SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2008 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.) |
16295 N.W. 13th Avenue., 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 of such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing required for the past 90 days.
Yes ¨ No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. 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 company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
The number of shares outstanding of each of the issuer's classes of common stock, par value $.05 per share, as of October 31, 2008 is 2,982,662 shares.
MILLER INDUSTRIES, INC.
FORM 10-Q
October 31, 2008
INDEX
| | | Page No. |
| | | |
| PART I: | FINANCIAL INFORMATION | |
| | | |
| Item 1. | Financial Statements | |
| | | |
| | Balance Sheets dated as of October 2008 and April 30, 2008 | 1 |
| | | |
| | Statement of Operations – Three Months Ended October 31, 2008 and 2007 | 3 |
| | | |
| | Statement of Operations – Three and Six Months Ended October 31, 2008 and 2007 | 4 |
| | | |
| | Statement of Cash Flows - Six Months Ended October 31, 2008 and 2007 | 5 |
| | | |
| | Notes to Financial Statements | 6 |
| | | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| | | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 11 |
| | | |
| Item 4. | Controls and Procedures | 12 |
| | | |
| PART II: OTHER INFORMATION | |
| | |
| Items 1 to 6 | 13 |
| | |
| Signatures | 13 |
MILLER INDUSTRIES, INC.
BALANCE SHEET
OCTOBER 31, 2008
(UNAUDITED)
| 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 | | | | | | | 852,333 | |
| Net Book Value | | | | | | $ | 380,375 | |
| | | | | | | | | |
Other Assets: | | | | | | | | |
| Cash and Cash Equivalents | | $ | 1,425,649 | | | | | |
| Accounts Receivable (less Allowance for Doubtful Accounts of $ 20,000) | | | 17,024 | | | | | |
| Deferred Tax Asset | | | 159,000 | | | | | |
| Prepaid Expenses and Other Assets | | | 4,650 | | | | | |
| Deferred Lease Incentive (Net of Accumulated Amortization - $ 57,107) | | | 16,493 | | | | | |
| Loan Costs, Less Accumulated Amortization of $ 23,712 | | | 2,636 | | | | | |
| Total Other Assets | | | | | | | 1,625,016 | |
| TOTAL ASSETS | | | | | | $ | 2,005,391 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Liabilities: | | | | | | | | |
| Mortgages and Notes Payable | | $ | 1,426,506 | | | | | |
| Accounts Payable and Accrued Expenses | | | 456,139 | | | | | |
| Tenant Security Deposits | | | 48,950 | | | | | |
| Total Liabilities | | | | | | $ | 1,931,595 | |
| | | | | | | | | |
Shareholders’ Equity: | | | | | | | | |
| Common Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and outstanding | | $ | 149,133 | | | | | |
| Paid-in Capital | | | 1,191,929 | | | | | |
| Deficit | | | (1,267,266 | ) | | | | |
| Total Shareholders’ Equity | | | | | | | 73,796 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | $ | 2,005,391 | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
BALANCE SHEET
APRIL 30, 2008
| 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 | | | 843,540 | |
| Net Book Value | | $ | 389,168 | |
| | | | | |
Other Assets: | | | | |
| Cash | | $ | 1,318,950 | |
| Accounts Receivable (Less Allowance for Doubtful Accounts of $ 15,000) | | | 14,525 | |
| Prepaid Expenses and Other Assets | | | 9,469 | |
| Deferred Lease Incentive (Net of Accumulated Amortization - $50,802) | | | 22,798 | |
| Loan Costs, Less Accumulated Amortization of $ 22,395 in 2008 | | | 3,953 | |
| Deferred Tax Assets | | | 183,000 | |
| Deferred Rent Receivable | | | 16,192 | |
| Total Other Assets | | $ | 1,568,887 | |
| TOTAL ASSETS | | $ | 1,958,055 | |
| | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
Liabilities: | | | | |
| Mortgage and Notes Payable | | $ | 1,449,945 | |
| Accounts Payable and Accrued Expenses | | | 419,202 | |
| Tenants’ and Customers’ Deposits | | | 69,650 | |
| | | | | |
| Total Liabilities | | $ | 1,938,797 | |
| | | | | |
Shareholders’ Deficiency: | | | | |
| Common Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and outstanding | | $ | 149,133 | |
| Paid-in Capital | | | 1,191,929 | |
| Deficit | | | (1,321,804 | ) |
| Total Shareholders’ Equity | | $ | 19,258 | |
| TOTAL LIABILITIES AND | | | | |
