UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________.
Commission file No. 0-14651
MILLER BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3228778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
58120 County Road 3 South
Elkhart, Indiana 46517
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 295-1214
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 Per Share
(Title of class)
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 for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (x) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
Aggregate market value of voting stock held by nonaffiliated of the registrant,
based on the closing price of the stock as reported by the National Association
of Securities Dealers' Automated Quotation Systems, on August 29, 1997:
$27,075,474.
As of August 29, 1997, the Registrant had 3,252,151 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Annual Report on
Form 10-K:
Portions of Registrant's Proxy Statement for its 1997 Annual Meeting of
Stockholders (the "Proxy Statement"), which will be filed with the
Securities and Exchange Commission no later than 120 days after the end of
the Registrant's fiscal year, are incorporated into Part III.
PART I
ITEM 1. BUSINESS
The Company
Miller Building Systems, Inc. ("Miller") is the parent of Miller
Structures, Inc. ("Structures"), Miller Telecom Services, Inc. ("Telecom") and
Miller Building Systems of Kansas, Inc. (incorporated in fiscal 1997.) All
operations of Miller are conducted through its three wholly owned subsidiaries
which design, manufacture, and market factory-built buildings.
Miller originally was organized as an Indiana corporation in November 1982
under the name of "Graylyon Corp." and then merged, effective April 1983, into
a Delaware corporation named "Gray Lyon Company". In November 1986, the Company
amended its Certificate of Incorporation to change its name to "Modular
Technology, Inc." In November 1988, the Company again amended its Certificate
of Incorporation to change its name to "Miller Building Systems, Inc." All
references to Miller herein refer to Miller Building Systems, Inc., a Delaware
corporation, and its predecessor Indiana corporation.
Effective June 29, 1997, Miller reorganized its operations and corporate
structure. The Structures and Telecom subsidiaries were reorganized as
manufacturing facilities which will produce both the Structures and Telecom
product lines. There are three major production facilities, which will operate
as wholly owned subsidiaries of Miller. These are Miller Building Systems of
Indiana, Inc. (formerly Miller Telecom Services, Inc.); Miller Building Systems
of Pennsylvania, Inc. (formerly Miller Structures, Inc.); and Miller Building
Systems of Kansas, Inc. The Structures plant in Vermont will operate under
Miller Building Systems of Pennsylvania, Inc., d.b.a. Miller Building Systems of
Vermont. The Vermont plant will manufacture the Structures product line. Miller
Building Systems of South Dakota, Inc.(formerly Miller Structures, Inc., a South
Dakota corporation) will operate as a wholly owned subsidiary of Miller Building
Systems of Kansas, Inc. and will also manufacture the Structures product line.
Miller Construction Services, Inc. is a newly formed, wholly owned subsidiary of
Miller. This subsidiary will provide complete turnkey service from site
preparation, through setting and installation.
During the fiscal year Miller sold its operation in Patterson, California
(see Note G of the Notes to Consolidated Financial Statements). The proceeds
from the sale of the California operation were used to fund the acquisition of
the Kansas facility (see Note C of the Notes to Consolidated Financial
Statements).
Miller maintains its Executive Offices at 58120 County Road 3 South,
Elkhart, Indiana 46517; telephone number (219) 295-1214. The Executive Office
is Miller's principal operating office from which it manages and coordinates the
activities of Structures and Telecom.
STRUCTURES
Structures is headquartered in Elkhart, Indiana and operates all
administrative, sales, and production from that location. The Structures office
controls manufacturing facilities in Bennington, Vermont; Elkhart, Indiana;
Leola, Pennsylvania; Sioux Falls, South Dakota and Burlington, Kansas.
Structures - Modular and Mobile Office Buildings
Products
The buildings produced by Structures are generally movable or relocatable
and are composed of either single or multiple units often referred to as modular
units. Individual units are either 8, 10, 12, or 14 feet in width and up to 80
feet in length. These individual units can be combined into buildings varying
in size from several hundred to several thousand square feet. Although most
buildings are one story, they can be built to be two or three stories high
depending on user requirements.
The factory-built buildings produced by Structures meet the specialized
needs of users, which include architectural and engineering firms, churches,
construction companies, correctional or prison authorities, educational and
financial institutions, libraries, medical and dental facilities, military
installations, post offices, real estate firms, restaurants and retail
businesses. The cost of the building varies depending on its application or its
specifications and may,in certain instances, be less expensive than a comparable
conventional site-built building. Structures' cost portion of a completed
building does not include transportation, site preparation, foundation and other
installation work which is the responsibility of the user and is often provided
and charged to the user by Structures' customer. In addition to all the
aforementioned costs, the price charged to the user by Structures' customer will
reflect a "mark-up" which is determined by Structures' customer and not by
Structures.
