UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarterly Period Ended March 31, 2005
THE MILLS CORPORATION
THE MILLS LIMITED PARTNERSHIP
(Exact name of
registrants as specified in their charters)
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Delaware
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001-12994
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52-1802283
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Delaware
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000-50694
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52-1873369
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(State or other
jurisdiction
of incorporation or organization)
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(Commission File
Numbers)
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(I.R.S. Employer Identification Numbers)
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1300
Wilson Boulevard, Suite 400, Arlington, Virginia 22209
(Address of
principal executive offices—zip code)
(703) 526-5000
(Registrants’
telephone number, including area code)
Not
Applicable
(Former name,
former address and former fiscal year, if changed since last report)
Indicate by check mark
whether the registrants (1) have 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 registrants were
required to file such reports) and (2) have been subject to such filing
requirements for the past 90 days.
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The Mills Corporation
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Yes ý No o
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The Mills Limited
Partnership
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Yes ý
No o
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Indicate by check mark whether
the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2).
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The Mills Corporation
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Yes ý No o
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The Mills Limited
Partnership
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Yes o No ý
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Indicate the number of
shares outstanding of each of the issuers’ classes of common stock or units as
of the latest practicable date.
As of May 2, 2005,
56,091,187 shares of Common Stock, par value $0.01 per share, of The Mills
Corporation and 64,764,367 Common Units of limited partnership interest of The
Mills Limited Partnership were outstanding.
THE
MILLS CORPORATION
THE
MILLS LIMITED PARTNERSHIP
FORM 10-Q
INDEX
This Form 10-Q
includes information with respect to both The Mills Corporation, or TMC, and
The Mills Limited Partnership, or Mills LP, of which TMC is the sole general
partner and in which TMC owned a 1.00% general partner interest and a 85.13%
limited partner interest as of March 31, 2005. TMC conducts all of its business and owns all
of its properties through Mills LP and Mills LP’s various subsidiaries. As the
general partner of Mills LP, TMC has the exclusive power to manage the business
of Mills LP, subject to certain limited exceptions. Separate financial statements and
accompanying notes are provided for each of TMC and Mills LP. Except as specifically noted otherwise, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” is
presented as a single discussion with respect to both TMC and Mills LP since
TMC conducts all of its business and owns all of its properties through Mills
LP and Mills LP’s various subsidiaries.
Certain matters discussed
in this Form 10-Q and the information incorporated by reference herein contain
“forward-looking statements” for the purposes of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are based on
current expectations and are not guarantees of future performance.
Forward-looking
statements, which can be identified by the use of forward-looking terminology
such as “may,” “will,” “expect,” “anticipate,” “estimate,” “would be,” or “continue”
or the negative thereof or other variations thereon or comparable terminology
are subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected. Among those risks, trends
and uncertainties are:
• the
general international, national and local economic climate;
• the
supply and demand for retail properties;
• interest
rate levels and fluctuations in the exchange rates between the U.S. dollar and
foreign currencies in countries where we have investments;
2
• the
availability to us of financing for our development projects or acquisition
activities;
• risks
associated with the development, acquisition and operation of retail
properties, including risks that the development of the project may not be
completed on schedule or on budget, that we may not be able to lease
available space to tenants at favorable rental rates, that tenants will not
take occupancy or pay rent in accordance with their leases, or that development
or operating costs may be greater than anticipated; and
• those
risks described in the section entitled “Risk Factors” in the registrants’
Form 10-K for the fiscal year ended December 31, 2004.
We undertake no duty or
obligation to publicly announce any revisions to, or updates of, these
forward-looking statements that may result from future events or circumstances.
3
PART I—FINANCIAL
INFORMATION
Item 1.
Consolidated Financial Statements and Notes
THE
MILLS CORPORATION
CONSOLIDATED
BALANCE SHEETS
(Dollars
in millions, except per share data)
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March 31,
2005
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December 31,
2004
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(Unaudited)
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ASSETS
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Income producing
property
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$
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5,070.0
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$
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4,710.7
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Less accumulated
depreciation and amortization
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(860.7
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)
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(811.8
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)
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Net
income producing property
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4,209.3
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3,898.9
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Construction in
progress
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894.0
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732.9
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Investment in
unconsolidated joint ventures
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844.3
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748.4
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Net
real estate and development assets
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5,947.6
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5,380.2
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Cash and cash
equivalents
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83.4
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152.9
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Restricted cash
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109.3
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77.0
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Accounts
receivable, net
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218.0
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246.5
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Notes receivable
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58.2
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62.1
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Deferred costs,
net
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159.8
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157.1
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Other assets
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22.0
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27.4
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Total
Assets
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$
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6,598.3
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$
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6,103.2
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Mortgages, notes
and loans payable
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$
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4,367.8
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$
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3,826.6
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Accounts payable
and other liabilities
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307.0
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338.5
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4,674.8
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4,165.1
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Minority
interests:
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Mills LP
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91.1
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95.7
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Consolidated
joint ventures
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602.1
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587.9
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Series B
Cumulative Redeemable Preferred Stock, par value $0.01, 4,300,000 shares
authorized, issued and outstanding
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107.5
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107.5
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Series C
Cumulative Redeemable Preferred Stock, par value $0.01, 3,500,000 shares
authorized, issued and outstanding
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87.5
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87.5
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Series E
Cumulative Redeemable Preferred Stock, par value $0.01, 8,545,000 shares
authorized, issued and outstanding
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213.6
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213.6
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Series F
Convertible Cumulative Redeemable Preferred Stock, par value $0.01, 316,250
shares authorized, issued and outstanding
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316.3
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316.3
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Common stock,
par value $0.01, 100,000,000 shares authorized and 55,690,812 and
55,654,194 shares issued and outstanding in 2005 and 2004, respectively
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0.6
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0.6
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Additional
paid-in capital
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970.6
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970.5
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Accumulated
deficit
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(476.3
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)
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(439.1
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)
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Accumulated
other comprehensive income (loss)
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10.5
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(2.4
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)
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Total
stockholders’ equity
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1,230.3
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1,254.5
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Total
Liabilities and Stockholders’ Equity
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