10-Q 1 d10q.htm PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT Pruco Life of New Jersey Variable Contract Real Property Account

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 033-20018

 

 

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

in respect of

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   22-2426091

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

213 Washington Street, Newark, New Jersey 07102-2992

(Address of principal executive offices) (Zip Code)

(973) 802-6000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ¨    No  ¨

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 definitions of “large accelerated filer, accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

Non-accelerated filer

 

x  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

 

 

 


PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

(Registrant)

INDEX

 

     Page

Forward Looking Statement Disclosure

   3

Part I - Financial Information

  

Item 1.

 

Financial Statements (Unaudited)

  

A. PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

  
 

Statements of Net Assets – September 30, 2009 and December 31, 2008

   4
 

Statements of Operations – Nine and Three Months Ended September 30, 2009 and 2008

   4
 

Statements of Changes in Net Assets – Nine and Three Months Ended September 30, 2009 and 2008

   4
 

Notes to the Financial Statements of the Real Property Account

   5

B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

  
 

Consolidated Statements of Assets and Liabilities – September 30, 2009 and December 31, 2008

   13
 

Consolidated Statements of Operations – Nine and Three Months Ended September 30, 2009 and 2008

   14
 

Consolidated Statements of Changes in Net Assets – Months Ended September 30, 2009 and 2008

   15
 

Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2009 and 2008

   16
 

Consolidated Schedules of Investments – September 30, 2009 and December 31, 2008

   17
 

Notes to Consolidated Financial Statements of the Partnership

   19

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   28

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   38

Item 4.

 

Controls and Procedures

   39

Part II - Other Information

  

Item 1A.

 

Risk Factors

   39

Item 4.

 

Submission of Matters to a Vote of Security Holders

   39

Item 6.

 

Exhibits

   39

Signatures

   40

 

2


Forward-Looking Statement Disclosure

Certain of the statements included in this Quarterly Report on Form 10-Q, 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 Pruco Life Insurance Company of New Jersey, or the “Company”, or the Pruco Life of New Jersey 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 ongoing severe economic conditions and the severe stress experienced by the financial markets since the second half of 2007 (2) interest rate fluctuations; (3) reestimates 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 ratings; (7) investment losses, defaults and counterparty non-performance; (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 period since the second half of 2007 has been characterized by extreme adverse market and economic conditions. The foregoing 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 our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 for our discussion of certain risks relating to the operation of the Partnership and investment in our securities.

 

3


FINANCIAL STATEMENTS OF

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

STATEMENTS OF NET ASSETS

September 30, 2009 and December 31, 2008

 

     September 30, 2009
(unaudited)
   December 31, 2008

ASSETS

     

Investment in The Prudential Variable Contract Real Property Partnership

   $ 7,271,062    $ 9,322,498
             

Net Assets

   $ 7,271,062    $ 9,322,498
             

NET ASSETS, representing:

     

Equity of contract owners

   $ 5,135,370    $ 6,493,703

Equity of Pruco Life Insurance Company of New Jersey

     2,135,692      2,828,795
             
   $ 7,271,062    $ 9,322,498
             

Units outstanding

     3,232,925      3,353,044
             

Portfolio shares held

     282,778      294,526

Portfolio net asset value per share

   $ 25.71    $ 31.65

 

STATEMENTS OF OPERATIONS

For the nine and three months ended September 30, 2009 and 2008

  

  

     1/1/2009-9/30/2009     1/1/2008-9/30/2008     7/1/2009-9/30/2009     7/1/2008-9/30/2008  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

INVESTMENT INCOME

        

Net investment income from Partnership operations

   $ 228,467      $ 367,686      $ 75,415      $ 104,689   
                                

EXPENSES

        

Charges to contract owners for assuming mortality risk and expense risk and for administration

     24,520        33,124        7,625        11,123   
                                

NET INVESTMENT INCOME

     203,947        334,562        67,790        93,566   
                                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net change in unrealized gain (loss) on investments in Partnership

     (1,769,224     (411,390     (420,891     (355,525

Net realized gain (loss) on sale of investments in Partnership

     (194,303     0        (194     0   
                                

NET GAIN (LOSS) ON INVESTMENTS

     (1,963,527     (411,390     (421,085     (355,525
                                

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ (1,759,580   $ (76,828   $ (353,295   $ (261,959
                                

STATEMENTS OF CHANGES IN NET ASSETS

For the nine and three months ended September 30, 2009 and 2008

  

  

     1/1/2009-9/30/2009     1/1/2008-9/30/2008     7/1/2009-9/30/2009     7/1/2008-9/30/2008  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

OPERATIONS

        

Net investment income

   $ 203,947      $ 334,562      $ 67,790      $ 93,566   

Net change in unrealized gain (loss) on investments in Partnership

     (1,769,224     (411,390     (420,891     (355,525

Net realized gain (loss) on sale of investments in Partnership

     (194,303     0        (194     0   
                                

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

     (1,759,580     (76,828     (353,295     (261,959
                                

CAPITAL TRANSACTIONS

        

Net (withdrawals) by contract owners

     (127,532     (102,804     (43,426     (48,629

Net contributions (withdrawals) by Pruco Life Insurance Company of New Jersey

     (164,324     135,928        51,051        59,752   
                                

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS

     (291,856     33,124        7,625        11,123   
                                

TOTAL INCREASE (DECREASE) IN NET ASSETS

     (2,051,436     (43,704     (345,670     (250,836

NET ASSETS

        

Beginning of period

     9,322,498        10,764,653        7,616,732        10,971,785   
                                

End of period

   $ 7,271,062      $ 10,720,949      $ 7,271,062      $ 10,720,949   
                                

The accompanying notes are an integral part of these financial statements.

 

4


NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2009

(Unaudited)

Note 1: General

Pruco Life of New Jersey Variable Contract Real Property Account (the “Account”) was established on October 30, 1987 by resolution of the Board of Directors of Pruco Life Insurance Company of New Jersey (“Pruco Life of New Jersey”), a wholly-owned subsidiary of the Prudential Insurance Company of America (“Prudential”), 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 Pruco Life of New Jersey’s other assets. The Account is used to fund benefits under certain variable life insurance and variable annuity contracts issued by Pruco Life of New Jersey. These products are Appreciable Life (“VAL”), Variable Life (“VLI”), Discovery Plus (“SPVA”), and Discovery Life Plus (“SPVL”).

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 annuity contracts. The Account, along with the Pruco Life Variable Contract Real Property Account and The Prudential Variable Contract Real Property Account, are the sole investors in the Partnership. These financial statements should be read in conjunction with the unaudited interim 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 accounting principles generally accepted in the United States of America (“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.

The interim financial data as of September 30, 2009 and for the nine and three months ended September 30, 2009 and 2008 is unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The Account has evaluated subsequent events through November 12, 2009, the date these financial statements were issued as part of this Quarterly Report on Form 10-Q.

In September 2006, the FASB issued authoritative guidance for fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This guidance does not require any new fair value measurements, but the application of this guidance could change current practices in determining fair value. This guidance is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Account’s adoption effective January 1, 2008 did not have any material effect on the Account’s financial position and result of operations. See Note 9 for more information on “Fair Value Measurements”.

In February 2007, the FASB issued authoritative guidance on fair value option for financial assets and financial liabilities, which provides entities with an option to report selected financial assets and liabilities at fair value. This guidance also amended certain provisions in the existing guidance for investments in debt and equity securities. This guidance 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’s adoption has no effect on the Account’s financial position and results of operations.

In December 2007, FASB revised authoritative guidance for business combinations, which expands the definition of a business and redefines the acquisition date in a merger and acquisition transaction. It significantly modifies the existing guidance for business combinations, including changes to acquisition related contingent consideration, preacquisition contingencies, non controlling interest, restructuring costs, in-process R&D, goodwill and partial acquisition. This guidance is effective for acquisitions closing after the first annual reporting period beginning after December 15, 2008. The Account adopted this guidance effective January 1, 2009. The Account’s adoption has no effect on the Account’s financial position and results of operations, but may have an effect on the accounting for future business combinations.

 

5


In December 2007, FASB revised the accounting, presentation and disclosure for noncontrolling interests in consolidated financial statements. This revised guidance 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 guidance is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. Upon adoption, the guidance requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and prospective adoption for all other requirements. The adoption of this guidance has no effect on the Account’s financial position and results of operations.

In April 2009, the FASB revised authoritative guidance on issued recognition and presentation of other-than-temporary impairments. This revision amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This revision also requires that the required annual disclosures for debt and equity securities be made for interim reporting periods. This revision does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This revision is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Account’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Account’s financial position or results of operations.

In April 2009, the FASB issued authoritative guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance also amends the disclosure requirements in interim and annual periods. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Account’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Account’s financial position or results of operations.

In April 2009, the FASB issued additional guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. This guidance requires an asset acquired or liability assumed in a business combination that arises from a contingency to be recognized at fair value at the acquisition date, if the acquisition date fair value of that asset or liability can be determined during the measurement period. If the acquisition date fair value of an asset acquired or liability assumed in a business combination that arises from a contingency cannot be determined during the measurement period, the asset or liability shall be recognized at the acquisition date using the guidance in accounting for contingencies. This guidance also amends disclosure requirements. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The Account’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Account’s financial position or results of operations.