Buildings or units (modules) of buildings produced by Structures are
usually built on a steel frame. Attached to the frame, customarily, is a chassis
with wheels and axles. This chassis will either become a permanent portion of
the building, permitting it to be easily transported to another site, or be
removed at the building installation site. The chassis facilitates the
transportation of the individual units over the highways from Structures'
factory to either its customer's facilities or the user's installation site.
The floor, roof and walls of any building are constructed of conventional
building materials, primarily wood or comparable materials. The building or
module is fabricated in a process similar to conventional site-built
construction with appropriate variations. Structures also produces buildings
utilizing non-combustible materials. For these types of buildings, the floor is
made of concrete. The wall studs and roof frame are made of steel and other
components. The buildings utilize various other non-combustible materials.
Interiors and exteriors of the buildings are completed to customer
specifications. Finished buildings or modules include required electrical
wiring, plumbing, heating and air conditioning, and floor coverings. Exteriors
are constructed of wood, aluminum or other specified exterior materials such as
brick facing, etc.
Buildings produced by Structures are designed and engineered before
production. Detailed plans and other documentation prepared by Structures are
submitted to its customers and users as well as to various regulatory agencies
for approval prior to commencement of construction. Structures maintains its own
engineering and design staff which is capable of handling virtually all types of
building orders. On occasion, however, Structures may retain the services of
outside engineering and design firms.
Marketing
Structures does not sell its buildings directly to ultimate users of the
buildings. Structures' customers do not represent Structures on an exclusive
basis. Structures competes for customer orders based on price, quality, timely
delivery, engineering capability and general reputation for reliability.
Structures sells its products to approximately 75 customers. Customers may be
national, regional or local in nature. Customers will sell, rent or lease the
buildings purchased from Structures to the users. Structures believes a
significant portion of its product is either rented or leased by the users from
its customers.
Structures' sales staff calls on prospective customers in addition to
maintaining continuing contact with existing customers. The sales staff assists
its customers and their prospective customers in developing building
specifications in order to facilitate the preparation by Structures of a
quotation. The sales staff, in conjunction with the engineering staff,
maintains ongoing contact with the customer base.
Certain customers maintain rental fleets of standardized units such as
construction-site buildings or buildings for general office space requirements.
These buildings are generally rented or leased for a specific requirement, and
when the requirement has been satisfied, the buildings are returned to
Structures' customer for re-renting or leasing to other users. Other buildings
are produced to a specific user's requirements and Structures' customer will
either lease it to its customer or sell it outright. As a result of
transportation costs, the effective distribution range of buildings produced by
Structures is limited to an area within 400-600 miles from each manufacturing
facility.
Structures believes that the various leasing plans offered to the users by
its customers are a significant benefit of factory-built buildings over similar
conventional site-built buildings. Other significant benefits to the customer
are the speed with which a factory-built building can be made available for use
compared to on-site construction and the ability to relocate the building to
another site if the customer's utilization requirements change.
Certain companies within the industry served by Structures, including some
who are customers of Structures, have their own manufacturing facilities to
provide all or a portion of their building requirements. Structures does not
believe there is any specific identifiable industry trend or direction of its
customers having their own captive manufacturing capabilities. Certain customers
have acquired or started their own manufacturing facilities and other customers
have closed or reduced their manufacturing capability. Structures believes that
its customers are best served by having the flexibility of outside product
sources and avoiding the possible inefficiencies of captive manufacturing
facilities.
Structures is highly dependent on a limited number of customers, the loss
of which could have a material adverse effect on the operations of Miller. For
the fiscal years ended June 28, 1997 and June 29, 1996, the following customers
represented 10% or more of net sales of Miller: In-Roads, Inc. represented 15%
of Miller's net sales for the fiscal year ended June 28, 1997 and Transport
International Pool, Inc., d/b/a GE Capital Modular Space, a division of General
Electric Capital Corporation ("GE Capital"), represented 13% for the fiscal year
ended June 29, 1996.
Competition
Competition in the factory-built building industry is intense and
Structures competes with a number of entities, some of which may have greater
financial resources than Miller and Structures. To the extent that factory-
built buildings become more widely accepted as an alternative to conventional
on-site construction, competition from local contractors and manufacturers of
other pre-engineered building systems may increase. In addition to competition
from firms designing and constructing on-site buildings, Structures competes
with numerous factory-built building manufacturers that operate in particular
geographical regions.
