 28,644,271 | $ | 29,076,163 | ||||||||||
Net Investment Income | $ | 11,138,184 | $ | 12,663,580 | $ | 11,161,728 | $ | 9,219,171 | $ | 7,799,606 | ||||||||||
Net Realized and Unrealized Gain (Loss) on Real Estate Investments | (44,233,635 | ) | 5,453,595 | 18,352,005 | 15,460,619 | 3,280,394 | ||||||||||||||
Net Increase (Decrease) in Net Assets Resulting From Operations | $ | (33,095,451 | ) | $ | 18,117,175 | $ | 29,513,733 | $ | 24,679,790 | $ | 11,080,000 | |||||||||
FINANCIAL POSITION:
| Year Ended December 31, | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Total Assets | $ | 263,665,273 | $ | 290,166,898 | $ | 272,136,819 | $ | 246,015,115 | $ | 240,575,611 | ||||||||||
Long Term Lease Obligation | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Investment Level Debt | $ | 40,047,827 | $ | 32,121,712 | $ | 32,710,488 | $ | 33,195,607 | $ | 43,773,767 | ||||||||||
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All of the assets of the Real Property Account, or the “Account” are invested in the Partnership. Accordingly, the liquidity and capital resources and results of operations for the Account are contingent upon those of the Partnership. Therefore, this management’s discussion and analysis addresses these items at the Partnership level. The partners in the Partnership are Prudential, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey, or collectively, the “Partners”.
The following discussion and analysis of the liquidity and capital resources and results of operations of the Partnership should be read in conjunction with the audited Consolidated Financial Statements of the Account and the Partnership and the related Notes included in this filing.
(a) Liquidity and Capital Resources
As of December 31, 2008, the Partnership’s liquid assets, consisting of cash and cash equivalents, were approximately $27.7 million, an increase of approximately $9.5 million from $18.2 million at December 31, 2007. The increase was primarily due to cash flows received from the Partnership’s operating activities and the repayment of the Partnership’s preferred equity investment, as discussed below. Partially offsetting this increase was a contribution to an existing retail property in Dunn, North Carolina as well as capital expenditures to existing properties, as detailed below. Sources of liquidity included net cash flow from property operations, financings, and interest from short-term investments. The Partnership uses cash for its real estate investment activities and for its distributions to its partners. As of December 31, 2008, approximately 10.5% of the Partnership’s total assets consisted of cash and cash equivalents.
During 2008, the Partnership made an additional $2.6 million preferred equity investment in an existing retail property located in Ocean City, Maryland to fund costs associated with the redevelopment of the center. This investment was repaid with interest on April 1, 2008 with proceeds to the Partnership totaling $4.0 million in conjunction with the refinancing of the existing loan as discussed below.
The Partnership did not have any dispositions or acquisitions for the year ended December 31, 2008. The Partnership refinanced two existing loans during the year ended December 31, 2008. The retail property in Ocean City, Maryland was refinanced for loan proceeds of $16.6 million, of which $9.8 million represents additional indebtedness. $1.6 million of the loan remains to be funded for future costs associated with the redevelopment of the property. The apartment property in Raleigh, North Carolina was refinanced for the amount of $9.0 million.
During the year ended December 31, 2008, the Partnership spent approximately $3.7 million on capital improvements to various existing properties. Approximately $1.2 million was associated with the renovation of the hotel property in Lake Oswego, Oregon; approximately $0.7 million funded renovation and tenant improvements costs at the office property in Lisle, Illinois; approximately $0.7 million contributed to interior renovations at one of the office properties in Brentwood, Tennessee; and approximately $0.4 million financed tenant improvements at the retail property in Dunn, North Carolina. The remaining $0.7 million was associated with minor capital improvements and transaction costs associated with leasing expenses related to other properties in the Partnership. Additionally, $6.3 million of capital improvements was funded at the retail property in Ocean City, Maryland through the aforementioned third party loan.
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(b) Results of Operations
The following is a comparison of the Partnership’s results of operations for the years ended December 31, 2008, and 2007.
Net Investment Income Overview
The Partnership’s net investment income for the year ended December 31, 2008 was approximately $11.1 million, a decrease of approximately $1.5 million from the prior year. The decrease in net investment income was primarily attributable to a $1.4 million increase in other net investment loss from the prior year. Additionally, the retail, office, and hotel sectors’ net investment income declined approximately $0.9 million, $0.1 million, and $0.1 million, respectively during the year ended December 31, 2008 from the prior year. Partially offsetting these decreases was an increase in the apartment sector’s net investment income of approximately $1.0 million from the prior year. The industrial sector’s net investment income remained relatively unchanged. The components of this net investment income are discussed below by investment type.
Valuation Overview
The Partnership did not have any realized gains for the year ended December 31, 2008, compared with a net realized gain of approximately $0.7 million for the prior year. The Partnership recorded a net unrealized loss of approximately $44.2 million for the year ended December 31, 2008, compared with a net unrealized gain of approximately $4.8 million for the prior year. The Partnership recorded a net realized and unrealized loss of approximately $44.2 million for the year ended December 31, 2008, compared with a net realized and unrealized gain of approximately $5.5 million for the prior year. The net unrealized loss of approximately $44.2 million for the year ended December 31, 2008 was attributable to valuation declines in every sector primarily due to increased investment rates suggesting an industry-wide repricing. Investment rates include direct and terminal capitalization rates, and discount rates, which reflect investors’ yield requirements on investments. The increase in investment rates was caused by the national economic downturn, frozen credit markets, weakening market fundamentals, and deteriorated demand for commercial real estate. The components of these valuation losses are discussed below by investment type.
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The following table presents a comparison of the Partnership’s sources of net investment income, and realized and unrealized gains or losses by investment type for the years ended December 31, 2008 and 2007.
| Twelve Months Ended December 31, | ||||||||
| 2008 | 2007 | |||||||
Net Investment Income: | ||||||||
| Office properties | $ | 3,893,422 | $ | 3,945,096 | ||||
| Apartment properties | 3,129,457 | 2,119,681 | ||||||
| Retail properties | 6,062,399 | 6,998,954 | ||||||
| Industrial property | — | 49,279 | ||||||
| Hotel property | 1,213,328 | 1,343,200 | ||||||
| Other (including interest income, investment mgt fee, etc.) | (3,160,422 | ) | (1,792,630 | ) | ||||
Total Net Investment Income | $ | 11,138,184 | $ | 12,663,580 | ||||
Net Realized Gain (Loss) on Real Estate Investments: | ||||||||
| Retail properties | — | 323,649 | ||||||
| Industrial property | — | 345,832 | ||||||
Net Realized Gain (Loss) on Real Estate Investments | — | 669,481 | ||||||
Net Unrealized Gain (Loss) on Real Estate Investments: | ||||||||
| Office properties | (6,677,199 | ) | 1,967,086 | |||||
| Apartment properties | (12,344,133 | ) | 3,123,154 | |||||
| Retail properties | (23,864,965 | ) | (2,716,050 | ) | ||||
| Hotel property | (1,347,338 | ) | 2,409,924 | |||||
Net Unrealized Gain (Loss) on Real Estate Investments | (44,233,635 | ) | 4,784,114 | |||||
Net Realized and Unrealized Gain (Loss) on Real Estate Investments | ($44,233,635 | ) | $ | 5,453,595 | ||||
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OFFICE PROPERTIES
| Year Ended | Net Investment | Net Investment | Unrealized | Unrealized | ||||||||||||||||||||
| December 31, 2008 | Income/(Loss) 2008 | Income/(Loss) 2007 | Gain/(Loss) 2008 | Gain/(Loss) 2007 | Occupancy 2008 | Occupancy 2007 | ||||||||||||||||||
Property | ||||||||||||||||||||||||
| Lisle, IL | $ | 767,766 | $ | 650,916 | $ | (2,664,209 | ) | $ | 804,870 | 70 | % | 67 | % | |||||||||||
| Brentwood, TN | 972,063 | 1,153,443 | (83,142 | ) | 9,918 | 83 | % | 100 | % | |||||||||||||||
| Beaverton, OR | 1,090,039 | 1,093,305 | (2,911,733 | ) | 990,238 | 88 | % | 88 | % | |||||||||||||||
| Brentwood, TN | 1,063,554 | 1,047,432 | (1,018,115 | ) | 162,060 | 100 | % | 100 | % | |||||||||||||||
| $ | 3,893,422 | $ | 3,945,096 | $ | (6,677,199 | ) | $ | 1,967,086 | ||||||||||||||||
Net Investment Income
Net investment income for the Partnership’s office properties was approximately $3.9 million for the year ended December 31, 2008, relatively unchanged from the prior year. The net investment income at the property in Lisle, Illinois increased $0.1 million due to an increase in occupancy. This increase was offset by a net investment loss of $0.1 million at a property in Brentwood, Tennessee due to reduced occupancy.
Unrealized Gain/(Loss)
The office properties owned by the Partnership recorded a net unrealized loss of approximately $6.7 million during the year ended December 31, 2008, compared with a net unrealized gain of approximately $2.0 million for the prior year. The net unrealized loss of approximately $6.7 million for the year ended December 31, 2008 was primarily due to increased investment rates across the office sector that caused each property to decline in value. Additionally, at the office property in Lisle, Illinois notification from the property’s largest tenant to vacate upon lease expiration in January 2009 resulted in decreased projected cash flows, which contributed to its net unrealized loss of $2.7 million.
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APARTMENT PROPERTIES
| Year Ended | Net Investment | Net Investment | Unrealized | Unrealized | ||||||||||||||||||||
| December 31, 2008 | Income/(Loss) 2008 | Income/(Loss) 2007 | Gain/(Loss) 2008 | Gain/(Loss) 2007 | Occupancy 2008 | Occupancy 2007 | ||||||||||||||||||
Property | ||||||||||||||||||||||||
| Atlanta, GA | $ | 480,064 | $ | 447,290 | $ | (4,362,625 | ) | $ | (530,277 | ) | 91 | % | 92 | % | ||||||||||
| Raleigh, NC | 608,481 | 613,122 | (3,258,506 | ) | (687,270 | ) | 87 | % | 94 | % | ||||||||||||||
Jacksonville, FL(1) | — | 17,342 | — | — | N/A | N/A | ||||||||||||||||||
Austin, TX(2) | 1,440,973 | 860,746 | (2,108,514 | ) | 4,376,151 | 92 | % | 92 | % | |||||||||||||||
Charlotte, NC(3) | 599,939 | 181,181 | (2,614,488 | ) | (35,450 | ) | 90 | % | 87 | % | ||||||||||||||
| $ | 3,129,457 | $ | 2,119,681 | $ | (12,344,133 | ) | $ | 3,123,154 | ||||||||||||||||
| (1) | The Jacksonville, Florida apartment property was sold on November 30, 2005 but certain post-closing adjustments were recognized during the year ended December 31, 2007. | |
| (2) | Net investment income for the year ended December 31, 2007 reflects partial period results for the Austin, Texas apartment property acquired on May 8, 2007. | |
| (3) | Net investment income for the year ended December 31, 2007 reflects partial period results for the Charlotte, North Carolina apartment property acquired on September 6, 2007. |
Net Investment Income
Net investment income for the Partnership’s apartment properties was $3.1 million for the year ended December 31, 2008, an increase of approximately $1.0 million from the prior year. The increase in net investment income for the year ended December 31, 2008 was primarily due to the additional rental income generated from the acquisition of the apartment properties in Austin, Texas and Charlotte, North Carolina on May 8, 2007 and September 6, 2007, respectively.
Unrealized Gain/(Loss)
The apartment properties owned by the Partnership recorded a net unrealized loss of approximately $12.3 million for the year ended December 31, 2008, compared with a net unrealized gain of approximately $3.1 million for the prior year. The net unrealized loss for the year ended December 31, 2008 was primarily due to increased investment rates and decreased market rents across the apartment sector that caused each property to decline in value.