In April 2009, the FASB issued additional guidance for interim disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted. The Account adopted this guidance within the interim period ending June 30, 2009. The Account’s adoption of this guidance did not have a material effect on the Account’s financial position or results of operations.

In May 2009, the FASB issued authoritative guidance for subsequent events. This guidance addresses the accounting for and disclosure of subsequent events not addressed in other applicable generally accepted accounting principles, including disclosure of the date through which subsequent events have been evaluated. This guidance is effective for interim or annual periods ending after June 15, 2009. The Account’s adoption of this guidance effective with the interim period ending June 30, 2009 did not have a material effect on the Account’s financial position or results of operations. The required disclosure of the date through which subsequent events have been evaluated is provided in Note 2A.

In July 2009, the FASB launched its Accounting Standards Codification (the “Codification), as the sole source of authoritative U.S. GAAP to be applied by nongovernmental entities. The Codification generally does not change the existing rules of U.S. GAAP but rather makes it easier to find and research U.S. GAAP applicable to a particular transaction or specific accounting issue. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety accounting topics and aggregates them in four common accounting areas. Topics within each category are further broken down into subtopics, sections and paragraphs. Accounting standards that are included in the Codification will be considered authoritative whereas those that are not included will be deemed non-authoritative. As a result, there are two levels of U.S. GAAP, authoritative and non-authoritative. The Codification is effective for financial statements that cover the interim and annual periods ending after September 15, 2009 and will impact the way the Account references U.S. GAAP accounting standards in the financial statements.

New Accounting Pronouncements

In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance includes techniques for measuring fair value when a quoted price in an active market for the identical liability is not available and clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of its fair value. This guidance is effective for the first reporting period (including interim periods) beginning after issuance. The Account is currently assessing the impact of this statement on the Account’s financial position, results of operations and financial statement disclosures.

In September 2009, the FASB issued updated guidance for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investments such as hedge funds, private equity funds, and venture capital funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) as a practical expedient if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guidance also requires new disclosures for each major category of alternative investments. It is effective for the first annual or interim reporting period ending after December 15, 2009, with early application permitted. The Account will adopt this guidance effective December 31, 2009. The Account is currently assessing the impact of this guidance on the Account’s financial position, results of operations and financial statement disclosures.

 

6


B. Investment in Partnership Interest

The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s fair value. At September 30, 2009 and December 31, 2008 the Account’s interest in the Partnership was 4.4% or 282,778 shares and 4.3% or 294,526 shares, respectively. Properties owned by the Partnership are illiquid and based on estimated fair value as discussed in the notes to the Partnership’s audited financial statements.

C. Income Recognition

Net investment income and realized and unrealized gains and losses are recognized daily for the Partnership. Amounts are based upon the Account’s proportionate interest in the Partnership.

D. Equity of Pruco Life Insurance Company of New Jersey

Pruco Life of New Jersey 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: 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 0.6%, 0.35%, 0.9% and 0.9% for VAL, VLI, SPVA and SPVL, 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 Pruco Life of New Jersey. The mortality risk and expense risk charges are assessed through reduction in unit values.

B. Administrative Charges

Administrative charges are determined daily using an effective annual rate of 0.35% applied daily against the net assets representing equity of contract owners held in each subaccount for SPVA and SPVL. Administrative charges include costs associated with issuing the contract, establishing and maintaining records, and providing reports to contract owners. The administrative charge is assessed through reduction in unit values.

C. 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 VAL and VLI are (1) state premium taxes; (2) sales charges, not to exceed 5% for VAL and 9% for VLI, which are deducted in order to compensate Pruco Life of New Jersey for the cost of selling the contract and (3) transaction costs, applicable to VAL, 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 Pruco Life of New Jersey 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.

D. Deferred Sales Charge

A deferred sales charge is imposed upon surrenders of certain variable life insurance contracts to compensate Pruco Life of New Jersey 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, but will not exceed 45% of one scheduled annual premium for VAL and 9% of the initial premium payment for SPVL. No sales charge will be imposed after the sixth and tenth year of the contract for SPVL and VAL, respectively. No sales charge will be imposed on death benefits. This deferred sales charge is assessed through the redemption of units.

E. Partial Withdrawal Charge

A charge is imposed by Pruco Life of New Jersey on partial withdrawals of the cash surrender value for VAL. 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.

Note 4: Taxes

Pruco Life of New Jersey 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.

 

7


Note 5: Net Contributions (Withdrawals) by Contract Owners

Net contract owner withdrawals for the real estate investment option in Pruco Life of New Jersey’s variable insurance and variable annuity products for the nine months ended September 30, 2009 and 2008, were as follows:

 

     Nine Months Ended September 30,
(Unaudited)
 
     2009     2008  

VAL

   $ (61,426   $ (114,134

VLI

     (40,748     (20,018

SPVA

     (18,456     32,000   

SPVL

     (6,902     (652
                

TOTAL

   $ (127,532   $ (102,804
                

Note 6: Partnership Distributions

As of September 30, 2009, the Partnership made a distribution of $8 million. The Pruco Life of New Jersey Account’s share of this distribution was $0.3 million. For the year ended December 31, 2008, the Partnership made no distributions.

Note 7: Unit Information

Outstanding units and unit values at September 30, 2009 and December 31, 2008 were as follows:

 

     September 30, 2009    December 31, 2008
     (Unaudited)     

Units Outstanding:

   3,232,925    3,353,044

Unit Value:

   1.93394 to 2.37404    2.40304 to 2.93018

Note 8: Financial Highlights

The range of total return for the nine months ended September 30, 2009 and 2008 was as follows:

 

     Nine Months Ended September 30,
(Unaudited)
     2009    2008

Total Return

   -19.52% to -18.98%    -1.33% to -0.67%

 

8


Note 9: Fair Value Disclosure

FASB guidance on fair value measurements and disclosures 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 independent appraiser uses one or a combination of them, to determine the approximated value for the type of real estate in the market.

 

9


In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; underlying investments in the Partnership are classified as Level 3 under the fair value hierarchy. The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

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 September 30, 2009 using

Assets:

   Amounts Measured
at Fair Value
09/30/2009
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)

Investment in The Prudential Variable Contract Real Property Partnership

   $ 7,271    $ —      $ —      $ 7,271
                           

Total Assets

   $ 7,271    $ —      $ —      $ 7,271
                           
     ($ in 000’s)
Fair Value Measurements at December 31, 2008 using

Assets:

   Amounts Measured
at Fair Value
12/31/2008
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)

Investment in The Prudential Variable Contract Real Property Partnership

   $ 9,322    $ —      $ —      $ 9,322
                           

Total Assets

   $ 9,322    $ —      $ —      $ 9,322
                           

 

10


Table 2 below provides 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 period ended September 30, 2009 and September 30, 2008.

Table 2:

 

     ($ in 000’s)
Fair Value Measurements
Using Significant
Unobservable Inputs for the
nine months ended
September 30, 2009

(Level 3)
 

Beginning balance @ 1/1/09

   $ 9,322   

Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations

   $ (1,963

Net Investment Income from Partnership operations

   $ 228   

Acquisition/Additions

     —     

Equity Income

     —     

Contributions

     —     

Disposition/Settlements

   $ (316

Equity losses

     —     

Distributions

     —     
        

Ending balance @ 09/30/09

   $ 7,271   
        

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in (realized\unrealized) gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date

   $ (1,963
        
     ($ in 000’s)
Fair Value Measurements
Using Significant
Unobservable Inputs for the
nine months ended
September 30, 2008
(Level 3)
 

Beginning balance @ 1/1/08

   $ 10,765   

Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations

   $ (412

Net Investment Income from Partnership operations

   $ 368   

Acquisition/Additions

     —     

Equity Income

     —     

Contributions

     —     

Disposition/Settlements

   $ —     

Equity losses

     —     

Distributions

     —     
        

Ending balance @ 09/30/08

   $ 10,721   
        

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in (realized\unrealized) gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date

   $ (412
        

 

11


Table 2: (cont.)

