SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2018 or

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

 

For the quarterlytransition period ended July 31, 2017from __________ to ___________

 

Commission File No. 1-5926

 

MILLER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its
Charter)

 

Florida 59-0996356
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)

 

162951521 N.W. 13th Avenue,165th Street, Miami, Florida  33169
(Address of Principal Executive Offices

(305) 621-0501
(Registrant’s 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 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 forof such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsrequired for the past 90 days.

 

Yes¨ Noþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨Accelerated filer¨ Non-accelerated filer¨Smaller reporting companyþEmerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

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¨ Noþ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨Accelerated filer¨Non-accelerated filer¨Smaller reporting companyþEmerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes¨ Noþ

 

The number of shares outstanding of each of the issuer’s classes of common stock, par value $.05 per share, as of JulyJanuary 31, 20172018 is 5,000,000 shares.

 

 

 

 

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

JulyJanuary 31, 20172018

 

INDEX

 

  Page No.
PART I:FINANCIAL INFORMATION 
  
Item 1.Financial Statements
Balance Sheet as of July 31, 20171Financial Statements2
   
 Balance SheetSheets dated as of January 31, 2018 and April 30, 20172
   
 Statement of Operations - Three Months Ended JulyJanuary 31, 20162018 and 201734
Statement of Operations – Nine Months Ended January 31, 2018 and 20175
   
 Statement of Cash Flows - Three– Nine Months Ended JulyJanuary 31, 20162018 and 201746
   
 Notes to Financial Statements57
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations69
   
Item 3.Quantitative and Qualitative DisclosureDisclosures about Market Risk710
   
Item 4.Controls and Procedures710
   
PART II: OTHER INFORMATION 
   
Items 1 to 6Item 6.Exhibits811
   
Signatures912

  

 - i - 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC.

BALANCE SHEET

July

JANUARY 31, 20172018

(UNAUDITED)

 

  July 31, 2017 
ASSETS    
     
Investment Property:    
Land $161,443 
Building and Improvements  1,049,908 
Machinery and Equipment  11,106 
Furniture and Fixtures  10,251 
Total Cost $1,232,708 
Less:  Accumulated Depreciation  968,790 
Net Book Value $263,918 
Other Assets:    
Cash and Cash Equivalents $2,030,699 
Accounts Receivable  1,027 
Prepaid Expenses and Other Assets  13,415 
Loan Costs, Less Accumulated Amortization of $8,230  2,505 
Deferred Tax  38,334 
Total Other Assets $2,085,980 
     
TOTAL ASSETS $2,349,898 
     
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Liabilities:    
Mortgage and Notes Payable $1,015,195 
Accounts Payable and Accrued Expenses  170,368 
Income Taxes Payable  13,907 
Tenant’s Deposits and Advance Rent  108,710 
     
Total Liabilities $1,308,180 
     
Shareholders’ Equity:    
Common Stock - $.05 par, 5,000,000 shares Authorized; 5,000,000 shares issued and Outstanding $250,000 
Paid-In Capital  1,212,102 
Deficit  (420,384)
     
Total Shareholders’ Equity $1,041,718 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,349,898 

ASSETS
  2017 
Investment Property:    
Land $161,443 
Building and Improvements  1,049,908 
Machinery and Equipment  11,106 
Furniture and Fixtures  10,251 
Total Cost $1,232,708 
Less:  Accumulated Depreciation  974,733 
Net Book Value $257,975 
Other Assets:    
Cash and Cash Equivalents $1,921,574 
Accounts Receivable    
Prepaid Expenses and Other Assets  25,548 
Loan Costs, Less Accumulated Amortization of $8,767  1,968 
Deferred Tax  27,459 
Total Other Assets $1,976,549 
     
TOTAL ASSETS $2,234,524 
     
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:    
Mortgage and Notes Payable $992,905 
Accounts Payable and Accrued Expenses  107,449 
Tenant Deposits and Advance Rent  37,781 
Income Tax Payable  674 
     
Total Liabilities $1,138,809 
     
Shareholders’ Equity:    
Common Stock - $.05 par, 5,000,000 shares Authorized; 5,000,000 shares issued and Outstanding $250,000 
Paid-In Capital  1,212,102 
Deficit  (366,387)
     
Total Shareholders’ Equity $1,095,715 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,234,524 

 

See Accompanying Notesaccompanying notes to Financial Statements.financial statements.

