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, 2012 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¨ Noþ
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. 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 companyþ
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 October 31, 2012 is 5,000,000 shares.
MILLER INDUSTRIES, INC.
FORM 10-Q
October 31, 2012
INDEX
| | | Page No. |
| | | |
| PART I: | FINANCIAL INFORMATION | |
| | | |
| Item 1. | Financial Statements | |
| | | |
| | Balance Sheets dated as of October 31, 2012 and April 30, 2012 | 1 |
| | | |
| | Statement of Operations – Three Months Ended October 31, 2012 | |
| | and 2011 | 3 |
| | | |
| | Statement of Operations –Six Months Ended October 31, 2012 | |
| | and 2011 | 4 |
| | | |
| | Statement of Cash Flows - Six Months Ended October 31, 2012 | |
| | and 2011 | 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 | 10 |
| | | |
| Item 4. | Controls and Procedures | 10 |
| | | |
| Item 5. | Other Matters and Subsequent Events | 11 |
| | | |
| PART II: OTHER INFORMATION | |
| | |
| Item 1. | Legal Proceedings | 11 |
| | | |
| Item 6. | Exhibits | 11 |
| | | |
| Signatures | | 12 |
MILLER INDUSTRIES, INC.
BALANCE SHEET
October 31, 2012
(UNAUDITED)
ASSETS
| | | 2012 | |
| 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 | | | 908,349 | |
| Net Book Value | | $ | 319,359 | |
| Other Assets: | | | | |
| Cash and Cash Equivalents | | $ | 1,715,847 | |
| Accounts Receivable (Less Allowance for | | | | |
| Doubtful Accounts of $ 3,192) | | | - | |
| Prepaid Expenses and Other Assets | | | 28,069 | |
| Deferred Lease Incentive (Net of Accumulated | | | | |
| Amortization - $13,874) | | | 9,208 | |
| Loan Costs, Less Accumulated | | | | |
| Amortization – | | | | |
| Loan Costs, Less Accumulated Amortization of $ 3,130 | | | 7,604 | |
| Deferred Tax | | | 45,298 | |
| Total Other Assets | | $ | 1,806,650 | |
| | | | | |
| TOTAL ASSETS | | $ | 2,126,009 | |
| | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
| Liabilities: | | | | |
| Mortgage and Notes Payable | | $ | 1,226,950 | |
| Accounts Payable and Accrued Expenses | | | 348,564 | |
| Tenant’s Deposits and Advance Rent | | | 49,450 | |
| Total Liabilities | | $ | 1,624,924 | |
| 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 | | | (961,057 | ) |
| Total Shareholders’ Equity | | $ | 501,045 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 2,126,009 | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
BALANCE SHEET
April 30, 2012
ASSETS
| | | 2012 | |
| 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 | | | 892,483 | |
| Net Book Value | | $ | 340,225 | |
| Other Assets: | | | | |
| Cash and Cash Equivalents | | $ | 1,594,700 | |
| Accounts Receivable ( Less Allowance for Doubtful | | | | |
| Accounts of $ 4,142) | | | ---- | |
| Prepaid Expenses and Other Assets | | | 12,748 | |
| Deferred Lease Incentive (Net of Accumulated | | | | |
| Amortization - $ 5,982) | | | 17,100 | |
| Loan Costs, Less Accumulated Amortization of $ 1,521 | | | 9,214 | |
| Deferred Tax | | | 69,228 | |
| Total Other Assets | | $ | 1,702,990 | |
| TOTAL ASSETS | | $ | 2,043,215 | |
| | | | | |
| | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
| Liabilities: | | | | |
| Mortgage and Notes Payable | | $ | 1,293,819 | |
| Accounts Payable and Accrued Expenses | | | 386,476 | |
| Tenant’s Deposits and Advance Rent | | | 72,033 | |
| | | | | |
| Total Liabilities | | $ | 1,7582,328 | |
| | | | | |
| 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 | | | (1,050,175 | ) |
| | | | | |
| Total Shareholders’ Equity | | $ | 290,887 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 2,043,215 | |
See Accompanying Notes to Financial Statements.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2012 AND 2011
(UNAUDITED)
| | | 10/31/11 | | | 10/31/12 | |
| Revenues: | | | | | | |
| Rental Income | | $ | 98,984 | | | $ | 102,090 | |
| Hardware Sales (Net) | | | 138 | | | | | |