 

 

     ($ in 000’s)
Fair Value Measurements
Using Significant
Unobservable Inputs for the
three months ended
September 30, 2009
(Level 3)
 

Beginning balance @ 7/1/09

   $ 7,617   

Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations

   $ (421

Net Investment Income from Partnership operations

   $ 75   

Acquisition/Additions

     —     

Equity Income

     —     

Contributions

     —     

Disposition/Settlements

   $ —     

Equity losses

     —     

Distributions

     —     
        

Ending balance @ 09/30/09

   $ 7,271   
        

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in (realized\unrealized) gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date

   $ (421
        
     ($ in 000’s)
Fair Value Measurements
Using Significant
Unobservable Inputs for the
three months ended
September 30, 2008
(Level 3)
 

Beginning balance @ 7/1/08

   $ 10,972   

Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations

   $ (356

Net Investment Income from Partnership operations

   $ 105   

Acquisition/Additions

     —     

Equity Income

     —     

Contributions

     —     

Disposition/Settlements

   $ —     

Equity losses

     —     

Distributions

     —     
        

Ending balance @ 09/30/08

   $ 10,721   
        

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in (realized\unrealized) gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date

   $ (356
        

 

12


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

     September 30, 2009
(Unaudited)
   December 31, 2008

ASSETS

     

REAL ESTATE INVESTMENTS - At estimated fair value:

     

Real estate and improvements (cost: 09/30/2009 - $210,403,975; 12/31/2008 -$245,808,214)

   $ 167,499,987    $ 221,196,000

Real estate partnerships and preferred equity investments (cost: 09/30/2009—$14,253,922; 12/31/2008 - $14,324,204)

     10,297,830      11,796,716
             

Total real estate investments

   $ 177,797,817    $ 232,992,716

CASH AND CASH EQUIVALENTS

     33,183,323      27,736,520

OTHER ASSETS, NET

     2,756,576      2,936,037
             

Total assets

   $ 213,737,716    $ 263,665,273
             

LIABILITIES & PARTNERS’ EQUITY

     

INVESTMENT LEVEL DEBT (net of unamortized discount: 9/30/09 $3,185; 12/31/08 $26,480)

   $ 39,704,930    $ 40,047,827

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     3,819,087      2,924,938

DUE TO AFFILIATES

     638,217      851,595

OTHER LIABILITIES

     1,071,816      978,342
             

Total liabilities

     45,234,050      44,802,702
             

COMMITMENTS AND CONTINGENCIES

     

NET ASSETS, REPRESENTING PARTNERS’ EQUITY:

     

GENERAL PARTNERS’ CONTROLLING INTEREST

     166,154,104      213,938,308

NONCONTROLLING INTEREST

     2,349,562      4,924,263
             
     168,503,666      218,862,571
             

Total liabilities and partners’ equity

   $ 213,737,716    $ 263,665,273
             

NUMBER OF SHARES OUTSTANDING AT END OF PERIOD

     6,461,874      6,758,960
             

SHARE VALUE AT END OF PERIOD

   $ 25.71    $ 31.65
             

The accompanying notes are an integral part of these consolidated financial statements.

 

13


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     For the Nine Months Ended
September 30,
    For the Three Months Ended
September 30,
 
     2009     2008     2009     2008  

INVESTMENT INCOME:

        

Revenue from real estate and improvements

   $ 19,469,511      $ 23,205,896      $ 6,157,406      $ 7,809,725   

Equity in income of real estate partnerships

     776,724        721,587        255,006        211,724   

Interest on short-term investments

     32,551        344,807        11,862        113,428   
                                

Total investment income

     20,278,786        24,272,290        6,424,274        8,134,877   
                                

INVESTMENT EXPENSES:

        

Operating

     5,109,382        5,401,923        1,665,730        1,924,396   

Investment management fee

     2,017,562        2,608,842        624,809        877,672   

Real estate taxes

     2,109,217        2,173,562        640,192        691,942   

Administrative

     3,811,445        4,739,796        1,200,843        2,211,888   

Interest expense

     1,359,700        1,477,183        466,843        518,514   
                                

Total investment expenses

     14,407,306        16,401,306        4,598,417        6,224,412   
                                

NET INVESTMENT INCOME

     5,871,480        7,870,984        1,825,857        1,910,465   
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

        

Net proceeds from real estate investments sold

     9,655,626        —          —          —     

Less: Cost of real estate investments sold

     37,901,326        —          —          —     
                                

Gain (loss) realized from real estate investments sold

     (28,245,700     —          —          —     

Less: Reversal of prior periods’ unrealized gain (loss) on real estate investments sold

     (23,793,594     —          —          —     
                                

Net gain (loss) recognized on real estate investments sold

     (4,452,106     —          —          —     
                                

Unrealized gain (loss) on investments:

        

Change in unrealized gain (loss) on real estate investments

     (43,513,970     (9,744,277     (10,216,120     (8,818,256
                                

Net unrealized gain (loss) on real estate investments

     (43,513,970     (9,744,277     (10,216,120     (8,818,256
                                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS

     (47,966,076     (9,744,277     (10,216,120     (8,818,256
                                

Increase (decrease) in net assets resulting from operations

   $ (42,094,596   $ (1,873,293   $ (8,390,263   $ (6,907,791
                                

Amounts attributable to noncontrolling interest:

        

Net investment income attributable to noncontrolling interest

     636,552        (566,900     101,363        (491,998

Net unrealized gain (loss) attributable to noncontrolling interest

     (2,946,944     (303,455     (592,549     (659,452
                                

Net increase (decrease) in net assets resulting from operations attributable to the noncontrolling interest

   $ (2,310,392   $ (870,355   $ (491,186   $ (1,151,450
                                

Amounts attributable to general partners’ controlling interest:

        

Net investment income attributable to general partners’ controlling interest

     5,234,928        8,437,884        1,724,494        2,402,463   

Net realized gain (loss) attributable to general partners’ controlling interest

     (4,452,106     —          —          —     

Net unrealized gain (loss) attributable to general partners’ controlling interest

     (40,567,026     (9,440,822     (9,623,571     (8,158,804
                                

Net increase (decrease) in net assets resulting from operations attributable to general partners’ controlling interest

   $ (39,784,204   $ (1,002,938   $ (7,899,077   $ (5,756,341
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

14


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

     For the Nine Months Ended September 30,  
     2009     2008  
     General Partners’
Controlling Interest
    Noncontrolling
Interest
    Total     General Partners’
Controlling Interest
    Noncontrolling
Interest
    Total  

INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:

            

Net investment income

   $ 5,234,928      $ 636,552      $ 5,871,480      $ 8,437,884      $ (566,900   $ 7,870,984   

Net gain (loss) realized and unrealized from real estate investments

     (45,019,132     (2,946,944     (47,966,076     (9,440,822     (303,455     (9,744,277
                                                

Increase (decrease) in net assets resulting from operations

     (39,784,204     (2,310,392     (42,094,596     (1,002,938     (870,355     (1,873,293
                                                

INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS:

            

Withdrawals

     (8,000,000     —          (8,000,000     —          —          —     

Contributions from noncontrolling interest

     —          15,000        15,000        —          80,000        80,000   

Distributions to noncontrolling interest

     —          (279,309     (279,309     —          (146,229     (146,229
                                                

Increase (decrease) in net assets resulting from capital transactions

     (8,000,000     (264,309     (8,264,309     —          (66,229     (66,229
                                                

INCREASE (DECREASE) IN NET ASSETS

     (47,784,204     (2,574,701     (50,358,905     (1,002,938     (936,584     (1,939,522

NET ASSETS - Beginning of period

     213,938,308        4,924,263        218,862,571        247,033,759        7,004,790        254,038,549   
                                                

NET ASSETS - End of period

   $ 166,154,104      $ 2,349,562      $ 168,503,666      $ 246,030,821      $ 6,068,206      $ 252,099,027   
                                                

The accompanying notes are an integral part of these consolidated financial statements.

 

15


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the Nine Months Ended
September 30,
 
     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net increase in net assets from operations

   $ (42,094,596   $ (1,873,293

Adjustments to reconcile net increase in net assets to net cash from operating activities

    

Net realized and unrealized loss (gain)

     47,966,076        9,744,277   

Amortization of discount on investment level debt

     23,295        1,489   

Amortization of deferred financing costs

     46,010        63,913   

Distributions in excess of (less than) equity in income of real estate partnerships’ operations

     70,282        91,969   

Bad debt expense

     69,047        1,104,707   

(Increase) decrease in:

    

Other assets

     64,406        (1,947,610

Increase (decrease) in:

    

Accounts payable and accrued expenses

     894,149        825,735   

Due to affiliates

     (213,378     (10,291

Other liabilities

     93,474        151,144   
                

Net cash flows provided for (used in) operating activities

     6,918,765        8,152,040   
                

CASH FLOWS PROVIDED FOR INVESTING ACTIVITIES:

    

Net proceeds from real estate investments sold

     9,655,626        —     

Additions to real estate and improvements

     (2,497,087     (7,749,947
                

Net cash flows provided for (used in) investing activities

     7,158,539        (7,749,947
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Withdrawals

     (8,000,000     —     

Proceeds from investment level debt

     —          23,557,099   

Principal payments on investment level debt

     (366,192     (15,963,961

Contributions from noncontrolling interest partners

     15,000        80,000   

Distributions to noncontrolling interest

     (279,309     (146,229
                

Net cash flows provided for (used in) financing activities

     (8,630,501     7,526,909   
                

NET CHANGE IN CASH AND CASH

    

EQUIVALENTS

     5,446,803        7,929,002   

CASH AND CASH EQUIVALENTS - Beginning of period

     27,736,520        18,215,871   
                

CASH AND CASH EQUIVALENTS - End of period

   $ 33,183,323      $ 26,144,873   
                

The accompanying notes are an integral part of these consolidated financial statements.