 

 12 

 


MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2017

 

  April 30, 2017 
ASSETS    
     
Investment Property:    
Land $161,443 
Building and Improvements  1,049,908 
Machinery and Equipment  11,106 
Furniture and Fixtures  10,251 
Total Cost $1,232,708 
Less:  Accumulated Depreciation  965,819 
Net Book Value $266,889 
Other Assets:    
Cash and Cash Equivalents $2,007,930 
Accounts Receivable  1,034 
Prepaid Expenses and Other Assets  18,287 
Prepaid Income Taxes  16,343 
Loan Costs, Less Accumulated Amortization of $7,962  2,773 
Deferred Tax  39,804 
Total Other Assets $2,085,451 
     
TOTAL ASSETS $2,352,340 
     
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Liabilities:    
Mortgage and Notes Payable $1,026,340 
Accounts Payable and Accrued Expenses  160,071 
Tenant’s Deposits and Advance Rent  182,221 
Total Liabilities $1,368,632 
     
Shareholders’ Equity:    
Common Stock - $.05 par, 5,000,000 shares Authorized; 5,000,000 shares issued and Outstanding $250,000 
Paid-In Capital  1,212,102 
Deficit  (478,394)
     
Total Shareholders’ Equity $983,708 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,352,340 

ASSETS
  April 30, 2017 
Investment Property:    
Land $161,443 
Building and Improvements  1,049,908 
Machinery and Equipment  11,106 
Furniture and Fixtures  10,251 
Total Cost $1,232,708 
Less:  Accumulated Depreciation  965,819 
Net Book Value $266,889 
Other Assets:    
Cash and Cash Equivalents $2,007,930 
Accounts Receivable  1,034 
Prepaid Expenses and Other Assets  18,287 
Prepaid Income Taxes  16,343 
Loan Costs, Less Accumulated Amortization of $7,962  2,773 
Deferred Tax  39,804 
Total Other Assets $2,085,451 
     
TOTAL ASSETS $2,352,340 
     
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:    
Mortgage and Notes Payable $1,026,340 
Accounts Payable and Accrued Expenses  160,071 
Tenant’s Deposits and Advance Rent  182,221 
Total Liabilities $1,368,632 
     
Shareholders’ Equity:    
Common Stock - $.05 par, 5,000,000 shares Authorized; 5,000,000 shares issued and Outstanding $250,000 
Paid-In Capital  1,212,102 
Deficit  (478,394)
     
Total Shareholders’ Equity $983,708 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,352,340 

See Accompanying Notes to Financial Statements.

2

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2017 AND 2016

(UNAUDITED)

  7/31/17  7/31/16 
Revenues:        
Rental Income $157,472  $149,516 
Utilities reimbursement  19,970   22,752 
Other Income  1,667   1,480 
         
Total Revenues $179,109  $173,748 
         
Expenses:        
Rental Expenses (Except Interest) $72,279  $88,333 
Administrative  11,338   12,239 
Interest  6,482   6,212 
         
Total Expenses $90,099  $106,784 
         
Income (Loss) Before Tax Provision $89,010  $66,964 
         
Provision (Credit) for Income Tax:        
Federal Income Tax $27,000  $22,000 
State Income Tax  4,000   3,300 
         
Total Provision for Income Tax $31,000  $25,300 
         
Net Income (Loss) $58,010  $41,664 
         
Income per Common Share (Basic) $.01  $.01 
         
Average Shares of Common Stock Outstanding  5,000,000   5,000,000 

 

See Accompanying Notes to Financial Statements.

 

 3 

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWSOPERATIONS

FOR THE THREE MONTHS ENDED JULYJANUARY 31, 20172018 AND 20162017

(UNAUDITED)

 

  7/31/17  7/31/16 
Cash Flows from Operating Activities:        
         
Net Income (Loss) $58,010  $41,664 
Adjustments to Reconcile Net Income to Net Cash  19,970   22,752 
Provided by (used for) Operating Activities:        
Depreciation  2,971   2,971 
Amortization      2,679 
Changes in Operating Assets and Liabilities  (27,068)  69,475 
         
Net Cash Provided by Operating Activities $33,913   116,789 
Cash Flows from Investing Activities:        
Acquisition of Property, Equipment, and Intangible $(—) $(—)
Net Cash (used by) Investing Activities $(—) $(—)
         
Cash Flows from Financing Activities:        
Principal Payments Under Borrowings $(11,145) $(11,145)
Proceeds from Stock option purchase    
         
Net Cash Provided by (used by) Financing Activities $(11,145) $(11,145)
Net Increase in Cash and Cash Equivalents $22,768  $105,644 
         