Structures competes for orders from its customers primarily on the basis
of price, quality, timely delivery, engineering capability and reliability.
Structures believes that the principal basis on which it competes with on-site
construction is the combination of the timeliness of factory versus on-site
construction, the cost of its products relative to on-site construction, the
quality and appearance of its buildings, its ability to design and engineer
buildings to meet unique customer requirements (including local and state
regulatory compliance), and reliability in terms of completion time. The
manufacturing efficiencies and generally lower wage rates of factory
construction, even with the added transportation expense, in many instances
result in the cost of factory-built buildings being equal to or lower than the
cost of on-site construction of comparable quality. Quality, reliability and the
ability to comply with regulatory requirements in a large number of states and
localities depend upon the engineering and manufacturing expertise of the
management and staff of Structures. The relative importance of these factors
varies from customer to customer. Most of Structures' orders are awarded by its
customers on the basis of competitive bidding.
TELECOM
Telecom is located in Elkhart, Indiana and operates all administrative,
sales and production from that location. The Telecom office controls
manufacturing facilities in Elkhart, Indiana and Burlington, Kansas.
Products
Telecom manufactures modular factory-built buildings using pre-cast
concrete, steel, wood or fiberglass construction. Each building is custom-built
to the end users specifications and is typically finished to include electrical,
grounding, sensing alarm, mechanical and air conditioning systems.
The pre-cast concrete technology available through Telecom allows for
vandal-proof and environmental protection necessary for the telecommunication
industry. Telecom produces single and multiple module buildings with modules
ranging in size from 8' x 10' to modules as large as 14' x 30'. Telecom has
provided buildings, when assembled, consisting of a single module of 80 square
feet to multiple module buildings ranging up to 1,440 square feet. Multiple
story technology is currently being developed by Telecom. Telecom can provide
building transportation and complete site installation of the building and
equipment, if required by the customer specifications. Opportunities in pre-cast
concrete also exist for the containment of hazardous material in specialized
shelters and in correctional facilities requiring pre-cast modular cells. The
latter product can be provided to existing customers of Structures.
Telecom has complemented the traditional pre-cast concrete technology with
a lightweight concrete/steel building which will reduce the overall building
weight by 40%. A Com-Lock series of buildings has been developed which allows
speedy installation of interlocking steel and foam panels for difficult site
placement, such as rooftops, mountaintop, or inside an existing building. A
recently developed exportable Containerized Shelter, transforms a standard 20'
and 40' steel shipping container into a virtually indestructible completely
outfitted telecommunication shelter. Also, mobile shelters have been developed
which meet the challenge of light weight, portable shelters for emergency
communications, starter or test sites, temporary facilities or for special
events broadcasting.
Marketing
Telecom participates in an expanding market for telecommunication shelters
which service the cellular and personal communication industries. Telecom
expects the growth in these markets to continue. Telecom sells its product
directly to the end users of the buildings, which have been principally
telecommunication and utility companies, military bases and municipalities.
Telecom competes for orders by providing a quotation developed from
specifications received from the potential customer. While price is often a key
factor in the potential customer's purchase decision, other factors may also
apply, including delivery time, quality and prior experience with a certain
manufacturer. Several customers have designated Telecom as their nationwide
supplier. Telecom is prepared, if necessary, to provide a potential customer a
bid or performance bond to ensure Telecom's performance.
The potential shipping radius of these type of buildings is not as
restrictive as that of Modular and Mobile Office buildings; however, Telecom has
concentrated its marketing efforts in geographic areas where, Telecom believes,
it has a freight advantage over a significant portion of its competitors.
Competition
Telecom competes with a number of national and regional firms. Some of
these competitor companies may have greater financial strength or capabilities
than Miller and Telecom; however, Telecom believes Miller's financial strength,
engineering capabilities and experience in producing other types of factory-
built structures are key elements in providing a competitive advantage to
Telecom.
General
(Applicable to all of Miller's principal markets)
Backlog
The backlog of orders by market at August 31, 1997 and 1996 was as follows:
1997 1996
Structures $8,699,000 $11,488,000
Telecom 2,705,000 2,847,000
The backlog at Structures at August 31, 1996, when adjusted for the sold
California operation was $10,184,000. The decline in backlog is the result of
higher production levels at the Structures plants. The current backlog level
should provide the basis to continue these increased production levels through
our second fiscal quarter; however, management believes it is too early to
determine whether this current business activity will extend to the second half
of fiscal 1998. The small decline in the Telecom backlog is also related to our
higher production levels. In addition, we have experienced a slowing of orders
in recent months as the telecommunications industry in general has focused on
getting existing infrastructure online and generating revenue. Miller believes
that the build-out of the telecommunication infrastructure will increase in
calender 1998. This should have a favorable impact on sales and production
during the second half of Miller's fiscal year.