 

16


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED SCHEDULE OF INVESTMENTS

 

Property Name

  

September 30,

2009 Ownership

  

City, State

   2009 Total Rentable
Square Feet
Unless Otherwise
Indicated
(Unaudited)
    September 30, 2009
(unaudited)
   December 31, 2008
           Cost    Estimated Fair
Value
   Cost    Estimated Fair
Value

OFFICES

                   

750 Warrenville

   WO    Lisle, IL    103,193      $ 25,568,055    $ 6,700,000    $ 25,218,777    $ 9,542,046

Summit @ Cornell Oaks

   WO    Beaverton , OR    72,109        12,585,402      8,800,000      12,512,985      11,000,000

Westpark

   WO    Nashville, TN    97,199        13,002,229      8,199,984      12,060,981      13,753,954

Financial Plaza

   WO    Brentwood, TN    98,049        12,563,493      9,800,000      12,389,207      12,700,000
                                       
      Offices % as of 9/30/09    20     63,719,179      33,499,984      62,181,950      46,996,000

APARTMENTS

                   

Brookwood Apartments

   WO    Atlanta, GA    240 Units        20,149,552      13,900,000      19,810,918      16,100,000

Dunhill Trace Apartments

   WO    Raleigh, NC    250 Units        16,493,732      15,000,000      16,433,544      16,600,000

Broadstone Crossing

   WO    Austin, TX    225 Units        22,815,992      21,000,000      22,732,363      25,000,000

The Reserve At Waterford Lakes

   WO    Charlotte, NC    140 Units        13,734,841      9,200,000      13,649,938      11,000,000
                                       
      Apartments % as of 9/30/09    36     73,194,117      59,100,000      72,626,763      68,700,000

RETAIL

                   

King’s Market

   WO    Rosewell, GA    Sold        —        —        37,893,595      14,100,000

Hampton Towne Center

   WO    Hampton, VA    174,540        18,125,200      19,100,000      18,110,816      23,400,000

White Marlin Mall

   CJV    Ocean City, MD    197,098        23,298,198      25,000,000      23,271,014      28,600,000

Westminster Crossing East, LLC

   CJV    Westminster, MD    89,890        15,044,877      13,600,000      15,044,721      17,700,000

Kansas City Portfolio

   EJV    Kansas City, KS;MO    Sold        —        —        13,595      13,595

CARS Preferred Equity

   PE    Various    N/A        14,253,922      10,297,833      14,310,609      11,783,121

Harnett Crossing

   CJV    Dunn, NC    194,327        6,392,692      3,200,000      6,366,767      3,900,000
                                       
      Retail % as of 9/30/09    43     77,114,889      71,197,833      115,011,117      99,496,716

HOTEL

                   

Portland Crown Plaza

   CJV    Portland, OR    161 Rooms        10,629,712      14,000,000      10,312,588      17,800,000
                                       
      Hotel % as of 9/30/09    8     10,629,712      14,000,000      10,312,588      17,800,000

Total Real Estate Investments as a Percentage of General Partners’ Controlling Interest as of 9/30/09

      107   $ 224,657,897    $ 177,797,817    $ 260,132,418    $ 232,992,716
                                       

 

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.

 

17


THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED SCHEDULE OF INVESTMENTS

 

          September 30, 2009
(unaudited)
    December 31, 2008  
     Face Amount    Cost    Estimated
Fair Value
    Cost    Estimated
Fair Value
 

CASH AND CASH EQUIVALENTS - Percentage of General Partner’s Controlling Interest

           20.0        13.0

Federal Home Loan Bank, 0 coupon bond, October 1, 2009

   $ 4,002,000    $ 4,002,000    $ 4,002,000      $ 1,000,000    $ 1,000,000   

Federal Home Loan Bank, 0 coupon bond, December 4, 2009

     4,998,875      4,998,533      4,998,533        4,446,932      4,446,932   

Federal Home Loan Bank, 0 coupon bond December 16, 2009

     1,999,367      1,999,367      1,999,367        1,999,985      1,999,985   

Federal Home Loan Bank, 0 coupon bond October 22, 2009

     19,997,958      19,997,958      19,997,958        18,831,977      18,831,977   
                                 

Total Cash Equivalents

        30,997,858      30,997,858        26,278,894      26,278,894   

Cash

        2,185,465      2,185,465        1,457,626      1,457,626   
                                 

Total Cash and Cash Equivalents

      $ 33,183,323    $ 33,183,323      $ 27,736,520    $ 27,736,520   
                                 

The accompanying notes are an integral part of these consolidated financial statements.

 

18


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

Note 1: Summary of Significant Accounting Policies

 

  A.

Basis of Presentation - The accompanying unaudited consolidated financial statements of The Prudential Variable Contract Real Property Partnership (the “Partnership”) included herein have been prepared in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America for interim financial information. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. For further information, refer to the audited consolidated financial statements and notes thereto included in each partner’s Annual Report on Form 10-K for the year ended December 31, 2008. The Partnership has evaluated subsequent events through November 12, 2009, the date these financial statements were issued as part of this Quarterly Report on Form 10-Q.

 

  B.

Accounting Pronouncements Adopted - The Partnership adopted the FASB interpretation guidance on accounting for uncertainty in income taxes 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 a partnership has taken or expects to take on a tax return. The adoption of this guidance had no effect to the financial position and result of operations of the Partnership.

In September 2006, the FASB issued authoritative guidance for fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This guidance does not require any new fair value measurements, but the application of this guidance could change current practices in determining fair value. This guidance is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership’s adoption effective January 1, 2008 did not have any material effect on the Partnership’s financial position and result of operations.

In February 2007, the FASB issued authoritative guidance on fair value option for financial assets and financial liabilities, which provides entities with an option to report selected financial assets and liabilities at fair value. This guidance also amended certain provisions in the existing guidance for investments in debt and equity securities. This guidance is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted this guidance effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The Partnership’s adoption did not have any effect on the Partnership’s consolidated financial position and results of operations. Please refer to Note 4 for details.

In December 2007, FASB revised authoritative guidance for business combinations, which expands the definition of a business and redefines the acquisition date in a merger and acquisition transaction. It significantly modifies the existing guidance for business combinations, including changes to acquisition related contingent consideration, preacquisition contingencies, noncontrolling interest, restructuring costs, in-process R&D, goodwill and partial acquisition. This guidance is effective for acquisitions closing after the first annual reporting period beginning after December 15, 2008. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations, but may have an effect on the accounting for future business combinations.

In December 2007, FASB revised the accounting, presentation and disclosure for noncontrolling interests in consolidated financial statements. This revised guidance requires noncontrolling interests to be reported as a separate component of equity. It also changes the allocation of losses and accounting in step acquisitions. The provisions in this revision should be applied prospectively except for the presentation and disclosure requirements, which are required retrospectively for all periods presented. This guidance is effective for the annual periods beginning after December 15, 2008. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations, but did affect financial statement presentation and disclosure. Noncontrolling interests, previously reported as a liability, are now required to be reported as a separate component of equity on the balance sheet, and totaled $4.9 million as of December 31, 2008. In addition, net income (loss) attributable to the noncontrolling interest, which was previously reported as an expense and reflected within Net Investment Income is now reported as a separate amount below “Increase (decrease) in Net Assets Resulting from Operations”, and totaled ($0.5) and ($0.6) million for the three and nine months ended September 30, 2008, respectively.

 

19


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 1: Summary of Significant Accounting Policies (continued)

 

  B.

Accounting Pronouncements Adopted (continued)

 

In April 2009, the FASB revised authoritative guidance on issued recognition and presentation of other-than-temporary impairments. This revision amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This revision also requires that the required annual disclosures for debt and equity securities be made for interim reporting periods. This revision does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This revision is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Partnership’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued authoritative guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance also amends the disclosure requirements in interim and annual periods. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Partnership’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued additional guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. This guidance requires an asset acquired or liability assumed in a business combination that arises from a contingency to be recognized at fair value at the acquisition date, if the acquisition date fair value of that asset or liability can be determined during the measurement period. If the acquisition date fair value of an asset acquired or liability assumed in a business combination that arises from a contingency cannot be determined during the measurement period, the asset or liability shall be recognized at the acquisition date using the guidance in accounting for contingencies. This guidance also amends disclosure requirements. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued additional guidance for interim disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted. The Partnership adopted this guidance within the interim period ending June 30, 2009. The Partnership’s adoption of this guidance did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In May 2009, the FASB issued authoritative guidance for subsequent events. This guidance addresses the accounting for and disclosure of subsequent events not addressed in other applicable United States Generally Accepted Accounting Principles (“U.S. GAAP”), including disclosure of the date through which subsequent events have been evaluated. This guidance is effective for interim or annual periods ending after June 15, 2009. The Partnership’s adoption of this guidance effective with the interim period ending June 30, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations. The required disclosure of the date through which subsequent events have been evaluated is provided in Note 1A.

