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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): Commission File Number:
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August 18, 2000 1 - 12994
THE MILLS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1802283
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209
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(Address of principal executive offices - zip code)
(703) 526-5000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(former name or former address, if changed since last report)
Not Applicable
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THE MILLS CORPORATION
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As reported in the report Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2000, affiliates of the Mills Corporation
(the "Company") disposed of their interests on August 3, 2000 in Gwinnett
Marketfair in Duluth, Georgia; Mount Prospect Plaza in Mount Prospect,
Illinois; Western Hills Plaza in Cincinnati, Ohio; West Falls Church in Falls
Church, Virginia; Butterfield Plaza in Downers Grove, Illinois; Coopers Plaza
in Voorhees, New Jersey; Crosswinds Center in St. Petersburg, Florida; Fashion
Place in Columbia, South Carolina; Germantown Commons in Germantown, Maryland;
and Montgomery Village in Gaithersburg, Maryland(collectively the "Disposed
Properties") for an aggregate sale price of $142.0 million. The aggregate sale
price was determined through arms-length negotiations and was a function of
projected revenues and expenses and other factors including tenant base. The
Disposed Properties were sold by the Company to Kejack, Inc., an unrelated
third party. The Company netted $25.5 million in proceeds and the buyer
assumed $111.0 million of existing debt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following unaudited, pro forma financial information and exhibits are
filed as part of this report:
A. Unaudited proforma financial information required pursuant to
Article 11 of Regulation S-X:
(1) Pro Forma Consolidated Balance Sheet--
June 30, 2000
Pro Forma Consolidated Statement of Operations--
Year ended December 31, 1999
Pro Forma Consolidated Statement of Operations--
Six months ended June 30, 2000
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The unaudited pro forma consolidated balance sheet as of June 30, 2000
is based on the unaudited historical financial statements of the Disposed
Properties and the Company after giving effect to the dispositions as described
in Item 2 as if the sale had been consummated as of June 30, 2000.
The unaudited pro forma consolidated statement of operations for the
year ended December 31, 1999 is based, in part, on the unaudited historical
statements of income before extraordinary items of the Disposed Properties after
giving effect to the dispositions as described in Item 2 as if the sale had been
consummated on January 1, 1999.
The unaudited pro forma consolidated statement of operations for the
six months ended June 30, 2000 is based, in part, on the unaudited historical
statements of income before extraordinary items of the Disposed Properties after
giving effect to the dispositions as described in Item 2 as if the sale had been
consummated on January 1, 2000.
The unaudited pro forma financial statements have been prepared by the
Company based upon the statements of income before extraordinary items of the
Disposed Properties. These unaudited pro forma financial statements may not be
indicative of the results that actually would have occurred if the transactions
had been in effect on the dates indicated or which may be obtained in the
future. The unaudited pro forma financial statements should be read in
conjunction with the financial statements of the Company including its Annual
Report on Form 10-K for the year ended December 31, 1999 and the unaudited
financial statements of the Company on Form 10-Q for the six months ended June
30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 18, 2000 THE MILLS CORPORATION
By: /s/ Kenneth R. Parent
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Kenneth R. Parent
Executive Vice President, Finance
And Chief Financial Officer
(Principal Financial
and Accounting Officer)
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THE MILLS CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands)
June 30, 2000
<TABLE>
<CAPTION>
THE MILLS DISPOSED PRO-FORMA
CORPORATION PROPERTIES CONSOLIDATED
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<S> <C> <C> <C>
ASSETS
Income producing property:
Land and land improvements $ 171,127 $ (33,612) $ 137,515
Building and improvements 736,718 (110,752) 625,966
Furniture, fixtures and equipment 42,595 (67) 42,528
Less: accumulated depreciation and amortization (252,900) 42,884 (210,016)
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Total income producing property 697,540 (101,547) 595,993
Land held for investment and/or sale 9,879 9,879
Real estate development in progress 49,113 (99) 49,014
Investment in unconsolidated joint venture 221,479 221,479
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Total real estate and development assets 978,011 (101,646) 876,365
Cash and cash equivalents 1,471 25,895 [A] 27,366
Restricted cash 14,276 (1,667) 12,609
Accounts receivable, net 30,726 (15,486) 15,240
Notes receivable 8,659 (20) 8,639
Deferred costs, net 49,527 (9,224) 40,303
Other assets 5,886 (49) 5,837
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TOTAL ASSETS $ 1,088,556 $ (102,197) $ 986,359
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LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages, notes and loans payable 944,540 (111,197) 833,343
Accounts payable and other liabilities 66,579 (3,141) 63,438
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Total liabilities 1,011,119 (114,338) 896,781
Minority interests 31,269 31,269
STOCKHOLDERS' EQUITY
Common stock $.01 par value, authorized 100,000,000 232 232
shares, issued and outstanding 23,368,589 and
23,192,041 shares in 2000 and 1999, respectively
Additional paid-in capital 443,994 443,994
Accumulated deficit (394,332) 12,141 (382,191)
Unamortized restricted stock award (3,726) (3,726)
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Total stockholders' equity 46,168 12,141 58,309
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,088,556 $ (102,197) $ 986,359
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</TABLE>
[A] Includes proceeds of $25.5 million from sale of Disposed Properties.