Cash and Cash Equivalents at the Beginning of Year  2,007,930   1,817,572 
Cash and Cash Equivalents at the End of Quarter $2,030,698  $1,923,216 
         
Additional Cash Flow Information:        
Cash Payments During the Year        
Interest $7,753  $7,417 
Income Taxes $   $

    1/31/18   1/31/17 
Revenues:        
Rental Income $108,670  $128,416 
Utility and Tax reimbursements  26,776   38,317 
Other Income  1,677   1,602 
         
Total Revenues $137,143  $168,335 
         
Expenses:        
Rental Expenses (Except Interest) $83,501  $89,181 
Administrative  20,393   16,796 
Interest  9,205   8,055 
         
Total Expenses $113,099  $114,032 
         
Income Before Tax Provision $24,044  $54,303 
         
Provision for Income Tax:        
Federal Income Tax $12,375  $18,000 
State Income Tax  1,000   2,200 
         
Total Provision for Income Tax $13,375  $20,200 
Net Income $10,669  $34,103 
         
Income per Common Share (Basic) $.00  $.01 
         
Average Shares of Common Stock Outstanding  5,000,000   5,000,000 

  

See Accompanying Notes to Financial Statements.

 

 4 

 

  

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTSSTATEMENT OF OPERATIONS

JULY

FOR THE NINE MONTHS ENDED JANUARY 31, 2018 AND 2017

(UNAUDITED)

         1/31/18           1/31/17   
Revenues:        
Rental Income $425,402  $431,923 
Utility and Tax reimbursements  69,926   87,946 
Other Income  5,173   4,854 
         
Total Revenues $500,501  $524,723 
         
Expenses:        
Rental Expenses (Except Interest) $238,431  $262,827 
Administrative  54,977   40,337 
Interest  23,711   21,958 
         
Total Expenses $317,119  $325,122 
         
Income Before Tax Provision $183,382  $199,601 
         
Provision (Benefit) for Income Tax:        
Federal Income Tax $62,375  $68,000 
State Income Tax  9,000   9,200 
Total Provision for Income Tax $71,375  $77,200 
         
Net Income $112,007  $122,401 
         
Income per Common Share (Basic) $.02  $.02 
         
Average Shares of Common Stock Outstanding  5,000.000   5,000,000 

See Accompanying Notes to Financial Statements.

5

NoteMILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 31, 2018 AND 2017

(UNAUDITED)

             1/31/18                1/31/17       
Cash Flows from Operating Activities:        
         
Net Income $112,007  $122,401 
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:        
Provision for Bad Debts        
Depreciation  8,914   8,914 
Amortization      7,142 
Changes in Operating Assets and Liabilities  (173,842)  (60,388)
         
Net Cash Provided by Operating Activities $(52,921)  78,069 
         
Cash Flows from Investing Activities:        
Acquisition of Property, Equipment, and Intangible $         $    
         
Net Cash (used by) Investing Activities $             $  
         
Cash Flows from Financing Activities:        
Principal Payments Under Borrowings $(33,435) $(33,435)
         
Net Cash Provided by (used by) Financing Activities $(33,435) $(33,435)
         
Net Increase in Cash and Cash Equivalents $(86,356) $44,634 
         
Cash and Cash Equivalents at the Beginning of Year  2,007,930   1,817,572 
Cash and Cash Equivalents at the End of Quarter $1,921,574  $1,862,206 
         
Additional Cash Flow Information:        
Cash Payments During the Year        
Interest $25,250  $23,431 
Income Taxes $42,733  $65,577 

See Accompanying Notes to Financial Statements.

6

MILLER INDUSTRIES, INC. 

NOTES TO FINANCIAL STATEMENTS 

JANUARY 31, 2018 

(UNAUDITED) 

NOTE A – Basis of PresentationBASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the threenine month period ending JulyJanuary 31, 20172018 are not necessarily indicative of results that may be expected for the year ended April 30, 2018.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2017 and for the year ended April 30, 2017.

 

NoteNOTE B - Earnings Per Share -

 

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants). Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

 

NOTE C - Use Ofof Estimates -

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to income taxes, asset lives, accruals and valuation allowances.