In July 2009, the FASB launched its Accounting Standards Codification (the “Codification”), as the sole source of authoritative U.S. GAAP to be applied by nongovernmental entities. The Codification generally does not change the existing rules of U.S. GAAP but rather makes it easier to find and research U.S. GAAP applicable to a particular transaction or specific accounting issue. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety accounting topics and aggregates them in four common accounting areas. Topics within each category are further broken down into subtopics, sections and paragraphs. Accounting standards that are included in the Codification will be considered authoritative whereas those that are not included will be deemed non-authoritative. As a result, there are two levels of U.S. GAAP, authoritative and non-authoritative. The Codification is effective for financial statements that cover the interim and annual periods ending after September 15, 2009 and will impact the way the Partnership references U.S. GAAP accounting standards in the financial statements.

 

20


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 1: Summary of Significant Accounting Policies (continued)

 

  C.

New Accounting Pronouncements

In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance includes techniques for measuring fair value when a quoted price in an active market for the identical liability is not available and clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of its fair value. This guidance is effective for the first reporting period (including interim periods) beginning after issuance. The Partnership will adopt this guidance effective with the annual reporting period ended December 31, 2009. The Partnership is currently assessing the impact of this statement on the Partnership’s consolidated financial position, results of operations, and financial statement disclosures.

In September 2009, the FASB issued updated guidance for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investments such as hedge funds, private equity funds, and venture capital funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) as a practical expedient if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guidance also requires new disclosures for each major category of alternative investments. It is effective for the first annual or interim reporting period ending after December 15, 2009, with early application permitted. The Partnership will adopt this guidance effective December 31, 2009. The Partnership is currently assessing the impact of this guidance on the Partnership’s consolidated financial position, results of operations, and financial statement disclosures.

Note 2: 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 3: Disclosure of Supplemental Cash Flow Information and Non-Cash Investing and Financing Activity

Cash paid for interest during the nine months ended September 30, 2009, and 2008, was $1,313,693 and $1,413,270, respectively.

 

21


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 4: Fair Value Measurements

Valuation Methods

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.

The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. In accordance with the FASB guidance on fair value measurements and disclosures, 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 determine the approximated value for the type of real estate in the market.

Fair Value Measurements:

FASB guidance on fair value measurements and disclosures establishes a fair value measurement framework, provides a single definition of fair value and requires expanded disclosure summarizing fair value measurements. This guidance 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 value is based on unadjusted quoted prices inactive markets that are accessible to the entity 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 entity’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.

 

22


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 4: 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 September 30, 2009 using

Assets:

   Carrying
amount at
9/30/09
   Amounts
measured at
fair value
9/30/09
   Quoted prices
in active
markets for
identical assets
(level 1)
   Significant
other
observable
inputs (level 2)
   Significant
unobservable
inputs (level 3)

Real estate and improvements

   $ 210,404    $ 167,500    $ —      $ —      $ 167,500

Real estate partnerships and preferred equity investments

     14,254      10,298      —        —        10,298
                                  

Total

   $ 224,658    $ 177,798    $ —      $ —      $ 177,798
                                  
          (in 000’s)
          Fair value measurements at December 31, 2008 using

Assets:

   Carrying
amount at
12/31/08
   Amounts
measured at
fair value
12/31/2008
   Quoted prices
in active
markets for
identical assets
(level 1)
   Significant
other
observable
inputs (level 2)
   Significant
unobservable
inputs (level 3)

Real estate and improvements

   $ 245,808    $ 221,196    $ —      $ —      $ 221,196

Real estate partnerships and preferred equity investments

     14,324      11,797      —        —        11,797
                                  

Total

   $ 260,132    $ 232,993    $ —      $ —      $ 232,993
                                  

 

23


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 4: Fair Value Measurements (continued)

 

Table 2 below provides 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 period ended September 30, 2009 and September 30, 2008.

Table 2

(in 000’s)

Fair value measurements using significant unobservable inputs

for the nine months ending September 30, 2009

(Level 3)

 

     Real estate and
improvements
    Real estate and
partnerships and
preferred equity
investments
    Total  

Beginning balance @ 1/1/09

   $ 221,196      $ 11,797      $ 232,993   

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)

     (46,537     (1,429     (47,966

Equity income (losses)/interest income

     —          777        777   

Purchases, issuances and settlements

     (7,159     (847     (8,006
                        

Ending balance @ 9/30/09

   $ 167,500      $ 10,298      $ 177,798   
                        

Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date

   $ (42,085   $ (1,429   $ (43,514
                        

(in 000’s)

Fair value measurements using significant unobservable inputs

for the nine months ending September 30, 2008

(Level 3)

 

     Real estate and
improvements
    Real estate and
partnerships and
preferred equity
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)

     (8,931     (813     (9,744

Equity income (losses)/interest income

     —          722        722   

Purchases, issuances and settlements

     7,750        (814     6,936   
                        

Ending balance @ 9/30/08

   $ 253,213      $ 13,619      $ 266,832   
                        

Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date

   $ (8,931   $ (813   $ (9,744
                        

 

24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 4: Fair Value Measurements (continued)

 

(in 000’s)

Fair value measurements using significant unobservable inputs

for the three months ending September 30, 2009

(Level 3)

 

     Real estate and
improvements
    Real estate and
partnerships and
preferred equity
investments
    Total  

Beginning balance @ 7/1/09

   $ 176,200      $ 10,489      $ 186,689   

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)

     (10,078     (138     (10,216

Equity income (losses)/interest income

     —          255        255   

Purchases, issuances and settlements

     1,378        (308     1,070   
                        

Ending balance @ 9/30/09

   $ 167,500      $ 10,298      $ 177,798   
                        

Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date

   $ (10,078   $ (138   $ (10,216
                        

(in 000’s)

Fair value measurements using significant unobservable inputs

for the three months ending September 30, 2008

(Level 3)

 

     Real estate and
improvements
    Real estate and
partnerships and
preferred equity
investments
    Total  

Beginning balance @ 7/1/08

   $ 260,381      $ 13,908      $ 274,289   

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)

     (8,590     (229     (8,819

Equity income (losses)/interest income

     —          212        212   

Purchases, issuances and settlements

     1,422        (272     1,150   
                        

Ending balance @ 9/30/08

   $ 253,213      $ 13,619      $ 266,832   
                        

Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date

   $ (8,590   $ (229   $ (8,819
                        

 

25


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 5: Investment Level Debt

Investment level debt includes mortgage loans payable on wholly owned properties and consolidated partnerships and is stated at the principal amount of the obligations outstanding. 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.

Based on borrowing rates available to the Partnership at September 30, 2009 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 6: Risk

A. Valuation Risk

There continue 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 in 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 these differences could be material to the financial statements. Although the estimated fair values represent subjective estimates, management believes that these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate are fairly presented as of September 30, 2009 and December 31, 2008.

B. 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 September 30, 2009 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 portfolio and 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.

Note 7: Commitments and Contingencies

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 the Partnership’s management, the outcome of such matters will not have a significant effect on the financial position of the Partnership.

 

26


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2009 and December 31, 2008

 

Note 8: Related Party Transactions

Pursuant to an investment management agreement, Prudential Investment Management, Inc. (“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 nine months ended September 30, 2009 and 2008, management fees incurred by the Partnership were $2,017,562 and $2,608,842, respectively.

The Partnership also reimburses PIM for certain administrative services rendered by PIM. The amounts incurred for each of the nine months ended September 30, 2009 and 2008 were $40,222 and $40,222, respectively, and are classified as administrative expenses in the Consolidated Statements of Operations.

Note 9: Financial Highlights

 

     For The Nine Months Ended September 30,  
     2009     2008     2007     2006     2005  

Per Share(Unit) Operating Performance:

          

Net Asset Value attributable to general partners’ controlling interest, beginning of period

   $ 31.65      $ 36.55      $ 33.87      $ 29.59      $ 26.15   

Income From Investment Operations:

          

Net investment income attributable to general partners’ controlling interest, before management fee

     1.09        1.55        1.71        1.50        1.22   

Investment Management fee attributable to general partners’ controlling interest

     (0.30     (0.39     (0.37     (0.33     (0.29

Net realized and unrealized gain (loss) on investments attributable to general partners’ controlling interest

     (6.73     (1.31     0.89        2.07        2.05   
                                        

Net Increase in Net Assets Resulting from Operations attributable to general partners’ controlling interest

     (5.94     (0.15     2.23        3.24        2.98   
                                        

Net Asset Value attributable to general partners’ controlling interest, end of period

   $ 25.71      $ 36.40      $ 36.10      $ 32.83      $ 29.13   
                                        

Total Return attributable to general partners’ controlling interest, before Management Fee:

     -17.85     0.64     7.70     12.14     12.58

Total Return attributable to general partners’ controlling interest, after Management Fee (a):

     -18.75     -0.41     6.58     10.96     11.39

Ratios/Supplemental Data:

          

Net Assets attributable to general partners’ controlling interest, end of period (in millions)

   $ 166      $ 246      $ 244      $ 222      $ 208   

Ratios to average net assets for the period ended (b):

          

Total Portfolio Level Expenses

     1.23     1.08     1.15     1.15     1.10

Net Investment Income, before Management Fee

     3.76     4.20     5.02     4.87     3.04

 

(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.

Note 10: Subsequent Event

On October 1, 2009, the Partnership paid in full the outstanding investment level debt balance and accrued interest related to the Brookwood Apartments in the amount of $8,782,013.