| SHAREHOLDERS’ EQUITY | | $ | 1,958,055 | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2008 AND 2007
(UNAUDITED)
| | | Three Months Ended | |
| | | 10/31/08 | | | 10/31/07 | |
| | | | | | | |
| Revenues: | | | | | | |
| Rental Income | | $ | 134,062 | | | $ | 121,939 | |
| Hardware Sales (Net) | | | 353 | | | | 209 | |
| Other Income | | | 9,778 | | | | 12,879 | |
| | | | | | | | | |
| Total Revenue | | $ | 144,193 | | | $ | 135,027 | |
Expenses: | | | | | | | | |
| Rental Expense (Except Interest) | | $ | 82,842 | | | $ | 48,915 | |
| Administrative | | | 10,803 | | | | 9,240 | |
| Interest | | | 25,999 | | | | 28,724 | |
| Total Expenses | | $ | 119,644 | | | $ | 86,879 | |
| Income Before Tax Provision | | $ | 24,549 | | | $ | 48,148 | |
| | | | | | | | | |
Provision for Income Tax: | | | | | | | | |
| Federal Income Tax | | $ | 3,600 | | | $ | 10,500 | |
| State Income Tax | | | 1,400 | | | | 2,100 | |
| | | | | | | | | |
| Total Provision for Income Tax | | $ | 5,000 | | | $ | 12,600 | |
| | | | | | | | | |
| Net Income | | $ | 19,549 | | | $ | 35,548 | |
| | | | | | | | | |
| Income per Common Share | | $ | .01 | | | $ | .01 | |
| | | | | | | | | |
| Average Shares of Common Stock Outstanding | | | 2,982,662 | | | | 2,982,662 | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
(UNAUDITED)
| | | Six Months Ended | |
| | | 10/31/08 | | | 10/31/07 | |
| | | | | | | |
Cash Flows From Operating Activities: | | | | | | |
| | | | | | | |
| Net Income | | $ | 54,538 | | | $ | 74,362 | |
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | | | | | | | | |
| Provision for Bad Debts | | | 15,027 | | | | - | |
| Depreciation | | | 8,793 | | | | 7,807 | |
| Amortization | | | 7,623 | | | | 8,608 | |
| Deferred Tax Asset Valuation Adjustment | | | 24,000 | | | | - | |
| Changes in Operating Assets and Liabilities | | | 20,157 | | | | 94,153 | |
| Net Cash Provided by Operating Activities | | $ | 130,138 | | | $ | 184,930 | |
| | | | | | | | | |
Cash Flows From Investing Activities: | | | | | | | | |
| Acquisition of Property and Equipment | | $ | - | | | $ | - | |
| Net Cash (Used in) Investing Activities | | $ | - | | | $ | - | |
| | | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | |
| Principal Payments Under Borrowings | | $ | (23,439 | ) | | $ | (20,466 | ) |
| Addition to Debt | | | - | | | | - | |
| | | | | | | | | |
| Net Cash Provided by (Used in) Financing Activities | | $ | (23,439 | ) | | $ | (20,466 | ) |
| | | | | | | | | |
| Net Increase in Cash and Cash Equivalents | | $ | 106,699 | | | $ | 164,464 | |
| | | | | | | | | |
| Cash at the Beginning of Year | | | 1,318,950 | | | | 1,074,565 | |
| Cash at the End of Year | | $ | 1,425,649 | | | $ | 1,239,029 | |
| | | | | | | | | |
| Additional Cash Flow Information: | | | | | | | | |
| Cash Paid for Interest | | $ | 25,999 | | | $ | 52,123 | |
| Cash Paid for Income Tax | | $ | - | | | $ | - | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
(UNAUDITED)
| | | Six Months Ended | |
| | | 10/31/08 | | | 10/31/07 | |
| | | | | | | |
Cash Flows From Operating Activities: | | | | | | |
| | | | | | | |
| Net Income | | $ | 54,538 | | | $ | 74,362 | |
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | | | | | | | | |
| Provision for Bad Debts | | | 15,027 | | | | - | |
| Depreciation | | | 8,793 | | | | 7,807 | |
| Amortization | | | 7,623 | | | | 8,608 | |
| Deferred Tax Asset Valuation Adjustment | | | 24,000 | | | | - | |
| Changes in Operating Assets and Liabilities | | | 20,157 | | | | 94,153 | |
| Net Cash Provided by Operating Activities | | $ | 130,138 | | | $ | 184,930 | |
| | | | | | | | | |
Cash Flows From Investing Activities: | | | | | | | | |
| Acquisition of Property and Equipment | | $ | - | | | $ | - | |
| Net Cash (Used in) Investing Activities | | $ | - | | | $ | - | |
| | | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | |
| Principal Payments Under Borrowings | | $ | (23,439 | ) | | $ | (20,466 | ) |
| Addition to Debt | | | - | | | | - | |
| | | | | | | | | |
| Net Cash Provided by (Used in) Financing Activities | | $ | (23,439 | ) | | $ | (20,466 | ) |
| | | | | | | | | |
| Net Increase in Cash and Cash Equivalents | | $ | 106,699 | | | $ | 164,464 | |
| | | | | | | | | |
| Cash at the Beginning of Year | | | 1,318,950 | | | | 1,074,565 | |