Regulation
Customers of Miller's factory-built buildings, or Miller's subsidiaries if
they complete the on-site work, are generally required to obtain building
installation permits from applicable governmental agencies. In certain cases,
however, conditional use permits may be obtained in lieu of building
installation permits. Conditional use permits usually are granted for a stated
period and may be renewable. Buildings completed by Miller's subsidiaries are
manufactured and installed in accordance with applicable building codes set
forth by the applicable state or local regulatory agencies.
State building code regulations applicable to factory-built buildings vary
from state to state. Many states have adopted codes that apply to the design and
manufacture of factory-built buildings, such as those manufactured by Miller's
subsidiaries, even if the units are manufactured outside the state and delivered
to a site within that state's boundaries. Generally, obtaining state approvals
is the responsibility of the manufacturer. Some states require certain customers
to be licensed in order to sell or lease factory-built buildings. Additionally,
certain states require a contractor's license from customers for the
construction of the foundation, building installation, and other on-site work
when this work is completed by the customer.
On occasion, Miller's subsidiaries have experienced regulatory delays in
obtaining the various required building plan approvals. In addition to some of
its customers, Miller's subsidiaries actively seek assistance from various
regulatory agencies in order to facilitate the approval process and reduce the
regulatory delays.
Raw Materials
Raw materials for products of Miller's subsidiaries are readily available
from multiple sources and the subsidiaries have not experienced any difficulty
in obtaining materials on a timely basis and in adequate quality and quantity.
Miller's subsidiaries, in certain instances, have entered into national purchase
arrangements with various suppliers. The benefit to Miller's subsidiaries of
these type of arrangements is often lower material costs and a higher level of
service and commitment.
Seasonality
Historically, Miller's subsidiaries have experienced greater sales during
the first and fourth fiscal quarters with lesser sales during the second and
third fiscal quarters. This reflects the seasonality of sales for products used
in various applications, including classrooms and other educational buildings,
and also the impact of weather on general construction related activities. See
unaudited interim financial information contained in Note I of Notes to
Consolidated Financial Statements.
Employees
As of August 31, 1997, Miller and its subsidiaries had approximately 400
employees of which approximately 315 were direct production employees.
Engineering and Design
Miller's subsidiaries engage in extensive engineering and design work to
meet customers' requirements, as well as to prepare bid proposals for new
projects. Engineering and design functions include structural, electrical, and
mechanical design and specifications work.
ITEM 2. PROPERTIES
The principal office and production facilities of Miller and its
subsidiaries consist of the following:
Approximate Square Footage
Location Total Production Office Owned or Leased
Elkhart, IN 77,500 61,500 16,000 Owned (1)
Elkhart, IN 54,800 50,600 4,200 Owned (2)
Leola, PA 61,900 58,900 3,000 Owned
Burlington, KS 155,000 150,000 5,000 Capitalized Lease
Sioux Falls, SD 36,100 34,200 1,900 Leased (3)
Bennington, VT 28,900 27,000 1,900 Owned
_________________ _______ _______ ______
Total approximate
square footage 414,200 382,200 32,000
(1) Structures' administrative, sales, engineering and manufacturing
facility. The Executive offices of Miller are also at this location.
(2) Telecom administrative, sales and manufacturing facility.
(3) Leased until April 15, 1998 with a two-year renewal option.
Miller also owns a 44,600 square foot manufacturing facility in
Patterson, California. This plant is currently leased to the buyer of
the California operation. (see Note G of the Notes to Consolidated
Financial Statements).
ITEM 3. LEGAL PROCEEDINGS
Neither Miller, Structures, nor Telecom is subject to any material
pending litigation other than ordinary routine litigation incidental to
the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS
Steven F. Graver (age 45) has been a Director of Miller since April
1991 and was elected Chairman of the Board of Directors on August 11, 1994.
Effective July 1, 1995, Graver, Bokhof & Goodwin ("GraverBokhof") became Graver,
Bokhof, Goodwin & Sullivan ("GBGS"). GBGS is a subsidiary of the Optimum Group
which has over $800 million in assets under management. Mr. Graver is President
and Chief Portfolio Manager of the Optimum Group. In July 1991, GraverReich &
Company ("GraverReich"), merged with GraverBokhof, an investment management
firm, and Mr. Graver became a General Partner of GraverBokhof. From December
1986 until July 1991, Mr. Graver was the President and Chief Executive Officer,
and Executive Vice President from February 1981 until November 1986, of
GraverReich.