 

27


ITEM 2. 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 unaudited Consolidated Financial Statements of the Account and the Partnership and the related Notes included in this filing.

(a) Liquidity and Capital Resources

As of September 30, 2009, the Partnership’s liquid assets, consisting of cash and cash equivalents, were approximately $33.2 million, an increase of approximately $5.5 million from $27.7 million at December 31, 2008. The increase was primarily due to cash flows received from the Partnership’s operating activities and the disposition of a retail asset, as discussed below. Partially offsetting this increase were capital expenditures to existing properties and a distribution to the Partners, as detailed below. Sources of liquidity included net cash flow from property operations, financings, dispositions, 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 September 30, 2009, approximately 15.5% of the Partnership’s total assets consisted of cash and cash equivalents.

The Partnership disposed of a retail center in Roswell, Georgia during the nine months ended September 30, 2009. The property sold for net proceeds of approximately $9.7 million. Also during the period, the Partnership made distributions to its Partners totaling $8.0 million. As of September 30, 2009, the Partnership had reserved approximately $8.8 million to pay off the loan secured by the apartment property in Atlanta, Georgia, which was paid on October 1, 2009.

During the nine months ended September 30, 2009, the Partnership spent approximately $2.5 million on capital improvements to various existing properties. Approximately $0.9 million was associated with leasing commissions and capital upgrades at the office property in Brentwood, Tennessee; approximately $0.3 million was spent on property upgrades and leasing costs at the office property in Lisle, Illinois; approximately $0.3 million funded renovations and repairs at the apartment property in Atlanta, Georgia; approximately $0.3 million contributed to renovations and exterior upgrades at the hotel property in Lake Oswego, Oregon; and approximately $0.2 million financed a parking lot expansion at the office property in Brentwood, Tennessee. The remaining $0.5 million was associated with minor capital improvements and transaction costs associated with leasing expenses of various other properties.

 

28


(b) Results of Operations

The following is a comparison of the Partnership’s results of operations for the nine and three-month periods ended September 30, 2009, and 2008.

Net Investment Income Overview

The Partnership’s net investment income attributable to the general partners’ controlling interest for the nine months ended September 30, 2009 was approximately $5.2 million, a decrease of approximately $3.2 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest resulted primarily from a $1.3 million decline in the retail sector investments’ net investment income from the prior year period. Additionally the office, apartment, and hotel sector investments’ net investment incomes declined approximately $0.9 million, $0.5 million, and $0.5 million from the prior year period, respectively. The components of this net investment income and/or loss attributable to the general partners’ controlling interest are discussed below by investment type.

The Partnership’s net investment income attributable to the general partners’ controlling interest for the quarter ended September 30, 2009 was approximately $1.7 million, a decrease of approximately $0.7 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest was primarily attributable to the $0.5 million decline in the office sector investments’ net investment income from the prior year period. Additionally the hotel and apartment sector investments’ net investment incomes attributable to the general partners’ controlling interest declined approximately $0.2 million and $0.1 million from the prior year period, respectively. Partially offsetting this decline was a decrease in other net investment losses attributable to the general partners’ controlling interest of approximately $0.1 million from the prior year period. The components of this net investment income and/or loss attributable to the general partners’ controlling interest are discussed below by investment type.

Valuation Overview

The Partnership recognized a loss attributable to the general partners’ controlling interest of $4.5 million for the nine-month period ended September 30, 2009, compared with no realized gains or losses attributable to the general partners’ controlling interest for the prior year period. The loss was a result of a disposition of an asset at a price below the appraised gross market value of the Partnership’s retail property in Roswell, Georgia.

The Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $40.6 million for the nine months ended September 30, 2009, compared with a net unrealized loss attributable to the general partners’ controlling interest of approximately $9.4 million for the prior year period. The net unrealized loss attributable to the general partners’ controlling interest for the nine months ended September 30, 2009 was due to property valuation declines across all property sectors.

The Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $9.6 million for the quarter ended September 30, 2009, compared with a net unrealized loss attributable to the general partners’ controlling interest of approximately $8.2 million for the prior year period. The net unrealized loss attributable to the general partners’ controlling interest for the quarter ended September 30, 2009 was a result of property valuation declines in the retail, office, hotel, and apartment sector investments of approximately $4.7 million, $3.5 million, $0.8 million, and $0.7 million, respectively. The net unrealized losses attributable to the general partners’ controlling interest for the nine and three-month periods ended September 30, 2009, respectively, were attributable to valuation declines in all property sectors primarily due to increased investment rates suggesting an industry-wide repricing. Investment rates include direct and terminal capitalization rates (average increases for the Partnership of 86 and 55 basis points, respectively, from the period ended December 31, 2008), and discount rates (average increase for the Partnership of 72 basis points from the period ended December 31, 2008), 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.

 

29


The following table presents a comparison of the Partnership’s sources of net investment income attributable to the general partners’ controlling interest, and realized and unrealized gains or losses attributable to the general partners’ controlling interest by investment type for the nine and three-month periods ended September 30, 2009 and 2008.

 

     Nine Months Ended September 30,     Three Months Ended September 30,  
     2009     2008     2009     2008  

Net Investment Income:

        

Office properties

   $ 2,063,323      $ 2,946,458      $ 507,941      $ 1,002,889   

Apartment properties

     1,883,182        2,403,477        592,254        703,351   

Retail properties

     3,194,788        4,464,769        1,032,375        1,060,885   

Hotel property

     416,843        961,822        261,054        432,562   

Other (including interest income, investment mgt fee, etc.)

     (2,323,208     (2,338,642     (669,130     (797,223
                                

Total Net Investment Income

   $ 5,234,928      $ 8,437,884      $ 1,724,494      $ 2,402,464   
                                

Net Realized Gain (Loss) on Real Estate Investments:

        

Retail properties

     (4,452,106     —          —          —     
                                

Net Realized Gain (Loss) on Real Estate Investments

     (4,452,106     —          —          —     
                                

Net Unrealized Gain (Loss) on Real Estate Investments:

        

Office properties

     (15,033,244     (3,810,194     (3,492,532     (1,447,594

Apartment properties

     (10,167,354     1,550,725        (642,718     940,413   

Retail properties

     (12,136,729     (6,721,128     (4,728,952     (7,292,156

Hotel property

     (3,229,699     (460,225     (759,369     (359,467
                                

Net Unrealized Gain (Loss) on Real Estate Investments

     (40,567,026     (9,440,822     (9,623,571     (8,158,804
                                

Net Realized and Unrealized Gain (Loss) on Real Estate Investments

   $ (45,019,132   $ (9,440,822   $ (9,623,571   $ (8,158,804
                                

 

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OFFICE PROPERTIES

 

Nine Months Ended September 30,

   Net Investment
Income/(Loss)
2009
    Net Investment
Income/(Loss)
2008
   Unrealized
Gain/(Loss)
2009
    Unrealized
Gain/(Loss)
2008
    Occupancy
2009
    Occupancy
2008
 

Property

             

Lisle, IL

   $ 51,479      $ 523,139    $ (3,191,325   $ (2,144,192   36   70

Brentwood, TN

     319,676        780,310      (6,495,216     249,458      70   89

Beaverton, OR

     899,962        840,781      (2,272,417     (1,215,460   88   88

Brentwood, TN

     792,206        802,228      (3,074,286     (700,000   100   100
                                   
   $ 2,063,323      $ 2,946,458    $ (15,033,244   $ (3,810,194    
                                   

Three Months Ended September 30,

                                   

Property

             

Lisle, IL

   $ 5,704      $ 229,109    $ (894,393   $ (1,007,132    

Brentwood, TN

     (33,309     256,049      (2,003,042     273,195       

Beaverton, OR

     295,655        279,321      (242,152     (13,657    

Brentwood, TN

     239,891        238,410      (352,945     (700,000    
                                   
   $ 507,941      $ 1,002,889    $ (3,492,532   $ (1,447,594    
                                   

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s office properties was approximately $2.1 million for the nine months ended September 30, 2009, a decrease of approximately $0.9 million from the prior year period. Net investment income attributable to the general partners’ controlling interest for the Partnership’s office properties was approximately $0.5 million for the quarter ended September 30, 2009, a decrease of approximately $0.5 million from the prior year period. The decreases for the nine and three-month periods ended September 30, 2009 were primarily due to a) decreased occupancy at the property in Lisle, Illinois; and b) a decrease in occupancy and a rental abatement given to the largest tenant at the property in Brentwood, Tennessee. Partially offsetting this decrease was an increase in net investment income attributable to the general partners’ controlling interest at the property in Beaverton, Oregon due to increased rents.

Unrealized Gain/(Loss)

The office properties owned by the Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $15.0 million during the nine months ended September 30, 2009, compared with a net unrealized loss attributable to the general partners’ controlling interest of approximately $3.8 million for the prior year period. The net unrealized loss attributable to the general partners’ controlling interest for the nine-month period ended September 30, 2009 was primarily due to valuation declines caused by (a) increased investment rates (average direct capitalization rate increases for the Partnership’s office investments of 65 basis points for the nine-month period ended September 30, 2009) and implementation of more conservative growth and market leasing projections reflecting the market downturn across the office sector; and (b) significant upcoming capital requirements associated with leasing costs at the properties in Lisle, Illinois and Brentwood, Tennessee.