  

7

NOTE D – Commitments, Contingent Liabilities, Other Matters, and Subsequent Events

 

None.On December 22, 2017, the Tax Cuts and Jobs Act (TCTA) was enacted. The Act includes a number of changes to the existing tax code, most notably a reduction of the US corporate income tax rate from a graduated set of rates with a maximum of 35 percent to a flat rate of 21%. Additionally the bill introduces many changes that impact corporations some of which is the net operating loss deduction subject to annual limitations, interest expense deduction subject to annual limitations, elimination of the alternative minimum tax and immediate expenses of the full cost of qualified property.

Changes in tax rates and tax laws are accounted for the in the period of enactment. Therefore the net deferred tax assets were reduced by $10,125 with a corresponding adjustment to current period tax expense for the remeasurement of the Company’s U.S. deferred tax assets. Our federal income tax expense for the periods beginning in 2018 will be based on the new rate.

Starting on Feb. 1, 2018 a three-year lease has been agreed upon with a third party lessee for 2,935 square feet of space. Lease terms are a total rent of $129,914 for the three years with the lease having an option to extend the lease an additional three years.

 

 58 

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (First(Third Quarter of 2018 Fiscal Year compared to FirstThird Quarter of 2017 Fiscal Year)

 

Rental Income. The Company’s results of operations are primarily dependent upon the rental income which it receives from leasing space in its building. Rental income is a function of the percentage of the building which is occupied and the level of rental rates. Rental income duringthrough the firstthird quarter of 2017 was $150,000,$432,000, compared to $157,000$425,000 in the firstthird quarter of 2018.

 

Other Income. The Company generated other income of $1,500 in$4,854 through the firstthird quarter of fiscal year 2017 and $1,700$5,173 in the third quarter of 2018. IncomeOther income in these quarters consisted of interest income and miscellaneous income.

 

Rental Expense (Excluding Interest). The Company incurs rental expense in connection with the leasing of its building. These expenses consist of management fees, insurance, real estate taxes, depreciation and amortization, maintenance and repairs, utility costs and outside services. Rental expenses were $88,000 in$263,000 through the firstthird quarter of 2017 and $72,000 in$238,000 through the firstthird quarter of 2018.

 

Administrative Expenses.Expenses. The Company’s administrative expenses were $12,000$40,000 in the first quarterthree quarters of fiscal yearyears 2017 and $11,000 in the first quarter of fiscal year$55,000 for 2018.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $6,200$22,000 in the first quarterthree quarters of fiscal yearyears 2017 and $6,500 in$23,700 for 2018.

 

Provision for Income Taxes.Taxes. The Company had a tax provision of 25,300$77,200 in the first three quarter of fiscal 2017 and $31,000$71,375 in the first quarter of 2018.

 

Net Income. As a result of the foregoing factors, theThe Company had net income of $42,000$122,500 in the first quarterthree quarters of fiscal 2017 and net income of $58,000$112,000 in first quarterthree quarters of 2018.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $106,000$45,000 during the first threenine months of fiscal year 2018 and $23,0002017 compared to an decrease of $86,000 during the first threenine months of fiscal year 2017. The increase in the2018. As of January 31, 2018, fiscal year was due to an increase in tenant deposits and advance rent. The Company’s cash position was approximately $2,030,000.$1,921,000.

 

Current Operations

 

The Company operates as a real estate investment and management company. The Company is currently seeking to obtain additional commercial tenants for its existing building.

 

The Company’s principal operating expenses consist of management and professional fees associated with the administration of the Company, interest expense on the Company’s mortgage loan, real estate taxes and insurance.

  

 69 

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting issuer as defined in Item 10 of Regulation S-K and are not required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.

ITEM 4.CONTROLS AND PROCEDURES

 

ITEM 4. CONTROLS AND PROCEDURES

In connection with the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of JulyJanuary 31, 2017.2018. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of JulyJanuary 31, 2017.2018.

 

There were no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the fiscal quarter ended JulyJanuary 31, 2017.2018.

  

 710 

 

  

PART II. OTHER INFORMATION

 

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

 

(a)Exhibits

  

Exhibit No.Description
   
(31.1)Certification of ChiefPrincipal Executive Officer pursuant to Rule 13a-14(a).
   
(31.2)Certification of ChiefPrincipal Financial Officer pursuant to Rule 13a-14(a).
   
(32.1)Certification of ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(b)Reports on Form 8-K.

 

Not applicable.

 

 811 

 

  

SIGNATURE

 

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.

 

 MILLER INDUSTRIES, INC.
 (Registrant)
  
  
Dated:  November 13, 2017May 9, 2018By:/s/  Marc Napolitano
  Marc Napolitano
 Chief

Principal Executive Officer

and

Principal Financial Officer

 

 912