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RETAIL PROPERTIES
| Realized/ | ||||||||||||||||||||||||
| Year Ended | Net Investment | Net Investment | Unrealized | Unrealized | ||||||||||||||||||||
| December 31, 2008 | Income/(Loss) 2008 | Income/(Loss) 2007 | Gain/(Loss) 2008 | Gain/(Loss) 2007 | Occupancy 2008 | Occupancy 2007 | ||||||||||||||||||
Property | ||||||||||||||||||||||||
| Roswell, GA | $ | 1,674,996 | $ | 2,072,194 | $ | (10,610,373 | ) | $ | (3,807,895 | ) | 38 | % | 82 | % | ||||||||||
Kansas City, KS(1) | (15,941 | ) | 158,664 | — | 323,649 | N/A | N/A | |||||||||||||||||
| Hampton, VA | 1,318,984 | 1,299,715 | (3,160,726 | ) | 492,521 | 98 | % | 100 | % | |||||||||||||||
| Ocean City, MD | 820,593 | 702,556 | (686,899 | ) | (122,583 | ) | 95 | % | 67 | % | ||||||||||||||
| Westminster, MD | 1,181,465 | 1,576,148 | (3,394,988 | ) | 69,981 | 100 | % | 100 | % | |||||||||||||||
Dunn, NC(2) | 81,363 | 215,118 | (3,484,491 | ) | 651,926 | 34 | % | 90 | % | |||||||||||||||
| CARS Preferred Equity | 1,000,939 | 974,559 | (2,527,488 | ) | — | N/A | N/A | |||||||||||||||||
| $ | 6,062,399 | $ | 6,998,954 | $ | (23,864,965 | ) | $ | (2,392,401 | ) | |||||||||||||||
| (1) | The Kansas City, Kansas retail property was sold on June 29, 2007 but certain post-closing adjustments were recognized during the year ended December 31, 2008. Net investment income for the year ended 2007 reflectspartial period results to the June 29, 2007 sale. | |
| (2) | Net investment income for the year ended December 31, 2007 reflects partial period results for Dunn, North Carolina retail property acquired on August 17, 2007. |
Net Investment Income
Net investment income for the Partnership’s retail properties was approximately $6.1 million for the year ended December 31, 2008, a decrease of approximately $0.9 million from the prior year. The decrease was primarily due to (a) the allowance for accrued income that was deemed uncollectible at the retail property in Westminster, MD; (b) increased vacancy at the Roswell, Georgia retail property; (c) lost rent related to the Kansas City, Kansas retail property sold on June 29, 2007; and (d) a one-time occurrence related to bad debt expense at the retail property in Dunn, North Carolina. Partially offsetting these losses was an increase in net investment income at the property in Ocean City, Maryland due to completion of renovation and increased occupancy.
Realized and Unrealized Gain/(Loss)
The retail properties owned by the Partnership recorded a net unrealized loss of approximately $23.9 million for the year ended December 31, 2008, compared with a net realized and unrealized loss of approximately $2.4 million for the prior year. The net unrealized loss for the year ended December 31, 2008 was primarily due to increased investment rates across the retail sector based on declining national consumption, which caused each property to decline in value. The aggregate net unrealized loss was also partially attributable to the $10.6 million loss recorded at the retail property in Roswell, Georgia, which is consistent with the most recent offers received in connection with the continued sale efforts of the property.
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INDUSTRIAL PROPERTY
| Net Investment | Net Investment | Realized | Realized | |||||||||||||||||||||
| Year Ended December 31, 2008 | Income/(Loss) 2008 | Income/(Loss) 2007 | Gain/(Loss) 2008 | Gain/(Loss) 2007 | Occupancy 2008 | Occupancy 2007 | ||||||||||||||||||
Property | ||||||||||||||||||||||||
| Aurora, CO (1) | $ | — | $ | 49,279 | $ | — | $ | 345,832 | N/A | N/A | ||||||||||||||
| (1) | The Partnership sold the property on February 7, 2007. |
Net Investment Income
The Partnership sold its industrial property on February 7, 2007. Therefore no net investment income was received for the year ended December, 2008, reflecting a minimal decrease from the prior year.
Realized Gain/(Loss)
The Partnership’s industrial property was sold on February 7, 2007. Therefore no realized gains and/or losses were recorded for the year ended December 31, 2008, compared with realized gains of $0.3 million during the prior year.
HOTEL PROPERTY
| Year Ended | Net Investment | Net Investment | Unrealized | Unrealized | ||||||||||||||||||||
| December 31, 2008 | Income/(Loss) 2008 | Income/(Loss) 2007 | Gain/(Loss) 2008 | Gain/(Loss) 2007 | Occupancy 2008 | Occupancy 2007 | ||||||||||||||||||
Property | ||||||||||||||||||||||||
| Lake Oswego, OR | $ | 1,213,328 | $ | 1,343,200 | $ | (1,347,338 | ) | $ | 2,409,924 | 71 | % | 76 | % | |||||||||||
Net Investment Income
Net investment income for the Partnership’s hotel property was approximately $1.2 million for the year ended December 31, 2008, reflecting a decrease of $0.1 million from the prior year due to lost occupancy.
Unrealized Gain/(Loss)
The hotel property owned by the Partnership recorded an unrealized loss of approximately $1.3 million for the year ended December 31, 2008, compared with an unrealized gain of approximately $2.4 million for the prior year. The unrealized loss for the year ended December 31, 2008 reflects increased investment rates and decreased average daily rate growth projections.
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Other
Other net investment loss increased approximately $1.4 million during the year ended December 31, 2008 from the prior year. Other net investment loss includes interest income from short-term investments, investment management fees, and portfolio level expenses.
(c) Inflation
A majority of the Partnership’s leases with 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 partially 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, or “U.S. GAAP”, requires the application of accounting policies that often involve a significant degree of judgment. Management reviews critical estimates and assumptions on an ongoing basis. 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 audited Consolidated Financial Statements of the Account and the Partnership may change significantly.
The following sections discuss those critical accounting policies applied in preparing the unaudited Consolidated Financial Statements of the Account and the Partnership that are most dependent on the application of estimates and assumptions.
Accounting Pronouncements Adopted
The Partnership adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” an Interpretation of FASB Statement No. 109 as of January 1, 2007. This interpretation prescribes a comprehensive model for how a Partnership should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Partnership has taken or expects to take on a tax return. The adoption of FIN 48 had no effect to the financial position and result of operations of the Partnership.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This statement does not require any new fair value measurements, but the application of this statement could change current practices in determining fair value. Adoption did not change the methodology used to fair value our real estate investments.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides partnerships with an option to report selected financial assets and liabilities at fair value.
SFAS No. 157 and SFAS No. 159 are effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted SFAS No. 157 and SFAS No. 159 effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The adoption does not have any effect on the Partnership’s consolidated financial position and results of operations. Please refer to Notes 2D and 5 for details.
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New Accounting Pronouncements
FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), was issued in January 2003. In December 2003, FASB issued a revised interpretation of FIN 46 (“FIN 46-R”) that supersedes FIN 46. FIN 46-R defers the effective date for applying the provisions of FIN 46 for those companies currently accounting for their investments in accordance with the AICPA Audit and Accounting Guide, “Audits of Investment Companies” (the “Audit Guide”). The FASB is currently considering modifying FIN 46-R to provide an exception for companies that apply the Audit Guide. The Partnership is awaiting further guidance from the FASB in order to evaluate the extent in which, if any, its investments may need to be consolidated as a result of this FIN 46-R.
In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the Audit Guide. SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a Staff Position indefinitely deferring the effective date.
In December 2007, FASB issued SFAS No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations”, and SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements, an Amendment to ARB No. 51” (“SFAS 160”). SFAS 141R expands the definition of a business and redefines the acquisition date in a merger and acquisition transaction. It significantly modifies the existing SFAS 141, including changes to acquisition related contingent consideration, pre-acquisition contingencies, non-controlling interest, restructuring costs, in-process R&D, goodwill and partial acquisition. SFAS 160 requires the non-controlling interest to be reported as a separate component of equity. It also changes the allocation of losses and accounting in step acquisitions. The provisions in SFAS 160 should be applied prospectively except for the presentation and disclosure requirements, which are required retrospectively for all periods presented. SFAS 141R and SFAS 160 are effective for the acquisitions closing after the first annual reporting period beginning after December 15, 2008. The Partnership is currently reviewing the provisions in SFAS 141R and SFAS 160, and assessing whether the changes would be material to its financial statements upon adoption.
Valuation of Investments
Real Estate Investments— Real estate investments are carried at fair value. Properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above and below market leases, in-place leases, and tenant relationships at the time of acquisition.
In general fair value estimates are based upon property 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, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial, Inc. (“PFI”), is responsible to assure that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party has been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.
The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. In accordance with SFAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the independent appraiser uses one or a combination of them, to come up with the approximated value for the type of real estate in the market.
In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments are classified as Level 3 under SFAS 157 fair value hierarchy.
Unconsolidated real estate partnerships and preferred equity investments are carried at fair value and are generally valued at the Partnership’s equity in net assets as reflected in the partnerships’ financial statements with properties valued as described above. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses, including unrealized appreciation and depreciation, from the partnership.
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As described above, the estimated fair value of real estate and real estate related assets is determined through an appraisal process. There continues to be significant disruptions in the global capital, credit and real estate markets. These disruptions have led to, among other things, a significant decline in the volume of transaction activity, in the fair value of many real estate and real estate related investments, and a significant contraction in short-term and long-term debt and equity funding sources. The decline in liquidity and prices of real estate and real estate related investments, as well as the availability of observable transaction data and inputs, may have made it more difficult to determine the fair value of such investments. As a result, these estimated fair 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 and could be material to the financial statements. Although the estimated fair values represent subjective estimates, management believes these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of December 31, 2008 and December 31, 2007.
Other Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the audited Consolidated 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 approximately 31.68% of its investment portfolio as of December 31, 2008, which consists primarily of short-term fixed rate commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. In accordance with its 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 unusual 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, 2008:
| Estimated Market | ||||||||||||
| Value | Average | |||||||||||
| Maturity | (in $ millions) | Interest Rate | ||||||||||
| Cash and cash equivalents | 0-3 months | $ | 27.7 | 1.96 | % | |||||||
The table below discloses the Partnership’s debt as of December 31, 2008. All 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 based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.
| Investment level debt (in $ thousands), | Estimated | |||||||||||||||||||||||||||||||
| including current portion | 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||
| Average Fixed Interest Rate | 6.75 | % | 6.75 | % | 6.75 | % | 6.75 | % | 6.75 | % | 6.75 | % | 6.75 | % | ||||||||||||||||||
| Fixed Rate | $ | 9,277 | $ | 566 | $ | 604 | $ | 646 | $ | 463 | $ | 4,475 | $ | 16,031 | $ | 16,332 | ||||||||||||||||
| Variable Rate | — | $ | 15,043 | — | — | $ | 9,000 | $ | 0 | $ | 24,043 | $ | 24,053 | |||||||||||||||||||
| Premium/(Discount) on Mortgage Loans Payable | — | — | — | — | — | ($26 | ) | ($26 | ) | — | ||||||||||||||||||||||
| Total Mortgage Loans Payable | $ | 9,277 | $ | 15,609 | $ | 604 | $ | 646 | $ | 9,463 | $ | 4,449 | $ | 40,048 | $ | 40,384 | ||||||||||||||||
The Partnership is exposed to market risk from tenants. While the Partnership has not experienced any significant credit losses, in the event of significant increases in interest rates and/or an economic downturn, delinquencies could increase and result in losses to the Partnership and the Account that could adversely affect its operating results and liquidity.
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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.
Item 9A. Controls and Procedures
In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e),under the Securities Exchange Act of 1934, as amended as of December 31, 2008. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2008, our disclosure controls and procedures were effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There has been no change in our internal control over financial reporting, as defined in Exchange Act Rule 13a — 15(f) and 15d — 15(f), during the quarter ended December 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DIRECTORS
THOMAS J. BALTIMORE, JR.— Director (current term expires June, 2009). Co-Founder and President, RLJ Development, LLC. Mr. Baltimore is also director of Duke Realty Corporation and Integra LifeSciences Holding Corporation. Age 45.