The office properties owned by the Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $3.5 million during the quarter ended September 30, 2009, compared with a net unrealized loss attributable to the general partners’ controlling interest of approximately $1.4 million for the prior year period. The net unrealized loss attributable to the general partners’ controlling interest for the three-month period ended September 30, 2009 was primarily due to valuation declines caused by significant upcoming capital requirements associated with leasing costs at the properties in Lisle, Illinois and Brentwood, Tennessee.

 

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APARTMENT PROPERTIES

 

Nine Months Ended September 30,

   Net Investment
Income/(Loss)
2009
   Net Investment
Income/(Loss)
2008
   Unrealized
Gain/(Loss)

2009
    Unrealized
Gain/(Loss)
2008
    Occupancy
2009
    Occupancy
2008
 

Property

              

Atlanta, GA

   $ 332,593    $ 417,093    $ (2,538,635   $ 269,612      95   92

Raleigh, NC

     186,989      476,502      (1,660,188     865,688      96   94

Austin, TX

     941,126      1,063,838      (4,083,628     498,422      94   94

Charlotte, NC

     422,474      446,044      (1,884,903     (82,997   96   94
                                  
   $ 1,883,182    $ 2,403,477    $ (10,167,354   $ 1,550,725       
                                  

Three Months Ended September 30,

                                  

Property

              

Atlanta, GA

   $ 92,606    $ 86,778    $ (596,264   $ 169,169       

Raleigh, NC

     79,867      144,058      (29,414     484,751       

Austin, TX

     270,168      302,575      1,000,000        300,000       

Charlotte, NC

     149,613      169,940      (1,017,040     (13,507    
                                  
   $ 592,254    $ 703,351    $ (642,718   $ 940,413       
                                  

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s apartment properties was approximately $1.9 million for the nine months ended September 30, 2009, a decrease of approximately $0.5 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest for the nine month period ended September 30, 2009 was primarily due to the write-off of previous years’ accrued receivables at the property in Raleigh, North Carolina, and increased concessions at each apartment property caused by soft market conditions and weakened demand.

Net investment income attributable to the general partners’ controlling interest for the Partnership’s apartment properties was approximately $0.6 million for the quarter ended September 30, 2009, a decrease of approximately $0.1 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest for the quarter ended September 30, 2009 was primarily due to increased concessions at each apartment property caused by soft market conditions and weakened demand.

Unrealized Gain/(Loss)

The apartment properties owned by the Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $10.2 million for the nine months ended September 30, 2009, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $1.6 million for the prior year period. The apartment properties owned by the Partnership recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $0.6 million for the quarter ended September 30, 2009, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $0.9 million for the prior year period. The net unrealized losses attributable to the general partners’ controlling interest for the nine and three-month periods ended September 30, 2009 were primarily due to valuation declines caused by increased investment rates (average direct capitalization rate increases for the Partnership’s apartment investments of 79 and 20 basis points, respectively, for the nine and three-month periods ended September 30, 2009) and implementation of more conservative growth and market leasing projections reflecting the market downturn across the apartment sector.

 

32


RETAIL PROPERTIES

 

Nine Months Ended September 30,

   Net Investment
Income/(Loss)
2009
    Net Investment
Income/(Loss)
2008
    Realized &
Unrealized
Gain/(Loss)
2009
    Unrealized
Gain/(Loss)
2008
    Occupancy
2009
    Occupancy
2008
 

Property

            

Roswell, GA(1)

   $ 137,068      $ 1,307,896      $ (4,452,106   $ (6,210,373   N/A      79

Kansas City, KS(2)

     21,094        (34,738     —          —        N/A      N/A   

Hampton, VA

     753,204        990,925        (4,314,384     1,039,970      89   99

Ocean City, MD

     845,623        588,363        (1,877,704     (135,750   95   89

Westminster, MD

     888,835        875,779        (4,100,156     (594,987   100   100

Dunn, NC

     (200,090     (13,500     (415,885     (6,820   34   34

CARS Preferred Equity

     749,054        750,044        (1,428,600     (813,168   N/A      N/A   
                                    
   $ 3,194,788      $ 4,464,769      $ (16,588,835   $ (6,721,128    
                                    

Three Months Ended September 30,

                                    

Property

            

Roswell, GA(1)

   $ (96,692   $ 392,849      $ —        $ (5,501,424    

Kansas City, KS(2)

     362        (42,225     —          —         

Hampton, VA

     250,499        321,838        (2,501,128     (255,099    

Ocean City, MD

     278,854        265,982        (370,820     (616,807    

Westminster, MD

     279,782        111,047        (1,300,036     (594,054    

Dunn, NC

     66,926        (238,221     (418,568     (96,196    

CARS Preferred Equity

     252,644        249,615        (138,400     (228,576    
                                    
   $ 1,032,375      $ 1,060,885      $ (4,728,952   $ (7,292,156    
                                    

 

(1)

The Roswell, Georgia retail property was sold on May 1, 2009.

(2)

The Kansas City, Kansas retail property was sold on June 29, 2007 but certain post-closing adjustments were recognized during the nine months ended September 30, 2009.

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s retail properties was approximately $3.2 million for the nine months ended September 30, 2009, a decrease of approximately $1.3 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest for the nine-month period ended September 30, 2009 was largely due to (a) the loss of income related to the disposition of the Roswell, Georgia retail property; (b) increased vacancy at the retail property in Hampton, Virginia; and (c) increased rent relief across each retail property. This decrease was partially offset by an increase in net investment income at the retail property in Ocean City, Maryland due to increased occupancy resulting from the completion of redevelopment.

Net investment income attributable to the general partners’ controlling interest for the Partnership’s retail properties was approximately $1.0 million for the quarter ended September 30, 2009, relatively unchanged from the prior year period. The loss of income related to the disposition of the Roswell, Georgia retail property was offset by a one-time occurrence related to bad debt expense at the retail property in Dunn, North Carolina during the prior year period and the allowance for accrued interest income that was deemed uncollectible and written off at the retail property in Westminster, Maryland during the prior year period.

 

33


Realized and Unrealized Gain/(Loss)

The retail properties owned by the Partnership recorded a net realized and unrealized loss attributable to the general partners’ controlling interest of approximately $16.6 million for the nine months ended September 30, 2009, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $6.7 million for the prior year period. The unrealized loss attributable to the general partners’ controlling interest for the nine-month period ended September 30, 2009 was primarily due to (a) a net realized loss attributable to the general partners’ controlling interest of approximately $4.5 million at the retail property in Roswell, Georgia due to the disposition of the asset at a price below the appraised gross market value; (b) a net unrealized loss attributable to the general partners’ controlling interest of approximately $1.4 million the Capital Automotive Real Estate Services, or “CARS”, preferred equity investment due to increased market yield expectations for similar financial investments and an increasingly high position in the capital stack, which reflects a decreased likelihood of return of capital; (c) deteriorating retail fundamentals resulting in reduced market rents and increased rent relief across the retail sector investments; (d) increased investment rates (average direct capitalization rate increase for the Partnership’s retail investments excluding “CARS” of 117 basis points for the nine-month period ended September 30, 2009); and (e) implementation of more conservative growth and market leasing projections reflecting the market downturn across the retail sector.

The retail properties owned by the Partnership recorded a net realized and unrealized loss attributable to the general partners’ controlling interest of approximately $4.7 million for the quarter ended September 30, 2009, compared with a net unrealized loss attributable to the general partners’ controlling interest of approximately $7.3 million for the prior year period. The unrealized loss attributable to the general partners’ controlling interest for the quarter ended September 30, 2009 was primarily due to (a) deteriorating retail fundamentals resulting in reduced market rents and increased rent relief across the retail sector investments; and (b) increased investment rates (average direct capitalization rate increases for the Partnership’s retail investments excluding “CARS” of 40 basis points for the quarter ended September 30, 2009); and (c) implementation of more conservative growth and market leasing projections reflecting the market downturn across the retail sector.

HOTEL PROPERTY

 

Nine Months Ended September 30,

   Net Investment
Income/(Loss)
2009
   Net Investment
Income/(Loss)
2008
   Unrealized
Gain/(Loss)
2009
    Unrealized
Gain/(Loss)
2008
    Occupancy
2009
    Occupancy
2008
 

Property

              

Lake Oswego, OR

   $ 416,843    $ 961,822    $ (3,229,699   $ (460,225   61   76

Three Months Ended September 30,

                                  

Property

              

Lake Oswego, OR

   $ 261,054    $ 432,562    $ (759,369   $ (359,467    

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s hotel property was approximately $0.4 million for the nine months ended September 30, 2009, a decrease of approximately $0.6 million from the prior year period. Net investment income attributable to the general partners’ controlling interest for the Partnership’s hotel property was approximately $0.3 million for the quarter ended September 30, 2009, a decrease of approximately $0.2 million from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest for the Partnership’s hotel property for the nine and three-month periods ended September 30, 2009 was largely due to decreased occupancy and average daily room rate at the property as a result of the weakening hospitality market driven by decreased business and vacation travel.