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THE MILLS CORPORATION
CONSOLIDATED STATEMENT OF INCOME
BEFORE EXTRAORDINARY ITEMS
(In thousands, except per share data)
December 31, 1999
<TABLE>
<CAPTION>
THE MILLS DISPOSED PRO-FORMA
CORPORATION PROPERTIES CONSOLIDATED
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<S> <C> <C> <C>
REVENUES:
Minimum rent $ 104,407 $ (15,800) $ 88,607
Percentage rent 3,677 (91) 3,586
Recoveries from tenants 51,680 (4,980) 46,700
Other property revenue 8,778 (460) 8,318
Management fee income 4,891 4,891
Other fee income 8,647 8,647
Interest income 2,605 2,605
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184,685 (21,331) 163,354
EXPENSES:
Recoverable from tenants 44,464 (5,965) 38,499
Other operating 6,184 (799) 5,385
General and administrative 12,416 12,416
Interest expense 46,808 (8,105) 38,703
Depreciation and amortization 36,669 (4,544) 32,125
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146,541 (19,413) 127,128
Other income/(expense) (1,828) (1,828)
Equity in earnings of unconsolidated joint ventures 12,287 12,287
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Income before extraordinary item and minority interests 48,603 (1,918) 46,685
Minority interests (19,740) (19,740)
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Income before extraordinary item and after minority interest $ 28,863 $ (1,918) $ 26,945
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PER SHARE INFORMATION:
Income before extraordinary item - basic $ 1.25 $ (0.04) $ 1.21
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Income before extraordinary item - diluted $ 1.24 $ (0.04) $ 1.20
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</TABLE>
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THE MILLS CORPORATION
CONSOLIDATED STATEMENT OF INCOME
BEFORE EXTRAORDINARY ITEMS
(In thousands, except per share data)
Six months ended June 30, 2000
<TABLE>
<CAPTION>
THE MILLS DISPOSED PRO-FORMA
CORPORATION PROPERTIES CONSOLIDATED
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<S> <C> <C> <C>
REVENUES:
Minimum rent $ 51,922 $ (7,809) $ 44,113
Percentage rent 637 (93) 544
Recoveries from tenants 26,528 (2,540) 23,988
Other property revenue 4,500 (438) 4,062
Management fee income 3,614 3,614
Other fee income 4,912 4,912
Interest income 1,312 1,312
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93,425 (10,880) 82,545
EXPENSES:
Recoverable from tenants 22,648 (2,465) 20,183
Other operating 2,359 (426) 1,933
General and administrative 7,135 7,135
Interest expense 27,263 (4,111) 23,152
Depreciation and amortization 19,233 (2,229) 17,004
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78,638 (9,231) 69,407
Other income/(expense) (700) (700)
Equity in earnings of unconsolidated joint ventures 4,189 4,189
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Income before extraordinary item and minority interests 18,276 (1,649) 16,627
Minority interests (7,395) (7,395)
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Income before extraordinary item and after minority interests $ 10,881 $ (1,649) $ 9,232
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PER SHARE INFORMATION:
Income before extraordinary item - basic $ 0.47 $ (0.07) $ 0.40
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Income before extraordinary item - diluted $ 0.47 $ (0.07) $ 0.40
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</TABLE>