FREDERIC K. BECKER— Director (current term expires June, 2009). Chairman, Audit Committee; Member, Executive Committee. President, Wilentz Goldman & Spitzer, P.A. (law firm). Age 73.
GORDON M. BETHUNE —Director (current term expires June, 2009). Member, Compensation Committee. Member, Corporate Governance and Business Ethics Committee. Former Chairman and Chief Executive Officer Continental Airlines, Inc., Retired. Mr. Bethune is also a director of Honeywell International, Inc. and Sprint Nextel Corporation. Age 67.
W. GASTON CAPERTON, III —Director (current term expires June, 2009). Member, Finance and Dividends Committee. Member, Investment Committee. President, The College Board. Governor Caperton is also a director of Energy Corporation of America and Owens Corning. Age 69.
GILBERT F. CASELLAS—Director (current term expires June, 2009). Member, Audit Committee. Vice President, Corporate Responsibility, Dell Inc. Mr. Casellas is also a director of The Swarthmore Group, Inc. Age 56.
JAMES G. CULLEN—Director (current term expires June, 2009). Chairman, Compensation Committee; Member, Audit Committee; Member, Executive Committee. Retired President and Chief Operating Officer Bell Atlantic Corporation. Mr. Cullen is also a director of Agilient Technologies, Inc., Johnson & Johnson, and NeuStar, Inc. Age 66.
WILLIAM H. GRAY, III—Director (current term expires June, 2009). Chairman, Corporate Governance and Business Ethics Committee; Member, Executive Committee. Retired. Mr. Gray is the Chairman of The Amani Group, LLC. Mr. Gray is also a director of Dell Computer Corporation., JP Morgan Chase & Co., Pfizer, Inc., and Visteon Corporation. Age 67.
MARK B. GRIER—Director (current term expires June, 2009). Vice Chairman, Prudential. Age 56.
JON F. HANSON—Director (current term expires June, 2009). Chairman, Executive Committee; Chairman, Finance and Dividends Committee; Chairman, Investment Committee. Chairman of The Hampshire Companies. Mr. Hanson is also a director of James E. Hanson Management Company, HealthSouth Corp., Pascack Community Bank, and Yankee Global Enterprises. Age 72.
CONSTANCE J. HORNER—Director (current term expires June, 2009). Member, Compensation Committee; Member, Corporate Governance and Business Ethics Committee. Former Assistant to the President of the United States. Ms. Horner is also a director of Ingersoll-Rand Company, Ltd., and Pfizer, Inc. Age 67.
KARL J. KRAPEK—Director (current term expires June, 2009). Member, Finance and Dividends Committee. Member, Investment Committee. Retired President and Chief Operating Officer, United Technologies Corporation. Mr. Krapek is also a director of Connecticut Bank & Trust Company, Lucent Technologies, Inc., Visteon Corporation and Northrop Grunman Corporation.. Age 60.
CHRISTINE A. POON— Director (current term expires June, 2009). Member, Finance and Dividends Committee. Member, Investment Committee Retired Vice Chairman, Board of Directors and Worldwide Chairman, Medicines and Nutritionals Johnson & Johnson. Age 56.
JOHN R. STRANGFELD—Director (current term expires June, 2009). Chairman, Chief Executive Officer and President, Prudential. Age 55.
JAMES A. UNRUH—Director (current term expires June, 2009). Member, Audit Committee. Founding Principal, Alerion Capital Group, LLC. Mr. Unruh is also a director of CSG Systems International, Inc. (“CSG”), Tenet Healthcare Corporation, and Qwest Communications, Inc. Age 67.
22
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRINCIPAL OFFICERS **
EDWARD P. BAIRD—Executive Vice President, International Businesses, Prudential. Age 60.
SUSAN L. BLOUNT—Senior Vice President and General Counsel, Prudential. Age 51.
RICHARD J. CARBONE—Executive Vice President and Chief Financial Officer, Prudential. Age 61.
BERNARD J. JACOB—Senior Vice President and Treasurer, Prudential. Age 53.
KATHLEEN M. GIBSON—Vice President, Secretary and Corporate Governance Officer, Prudential. Age 54.
ROBERT C. GOLDEN— Executive Vice President, Prudential. Age 62.
MARK B. GRIER—Vice Chairman, Prudential. Age 56.
JOHN R. STRANGFELD—Chairman, Chief Executive Officer and President, Prudential. Age 55.
PETER B. SAYRE—Senior Vice President and Controller, Prudential. Age 55.
SHARON C. TAYLOR—Senior Vice President, Corporate Human Resources, Prudential. Age 55.
BERNARD B. WINOGRAD—Executive Vice President, U.S. Businesses, Prudential. Age 58.
| ** | Principal officers of The Prudential Insurance Company of America hold comparable positions with Prudential Financial, Inc. |
23
Code of Ethics
We have adopted a code of business conduct and ethics, known as “Making the Right Choices,” which applies to our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, as well as to our directors and other employees. Making the Right Choices is posted on Prudential Financial’s website atwww.investor.prudential.com. Our code of business conduct and ethics, any amendments and any waiver granted to any of our directors or executive officers are available free of charge on our website atwww.investor.prudential.com.
In addition, we have adopted Corporate Governance Guidelines, which we refer to as our “Corporate Governance Principles and Practices.” Our Corporate Governance Principles and Practices are available free of charge on our website at www.investor.prudential.com.
The Audit Committee of the Company consists of four members of its Board of Directors, who, in the business judgment of the Board of Directors, are independent within the meaning of SEC rules. In addition, the Board of Directors has determined that at least one member of the Audit Committee, Mr. Unruh, has the requisite experience to be designated an audit committee financial expert as that term is defined by rules of the SEC. Specifically, Mr. Unruh has accounting and financial management expertise, which he gained through his experience as Senior Vice President, Finance, of a New York Stock Exchange listed company, as well as experience in financial management positions in other organizations and other similar positions.
Additional information called for by this item is hereby incorporated by reference to the section entitled “Item 1: Election of Directors,” “Compliance with Section 16(a) of the Exchange Act,” “Corporate Governance,” “Committees of the Board of Directors—Audit Committee” and “Report of the Audit Committee” (except to the extent that portions of such report are permitted by SEC rules not to be so incorporated) in Prudential Financial’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 12, 2009, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the year ended December 31, 2008.
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 and Related Stockholder Matters
Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director Independence
See Related Transactions in Note 10 of Notes to Financial Statements of the Partnership on page F-23.
Additional information called for by this item is hereby incorporated by reference to the section entitled “Corporate Governance” in Prudential Financial’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 12, 2009, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the year ended December 31, 2008.
Item 14. Principal Accountant Fees and Services
The Audit Committee of the Board of Directors of Prudential Financial, Inc. has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prudential Financial, Inc. and certain of its domestic and international subsidiaries, including the Registrant. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent auditor. The specific information called for by this item is hereby incorporated by reference to the section entitled “Item 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” in the definitive proxy statement of Prudential Financial, Inc. for the Annual Meeting of Shareholders to be held on May 12, 2009, to be filed with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, 2008.
24
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (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 IV — Mortgage Loans On Real Estate | |||
| 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, 2007. 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 (3A) in Post-Effective Amendment No. 18 to Form S-1, Registration Statement No. 33-20083-01, filed April 14, 2005, and incorporated herein by reference. | ||
| 3.2 | Amended By-Laws of The Prudential Insurance Company of America, filed as Exhibit (3B) in Post-Effective Amendment No. 29 to Form N-6, Registration Statement No. 33-20000, filed April 21, 2006, and incorporated herein by reference. | ||
| 3.3 | Resolution of the Board of Directors establishing The Prudential Variable Contract Real Property Account, filed as Exhibit (3C) in Post-Effective Amendment No. 9 to Form S-1, Registration Statement No. 33-20083-01, filed April 9, 1997, and incorporated herein by reference. | ||
| 4.1 | Revised Individual Variable Annuity Contract filed as Exhibit (4A)( i) in Post-Effective Amendment No. 9 to Form S-1, Registration Statement No. 33-20083-01, filed April 9, 1997, and incorporated herein by reference. | ||
| 4.2 | Discovery Plus Contract, filed as Exhibit (4A)(ii) in Post-Effective Amendment No. 9 to Form S-1, Registration Statement No. 33-20083-01, filed April 9, 1997, and incorporated herein by reference. | ||
| 4.3 | Custom VAL (previously named Adjustable Premium VAL) Life Insurance Contracts with fixed death benefit, filed as Exhibit (4C)(i) in Post-Effective Amendment No. 19 to Form S-6, Registration Statement No. 33-20000, filed April 28, 1997, and incorporated herein by reference. | ||
| 4.4 | Custom VAL (previously named Adjustable Premium VAL) Life Insurance Contracts with variable death benefit, filed as Exhibit (4C)(ii) in Post-Effective Amendment No. 19 to Form S-6, Registration Statement No. 33-20000, filed April 28, 1997, and incorporated herein by reference. | ||
| 4.5 | Variable Appreciable Life Insurance Contracts with fixed death benefit, filed as Exhibit (4B)(i) in Post Effective Amendment No. 19 to Form S-6, Registration Statement No. 33-20000, filed April 28, 1997, and incorporated herein by reference. |
25
| 4.6 | Variable Appreciable Life Insurance Contracts with variable death benefit, filed as (4B)(ii) in Post Effective Amendment No. 19 to Form S-6, Registration Statement No. 33-20000, filed April 28, 1997, and incorporated herein by reference. | ||
| 9. | None. | ||
| 10.1 | Investment Management Agreement between Prudential Investment Management, Inc. and The Prudential Variable Contract Real Property Partnership, filed in Post-Effective Amendment No. 16 to Form S-1, Registration Statement No. 33-20083-01, filed April 10, 2003, and incorporated herein by reference. | ||
| 10.2 | Administrative Service Agreement among PIM, Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey, filed as Exhibit (10B) in Post-Effective Amendment No. 17 to Form S-1, Registration Statement No. 33-20083-01, filed April 14, 2004, and incorporated herein by reference. | ||
| 10.3 | Partnership Agreement of The Prudential Variable Contract Real Property Partnership filed as Exhibit (10C) in Post-Effective Amendment No. 9 to Form S-1, Registration Statement No. 33-20083-01, filed April 9, 1997, and incorporated herein by reference. | ||
| 11. | Not applicable. | ||
| 12. | Not applicable. | ||
| 16. | None. | ||
| 18. | None. | ||
| 22. | Not applicable. | ||
| 23. | None. | ||
| 24. | Powers of Attorney are filed herewith | ||
| 31.1 | Section 302 Certification of the Chief Executive Officer. | ||
| 31.2 | Section 302 Certification of the Chief Financial Officer. | ||
| 32.1 | Section 906 Certification of the Chief Executive Officer. | ||
| 32.2 | Section 906 Certification of the Chief Financial Officer. |
26
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)
in respect of
The Prudential Variable Contract Real Property Account
(Registrant)
| Date: March 20, 2009 | By: | /s/ Richard J. Carbone | ||
| Richard J. Carbone | ||||
| Executive Vice President and Chief Financial Officer (Authorized Signatory and Principal Financial 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 | ||
/s/ John R. Strangfeld | Chief Executive Officer, President and Director | March 20, 2009 | ||
/s/ Richard J. Carbone | Chief Financial Officer | March 20, 2009 | ||
/s/ Peter Sayre | Senior Vice President and Controller (Principal Accounting Officer) | March 20, 2009 |
27
| Signature | Title | Date | ||
/s/ Thomas J. Baltimore, Jr. | Director | March 20, 2009 | ||
/s/ Frederic K. Becker | Director | March 20, 2009 | ||
/s/ Gordon M. Bethune | Director | March 20, 2009 | ||
/s/ W. Gaston Caperton, III | Director | March 20, 2009 | ||
/s/ Gilbert F. Casellas | Director | March 20, 2009 | ||
/s/ James G. Cullen | Director | March 20, 2009 | ||
/s/ William H. Gray, III | Director | March 20, 2009 | ||
/s/ Mark B. Grier | Director | March 20, 2009 | ||
/s/ Jon F. Hanson | Director | March 20, 2009 | ||
/s/ Constance J. Horner | Director | March 20, 2009 | ||
/s/ Karl J. Krapek | Director | March 20, 2009 | ||
/s/ Christine A. Poon | Director | March 20, 2009 | ||
/s/ John R. Strangfeld | Director | March 20, 2009 | ||
/s/ James A. Unruh | Director | March 20, 2009 |
| By:* | ||||
| Thomas C. Castano | ||||
| (Attorney-in-Fact) | ||||
28
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
(Registrant)
(Registrant)
INDEX
| Page | ||||
| Financial Statements: | ||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-4 | ||||
| F-4 | ||||
| F-5 | ||||
B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP | ||||
| Financial Statements: | ||||
| F-13 | ||||
| F-14 | ||||
| F-15 | ||||
| F-16 | ||||
| F-17 | ||||
| F-18 | ||||
| F-19 | ||||
| F-21 | ||||
| Financial Statement Schedules: | ||||
| For the period ended December 31, 2008 | ||||
| F-33 | ||||
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
Management’s Annual Report on Internal Control Over Financial Reporting
Management of Prudential (together with its consolidated subsidiaries, the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an assessment of the effectiveness, as of December 31, 2008, of the Company’s internal control over financial reporting, based on the framework established inInternal Control — Integrated FrameworkIssued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment under that framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2008.
