SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 110-Q
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 20162017 or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ 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.) |
| (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¨ Noxþ
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 filerfiler. or a “smaller reporting issuer.” See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨ Non-accelerated filer¨Smaller reporting companyxþ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes¨Noxþ
The number of shares outstanding of each of the issuer’s classes of common stock, par value $.05 per share, as of January 31, 20162017 is 5,000,000 shares.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in its entirety the income statement for the nine months ended January 31, 2016 and 2015 set forth in Item 1 of our Quarterly Report on Form 10-Q for the quarter ended January 31, 2016. The amended income statement corrects the amount of the Company’s rental expense for the nine months ended January 31, 2015 which was incorrectly stated as $117,438 rather than $177, 438.
MILLER INDUSTRIES, INC.
FORM 10-Q
January 31, 2017
INDEX
| i |
BALANCE SHEET
JANUARY 31, 2017
(UNAUDITED)
| 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 | 962,848 | |||
| Net Book Value | $ | 269,860 | ||
| Other Assets: | ||||
| Cash and Cash Equivalents | $ | 1,862,206 | ||
| Accounts Receivable | ||||
| Prepaid Expenses and Other Assets | 23,187 | |||
| Deferred Lease Incentive (Net of Accumulated Amortization - $ 56,155) | ||||
| Deferred Tax | 40,416 | |||
| Total Other Assets | $ | 1,925,809 | ||
| TOTAL ASSETS | $ | 2,195,669 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Liabilities: | ||||
| Mortgage and Notes Payable | $ | 1,034,443 | ||
| Accounts Payable and Accrued Expenses | 114,997 | |||
| Tenant Deposits and Advance Rent | 76,267 | |||
| Income Tax Payable | 7,610 | |||
| Total Liabilities | $ | 1,233.317 | ||
| 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 | (499,750 | ) | ||
| Total Shareholders’ Equity | $ | 962,352 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 2,195,669 | ||
See accompanying notes to financial statements.
| 2 |
BALANCE SHEET
April 30, 2016
| 2016 | ||||
| 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 | 953,934 | |||
| Net Book Value | $ | 278,774 | ||
| Other Assets: | ||||
| Cash and Cash Equivalents | $ | 1,817,572 | ||
| Accounts Receivable | 1,049 | |||
| Prepaid Expenses and Other Assets | 32,590 | |||
| Prepaid Income Taxes | 4,213 | |||
| Deferred Lease Incentive (Net of Accumulated Amortization - $ 48,080) | 7,142 | |||
| Deferred Tax | 40,416 | |||
| Total Other Assets | $ | 1,902,982 | ||
| TOTAL ASSETS | $ | 2,181,756 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Liabilities: | ||||
| Mortgage and Notes Payable | $ | 1,067,074 | ||
| Accounts Payable and Accrued Expenses | 198,464 | |||
| Income Tax Payable | ||||
| Tenant’s Deposits and Advance Rent | 76,267 | |||
| Total Liabilities | $ | 1,341,805 | ||
| 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 | (622,151 | ) | ||
| Total Shareholders’ Equity | $ | 839,951 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 2,181,756 | ||
See accompanying notes to financial statements.
| 3 |
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2017 AND 2016
(UNAUDITED)
| 1/31/17 | 1/31/16 | |||||||
| Revenues: | ||||||||
| Rental Income | $ | 128,416 | 145,592 | |||||
| Other Income | 1,602 | 1,503 | ||||||
| Total Revenues | $ | 130,018 | $ | 147,095 | ||||
| Expenses: | ||||||||
| Rental Expenses (Except Interest) | $ | 50,864 | $ | 44,918 | ||||
| Administrative | 16,796 | 11,221 | ||||||
| Interest | 8,055 | 7,657 | ||||||
| Total Expenses | $ | 75,715 | $ | 63,796 | ||||
| Income Before Tax Provision | $ | 54,303 | $ | 83,299 | ||||
| Provision for Income Tax: | ||||||||
| Federal Income Tax | $ | 18,000 | $ | 27,000 | ||||
| State Income Tax | 2,200 | 4,000 | ||||||
| Total Provision for Income Tax | $ | 20,200 | $ | 31,000 | ||||
| Net Income | $ | 34,103 | $ | 52,299 | ||||
| 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.
| 4 |
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JANUARY 31, 20162017 AND 20152016
(UNAUDITED)
| 1/31/16 | 1/31/15 | |||||||
| Revenues: | ||||||||
| Rental Income | $ | 442,722 | $ | 413,893 | ||||
| Other Income | 4,454 | 3,533 | ||||||
| Total Revenues | $ | 447,176 | $ | 417,426 | ||||
| Expenses: | ||||||||
| Rental Expenses (Except Interest) | $ | 175,122 | $ | 177,348 | ||||
| Administrative | 34,767 | 37,635 | ||||||
| Interest | 21,722 | 22,832 | ||||||
| Total Expenses | $ | 231,611 | $ | 237,815 | ||||
| Income Before Tax Provision | $ | 215,565 | $ | 179,611 | ||||
| Provision (Benefit) for Income Tax: | ||||||||
| Federal Income Tax | $ | 68,000 | $ | 55,000 | ||||
| State Income Tax | 10,000 | 7,500 | ||||||
| Total Provision for Income Tax | $ | 78,000 | $ | 62,500 | ||||
| Net Income | $ | 137,565 | $ | 117,111 | ||||
| Income per Common Share (Basic) | $ | .02 | $ | .02 | ||||
| Average Shares of Common Stock Outstanding | 5,000,000 | 5,000,000 | ||||||
(UNAUDITED)
| 1/31/17 | 1/31/16 | |||||||
| Revenues: | ||||||||
| Rental Income | $ | 431,923 | $ | 442,722 | ||||
| Other Income | 4,854 | 4,454 | ||||||
| Total Revenues | $ | 436,777 | $ | 447,176 | ||||
| Expenses: | ||||||||
| Rental Expenses (Except Interest) | $ | 174,881 | $ | 175,122 | ||||
| Administrative | 40,337 | 34,767 | ||||||
| Interest | 21,958 | 21,722 | ||||||
| Total Expenses | $ | 237,176 | $ | 231,611 | ||||
| Income Before Tax Provision | $ | 199,601 | $ | 215,565 | ||||
| Provision (Benefit) for Income Tax: | ||||||||
| Federal Income Tax | $ | 68,000 | $ | 68,000 | ||||
| State Income Tax | 10,000 | 10,000 | ||||||
| Total Provision for Income Tax | $ | 77,200 | $ | 78,000 | ||||
| Net Income | $ | 122,401 | $ | 137,565 | ||||
| Income per Common Share (Basic) | $ | .02 | $ | .02 | ||||
| Average Shares of Common Stock Outstanding | 5,000,000 | 5,000,000 | ||||||
See Accompanying Notesaccompanying notes to Financial Statements.financial statements.