| Cash at the End of Year | | $ | 1,425,649 | | | $ | 1,239,029 | |
| | | | | | | | | |
| Additional Cash Flow Information: | | | | | | | | |
| Cash Paid for Interest | | $ | 25,999 | | | $ | 52,123 | |
| Cash Paid for Income Tax | | $ | - | | | $ | - | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
(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 six month and the three month period ending October 31, 2008 are not necessarily indicative of results that may be expected for the year ended April 30, 2009.
For further information, refer to the financial statements and footnotes thereto of the Company as of April 30, 2008 and for the year ended April 30, 2008.
NOTE B - INCOME PER SHARE:
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the Company has no potentially dilutive securities outstanding, as under the treasury stock method, options and warrants are dilutive only when the average market price of common stock during the period is greater than the exercise price of the options and warrants.
NOTE C - OTHER MATTERS:
On June 30, 2005, the Company issued stock options to Angelo Napolitano in exchange for the benefits he has provided to the Company through his personal guarantee of the Company’s bank loan, and the services rendered by Mr. Napolitano in his capacity as the Company’s sole officer and director. The options vest 100% at the grant date and expire in 10 years from the grant date. The Company granted options to Mr. Napolitano to purchase up to 2,017,338 shares of the Company’s common stock during the term of the options at a price equal to $0.18 per share (Exercise Price).
MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
(UNAUDITED)
The average fair values of the options granted during fiscal 2006 were estimated at $0.0324, using the Black-Scholes options-pricing model, which included the following assumptions:
| Stock Price | | $ | 0.05 | |
| Strike Price | | | 0.18 | |
| Expected Life | | 9.17 Years | |
| Risk-Free Interest Rate | | | 3.80 | % |
| Volatility | | | 79.23 | % |
Approximately $65,400 was recorded as compensation expense for fiscal 2006 related to this grant.
The following summarized information concerning currently outstanding and exercisable options at October 31, 2008.
| | | | Options Outstanding/Exercisable | |
| | | | | | | | |
| Exercise Price | | | Number Outstanding at 10/31/08 | | | Average Remaining Life | |
| | | | | | | | |
| $ | 0.18 | | | | 2,017,338 | | | | 6.5 | |
NOTE D – LOSS OF TENANT:
A tenant, in the furniture industry, notified the Company that they can not continue to pay the rent for their space of approximately 23,700 square feet, as their business is off considerably due to the housing market and the economic down-turn. The tenant vacated the premises prior to October 31, 2008. Annual rental income that terminated October 31, 2008 amounted to approximately $ 142,600 for each year for fiscal 2008 and fiscal 2007. At October 31, 2008 the Tenant owed the Company approximately $ 37,000 for past due rents, late fees, and other charges. The two principals of the tenant personally signed a promissory note in favor of the Company for this amount. The note is payable $ 2,314 per month beginning December 1, 2008 and continuing until the note is satisfied. The Company has provided an allowance for doubtful accounts in this matter of approximately $ 20,000 at October 31, 2008.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (Second Quarter of 2009 Fiscal Year Compared to Second Quarter of 2008 Fiscal Year)
Rental Income
The Company's results of operations are primarily dependant 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 during the second quarter of the 2009 fiscal year was $134,000, compared with $122,000 in the second quarter of 2008. Rental income increased due to the addition of a new tenant.
Hardware Sales
The Company receives revenue from the sale of replacement parts for the sliding glass doors and windows formerly manufactured by the Company. The Company utilizes its existing inventory of these parts to support these sales. These sales were $350 in 2009 and $200 in 2008. The Company generally expects demand for the replacement parts to decline over time due to the eventual replacement of the Company's doors and windows by current owners.