Our internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
March 20, 2009
F-2
Report of Independent Registered Public Accounting Firm
To the Contract Owners of
The Prudential Variable Contract Real Property Account
and the Board of Directors of
The Prudential Insurance Company of America
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, 2008 and 2007, and the results of its operations and the changes in its net assets for each of the three years in the period ended December 31, 2008, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
March 20, 2009
New York, New York
March 20, 2009
F-3
FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
STATEMENTS OF NET ASSETS
December 31, 2008 and 2007
December 31, 2008 and 2007
| 2008 | 2007 | |||||||
ASSETS | ||||||||
| Investment in The Prudential Variable Contract Real Property Partnership | $ | 86,786,975 | $ | 100,212,593 | ||||
| Net Assets | $ | 86,786,975 | $ | 100,212,593 | ||||
NET ASSETS,representing: | ||||||||
| Equity of contract owners | $ | 59,902,956 | $ | 72,012,128 | ||||
| Equity of The Prudential Insurance Company of America | 26,884,019 | 28,200,465 | ||||||
| $ | 86,786,975 | $ | 100,212,593 | |||||
| Units outstanding | 36,703,680 | 36,396,005 | ||||||
| Portfolio shares held | 2,741,864 | 2,741,864 | ||||||
| Portfolio net asset value per share | $ | 31.65 | $ | 36.55 | ||||
STATEMENTS OF OPERATIONS
For the years ended December 31, 2008, 2007 and 2006
For the years ended December 31, 2008, 2007 and 2006
| 2008 | 2007 | 2006 | ||||||||||
INVESTMENT INCOME | ||||||||||||
| Net investment income from Partnership operations | $ | 4,518,355 | $ | 5,137,153 | $ | 4,526,160 | ||||||
EXPENSES | ||||||||||||
| Charges to contract owners for assuming mortality risk and expense risk and for administration | 556,142 | 563,608 | 509,687 | |||||||||
NET INVESTMENT INCOME | 3,962,213 | 4,573,545 | 4,016,473 | |||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||||||
| Net change in unrealized gain (loss) on investments in Partnership | (17,943,973 | ) | 1,940,739 | 7,413,826 | ||||||||
| Net realized gain on sale of investments in Partnership | 0 | 271,584 | 27,482 | |||||||||
NET GAIN (LOSS) ON INVESTMENTS | (17,943,973 | ) | 2,212,323 | 7,441,308 | ||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | (13,981,760 | ) | $ | 6,785,868 | $ | 11,457,781 | |||||
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2008, 2007 and 2006
For the years ended December 31, 2008, 2007 and 2006
| 2008 | 2007 | 2006 | ||||||||||
OPERATIONS | ||||||||||||
| Net investment income | $ | 3,962,213 | $ | 4,573,545 | $ | 4,016,473 | ||||||
| Net change in unrealized gain (loss) on investments in Partnership | (17,943,973 | ) | 1,940,739 | 7,413,826 | ||||||||
| Net realized gain on sale of investments in Partnership | 0 | 271,584 | 27,482 | |||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | (13,981,760 | ) | 6,785,868 | 11,457,781 | ||||||||
CAPITAL TRANSACTIONS | ||||||||||||
| Net withdrawals by contract owners | (2,238,147 | ) | (904,047 | ) | (865,224 | ) | ||||||
| Net contributions by The Prudential Insurance Company of America | 2,794,289 | 1,467,655 | (1,006,825 | ) | ||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS | 556,142 | 563,608 | (1,872,049 | ) | ||||||||
TOTAL INCREASE (DECREASE) IN NET ASSETS | (13,425,618 | ) | 7,349,476 | 9,585,732 | ||||||||
NET ASSETS | ||||||||||||
| Beginning of period | 100,212,593 | 92,863,117 | 83,277,385 | |||||||||
| End of period | $ | 86,786,975 | $ | 100,212,593 | $ | 92,863,117 | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
Note 1: General
The Prudential Variable Contract Real Property Account (the “Account”) was established on November 20, 1986 by resolution of the Board of Directors of The Prudential Insurance Company of America (“Prudential” or the “Company”), which is an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”) as a separate investment account pursuant to New Jersey law and is registered under the Securities Act of 1933, as amended. The assets of the Account are segregated from Prudential’s other assets. The 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 Account are invested in The Prudential Variable Contract Real Property Partnership (the “Partnership”). 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 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 and Pronouncements
A. Basis of Accounting
The accompanying financial statements are prepared in conformity with U.S. GAAP. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This Statement does not require any new fair value measurements, but the application of this Statement could change current practices in determining fair value. The Account adopted this guidance effective January 1, 2008. The adoption of SFAS No. 157 has no effect on the Account’s financial position and results of operations. See Note 9 for more information on SFAS No. 157.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Account adopted this guidance effective January 1, 2008. The Account did not make a fair value option election for its existing debt. The adoption of SFAS No. 159 has no effect on the Account’s financial position and results of operations.
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations.” This statement, which addresses the accounting for business acquisitions, is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited, and generally applies to business acquisitions completed after December 31, 2008. Among other things, the new standard requires that all acquisition-related costs be expensed as incurred, and that all restructuring costs related to acquired operations be expensed as incurred. This new standard also addresses the current and subsequent accounting for assets and liabilities arising from contingencies acquired or assumed and, for acquisitions both prior and subsequent to December 31, 2008, requires the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. The Account is currently assessing the impact of SFAS No. 141R on its financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 160 will change the accounting for minority interests, which will be recharacterized as noncontrolling interests and classified by the parent company as a component of equity. This statement is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. Upon adoption, SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and prospective adoption for all other requirements. The Account is currently assessing the impact of SFAS No. 160 on its financial position and results of operations.
F-5
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
B. Investment in Partnership Interest
The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s market value. At December 31, 2008 and 2007 the Account’s interest in the Partnership was 40.6% or 2,741,864 shares.
C. Income Recognition
Net investment income and realized and unrealized gains and losses are recognized daily. Amounts are based upon the Account’s proportionate interest in the Partnership.
D. Equity of The Prudential Insurance Company of America
Prudential maintains a position in the Account for liquidity purposes, including unit purchases and redemptions, Partnership share transactions, and expense processing. The position does not affect contract owners’ accounts or the related unit values.
Note 3: Taxes
Prudential is taxed as a “life insurance company”, as defined by the Internal Revenue Code. The results of operations of the Account form a part of PFI’s consolidated federal tax return. Under current federal law, no federal income taxes are payable by the Account. As such, no provision for the tax liability has been recorded in these financial statements.
F-6
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
Note 4: Net Withdrawals by Contract Owners
Net contract owner withdrawals for the real estate investment option in Prudential’s variable insurance and variable annuity products for the years ended December 31, 2008, 2007 and 2006 were as follows:
2008:
| PVAL & PVAL | ||||||||||||
| VIP & | $100,000+ face | |||||||||||
| PDISCO+ | value | TOTAL | ||||||||||
| Contract Owner Net Payments: | $ | 6,963 | $ | 4,528,338 | $ | 4,535,301 | ||||||
| Policy Loans: | 0 | (1,868,168 | ) | (1,868,168 | ) | |||||||
| Policy Loan Repayments and Interest: | 0 | 1,370,568 | 1,370,568 | |||||||||
| Surrenders, Withdrawals, and Death Benefits: | (492,456 | ) | (3,690,570 | ) | (4,183,026 | ) | ||||||
| Net Transfers From/To Other Subaccounts or Fixed Rate Option: | 34,626 | 665,582 | 700,208 | |||||||||
| Administrative and Other Charges: | (1,282 | ) | (2,791,748 | ) | (2,793,030 | ) | ||||||
Net Withdrawals by Contract Owners | $ | (452,149 | ) | $ | (1,785,998 | ) | $ | (2,238,147 | ) | |||
2007:
| PVAL & PVAL | ||||||||||||
| VIP & | $100,000+ face | |||||||||||
| PDISCO+ | value | TOTAL | ||||||||||
| Contract Owner Net Payments: | $ | 8,130 | $ | 3,775,341 | $ | 3,783,471 | ||||||
| Policy Loans: | 0 | (1,455,672 | ) | (1,455,672 | ) | |||||||
| Policy Loan Repayments and Interest: | 0 | 1,242,605 | 1,242,605 | |||||||||
| Surrenders, Withdrawals, and Death Benefits: | (357,459 | ) | (2,555,663 | ) | (2,913,122 | ) | ||||||
| Net Transfers From/To Other Subaccounts or Fixed Rate Option: | 65,033 | 1,060,820 | 1,125,853 | |||||||||
| Administrative and Other Charges: | (1,274 | ) | (2,685,908 | ) | (2,687,182 | ) | ||||||
Net Withdrawals by Contract Owners | $ | (285,570 | ) | $ | (618,477 | ) | $ | (904,047 | ) | |||
2006:
| PVAL & PVAL | ||||||||||||
| VIP & | $100,000+ face | |||||||||||
| PDISCO+ | value | TOTAL | ||||||||||
| Contract Owner Net Payments: | $ | 7,765 | $ | 3,832,194 | $ | 3,839,959 | ||||||
| Policy Loans: | 0 | (1,337,252 | ) | (1,337,252 | ) | |||||||
| Policy Loan Repayments and Interest: | 0 | 1,216,739 | 1,216,739 | |||||||||
| Surrenders, Withdrawals, and Death Benefits: | (611,189 | ) | (2,485,769 | ) | (3,096,958 | ) | ||||||
| Net Transfers From/To Other Subaccounts or Fixed Rate Option: | 134,505 | 1,152,025 | 1,286,530 | |||||||||
| Administrative and Other Charges: | (1,390 | ) | (2,772,852 | ) | (2,774,242 | ) | ||||||
Net Withdrawals by Contract Owners | $ | (470,309 | ) | $ | (394,915 | ) | $ | (865,224 | ) | |||
F-7
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
Note 5: Unit Activity
Transactions in units for the years ended December 31, 2008, 2007 and 2006 were as follows:
2008:
| PVAL | ||||||||||||||||||||||||
| $100,000+ | ||||||||||||||||||||||||
| PDISCO+ | VIP | PVAL | face value | |||||||||||||||||||||
Company Contributions: | 1,542,396 | Contract Owner Contributions: | 16,953 | 40,638 | 1,259,052 | 1,220,472 | ||||||||||||||||||
Company Redemptions: | (395,329 | ) | Contract Owner Redemptions: | (134,494 | ) | (99,015 | ) | (1,694,232 | ) | (1,448,853 | ) | |||||||||||||
2007:
| $100,000+ | ||||||||||||||||||||||||
| PDISCO+ | VIP | PVAL | face value | |||||||||||||||||||||
Company Contributions: | 1,339,992 | Contract Owner Contributions: | 34,347 | 40,647 | 1,174,449 | 1,549,695 | ||||||||||||||||||
Company Redemptions: | (695,138 | ) | Contract Owner Redemptions: | (81,964 | ) | (104,016 | ) | (1,536,359 | ) | (1,414,704 | ) | |||||||||||||
2006:
| PVAL | ||||||||||||||||||||||||
| $100,000+ | ||||||||||||||||||||||||
| PDISCO+ | VIP | PVAL | face value | |||||||||||||||||||||
Company Contributions: | 1,289,694 | Contract Owner Contributions: | 61,105 | 42,871 | 1,371,500 | 1,814,985 | ||||||||||||||||||
Company Redemptions: | (1,567,945 | ) | Contract Owner Redemptions: | (208,442 | ) | (97,978 | ) | (1,589,371 | ) | (1,776,915 | ) | |||||||||||||
Note 6: 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, 2008, 2007 and 2006 were as follows:
| December 31, 2008 | December 31, 2007 | December 31, 2006 | ||||||||||
| Purchases: | $0 | $0 | $ | 0 | ||||||||
| Sales: | $0 | $0 | $ | (2,381,736 | ) | |||||||
F-8
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
Note 7: Financial Highlights
Prudential 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 table was developed by determining which products offered by Prudential have the lowest and highest total expense ratio. 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 table reflects contract owner units only.