Edward C. Craig (age 62) became the Chief Executive Officer of Miller
and Vice Chairman of the Board of Directors of Miller effective on July 3, 1994.
Mr. Craig was elected President of Miller on August 11, 1994. From July 1991
until April 1994, Mr. Craig was President and Chief Executive Officer of IBG, a
modular housing company. From April 1986 to July 1991, Mr. Craig was President
of Ryland Building Systems, a division of Ryland Homes, Inc. Mr. Craig is a
Director of Regional Building Systems.
Thomas J. Martini (age 49) became the Vice President of Finance of
Miller in July 1994. Mr. Martini was elected Secretary and Treasurer of Miller
on April 28, 1992 and has been the Chief Financial Officer of Miller since
February 1991.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Miller's Common Stock is quoted on the National Association of
Securities Dealers' Automated Quotation (NASDAQ) system under the ticker symbol
"MBSI." The following table sets forth the quarterly range of high and low
quotations for these securities as reported on the NASDAQ National Market System
for the two most recent fiscal years.
Fiscal 1997 Fiscal 1996
High Low High Low
1st Quarter 6 5/8 5 1/2 3 1/4 2 1/4
2nd Quarter 8 3/4 5 3/8 3 1/2 2
3rd Quarter 9 3/8 6 1/4 5 3
4th Quarter 8 6 1/4 6 3/8 4 1/4
As of August 29, 1997, Miller estimates there were approximately 1,500
stockholders of Miller's Common Stock. Of this total, approximately 200 were
stockholders of record and shares for approximately 1,300 stockholders were held
in street name. Harris Trust & Savings Bank, Chicago, is Miller's Transfer
Agent and Registrar.
Miller did not pay cash dividends on its Common Stock from fiscal 1994,
through fiscal 1997 as the Board of Directors ceased the payment of dividends in
the third fiscal quarter of 1993. Miller does not intend to pay cash dividends
in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and the notes thereto
included elsewhere herein.
Years Ended
June 28, June 29, July 1, July 2, June 30,
1997 1996 1995 1994 1993
(In thousands, except per share data)
Net sales $46,287 $37,858 $41,455 $38,569 $40,623
Net income (loss) 1,574 486 320 312 (2,014)
Net income (loss)
per share .47 .16 .10 .10 (.61)
Cash dividends per
share - - - - .075
Total assets 19,875 16,920 16,522 15,308 16,411
Long-term debt, less
current maturities 1,357 1,270 1,385 110 210
(A) Net sales (in thousands) for fiscal years ended 1997, 1996, 1995, 1994
and 1993 include $1,636; $5,787; $6,414; $7,440 and $10,890,
respectively, of Miller's California subsidiary which was sold on
October 21, 1996. Net sales (in thousands) for fiscal 1997 include
$2,139 for the new Kansas facility which commenced operations in
January 1997.
(B) Miller's operating results for fiscal years 1996, 1995, 1994 and 1993
were adversely impacted by nonrecurring items (in thousands) of $358,
$361, $159, and $2,345, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Fiscal 1997 Compared to Fiscal 1996
Net sales increased $8.4 million or approximately 22% in fiscal 1997
from the corresponding period in fiscal 1996. Structures reported a $5.1
million, or approximately a 19% increase in net sales during fiscal 1997. The
increase in net sales was achieved despite the decline in sales related to the
California operation which was sold during the current year's first fiscal
quarter. The Eastern and Midwest Structures' plants benefited from several
large contracts which kept the plants busy during the traditionally slow winter
months and at nearly full capacity during the fourth quarter. In addition,
Structures has expanded its customer base which provides greater access to the
construction markets. The sold Structures' operation in California had net
sales of $1.6 million in fiscal 1997 and $5.8 million in fiscal 1996.
Telecom's net sales increased $3.3 million, or nearly 30% during fiscal 1997.
Telecom continues to gain market share and has become a competitive force in the
telecommunications shelter industry. Miller expects the growth in the
telecommunication shelter market to continue. The Kansas facility which began
operations in January 1997 produced both the Structures and Telecom product
lines. Net sales for the Structures products was $.4 million and was $1.7
million for the Telecom products.
Miller's gross profit during the 1997 fiscal year approximated 19% of
net sales compared to approximately 18% of net sales in fiscal 1996. During
fiscal 1997, net sales from Telecom were nearly a third of Miller's total net
sales. The increased sales volume in the Structures' plants, which consisted
primarily of higher margin custom projects, accounted for the improved gross
profit. Miller expects that the higher margin custom projects will continue to
represent the major portion of the Structures' sales volume.