| Other Income | | | 1,641 | | | | 1,431 | |
| | | | | | | | | |
| Total Revenues | | $ | 100,763 | | | $ | 103,521 | |
| | | | | | | | | |
| Expenses: | | | | | | | | |
| Rental Expenses (Except Interest) | | $ | 55,677 | | | $ | 50,720 | |
| Administrative | | | 10,855 | | | | 10,522 | |
| Interest | | | 8,984 | | | | 8,672 | |
| | | | | | | | | |
| Total Expenses | | $ | 74,995 | | | $ | 69,944 | |
| | | | | | | | | |
| Income Before Tax Provision | | $ | 25,768 | | | $ | 33,577 | |
| | | | | | | | | |
| Provision (Benefit) for Income Tax: | | | | | | | | |
| Federal Income Tax | | $ | 5,500 | | | | 10,000 | |
| State Income tax | | | 1,300 | | | | 2,100 | |
| | | | | | | | | |
| Total Provision for Income Tax | | | 6,800 | | | $ | 12,100 | |
| | | | | | | | | |
| Net Income | | $ | 18,968 | | | $ | 21,477 | |
| | | | | | | | | |
| 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
MILLER INDUSTRIES, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011
(UNAUDITED)
| | | 10/31/11 | | | 10/31/12 | |
| Revenues: | | | | | | |
| Rental Income | | $ | 197,967 | | | $ | 204,180 | |
| Hardware Sales (Net) | | | 138 | | | | - | |
| Other Income | | | 3,309 | | | | 2,822 | |
| | | | | | | | | |
| Total Revenues | | $ | 201,414 | | | $ | 207,002 | |
| | | | | | | | | |
| Expenses: | | | | | | | | |
| Rental Expenses (Except Interest) | | $ | 105,008 | | | $ | 94,163 | |
| Administrative | | | 22,441 | | | | 20,881 | |
| Interest | | | 16,269 | | | | 15,613 | |
| | | | | | | | | |
| Total Expenses | | $ | 143,718 | | | $ | 130,657 | |
| | | | | | | | | |
| Income Before Tax Provision | | $ | 57,696 | | | $ | 76,345 | |
| | | | | | | | | |
| Provision (Benefit) for Income Tax: | | | | | | | | |
| Federal Income Tax | | $ | 13,000 | | | $ | 20,000 | |
| State Income Tax | | | 3,000 | | | | 4,200 | |
| Total Provision for Income Tax | | $ | 16,000 | | | $ | 24,200 | |
| | | | | | | | | |
| Net Income | | $ | 41,696 | | | $ | 52,145 | |
| | | | | | | | | |
| Income per Common Share (Basic) | | $ | .01 | | | $ | .01 | |
| | | | | | | | | |
| Average Shares of Common Stock Outstanding | | | 4,562,910 | | | | 5,000,000 | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011
(UNAUDITED)
| | | 10/31/11 | | | 10/31/12 | |
| Cash Flows from Operating Activities: | | | | | | |
| Net Income (Loss) | | $ | 41,696 | | | $ | 52,145 | |
| Adjustments to Reconcile Net Income to Net Cash | | | | | | | | |
| Provided by (used for) Operating Activities | | | | | | | | |
| Provision for Bad Debts | | | (250 | ) | | | - | |
| Depreciation | | | 7,971 | | | | 6,955 | |
| Amortization | | | 3,121 | | | | 3,167 | |
| Deferred Tax Asset Valuation Adjustment | | | 16,000 | | | | - | |
| Changes in Operating Assets and Liabilities | | | (139,658 | ) | | | 66,414 | |
| Net Cash Provided by Operating Activities | | $ | (71,120 | ) | | $ | 128,681 | |
| | | | | | | | | |
| 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 | | $ | (22,290 | ) | | $ | (22,290 | ) |
| Proceeds from stock option purchase | | | 121,040 | | | | - | |
| | | | | | | | | |
| Net Cash Provided by (used by) Financing | | | | | | | | |
| Activities | | $ | 98,750 | | | $ | (22,290 | ) |
| | | | | | | | | |
| Net Increase in Cash and Cash | | | | | | | | |
| Equivalents | | $ | 27,630 | | | $ | 106,391 | |
| | | | | | | | | |
| Cash and Cash Equivalents at the Beginning of Year | | | 1,594,700 | | | | 1,609,457 | |
| Cash and Cash Equivalents at the End of Quarter | | $ | 1,622,330 | | | $ | 1,725,848 | |
| | | | | | | | | |
| Additional Cash Flow Information: | | | | | | | | |
| Cash Payments During the Year | | | | | | | | |
| Interest | | $ | 7,285 | | | $ | 8,672 | |
| Income Taxes | | $ | - | | | $ | - | |
See Accompanying Notes to Financial Statements.
MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(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 period ending October 31, 2012 are not necessarily indicative of results that may be expected for the year ended April 30, 2013.