| At year ended | For year ended | |||||||||||||||||||||||
| Investment | ||||||||||||||||||||||||
| Unit Value | Income | Expense Ratio ** | Total Return *** | |||||||||||||||||||||
| Units (000’s) | Lowest- Highest | Net Assets (000’s) | Ratio* | Lowest-Highest | Lowest-Highest | |||||||||||||||||||
| December 31, 2008 | 25,104 | $ | 2.22351 to 2.47629 | $ | 59,903 | 4.55 | % | 0.60% to 1.20% | -14.43% to -13.92% | |||||||||||||||
| December 31, 2007 | 25,943 | $ | 2.59836 to 2.87660 | $ | 72,012 | 5.28 | % | 0.60% to 1.20% | 6.63% to 7.27% | |||||||||||||||
| December 31, 2006 | 26,281 | $ | 2.43678 to 2.68168 | $ | 68,091 | 5.10 | % | 0.60% to 1.20% | 13.11% to 13.78% | |||||||||||||||
| December 31, 2005 | 26,664 | $ | 2.15433 to 2.35694 | $ | 60,797 | 4.64 | % | 0.60% to 1.20% | 11.82% to 12.48% | |||||||||||||||
| December 31, 2004 | 27,073 | $ | 1.92668 to 2.09540 | $ | 54,956 | 4.15 | % | 0.60% to 1.20% | 4.81% to 5.43% | |||||||||||||||
The table above reflects 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 11,599,873, 10,452,719, 9,807,865, 10,086,116 and 10,421,720 units representing $26,884,019, $28,200,465, $24,772,123, $22,480,400 and $20,733,052 of net assets as of December 31, 2008, 2007, 2006, 2005 and 2004, respectively. Charges for mortality risk, expense risk and administrative expenses are used by Prudential to purchase additional units in its account resulting in no impact to its net assets.
| * | 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 risk, expense risk and administrative 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. |
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 the risk that life insurance contract owners may not live as long as estimated or annuitants may live longer than estimated and expense risk is the risk that the cost of issuing and administering the policies may exceed related charges by Prudential. The mortality risk and expense risk charges are assessed through reduction in unit values.
F-9
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
B. Cost of Insurance and Other Related Charges
Contract owner contributions are subject to certain deductions prior to being invested in the Account. The deductions for PVAL and PVAL $100,000 + face value are (1) state premium taxes; (2) sales charges, up to 0.50%, 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 subject to charges on each basic premium for assuming a guaranteed minimum death benefit risk. This charge compensates Prudential for the risk that an insured may die at a time when the death benefit exceeds the benefit that would have been payable in the absence of a minimum guarantee. These charges are assessed through the redemption of units.
C. Deferred Sales Charge
A deferred sales charge, applicable to PVAL and PVAL $100,000 + face value and not to exceed 50% of the first year’s primary annual premium for PVAL contracts, 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 affect an annuity if three or more contract years have elapsed since the contract date, unless the annuity affected is an annuity certain. No sales charge is imposed upon death benefit payments or upon transfers made between subaccounts. This deferred sales charge is assessed through the redemption of units.
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. This charge is assessed through the redemption of units.
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 8: Related Party
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-10
NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2008
Note 9: Fair Value Disclosure
SFAS No. 157 establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level 1 — Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These generally provide the most reliable evidence and should be used to measure fair value whenever available.
Level 2 — Fair value is based on inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data.
Level 3 — Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.
The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s fair value which approximates the Partnership’s net asset value. Properties owned by the Partnership are illiquid and based on estimated fair value from property appraisal reports prepared by independent real estate appraisers as discussed in the notes to the Partnership’s audited financial statements.
The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the one most heavily relied upon is the one then recognized as the most appropriate by the independent appraiser for the type of real estate in the market.
In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments and debt are classified as Level 3 under SFAS157 fair value hierarchy. The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
F-11
Table 1:
| ($ in 000’s) | ||||||||||||||||
| Quoted Prices in | ||||||||||||||||
| Amounts | Active Markets for | Significant Other | Significant | |||||||||||||
| Measured at Fair | Identical Assets | Observable | Unobservable Inputs | |||||||||||||
| Assets: | 12/31/2008 | (Level 1) | Inputs (Level 2) | (Level 3) | ||||||||||||
| Investment in The Prudential Variable Contract Real Property Partnership | $ | 86,787 | $ | — | $ | — | $ | 86,787 | ||||||||
Total Assets | $ | 86,787 | $ | — | $ | — | $ | 86,787 | ||||||||
Table 2:
| ($ in 000’s) | ||||
| Fair Value Measurements | ||||
| Using Significant | ||||
| Unobservable Inputs | ||||
| (Level 3) | ||||
| Beginning balance @ 12/31/07 | $ | 100,213 | ||
| Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations | $ | (17,944 | ) | |
| Net Investment Income from Partnership operations | $ | 4,518 | ||
| Acquisition/Additions | — | |||
| Equity Income | — | |||
| Contributions | — | |||
| Disposition/Settlements | — | |||
| Equity losses | — | |||
| Distributions | — | |||
| Ending balance @ 12/31/08 | $ | 86,787 | ||
| The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date | $ | (17,944 | ) | |
F-12
Report of Independent Registered Public Accounting Firm
To the Partners of
The Prudential Variable Contract Real Property Partnership:
The Prudential Variable Contract Real Property Partnership:
In our opinion, the accompanying consolidated statements of assets and liabilities, including the schedule of real estate 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, 2008 and 2007, and the results of its operations, the changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2008 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 23, 2009
New York, New York
February 23, 2009
F-13
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules
Financial Statement Schedules
To the Partners of
The Prudential Variable Contract Real Property Partnership:
The Prudential Variable Contract Real Property Partnership:
Variable Contract Real Property Partnership:
Our audits of the consolidated financial statements referred to in our report dated February 23, 2009 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 23, 2009
New York, New York
February 23, 2009
F-14
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
| December 31, 2008 | December 31, 2007 | |||||||
ASSETS | ||||||||
| REAL ESTATE INVESTMENTS — At estimated fair value: | ||||||||
| Real estate and improvements (cost: 12/31/2008 — $245,808,214; 12/31/2007 — $236,466,116) | $ | 221,196,000 | $ | 254,394,053 | ||||
| Real estate partnerships and preferred equity investments (cost: 12/31/2008 — $14,324,204; 12/31/2007 — $14,523,934) | 11,796,716 | 14,523,934 | ||||||
| Total real estate investments | $ | 232,992,716 | $ | 268,917,987 | ||||
| CASH AND CASH EQUIVALENTS | 27,736,520 | 18,215,871 | ||||||
| OTHER ASSETS, NET | 2,936,037 | 3,033,040 | ||||||
| Total assets | $ | 263,665,273 | $ | 290,166,898 | ||||
LIABILITIES & PARTNERS’ EQUITY | ||||||||
| INVESTMENT LEVEL DEBT (net of unamortized discount: 12/31/08 $26,480; 12/31/07 $— ) | $ | 40,047,827 | $ | 32,121,712 | ||||
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 2,924,938 | 2,184,812 | ||||||
| DUE TO AFFILIATES | 851,595 | 901,371 | ||||||
| OTHER LIABILITIES | 978,342 | 920,454 | ||||||
| MINORITY INTEREST | 4,924,263 | 7,004,790 | ||||||
| Total liabilities | 49,726,965 | 43,133,139 | ||||||
| COMMITMENTS AND CONTINGENCIES PARTNERS’ EQUITY | 213,938,308 | 247,033,759 | ||||||
| Total liabilities and partners’ equity | $ | 263,665,273 | $ | 290,166,898 | ||||
| NUMBER OF SHARES OUTSTANDING AT END OF PERIOD | 6,758,960 | 6,758,960 | ||||||
| PER SHARE NET ASSET VALUE AT END OF PERIOD | $ | 31.65 | $ | 36.55 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-15
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
| INVESTMENT INCOME: | ||||||||||||
| Revenue from real estate and improvements | $ | 30,723,626 | $ | 29,094,968 | $ | 25,460,860 | ||||||
| Equity in income of real estate partnerships | 994,333 | 1,136,936 | 1,181,772 | |||||||||
| Interest and equity income on mortgage and other loans receivable | — | — | 125,510 | |||||||||
| Interest on short-term investments | 406,431 | 1,468,159 | 1,855,345 | |||||||||
| Total investment income | 32,124,390 | 31,700,063 | 28,623,487 | |||||||||
| INVESTMENT EXPENSES: | ||||||||||||
| Operating | 7,193,577 | 6,954,999 | 6,355,543 | |||||||||
| Investment management fee | 3,447,030 | 3,380,090 | 3,075,176 | |||||||||
| Real estate taxes | 2,957,947 | 2,466,704 | 2,069,169 | |||||||||
| Administrative | 5,927,773 | 4,056,557 | 3,923,413 | |||||||||
| Interest expense | 1,970,462 | 2,019,937 | 1,814,686 | |||||||||
| Minority interest | (510,583 | ) | 158,196 | 223,772 | ||||||||
| Total investment expenses | 20,986,206 | 19,036,483 | 17,461,759 | |||||||||
| NET INVESTMENT INCOME | 11,138,184 | 12,663,580 | 11,161,728 | |||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||||||||
| Net proceeds from real estate investments sold | — | 18,353,122 | 67,770 | |||||||||
| Less: Cost of real estate investments sold | — | 19,063,985 | — | |||||||||
| Gain (loss) realized from real estate investments sold | — | (710,863 | ) | 67,770 | ||||||||
| Less: Reversal of prior periods’ unrealized gain (loss) on real estate investments sold | — | (1,380,344 | ) | — | ||||||||
| Net gain (loss) recognized on real estate investments sold | — | 669,481 | 67,770 | |||||||||