Selling, general and administrative expenses increased $.7 million in
fiscal 1997. These expenses were 14% of net sales in fiscal 1997 compared to
15% of net sales in fiscal 1996. The increase in administrative expense was
primarily the result of additional headcount, performance based compensation and
start-up expenses at the Kansas plant.
The increase in interest expense in fiscal 1997 compared to fiscal 1996
of $23,140 was primarily the result of higher interest rates, higher debt
outstanding on the revolving line of credit, and the capital lease obligation
for the Kansas facility.
During fiscal 1997, Miller recorded an income tax provision of
$1,006,000 or 39% of pre-tax profit compared to an income tax provision of
$334,000 or 41% of pre-tax profit in fiscal 1996. The decrease in the current
year's effective tax rate is attributable to a lower effective tax rate for
state income taxes. The effective tax rate varies from year to year depending
on the levels of income in states where Miller is subject to state income tax.
Fiscal 1996 Compared to Fiscal 1995
Net sales decreased $3.6 million or approximately 9% in fiscal 1996
from the corresponding period in fiscal 1995. Structures reported a $6.1
million, or approximately a 19% decrease in net sales during fiscal 1996.
All Structures' plants, except Sioux Falls, South Dakota which remained flat,
experienced net sales declines. The markets that Structures serves were very
soft especially in the second and third fiscal quarters. With a $5.5 million
increase in its net sales during fiscal 1996, Telecom more than doubled in net
sales from the previous year. Telecom has become a competitive force in the
telecommunication shelter industry. There were no net sales at the closed
Residential division of Structures during fiscal 1996, compared to $3.0 million
in fiscal 1995.
Miller's gross profit during the 1996 fiscal year approximated 18% of
net sales compared to approximately 15% of net sales in fiscal 1995. During
fiscal 1996, net sales from Telecom were nearly a third of Miller's total net
sales. The telecommunication business provides a higher gross profit than the
modular units produced by Structures, which caused the increase in gross profit
during the current fiscal year. Miller expects the expansion of the
telecommunication shelter business to continue during the next fiscal year.
Selling, general and administrative expenses increased $.5 million in
fiscal 1996. These expenses were 15% of net sales in fiscal 1996 compared to
12% of net sales in fiscal 1995. The increase in administrative expense was
primarily the result of higher payroll and other administrative expenses related
to the growth of Telecom.
During fiscal 1996, Miller recorded nonrecurring items of $358,180.
These nonrecurring items consisted primarily of $256,792 of costs associated
with the terminated acquisition of Whitley Manufacturing Company, Inc., $76,613
in additional costs associated with the closed Residential division and $15,703
in warranty costs at the closed PME operations.
The decrease in interest expense in fiscal 1996 compared to fiscal 1995
of $2,688 was primarily the result of a $28,442 decrease in interest paid on the
revolving line of credit related to lower debt outstanding, partially offset by
a $25,687 increase in interest expense for the industrial revenue bond which was
outstanding for the full fiscal year during 1996.
During fiscal 1996, Miller recorded an income tax provision of $334,000
or 41% of pre-tax profit compared to an income tax provision of $189,000 or 37%
of pre-tax profit in fiscal 1995. The increase in the current year's effective
tax rate is attributable to increased state income taxes which result from the
expansion and profitability of the Telecom subsidiary.
Liquidity and Capital Resources
Miller's working capital as of June 28, 1997 was $6,987,990 compared to
$5,942,053 as of June 29, 1996. The working capital ratio as of June 28, 1997
and June 29, 1996 was 2.1 and 2.2 to 1, respectively.
For the fiscal year ended June 28, 1997, Miller's operating activities
used net cash of $246,610. Increases in cash from operating activities consisted
primarily of net income, depreciation and amortization, and increases in accrued
liabilities. These increases were more than offset by the $2.6 million increase
in receivables and the $1.0 million increase in inventories. The increase in
receivables and inventories were principally attributable to the strong third
and fourth quarters compared to the preceding year. Miller's investing
activities provided net cash of $400,316. The $1.5 million proceeds from the
sale of the California subsidiary were partially offset by $1.1 million of
capital expenditures. Miller's financing activities used net cash of $229,918.
Increases in financing cash flows from the line of credit and proceeds from
exercise of stock options were offset by payments of long-term debt and cash
expended for the purchase of treasury stock. The net decrease in cash and cash
equivalents for the fiscal year ended June 28, 1997 was $76,212 which resulted
in cash and cash equivalents at the end of the year of $89,117.