For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2012 and for the year ended April 30, 2012.
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.
Miller Industries, Inc.
Miller Industries, Inc.
Notes to Financial Statements
NOTE D – Stock Options
A summary of the status of the company’s stock option agreement as of October 31, 2012 and 2011, and changes during the years then ended were as follows:
| | | 2011 | | | 2012 | |
| | | | | | | | | | | | | |
| | | Shares Subject to Option | | | Exercise Price Per Share | | | Shares Subject to Option | | | Exercise Price Per Share | |
| | | | | | | | | | | | | |
| Outstanding, May 1 | | | 2,017,338 | | | $ | .06 | | | | - | | | | - | |
| Granted | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Exercised | | | 2,017,338 | | | $ | .06 | | | | - | | | | - | |
| Cancelled | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Outstanding/Exercisable, October 31 | | | - | | | | - | | | | - | | | | - | |
On June 7, 2011, Angelo Napolitano exercised his options to acquire 2,017,338 Shares of the company’s common stock at a price of $.06 per Share.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (Second Quarter of 2012 Fiscal Year compared to Second Quarter of 2011 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 during the second quarter of 2011 was $99,000, compared to $102,000 in the second quarter of 2012.
Hardware Sales (net). 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. Net sales were immaterial in 2011 and 2012.
Other Income. The Company generated other income of less than $2,000 during the second quarter of fiscal year 2011 and 2012. 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 $56,000 through the second quarter of 2011 and $51,000 through the second quarter of 2012.
Administrative Expenses. The Company’s administrative expenses were $11,000 in the second quarters of fiscal years 2011 and 2012.
Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $9,000 in the second quarter of fiscal year 2011 and in 2012.
Provision for Income Taxes. The Company had a tax provision of $7,000 in the second quarter of fiscal 2011 and $12,000 in 2012.
Net Income. As a result of the foregoing factors, The Company had net income of $20,000 in the second quarters of fiscal 2011 and $19,000 in second quarter of 2012.
Results of Operations (First Six Months of 2012 Fiscal Year compared to First Six Months of 2011 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 during the first six months of 2011 was $201,000, compared to $207,000 in the first six months of 2012.
Hardware Sales (net). 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. Net sales were immaterial in 2011 and 2012.
Other Income. The Company generated other income of $3,000 through the first six months of fiscal year 2011 and 2012. 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 $105,000 through the first six months of 2011 and $94,000 through first six months of 2012.
Administrative Expenses. The Company’s administrative expenses were $22,000 in the first six months of fiscal years 2011 and $21,00 in 2012.
Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $16,000 in the first six months of fiscal year 2011 and in 2012.
Provision for Income Taxes. The Company had a tax provision of $16,000 in the first six months of fiscal 2011 and $24,000 in 2012.
Net Income. As a result of the foregoing factors, the Company had net income of $42,000 in the first six months of fiscal 2011 and $52,000 in first six months of 2012.
Liquidity and Capital Resources
The Company’s cash increased by $28,000 during the first six months of fiscal year 2011 compared to an increase of $106,000 during the first six months of fiscal year 2012. During the first six months of fiscal year 2011, the Company received a cash infusion of $121,000 from the exercise of stock options. The Company used the proceeds to reduce the Company’s accounts payables. As of July 31, 2012, The Company’s cash position was approximately $1,716,000.
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.
One of the Company’s tenants, which leased, approximately 20,000 square feet indicated its intention not to renew its lease expiring on September 30, 2012. Rental income of approximately $13,000 per month ($155,000 per annum) will cease during September 2012. The Company is seeking new tenants for this space. The loss of rental income will have a material impact on the Company’s profitability until this space is leased to new tenants.
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, 2012. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2012.
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, 2012.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The State of California State Controller filed a complaint against the Company in the Superior Court of California. In the complaint, the State asserts that the Company had failed to report the alleged abandonment of certain shares of the Company’s common stock in a timely manner and, as a result, the Company was obligated to pay the State the amount of $102,230. The State and the Company entered into a Tolling Agreement in order to allow the Company to investigate this matter. During 2012, the Company submitted evidence to the State of California that the shares in question were not owned by a California resident and therefore not subject to any penalty. On December 11, 2012, the Company’s attorney received confirmation that the state of California has dropped its claim against the Company.
ITEM 6. EXHIBITS
| | (a) | Exhibits | |
| | | | |
| | | 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 |
| | | | |
| | (b) | Reports on Form 8-K. |
| | | | |
| | | 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: May 28, 2013 | | By: | /s/ Angelo Napolitano |
| | | | Angelo Napolitano Chairman of the Board of Directors Chief Executive Officer Principal Financial Officer |