| Unrealized gain (loss) on investments: | ||||||||||||
| Change in unrealized gain (loss) on real estate investments | (45,661,694 | ) | 5,620,864 | 20,294,808 | ||||||||
| Less: Minority interest in unrealized gain (loss) | (1,428,059 | ) | 836,750 | 2,010,573 | ||||||||
| Net unrealized gain (loss) on real estate investments | (44,233,635 | ) | 4,784,114 | 18,284,235 | ||||||||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS | (44,233,635 | ) | 5,453,595 | 18,352,005 | ||||||||
| INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | ($33,095,451 | ) | $ | 18,117,175 | $ | 29,513,733 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-16
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
| INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS: | ||||||||||||
| Net investment income | $ | 11,138,184 | $ | 12,663,580 | $ | 11,161,728 | ||||||
| Net gain (loss) realized and unrealized from real estate investments | (44,233,635 | ) | 5,453,595 | 18,352,005 | ||||||||
| Increase (decrease) in net assets resulting from operations | (33,095,451 | ) | 18,117,175 | 29,513,733 | ||||||||
| INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS: | ||||||||||||
| Withdrawals (2008- 0; 2007 -0; and 2006 -182,671 shares, respectively) | — | — | (6,000,000 | ) | ||||||||
| Increase (decrease) in net assets resulting from capital transactions | — | — | (6,000,000 | ) | ||||||||
| INCREASE (DECREASE) IN NET ASSETS | (33,095,451 | ) | 18,117,175 | 23,513,733 | ||||||||
| NET ASSETS — Beginning of period | 247,033,759 | 228,916,584 | 205,402,851 | |||||||||
| NET ASSETS — End of period | $ | 213,938,308 | $ | 247,033,759 | $ | 228,916,584 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-17
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net increase (decrease) in net assets from operations | ($33,095,451 | ) | $ | 18,117,175 | $ | 29,513,733 | ||||||
| Adjustments to reconcile net increase (decrease) in net assets to net cash from operating activities | ||||||||||||
| Net realized and unrealized loss (gain) | 44,233,635 | (5,453,595 | ) | (18,352,005 | ) | |||||||
| Amortization of deferred financing costs | 94,554 | 193,594 | — | |||||||||
| Distributions in excess of (less than) equity in income of real estate partnerships operations | 199,730 | 35,287 | (87,396 | ) | ||||||||
| Minority interest in consolidated partnerships | (510,583 | ) | 158,196 | 223,772 | ||||||||
| Bad debt expense | 1,139,238 | 101,185 | (239,380 | ) | ||||||||
| (Increase) decrease in: | ||||||||||||
| Other assets | (1,136,791 | ) | 166,010 | 37,951 | ||||||||
| Increase (decrease) in: | ||||||||||||
| Accounts payable and accrued expenses | 740,126 | (907,118 | ) | 546,878 | ||||||||
| Due to affiliates | (49,776 | ) | 111,482 | 28,963 | ||||||||
| Other liabilities | 57,888 | 43,967 | 404,151 | |||||||||
| Net cash flows from (used in) operating activities | 11,672,570 | 12,566,183 | 12,076,667 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Net proceeds from real estate investments sold | — | 18,353,122 | 67,770 | |||||||||
| Acquisition of real estate and improvements | — | (42,218,143 | ) | (14,797,730 | ) | |||||||
| Additions to real estate and improvements | (9,936,151 | ) | (3,554,451 | ) | (3,417,034 | ) | ||||||
| Contributions to real estate partnerships | — | — | (7,289,487 | ) | ||||||||
| Return of investment in real estate partnerships | — | — | 3,620,455 | |||||||||
| Collection of mortgage loan receivable | — | — | 4,277,769 | |||||||||
| Net cash flows from (used in) investing activities | (9,936,151 | ) | (27,419,472 | ) | (17,538,257 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Withdrawals | — | — | (6,000,000 | ) | ||||||||
| Proceeds from investment level debt | 24,016,161 | — | — | |||||||||
| Principal payments on investment level debt | (16,090,046 | ) | (588,776 | ) | (485,119 | ) | ||||||
| Contributions to minority interest partners | 80,000 | 294,143 | — | |||||||||
| Distributions to minority interest partners | (221,885 | ) | (35,739 | ) | (121,244 | ) | ||||||
| Net cash flows from (used in) financing activities | 7,784,230 | (330,372 | ) | (6,606,363 | ) | |||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 9,520,649 | (15,183,661 | ) | (12,067,953 | ) | |||||||
| CASH AND CASH EQUIVALENTS — Beginning of period | 18,215,871 | 33,399,532 | 45,467,485 | |||||||||
| CASH AND CASH EQUIVALENTS — End of period | $ | 27,736,520 | $ | 18,215,871 | $ | 33,399,532 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-18
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED SCHEDULE OF INVESTMENTS
| 2008 Total | ||||||||||||||||||||||
| Rentable | ||||||||||||||||||||||
| Square Feet | December 31, | |||||||||||||||||||||
| Unless Otherwise | 2008 | 2007 | ||||||||||||||||||||
| December 31, 2008 | Indicated | Estimated Fair | Estimated Fair | |||||||||||||||||||
| Property Name | Ownership | City, State | (Unaudited) | Cost | Value | Cost | Value | |||||||||||||||
OFFICES | ||||||||||||||||||||||
| 750 Warrenville | WO | Lisle, IL | 103,193 | $ | 25,218,777 | $ | 9,542,046 | $ | 24,512,521 | $ | 11,500,000 | |||||||||||
| Summit @ Cornell Oaks | WO | Beaverton , OR | 72,109 | 12,512,985 | 11,000,000 | 12,401,252 | 13,800,000 | |||||||||||||||
| Westpark | WO | Nashville, TN | 97,199 | 12,060,981 | 13,753,954 | 11,323,885 | 13,100,000 | |||||||||||||||
| Financial Plaza | WO | Brentwood, TN | 98,049 | 12,389,207 | 12,700,000 | 12,371,092 | 13,700,000 | |||||||||||||||
| Offices % as of 12/31/08 | 22% | 62,181,950 | 46,996,000 | 60,608,750 | 52,100,000 | |||||||||||||||||
APARTMENTS | ||||||||||||||||||||||
| Brookwood Apartments | WO | Atlanta, GA | 240 Units | 19,810,918 | 16,100,000 | 19,548,293 | 20,200,000 | |||||||||||||||
| Dunhill Trace Apartments | WO | Raleigh, NC | 250 Units | 16,433,544 | 16,600,000 | 16,375,037 | 19,800,000 | |||||||||||||||
| Broadstone Crossing | WO | Austin, TX | 225 Units | 22,732,363 | 25,000,000 | 22,723,849 | 27,100,000 | |||||||||||||||
| The Reserve At Waterford Lakes | WO | Charlotte, NC | 140 Units | 13,649,938 | 11,000,000 | 13,535,450 | 13,500,000 | |||||||||||||||
| Apartments % as of 12/31/08 | 32% | 72,626,763 | 68,700,000 | 72,182,629 | 80,600,000 | |||||||||||||||||
RETAIL | ||||||||||||||||||||||
| King’s Market | WO | Rosewell, GA | 314,358 | 37,893,595 | 14,100,000 | 37,883,222 | 24,700,000 | |||||||||||||||
| Hampton Towne Center | WO | Hampton, VA | 174,540 | 18,110,816 | 23,400,000 | 18,050,090 | 26,500,000 | |||||||||||||||
| White Marlin Mall | CJV | Ocean City, MD | 186,016 | 23,271,014 | 28,600,000 | 17,016,325 | 23,900,000 | |||||||||||||||
| Westminster Crossing East, LLC | CJV | Westminster, MD | 89,890 | 15,044,721 | 17,700,000 | 15,637,841 | 21,094,053 | |||||||||||||||
| Kansas City Portfolio | EJV | Kansas City, KS;MO | 487,660 | 13,595 | 13,595 | 140,911 | 140,911 | |||||||||||||||
| CARS Preferred Equity | PE | Various | N/A | 14,310,609 | 11,783,121 | 14,383,023 | 14,383,023 | |||||||||||||||
| Harnett Crossing | CJV | Dunn, NC | 193,235 | 6,366,767 | 3,900,000 | 5,958,844 | 7,200,000 | |||||||||||||||
| Retail % as of 12/31/08 | 47% | 115,011,117 | 99,496,716 | 109,070,256 | 117,917,987 | |||||||||||||||||
HOTEL | ||||||||||||||||||||||
| Portland Crown Plaza | CJV | Portland, OR | 161 Rooms | �� | 10,312,588 | 17,800,000 | 9,128,415 | 18,300,000 | ||||||||||||||
| Hotel % as of 12/31/08 | 8% | 10,312,588 | 17,800,000 | 9,128,415 | 18,300,000 | |||||||||||||||||
| Total Real Estate Investments as a Percentage of Net Assets as of 12/31/08 | 109% | $ | 260,132,418 | $ | 232,992,716 | $ | 250,990,050 | $ | 268,917,987 | |||||||||||||
| WO — | Wholly Owned Investment | |
| CJV — | Consolidated Joint Venture | |
| EJV — | Joint Venture Investment accounted for under the equity method | |
| PE — | Preferred equity investments accounted for under the equity method |
The accompanying notes are an integral part of these consolidated financial statements.
F-19
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED SCHEDULE OF INVESTMENTS
| December 31, 2008 | December 31, 2007 | |||||||||||||||||||
| Estimated | Estimated | |||||||||||||||||||
| Face Amount | Cost | Fair Value | Cost | Fair Value | ||||||||||||||||
CASH AND CASH EQUIVALENTS — Percentage of Net Assets | 13.0 | % | 7.4 | % | ||||||||||||||||
| Federal Home Loan Bank, 0 coupon bond, January, 2009 | $ | 1,000,000 | $ | 1,000,000 | $ | 1,000,000 | $ | 2,065,813 | $ | 2,065,813 | ||||||||||
| Federal Home Loan Bank, 0 coupon bond, January, 2009 | 4,446,932 | 4,446,932 | 4,446,932 | 4,998,313 | 4,998,313 | |||||||||||||||
| Federal Home Loan Bank, 0 coupon bond, January, 2009 | 1,999,985 | 1,999,985 | 1,999,985 | 9,997,633 | 9,997,633 | |||||||||||||||
| Federal Home Loan Bank, 0 coupon bond, February, 2009 | 18,831,977 | 18,831,977 | 18,831,977 | — | — | |||||||||||||||
Total Cash Equivalents | 26,278,894 | 26,278,894 | 17,061,759 | 17,061,759 | ||||||||||||||||
Cash | 1,457,626 | 1,457,626 | 1,154,112 | 1,154,112 | ||||||||||||||||
Total Cash and Cash Equivalents | $ | 27,736,520 | $ | 27,736,520 | $ | 18,215,871 | $ | 18,215,871 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
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 Partners may make additional daily cash contributions to or withdrawals from the Partnership in accordance with the provisions of the Partnership Agreement.
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 per share net asset 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 fair value of its assets, principally as described in Notes 2A, 2B and 2C below, reduced by any liabilities of the Partnership. The periodic adjustments to property values described in Notes 2A, 2B and 2C 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 per share net asset value of the Partnership’s net assets. Per share net asset value is calculated by dividing the net asset 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.
PREI ® is the real estate advisory unit of Prudential Investment Management, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial Inc. (“PFI”). PREI provides investment advisory services to the Partnership’s partners pursuant to the terms of the Advisory Agreement as described in Note 12.