An unsecured revolving credit agreement with a bank makes available
advances up to $5,000,000 through November 30, 1997. There was $1,870,000
outstanding on the revolving credit line at June 28, 1997 and $1,500,000 at June
29, 1996.
Miller believes it has adequate resources available to fund the
continuation of its internal growth during the coming fiscal year. The
unsecured revolving credit line assures that resources will be available for
future growth.
Impact of Inflation
Inflation has not had an identifiable effect on Miller's operating
margins during the last three fiscal years. Product selling prices are quoted
reflecting current material prices and other related costs and expenses.
Accordingly, any impact of inflation is reflected in the product selling prices.
Accounting and Regulatory Developments
In February 1997, Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings per Share" was issued by the Financial Accounting Standards
Board ("FASB"). Miller is required to adopt this pronouncement during its
fiscal 1998 second quarter ending December 27, 1997. SFAS No. 128 will require
Miller to make a dual presentation of basic and diluted earnings per share on
the face of the income statement. Miller does not anticipate that SFAS No. 128
will have a significant impact on Miller's historically reported earnings per
share.
In June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which Miller will be required to adopt
in its fiscal 1999 year-end financial statements. SFAS No. 131 specifies
revise guidelines for determining operating segments and the type and level of
information to be disclosed. Miller has not yet determined what changes in its
disclosures, if any, will be required by SFAS No. 131.
Forward Looking Statements
Some matters set forth herein are forward looking statements that are
dependent on certain risks and uncertainties. Such factors, among others, are
the mix between fleet and custom products, the strength of the economy in the
various sections of the country served by Miller and the bidding and quoting
process, where our competitors can impact the profitability of our products. At
times, Miller's actual performance differs materially from its projections and
estimates regarding the economy, the modular building and telecommunications
shelter industries and other key performance indicators. Miller's actual results
could vary significantly from the performance projected in the forward looking
statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 of Part II is incorporated herein by
reference to the Consolidated Financial Statements filed with this report; see
Item 14 of Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
Information with respect to the Directors of Miller is set forth in the
Election of Directors section of the Proxy Statement to be filed pursuant to
Regulation 14A and is incorporated herein by reference.
(b) Executive Officers
Information regarding the Executive Officers of Miller is set forth in
Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Compensation
of Executive Officers section of the Proxy Statement to be filed pursuant to
Regulation 14A and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in the Ownership of
Miller Building Systems, Inc. Common Stock section of the Proxy Statement to be
filed pursuant to Regulation 14A and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Certain
Relationships and Related Transactions section of the Proxy Statement to be
filed pursuant to Regulation 14A and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (1) Consolidated Financial Statements of Miller Building Systems,
Inc. and Subsidiaries
Report of Independent Accountants . . . . . . . . . . . . . . . . F-1
Consolidated Balance Sheets as of June 28, 1997 and June 29, 1996 F-2
Consolidated Statements of Income for the years ended
June 28, 1997, June 29, 1996 and July 1, 1995 . . . . . . . . . . F-3
Consolidated Statements of Stockholders' Equity for the years
ended June 28, 1997, June 29, 1996 and July 1, 1995 . . . . . . . F-4
Consolidated Statements of Cash Flows for the years ended
June 28, 1997, June 29, 1996 and July 1, 1995 . . . . . . . . . . F-5
Notes to Consolidated Financial Statements. . . . . . . . . . . . F-6
(2) Financial Statement Schedule
II - Valuation and Qualifying Accounts. . . . . . . . . . . . . . F-16
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(3) See Index to Exhibits
(b) Reports on Form 8-K filed:
The following report on Form 8-K was filed during the three months
ended June 28, 1997.
May 21, 1997, announcing the change of ticker symbol to MBSI from
MTIK effective when trading opened on June 2, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 BUILDING SYSTEMS, INC.