Unrealized Gain/(Loss)

The Partnership’s hotel property recorded an unrealized loss attributable to the general partners’ controlling interest of approximately $3.2 million for the nine months ended September 30, 2009, compared with an unrealized loss attributable to the general partners’ controlling interest of approximately $0.5 million for the prior year period. The Partnership’s hotel property recorded an unrealized loss attributable to the general partners’ controlling interest of approximately $0.8 million for the quarter ended September 30, 2009, compared with an unrealized loss attributable to the general partners’ controlling interest of $0.4 million for the prior year period. The unrealized losses attributable to the general partners’ controlling interest for the Partnership’s hotel property for both the nine and three-month periods ended September 30, 2009 were due to valuation declines caused by decreased occupancy and average daily rate, increased investment rates (average direct capitalization rate increases for the Partnership’s hotel investment of 75 basis points for the nine-month period ended September 30, 2009), and implementation of more conservative growth and market leasing projections reflecting the market downturn across the hotel sector.

 

34


Other

Other net investment loss attributable to the general partners’ controlling interest remained relatively unchanged from the prior year period for the nine month period ended September 30, 2009. Other net investment loss attributable to the general partners’ controlling interest decreased $0.1 million for the quarter ended September 30, 2009 over the prior year period. Other net investment 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 unaudited 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 the FASB interpretation guidance on accounting for uncertainty in income taxes 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 this guidance had no effect to the financial position and result of operations of the Partnership.

In September 2006, the FASB issued authoritative guidance for fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This guidance does not require any new fair value measurements, but the application of this guidance could change current practices in determining fair value. This guidance is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership’s adoption effective January 1, 2008 did not have any material effect on the Partnership’s financial position and result of operations.

In February 2007, the FASB issued authoritative guidance on fair value option for financial assets and financial liabilities, which provides entities with an option to report selected financial assets and liabilities at fair value. This guidance also amended certain provisions in the existing guidance for investments in debt and equity securities. This guidance is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted this guidance effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The Partnership’s adoption did not have any effect on the Partnership’s consolidated financial position and results of operations. Please refer to Note 4 of the related Notes in this filing for details.

In December 2007, FASB revised authoritative guidance for business combinations, which expands the definition of a business and redefines the acquisition date in a merger and acquisition transaction. It significantly modifies the existing guidance for business combinations, including changes to acquisition related contingent consideration, preacquisition contingencies, noncontrolling interest, restructuring costs, in-process R&D, goodwill and partial acquisition. This guidance is effective for acquisitions closing after the first annual reporting period beginning after December 15, 2008. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations, but may have an effect on the accounting for future business combinations.

In December 2007, FASB revised the accounting, presentation and disclosure for noncontrolling interests in consolidated financial statements. This revised guidance requires noncontrolling interests to be reported as a separate component of equity. It also changes the allocation of losses and accounting in step acquisitions. The provisions in this revision should be applied prospectively except for the presentation and disclosure requirements, which are required retrospectively for all periods presented. This guidance is effective for the annual periods beginning after December 15, 2008. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations, but did affect financial statement presentation and disclosure. Noncontrolling interests, previously reported as a liability, are now required to be reported as a separate component of equity on the balance sheet, and totaled $4.9 million as of December 31, 2008. In addition, net income (loss) attributable to the noncontrolling interest, which was previously reported as an expense and reflected within Net Investment Income is now reported as a separate amount below “Increase (decrease) in Net Assets Resulting from Operations”, and totaled ($0.5) and ($0.6) million for the three and nine months ended September 30, 2008, respectively.

 

35


In April 2009, the FASB revised authoritative guidance on issued recognition and presentation of other-than-temporary impairments. This revision amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This revision also requires that the required annual disclosures for debt and equity securities be made for interim reporting periods. This revision does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This revision is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Partnership’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued authoritative guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance also amends the disclosure requirements in interim and annual periods. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Partnership’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued additional guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. This guidance requires an asset acquired or liability assumed in a business combination that arises from a contingency to be recognized at fair value at the acquisition date, if the acquisition date fair value of that asset or liability can be determined during the measurement period. If the acquisition date fair value of an asset acquired or liability assumed in a business combination that arises from a contingency cannot be determined during the measurement period, the asset or liability shall be recognized at the acquisition date using the guidance in accounting for contingencies. This guidance also amends disclosure requirements. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The Partnership’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In April 2009, the FASB issued additional guidance for interim disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted. The Partnership adopted this guidance within the interim period ending June 30, 2009. The Partnership’s adoption of this guidance did not have a material effect on the Partnership’s consolidated financial position or results of operations.

In May 2009, the FASB issued authoritative guidance for subsequent events. This guidance addresses the accounting for and disclosure of subsequent events not addressed in other applicable U.S. GAAP, including disclosure of the date through which subsequent events have been evaluated. This guidance is effective for interim or annual periods ending after June 15, 2009. The Partnership’s adoption of this guidance effective with the interim period ending June 30, 2009 did not have a material effect on the Partnership’s consolidated financial position or results of operations. The required disclosure of the date through which subsequent events have been evaluated is provided in Note 1A of the related Notes in this filing.

In July 2009, the FASB launched its Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, or the “Codification”, as the sole source of authoritative U.S. GAAP to be applied by nongovernmental entities. The Codification generally does not change the existing rules of U.S. GAAP but rather makes it easier to find and research U.S. GAAP applicable to a particular transaction or specific accounting issue. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety accounting topics and aggregates them in four common accounting areas. Topics within each category are further broken down into subtopics, sections and paragraphs. Accounting standards that are included in the Codification will be considered authoritative whereas those that are not included will be deemed non-authoritative. As a result, there are two levels of U.S. GAAP, authoritative and non-authoritative. The Codification is effective for financial statements that cover the interim and annual periods ending after September 15, 2009 and will impact the way the Partnership references U.S. GAAP accounting standards in the financial statements.

 

36


New Accounting Pronouncements

In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance includes techniques for measuring fair value when a quoted price in an active market for the identical liability is not available and clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of its fair value. This guidance is effective for the first reporting period (including interim periods) beginning after issuance. The Partnership will adopt this guidance effective with the annual reporting period ended December 31, 2009. The Partnership is currently assessing the impact of this statement on the Partnership’s consolidated financial position, results of operations, and financial statement disclosures.

In September 2009, the FASB issued updated guidance for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investments such as hedge funds, private equity funds, and venture capital funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) as a practical expedient if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guidance also requires new disclosures for each major category of alternative investments. It is effective for the first annual or interim reporting period ending after December 15, 2009, with early application permitted. The Partnership will adopt this guidance effective December 31, 2009. The Partnership is currently assessing the impact of this guidance on the Partnership’s consolidated financial position, results of operations, and financial statement disclosures.

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 the FASB guidance on fair value measurements and disclosures, 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 determine the approximated value for the type of real estate in the market.

 

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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 unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk – The general partner’s controlling interest exposure to market rate risk for changes in interest rates relates to approximately 43.87% of its investment portfolio as of September 30, 2009, which consists primarily of short-term commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. As a matter of 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 September 30, 2009:

 

     Maturity    Estimated Market Value
(millions)
   Average
Interest Rate
 

Cash and Cash equivalents

   0-3 months    $ 33.2    1.57

The table below discloses the Partnership’s debt as of September 30, 2009. The fair value of the Partnership’s long-term debt 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 debt.

 

Investment level debt (in $ thousands),

including current portion

  2009     2010     2011     2012     2013     Thereafter     Total     Estimated
Fair Value

Weighted Average Fixed Interest Rate

    6.75     6.75     6.75     6.75     6.75     6.75     6.75  

Fixed Rate

  $ 8,883      $ 566      $ 604      $ 646      $ 463      $ 4,475      $ 15,637      $ 15,581

Variable Rate

    —        $ 15,071        —          —        $ 9,000        —        $ 24,071      $ 24,012

Premium/(Discount) on Investment Level Debt

  $ (3     —          —          —            —        $ (3     —  
                                                             

Total Investment Level Debt

  $ 8,880      $ 15,637      $ 604      $ 646      $ 9,463      $ 4,475      $ 39,705      $ 39,593
                                                             

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 4. Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Securities and Exchange Commission, or “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 Rules 13a-15(e) and 15d-15(e), under the Securities Exchange Act of 1934, as amended, as of September 30, 2009. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2009, 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 Rules 13a-15(f) and 15d-15(e), during the quarter ended September 30, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

 

Item 1A. Risk Factors

You should carefully consider the risks described in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. 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 business described elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008.

 

Item 4. Submission of Matters to a Vote of Security Holders

Contract owners participating in the Real Property Account have no voting rights with respect to the Real Property Account.

 

Item 6. Exhibits

 

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.

 

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SIGNATURES

Pursuant to the requirements 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.

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

in respect of

Pruco Life of New Jersey Variable

Contract Real Property Account

(Registrant)

 

 

Date: November 12, 2009

 

By:   /S/    SCOTT D. KAPLAN        
  Scott D. Kaplan
  President and Director
  (Principal Executive Officer)

 

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