Note 2: Summary of Significant Accounting Policies
| A. | Basis of Presentation— The accompanying consolidated financial statements of the Partnership have been presented on the fair value basis of accounting in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements of Partnership include wholly owned entities, and those real estate partnerships in which the Partnership has a controlling interest. All significant inter-company balances and transactions have been eliminated in consolidation. | ||
| B. | 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 amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
F-21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 2: Summary of Significant Accounting Policies (continued)
| C. | Accounting Pronouncements Adopted-The Partnership adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” an Interpretation of FASB Statement No. 109 as of January 1, 2007. This interpretation prescribes a comprehensive model for how a Partnership should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Partnership has taken or expects to take on a tax return. The adoption of FIN 48 had no effect to the financial position and result of operations of the Partnership. | ||
| In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This statement does not require any new fair value measurements, but the application of this statement could change current practices in determining fair value. | |||
| In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides partnerships with an option to report selected financial assets and liabilities at fair value. | |||
| SFAS No. 157 and SFAS No. 159 are effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted SFAS No. 157 and SFAS No. 159 effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The adoption of SFAS No. 157 and SFAS No. 159 did not have any effect on the Partnership’s consolidated financial position and results of operations. Please refer to Notes 2D and 5 for details. | |||
| D. | Real Estate Investments —Real estate investments are carried at fair value. Properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above and below market leases, in-place leases, and tenant relationships at the time of acquisition. | ||
| In general fair value estimates are based upon property 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, which is an indirectly owned subsidiary of PFI, is responsible to assure that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments. |
F-22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 2: Summary of Significant Accounting Policies (continued)
| D. | Real Estate Investments (continued) | ||
| The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. In accordance with SFAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the independent appraiser uses one or a combination of them, to come up with the approximated value for the type of real estate in the market. | |||
| In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments are classified as Level 3 (see Note 5 for detail) under SFAS 157 fair value hierarchy. | |||
| Unconsolidated real estate partnerships and preferred equity investments are carried at fair value and are generally valued at the Partnership’s equity in net assets as reflected in the partnerships’ financial statements with properties valued as described above. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses, including unrealized appreciation and depreciation, from the partnership. | |||
| As described above, the estimated fair value of real estate and real estate related assets is determined through an appraisal process. There continues to be significant disruptions in the global capital, credit and real estate markets. These disruptions have led to, among other things, a significant decline in the volume of transaction activity, in the fair value of many real estate and real estate related investments, and a significant contraction in short-term and long-term debt and equity funding sources. The decline in liquidity and prices of real estate and real estate related investments, as well as the availability of observable transaction data and inputs, may have made it more difficult to determine the fair value of such investments. As a result, these estimated fair 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. These differences could be material to the financial statements. Although the estimated fair values represent subjective estimates, management believes these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of December 31, 2008 and December 31, 2007. |
F-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 2: Summary of Significant Accounting Policies (continued)
| E. | Cash and Cash Equivalents —Cash and cash equivalent are comprised of all short-term investments and investments in money market funds with a maximum maturity of three months. Cash equivalents consist of investments in the Prudential Investment Liquidity Pool offered and managed by an affiliate of PFI and are accounted for at fair value. | ||
| F. | Other Assets— Restricted cash of $207,343 and $186,736 was maintained by the wholly owned and consolidated properties at December 31, 2008 and 2007, respectively, for tenant security deposits and is included in Other Assets on the Consolidated Statements of Assets and Liabilities. Other assets also include tenant receivables and are net of allowance for uncollectible accounts of $1,028,539 and $39,764 at December 31, 2008 and 2007, respectively. | ||
| G. | Investment Level Debt— Investment level debt is generally stated at the principal amount of the obligations outstanding, except for debt assumed. At times the Partnership may assume debt in connection with the purchase of real estate. For debt assumed, the Partnership allocates a portion of the purchase price to the below/above market debt and amortizes the premium/discount over the remaining life of the debt. Deferred financing costs related to debt were capitalized and amortized over the terms of the related obligations. | ||
| H. | Revenue and Expense Recognition —Revenue from real estate is recognized when earned in accordance with the terms of the respective leases. Operating expenses are recognized as incurred. 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 investments are stated at estimated fair value, net income is not reduced by depreciation or amortization expense. Interest expenses are accrued periodically based on the contractual interest rate and terms of the loans, which approximates the effective interest method. Interest expenses are included in Net Investment Income in the Statement of Operations. | ||
| I. | Equity in Income of Real Estate Partnerships- Equity in income of real estate partnerships 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 real estate investments, partnerships’ net income are 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. Any cash in excess of the amount of income generated from the underlying joint venture is treated as a return of the Partnership’s equity investment. | ||
| J. | 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. |
F-24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 2: Summary of Significant Accounting Policies (continued)
| K. | New Accounting Pronouncements- FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), was issued in January 2003. In December 2003, FASB issued a revised interpretation of FIN 46 (“FIN 46-R”) that supersedes FIN 46. FIN 46-R defers the effective date for applying the provisions of FIN 46 for those companies currently accounting for their investments in accordance with the AICPA Audit and Accounting Guide, “Audits of Investment Companies” (the “Audit Guide”). The FASB is currently considering modifying FIN 46-R to provide an exception for companies that apply the Audit Guide. The Partnership is awaiting further guidance from the FASB in order to evaluate the extent in which, if any, its investments may need to be consolidated as a result of this FIN 46-R. | ||
| In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the Audit Guide. SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a Staff Position indefinitely deferring the effective date. | |||
| In December 2007, FASB issued SFAS No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations”, and SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements, an Amendment to ARB No. 51” (“SFAS 160”). SFAS 141R expands the definition of a business and redefines the acquisition date in a merger and acquisition transaction. It significantly modifies the existing SFAS 141, including changes to acquisition related contingent consideration, pre-acquisition contingencies, non-controlling interest, restructuring costs, in-process R&D, goodwill and partial acquisition. SFAS 160 requires the non-controlling interest to be reported as a separate component of equity. It also changes the allocation of losses and accounting in step acquisitions. The provisions in SFAS 160 should be applied prospectively except for the presentation and disclosure requirements, which are required retrospectively for all periods presented. SFAS 141R and SFAS 160 are effective for the acquisitions closing after the first annual reporting period beginning after December 15, 2008. The Partnership is currently reviewing the provisions in SFAS 141R and SFAS 160, and no significant impact is expected from the adoption. |
Note 3: Reclassification
Certain prior period balances have been reclassified to conform with current period presentation. Such reclassifications had no effect on previously reported net assets.
Note 4: Disclosure of Supplemental Cash Flow Information and Non-Cash Investing and Financing Activity
Cash paid for interest during the years ended December 31, 2008, 2007 and 2006, was $1,878,870, $1,746,115 and $1,806,320, respectively.
F-25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 5: Fair Value Measurements
Fair Value Measurements:
SFAS 157 establishes a fair value measurement framework, provides a single definition of fair value and requires expanded disclosure summarizing fair value measurements. This statement provides a three-level hierarchy based on the inputs used in the valuation process. The level in the fair values hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows;
Level 1- Fair values is based on unadjusted quoted prices inactive markets that are accessible to the company for identical assets or liabilities. These generally provide the most reliable evidence and should be used tom measure fair value whenever available.
Level 2 — Fair value is based on inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data.
Level 3- Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.
For items classified as Level 3, a reconciliation of the beginning and ending balances, as shown in table 2 below, is also required.
Please refer to Note 2D for discussion of valuation methodology.
F-26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 5: Fair Value Measurements (continued)
Table 1 below summarizes the assets measured at fair value on a recurring basis and their respective position in the fair value hierarchy.
Table 1
(in 000’s)
Fair value measurements at December 31, 2008 using
Fair value measurements at December 31, 2008 using
| Amounts | Quoted prices in | |||||||||||||||
| measured at | active markets for | Significant other | Significant | |||||||||||||
| fair value | identical assets | observable | unobservable inputs | |||||||||||||
| Assets: | 12/31/2008 | (level 1) | inputs (level 2) | (level 3) | ||||||||||||
| Real estate and improvements | $ | 221,196 | $ | — | $ | — | $ | 221,196 | ||||||||
| Real estate partnerships and preferred equity investments | 11,797 | — | — | 11,797 | ||||||||||||
Total | $ | 232,993 | $ | — | $ | — | $ | 232,993 | ||||||||
As required under SFAS 157, table 2 below present a reconciliation of the beginning and ending balances for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2008.
Table 2
(in 000’s)
Fair value measurements using significant unobservable inputs
(Level 3)
Fair value measurements using significant unobservable inputs
(Level 3)
| Real estate and | ||||||||||||
| partnerships and | ||||||||||||
| Real estate and | preferred equity | |||||||||||
| improvements | investments | Total | ||||||||||
| Beginning balance @ 1/1/08 | $ | 254,394 | $ | 14,524 | $ | 268,918 | ||||||
| Net gains (losses) realized/unrealized included in earnings (or changes in net assets) | (43,134 | ) | (2,527 | ) | (45,661 | ) | ||||||
| Equity income (losses)/interest income | — | 994 | 994 | |||||||||
| Acquisitions/issuances/contributions | 9,936 | — | 9,936 | |||||||||
| Dispositions/settlements/distributions | — | (1,194 | ) | (1,194 | ) | |||||||
| Ending balance @ 12/31/08 | $ | 221,196 | $ | 11,797 | $ | 232,993 | ||||||
| Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date | $ | (43,134 | ) | $ | (2,527 | ) | $ | (45,661 | ) | |||
F-27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 6: Investment Level Debt
Investment level debt includes mortgage loans payable as summarized below (in 000’s):
| As of 12/31/08 | As of 12/31/07 | As of 12/31/08 | ||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||
| Partnership’s | ||||||||||||||||||||||||
| 100% Principal | Share of | 100% Principal | ||||||||||||||||||||||
| Balance | Principal Balance | Balance | Interest | Maturity | ||||||||||||||||||||
| Outstanding | Outstanding1 | Outstanding | Rate2, 3 | Date | Terms4 | |||||||||||||||||||
Mortgages of Wholly Owned Properties & Consolidated Partnerships | ||||||||||||||||||||||||
| Hampton, VA | $ | 7,284 | $ | 7,284 | $ | 7,778 | 6.75 | % | 2018 | PP, P&I | ||||||||||||||
| Ocean City, MD | 15,044 | 12,105 | 6,847 | Libor +225 | 2010 | I | ||||||||||||||||||
| Raleigh, NC | 9,000 | 9,000 | 8,750 | DMBS +142 | 2013 | I | ||||||||||||||||||
| Atlanta, GA | 8,746 | 8,746 | 8,747 | 4.90 | % | 2009 | PP, P&I | |||||||||||||||||
| Unamortized Premium (Discount) | (26 | ) | — | — | ||||||||||||||||||||
| Total | $ | 40,048 | $ | 37,135 | $ | 32,122 | ||||||||||||||||||
| 1. | 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, 2008. It does not represent the Partnership’s legal obligation. | |
| 2. | The Partnership’s weighted average interest rate was 5.78% and 6.14% at December 31, 2008 and 2007, 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 (1) above) divided by the Partnership’s share of total debt. | |
| 3. | At December 31, 2008, the 30 day LIBOR is .43625% and the DMBS is 3.28%. | |
| 4. | Loan Terms PP=Prepayment penalties applicable to loan, I=Interest only, P&I=Principal and Interest |
F-28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 6: Investment Level Debt (continued)
As of December 31, 2008 principal amounts of mortgage loans payable on wholly owned properties and consolidated partnerships are payable as follows:
| Year Ending December 31, | (in 000’s) | |||
| 2009 | $ | 9,277 | ||
| 2010 | 15,609 | |||
| 2011 | 604 | |||
| 2012 | 646 | |||
| 2013 | 9,463 | |||
| Thereafter | 4,475 | |||
| Total Principal Balance Outstanding | $ | 40,074 | ||
| Premium (Discount) | (26 | ) | ||
| Principal Balance Outstanding, net of premium (discount) | $ | 40,048 | ||
The mortgage loans payable of wholly owned properties and consolidated partnerships are secured by real estate investments with an estimated fair value of $84.7 million.
Based on borrowing rates available to the Partnership at December 31, 2008 for loans with similar terms and average maturities, the Partnership’s mortgages on wholly owned properties and consolidated partnerships have an estimated fair value of approximately $40 million, and a carrying value of $40 million. Different assumptions or changes in future market conditions could significantly affect estimated fair value.
Note 7: Financing, Covenant, and Repayment Risks:
In the normal course of business, the Partnership enters into loan agreements with certain lenders to finance its real estate investment transactions. Unfavorable economic conditions could increase related borrowing costs, limit access to the capital markets or result in a decision by lenders not to extend credit to the Partnership. There is no guarantee that the Partnership’s borrowing arrangements or ability to obtain leverage will continue to be available, or if available, will be available on terms and conditions acceptable to the Partnership. Further, these loan agreements contain, among other conditions, events of default and various covenants and representations. In the normal course of business, the Partnership may be in the process of renegotiating terms for loans outstanding that have passed their maturity dates. At December 31, 2008, the Partnership had no outstanding matured loans.