3
| 5 |
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2017 AND 2016
(UNAUDITED)
| 1/31/17 | 1/31/16 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income | $ | 122,401 | $ | 137,565 | ||||
| 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 | 9,022 | ||||||
| Deferred Tax Asset Valuation Adjustment | ||||||||
| Changes in Operating Assets and Liabilities | (60,388 | ) | (27,975 | ) | ||||
| Net Cash Provided by Operating Activities | $ | 78,069 | $ | 127,526 | ||||
| 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 | ) | ||
| Proceeds from Stock option purchase | ||||||||
| Net Cash Provided by (used by) Financing Activities | $ | (33,435 | ) | $ | (33,435 | ) | ||
| Net Increase in Cash and Cash Equivalents | $ | 44,634 | $ | 94,091 | ||||
| Cash and Cash Equivalents at the Beginning of Year | 1,817,572 | 1,665,062 | ||||||
| Cash and Cash Equivalents at the End of Quarter | $ | 1,862,206 | $ | 1,759,153 | ||||
| Additional Cash Flow Information: | ||||||||
| Cash Payments During the Year | ||||||||
| Interest | $ | 23,431 | $ | 23,225 | ||||
| Income Taxes | $ | 65,577 | $ | 82,158 | ||||
See accompanying notes to financial statements.
| 6 |
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2017
(UNAUDITED)
NOTE A – BASIS 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 nine month period ending January 31, 2017 are not necessarily indicative of results that may be expected for the year ended April 30, 2017.
For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2016 and for the year ended April 30, 2016.
NOTE 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 of 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (Third Quarter of 2017 Fiscal Year compared to Third Quarter of 2016 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 through the third quarter of 2016 was $146,000, compared to $128,000 in the third quarter of 2017. Rental income declined due to the termination of certain leases.
Other Income. The Company generated other income of $2,000 in the third quarter of fiscal year 2016 and 2017. Other 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 $45,000 in the third quarter of 2016 and $51,000 in the third quarter of 2017.
Administrative Expenses. The Company’s administrative expenses were $11,000 in the third quarter of 2016 and $17,000 in 2017.
Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $8,000 in the third quarter of 2016 and 2017.
Provision for Income Taxes. The Company had a tax provision of $31,000 in the third quarter of fiscal 2016 and $20,000 in 2017.
Net Income. As a result of the foregoing factors, the Company had net income of $52,000 in the third quarter of fiscal 2016 and $34,000 in third quarter of 2017.
Results of Operations (First Three Quarters of 2017 Fiscal Year compared to First Three Quarters of 2016 Fiscal Year)
Rental Income.. Rental income through the first three quarters of 2016 was $443,000, compared to $432,000 in the first three quarters of 2017.
Other Income. The Company generated other income of $4,000 through the first three quarters of fiscal year 2016 and $5,000 in the first three quarters of 2017. Other income in these quarters consisted of interest income and miscellaneous income.
Rental Expense (Excluding Interest). Rental expenses were $175,000 through the first three quarters of 2016 and 2017.
Administrative Expenses. The Company’s administrative expenses were $35,000 in the first three quarters of fiscal years 2016 and $40,000 for 2017.
| 8 |
Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $22,000 in the first three quarters of fiscal years 2016 and 2017.
Provision for Income Taxes. The Company had a tax provision of $78,000 in the first three quarter of fiscal 2016 and $77,000 in 2017.
Net Income. As a result of the foregoing factors, the Company had net income of $138,000 in the first three quarters of fiscal 2016 and $122,000 in first three quarters of 2017.
Liquidity and Capital Resources
The Company’s cash increased by $94,000 during the nine months of fiscal year 2016 compared to an increase of $45,000 during the first nine months of fiscal year 2017. As of January 31, 2017, the Company’s cash position was approximately $1,862,000.
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.
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
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 January 31, 2017. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2017.
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 January 31, 2017.
| 9 |
| ITEM 6. | EXHIBITS |
| (a) | Exhibits |
| Exhibit No. | Description | |
| (31.1) | Certification of Principal Executive Officer pursuant to Rule 13a-14(a). | |
| (31.2) | Certification of Principal Financial Officer pursuant to Rule 13a-14(a). | |
| (32.1) | Certification of Principal Executive Officer and Principal 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.
| 10 |
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. | ||||
| Dated: | June 5, 2017 | By: | /s/ | |
and | ||||
| 11 |