Other Income
The Company generated other income of $10,000 in the second quarter of 2009 and $13,000 in 2008. Other income consists 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, insurance, maintenance and repairs, utility costs and outside services. Rental expenses were $49,000 in the second quarter of 2008 compared to $83,000 in the second quarter of 2009. The principal components were management fees ($9,000 in 2008 and $12,000 in 2009), taxes ($22,000 in 2008 and $36,000 in 2009), depreciation and amortization ($8,000 in 2008 and $8,000 in 2009) insurance ($4,000 in 2008 and $5,000 in 2009), and bad debt provision ($0 in 2008 and $15,000 in 2009).
Cost of Hardware Sales
The Company records the cost of its hardware sales in connection with the sale of replacement parts to customers of its former window and sliding glass door business. These costs are tied to the level of hardware sales. These costs were not material in the second quarter of 2009 or in the second quarter of 2008.
Administrative Expenses
The Company's administrative expenses were $9,000 in 2008 and $11,000 in 2009. They primarily consist of accounting and legal fees, and shareholders expenses.
Interest Expense
The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $26,000 in 2009 compared to $29,000 in 2009. The decrease in the amount of interest was attributable to an decrease in the prime rate. The loan bears interest at prime plus ½%.
Provision for Income Taxes
The Company recorded a provision for income tax of $13,000 in 2008, compared to $5,000 in 2009, based upon the Company's income during the quarters.
Net Income
As a result of the foregoing factors, the Company had net income of $36,000 in the second quarter of 2008, compared to net income of $20,000 in the second quarter of 2009.
Results of Operations (First Half of 2009 Fiscal Year Compared to First Half of 2008 Fiscal Year)
Rental Income
The Company's results of operations are primarily dependant 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 during the first half of the 2009 fiscal year was $258,000, compared with $243,000 in the first half of 2008. Rental income increase due to the addition of a new tenant.
Hardware Sales
The Company receives revenue from the sale of replacement parts for the sliding glass doors and windows formerly manufactured by the Company. The Company utilizes its existing inventory of these parts to support these sales. These sales, net of cost of goods sold, were $400 in the first half of 2009 and $800 in 2008. The Company generally expects demand for the replacement parts to decline over time due to the eventual replacement of the Company's doors and windows by current owners.
Other Income
The Company generated other income of $15,000 in the first half of 2008 and $25,000 in the first half of 2008. Other income consists 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, insurance, maintenance and repairs, utility costs and outside services. Rental expenses were $126,000 in the first half of 2009 and $86,000 in the first half of 2008. The $40,000 increase in 2009 was due to the higher taxes and higher provision for bad debts.
Administrative Expenses
The Company's administrative expenses were $22,000 in the first half of 2009, compared to $20,000 in 2008. The increase was primarily due to higher accounting and legal fees.
Interest Expense
The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $47,000 in the first half of 2009 compared to $52,000 in 2008. The increase in the amount of interest was attributable to an increase in the prime rate. The loan bears interest at prime plus ½%.
Provision for Income Taxes
The Company recorded a provision of $24,000 in the first half of 2009, and $36,000 in the first half of 2008, based upon the Company's income during these periods.
Net Income
As a result of the foregoing factors, the Company had net income of $55,000 in the first half of 2009, compared to net income of $74,000 in the first half of 2008.
Liquidity and Capital Resources
The Company's cash increased by $107,000 during the first six months of the 2009 fiscal year compared with an increase of $164,000 during the first six months of fiscal year 2008. The increase in cash in 2009 was due to cash flow from operations. As of October 31, 2008, the Company's cash position was approximately $1,426,000.
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 new 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 October 31, 2008. The Company's Chief Executive Officer and Chief Executive Financial Officer concluded that the Company's disclosure controls and procedures were effective as of October 31, 2008.
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 October 31, 2008.
PART II. OTHER INFORMATION
| ITEM 6. | REPORTS ON FORM 8-K |
Exhibit No. | | Description |
| | | |
| (31.1) | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a). |
| | | |
| (31.2) | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a). |
| | | |
| (32.1) | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Not applicable.
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: October 9, 2009 | By: | /s/ Angelo Napolitano |
| | | Angelo Napolitano Chairman of the Board of Directors Chief Executive Officer Principal Financial Officer |