A decline in market value of the Partnership’s assets may also have particular adverse consequences in instances where the Partnership borrowed money based on the fair value of specific assets. A decrease in market value of these assets may result in the lender requiring the Partnership to post additional collateral or otherwise repay these loans.
In the event the Partnership’s current investment obligations are not refinanced or extended when they become due and/or the Partnership is required to repay such borrowings and obligations, management anticipates that the repayment of these obligations, will be provided by operating cash flow, new debt refinancing, and real estate investment sales.
F-29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 8: Significant Transactions
During 2008, the Partnership did not have any significant transactions in excess of $10 million.
Note 9: Concentration of Risk on Real Estate Investments
Concentration of risk on real estate investments represents the risk associated with investments that are concentrated in certain geographic regions and industries. The Partnership mitigates this risk by diversifying its investments in various regions and different types of real estate investments. Please refer to the Schedule of Investments for the Partnership’s diversification on the types of real estate investments.
At December 31, 2008, the Partnership had real estate investments located throughout the United States. The diversification of the Partnership’s holdings based on the estimated fair values and established NCREIF regions is as follows:
| Estimated | ||||||||
| Fair Value | ||||||||
| Region | (in 000’s) | Region % | ||||||
| East North Central | $ | 11,485 | 4.93 | % | ||||
| Mideast | 103,704 | 44.51 | % | |||||
| Mountain | 1,408 | 0.60 | % | |||||
| Northeast | 243 | 0.10 | % | |||||
| Pacific | 29,774 | 12.78 | % | |||||
| Southeast | 58,602 | 25.15 | % | |||||
| Southwest | 27,731 | 11.90 | % | |||||
| West North Central | 46 | 0.02 | % | |||||
| Total | $ | 232,993 | 100.00 | % | ||||
The allocations above are based on (1) 100% of the estimated fair value of wholly-owned properties and consolidated joint ventures, and (2) the estimated fair value of the Partnership’s net equity in non-consolidated ventures and preferred equity investments.
F-30
Note 10: 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 January 1, 2009 to March 31, 2025. At December 31, 2008, the aggregate future minimum base rental payments under non-cancelable operating leases for wholly owned and consolidated joint venture properties by year are as follows:
| Year Ending December 31, | (in 000’s) | |||
| 2009 | $ | 12,990 | ||
| 2010 | 11,774 | |||
| 2011 | 9,239 | |||
| 2012 | 6,833 | |||
| 2013 | 5,387 | |||
| Thereafter | 21,735 | |||
| Total | $ | 67,958 | ||
Note 11: 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, 2008, the cost basis of Prudential’s equity interest in the Partnership under this commitment (held through the Real Property Accounts) was $44.2 million. Prudential 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 Partnership’s management, the outcome of such matters will not have a significant effect on the financial position of the Partnership.
Note 12: Related Party Transactions
Pursuant to an investment management agreement, PIM 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, 2008, 2007 and 2006 management fees incurred by the Partnership were $3.4 million, $3.4 million and $3.1 million, for each of the years, respectively. The Partnership also reimburses PIM for certain administrative services rendered by PIM. The amounts incurred for the years ended December 31, 2008, 2007, and 2006 were $53,630, $53,630 and $146,930; respectively, and are classified as administrative expenses in the Consolidated Statements of Operations.
During the years ended December 31, 2008, 2007 and 2006, the Partnership made the following distributions to the Partners:
| Year Ended December 31, | (000’s) | |||
| 2008 | $ | — | ||
| 2007 | $ | — | ||
| 2006 | $ | 6,000 | ||
F-31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2008, 2007, and 2006
Note 13: Financial Highlights
| For The Twelve Months Ended December 31, | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Per Share(Unit) Operating Performance: | ||||||||||||||||||||
| Net Asset Value, beginning of period | $ | 36.55 | $ | 33.87 | $ | 29.59 | $ | 26.15 | $ | 24.66 | ||||||||||
Income From Investment Operations: | ||||||||||||||||||||
| Net investment income, before management fee | 2.15 | 2.37 | 2.07 | 1.67 | 1.44 | |||||||||||||||
| Investment Management fee | (0.51 | ) | (0.50 | ) | (0.45 | ) | (0.40 | ) | (0.36 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments | (6.54 | ) | 0.81 | 2.66 | 2.17 | 0.41 | ||||||||||||||
| Net Increase in Net Assets Resulting from Operations | (4.90 | ) | 2.68 | 4.28 | 3.44 | 1.49 | ||||||||||||||
Net Asset Value, end of period | $ | 31.65 | $ | 36.55 | $ | 33.87 | $ | 29.59 | $ | 26.15 | ||||||||||
Total Return, before Management Fee: | -12.14 | % | 9.44 | % | 16.03 | % | 14.76 | % | 7.61 | % | ||||||||||
Total Return, after Management Fee (a): | -13.40 | % | 7.91 | % | 14.46 | % | 13.15 | % | 6.06 | % | ||||||||||
Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets, end of period (in millions) | $ | 214 | $ | 247 | $ | 229 | $ | 205 | $ | 187 | ||||||||||
| Ratios to average net assets for the year ended (b): | ||||||||||||||||||||
| Total Portfolio Level Expenses | 1.44 | % | 1.55 | % | 1.51 | % | 1.46 | % | 1.43 | % | ||||||||||
| Net Investment Income, before Management Fee | 5.87 | % | 6.76 | % | 6.58 | % | 4.89 | % | 5.76 | % | ||||||||||
| (a) | Total Return, after management fee is calculated by geometrically 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 quarter net assets. |
F-32
| THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP | ||||||||||||||||||||||||||||||||||||||||
| SCHEDULE III — REAL ESTATE OWNED: PROPERTIES | ||||||||||||||||||||||||||||||||||||||||
| DECEMBER 31, 2008 | ||||||||||||||||||||||||||||||||||||||||
| Gross Amount at Which | ||||||||||||||||||||||||||||||||||||||||
| Initial Costs to the Partnership | Costs | Carried at Close of Year | ||||||||||||||||||||||||||||||||||||||
| Capitalized | ||||||||||||||||||||||||||||||||||||||||
| Encumbrances | Building & | Subsequent to | Building & | 2008 | Year of | Date | ||||||||||||||||||||||||||||||||||
| Description | at 12/31/08 | Land | Improvements | Acquisition | Land | Improvements | Sales | Total | Construction | Acquired | ||||||||||||||||||||||||||||||
| Properties: | ||||||||||||||||||||||||||||||||||||||||
| Office Building | ||||||||||||||||||||||||||||||||||||||||
| Lisle, IL | None | 1,780,000 | 15,743,881 | 7,694,896 | 1,949,206 | 23,269,571 | 25,218,777 | 1985 | Apr., 1988 | |||||||||||||||||||||||||||||||
| Garden Apartments | ||||||||||||||||||||||||||||||||||||||||
| Atlanta, GA | 8,746,000 | 3,631,212 | 11,168,904 | 5,010,802 | (b) | 4,937,369 | 14,873,549 | 19,810,918 | 1987 | Apr., 1988 | ||||||||||||||||||||||||||||||
| Retail Shopping Center | ||||||||||||||||||||||||||||||||||||||||
| Roswell, GA | None | 9,454,622 | 21,513,677 | 6,925,296 | 11,135,593 | 26,758,002 | 37,893,595 | 1988 | Jan., 1989 | |||||||||||||||||||||||||||||||
| Garden Apartments | ||||||||||||||||||||||||||||||||||||||||
| Raleigh, NC | 8,973,520 | (c) | 1,623,146 | 14,135,553 | 674,845 | 1,785,544 | 14,648,000 | 16,433,544 | 1995 | Jun., 1995 | ||||||||||||||||||||||||||||||
| Hotel | ||||||||||||||||||||||||||||||||||||||||
| Portland, OR | — | 1,500,000 | 6,508,729 | 2,303,859 | 1,500,000 | 8,812,588 | 10,312,588 | 1989 | Dec., 2003 | |||||||||||||||||||||||||||||||
| Office Building | ||||||||||||||||||||||||||||||||||||||||
| Nashville, TN | None | 1,797,000 | 6,588,451 | 3,675,530 | 1,855,339 | 10,205,642 | 12,060,981 | 1982 | Oct., 1995 | |||||||||||||||||||||||||||||||
| Office Building | ||||||||||||||||||||||||||||||||||||||||
| Beaverton, OR | None | 816,415 | 9,897,307 | 1,799,263 | 845,887 | 11,667,098 | 12,512,985 | 1995 | Dec., 1996 | |||||||||||||||||||||||||||||||
| Office Complex | ||||||||||||||||||||||||||||||||||||||||
| Brentwood, TN | None | 2,425,000 | 7,063,755 | 2,900,452 | 2,463,601 | 9,925,606 | 12,389,207 | 1987 | Oct., 1997 | |||||||||||||||||||||||||||||||
| Retail Shopping Center | ||||||||||||||||||||||||||||||||||||||||
| Hampton, VA | 7,284,195 | 2,339,100 | 12,767,956 | 3,003,760 | 4,839,418 | 13,271,398 | 18,110,816 | 1998 | May, 2001 | |||||||||||||||||||||||||||||||
| Retail Shopping Center | ||||||||||||||||||||||||||||||||||||||||
| Westminster, MD | — | 3,031,735 | 9,326,605 | 2,686,381 | 3,031,735 | 12,012,986 | 15,044,721 | 2005 | June, 2006 | |||||||||||||||||||||||||||||||
| Retail Shopping Center | ||||||||||||||||||||||||||||||||||||||||
| Ocean City, MD | 15,044,112 | 1,517,099 | 8,495,039 | 13,258,876 | 1,517,099 | 21,753,915 | 23,271,014 | 1986 | Nov., 2002 | |||||||||||||||||||||||||||||||
| Garden Apartments | ||||||||||||||||||||||||||||||||||||||||
| Austin, TX | — | 2,577,097 | 20,125,169 | 30,097 | 2,577,097 | 20,155,266 | 22,732,363 | 2007 | May, 2007 | |||||||||||||||||||||||||||||||
| Retail Shopping Center | ||||||||||||||||||||||||||||||||||||||||
| Dunn, NC | None | 586,500 | 5,372,344 | 407,923 | 586,500 | 5,780,267 | 6,366,767 | 1984 | Aug., 2007 | |||||||||||||||||||||||||||||||
| Garden Apartments | ||||||||||||||||||||||||||||||||||||||||
| Charlotte, NC | — | 1,350,000 | 12,184,750 | 115,188 | 1,350,000 | 12,299,938 | 13,649,938 | 1998 | Sep., 2007 | |||||||||||||||||||||||||||||||
| 40,047,827 | 34,428,926 | 160,892,120 | 50,487,168 | 40,374,388 | 205,433,826 | — | 245,808,214 | |||||||||||||||||||||||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
| (a | ) | Balance at beginning of year | 236,466,116 | 199,124,056 | 183,767,148 | ||||||||||
| Additions: | |||||||||||||||
| Acquistions | — | 42,218,143 | 12,358,340 | ||||||||||||
| Improvements, etc. | 9,936,151 | 3,179,960 | 2,998,568 | ||||||||||||
| Reclass of other real estate investments | — | 3,232,337 | — | ||||||||||||
| Deletions: | |||||||||||||||
| Sale | — | (11,288,380 | ) | — | |||||||||||
| Write off of uncollectible interest receivable | (594,053 | ) | — | — | |||||||||||
| Balance at end of year | 245,808,214 | 236,466,116 | 199,124,056 | ||||||||||||
| (b | ) | Net of $1,000,000 settlement received from lawsuit. | |||||||||||||
| (c | ) | Net of an unamortized discount of $26,480 | |||||||||||||
F-33