September 16, 1997 \Edward C. Craig
Edward C. Craig
President and Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
\Edward C. Craig President, Chief September 16, 1997
Edward C. Craig Executive Officer
and Director
(Principal Executive
Officer)
\Thomas J. Martini Secretary and September 16, 1997
Thomas J. Martini Treasurer (Principal
Financial and
Accounting Officer)
\David E. Downen Director September 16, 1997
David E. Downen
\Steven F. Graver Director September 16, 1997
Steven F. Graver
\William P. Hall Director September 16, 1997
William P. Hall
\Myron C. Noble Director September 16, 1997
Myron C. Noble
\David H. Padden Director September 16, 1997
David H. Padden
\Jeffrey C. Rubenstein Director September 16, 1997
Jeffrey C. Rubenstein
14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
of Miller Building Systems, Inc.:
We have audited the consolidated financial statements and the financial
statement schedule of Miller Building Systems, Inc. and subsidiaries listed in
Item 14(a) of this Form 10-K. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Miller Building
Systems, Inc. and subsidiaries as of June 28, 1997 and June 29, 1996, and the
consolidated results of their operations and their cash flows for the years
ended June 28, 1997, June 29, 1996 and July 1, 1995, in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
July 28, 1997
F-1
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 28, June 29,
1997 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 89,117 $ 165,329
Receivables, less allowance for doubtful
receivables of $48,000 in 1997 and
$54,000 in 1996 8,450,479 6,749,230
Refundable income taxes - 241,158
Inventories 3,712,664 3,541,000
Deferred income taxes 448,000 252,000
Property held for sale 412,106 -
Other current assets 66,713 83,087
TOTAL CURRENT ASSETS 13,179,079 11,031,804
PROPERTY, PLANT AND EQUIPMENT
Land 598,237 835,421
Buildings and leasehold improvements 5,918,922 5,497,359
Machinery and equipment 4,382,960 4,068,357
10,900,119 10,401,137
Less, Accumulated depreciation
and amortization 4,308,543 4,627,438
PROPERTY, PLANT AND EQUIPMENT, NET 6,591,576 5,773,699
OTHER ASSETS 104,562 114,855
TOTAL ASSETS $19,875,217 $16,920,358
The accompanying notes are a part of the consolidated financial statements.
June 28, June 29,
1997 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 1,870,000 $ 1,500,000
Current maturities of long-term debt 207,971 115,000
Accounts payable 1,478,675 2,291,448
Accrued income taxes 1,072,464 79,438
Accrued expenses and other 1,561,979 1,103,865
TOTAL CURRENT LIABILITIES 6,191,089 5,089,751
LONG-TERM DEBT, less current maturities 1,357,374 1,270,000
DEFERRED INCOME TAXES 133,000 136,000
OTHER 16,601 20,019
TOTAL LIABILITIES 7,698,064 6,515,770
COMMITMENTS AND CONTINGENCIES - Note H
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, issued
4,023,548 shares 40,235 40,235
Additional paid-in capital 11,454,903 11,454,903
Retained earnings 3,596,049 2,048,824
15,091,187 13,543,962
Less, Treasury stock, at cost 2,914,034 3,139,374
TOTAL STOCKHOLDERS' EQUITY 12,177,153 10,404,588
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $19,875,217 $16,920,358
F-2
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MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended
June 28, June 29, July 1,
1997 1996 1995
Net sales $46,286,770 $37,857,968 $41,454,500
Costs and expenses:
Cost of products sold 37,323,073 31,002,433 35,373,322
Selling, general and
administrative 6,286,184 5,558,322 5,018,490
Provision for doubtful receivables 51,293 1,287 67,528
(Gain) loss on sale of property
and equipment (3,667) (12,323) 3,379
Interest expense 155,285 132,145 134,833
Interest income (105,226) ( 1,699) (13,087)
Nonrecurring items - 358,180 361,123
INCOME BEFORE
INCOME TAXES 2,579,828 819,623 508,912
Income taxes 1,006,000 334,000 189,000
NET INCOME $ 1,573,828 $ 485,623 $ 319,912
Earnings per share of common stock:
Primary $ .47 $ .16 $ .10
Fully diluted $ .47 $ .15 $ .10
Weighted average number of shares of
common stock and common stock
equivalents:
Primary 3,335,767 3,128,693 3,130,207
Fully diluted 3,360,050 3,290,453 3,130,207
The accompanying notes are a part of the consolidated financial statements.
F-3
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Issued
(Authorized - Additional Total
7,500,000 shares) Paid-In Retained Treasury Stock Stockholders'
Shares Amount Capital Earnings Shares Amount Equity
BALANCE, JULY 3, 1994 4,023,548 $40,235 $11,454,903 $1,250,434 864,970 $(2,955,770) $ 9,789,802
Treasury stock acquired - - - - 80,000 (260,000) (260,000)
Treasury stock sold - - - (2,572) (15,385) 52,573 50,001
Exercise of stock options using
treasury stock - - - (4,573) (7,000) 23,823 19,250
Net income - - - 319,912 - - 319,912
BALANCE, JULY 1, 1995 4,023,548 40,235 11,454,903 1,563,201 922,585 (3,139,374) 9,918,965
Net income - - - 485,623 - - 485,623
BALANCE, JUNE 29, 1996 4,023,548 40,235 11,454,903 2,048,824 922,585 (3,139,374) 10,404,588
Treasury stock acquired - - - - 45,730 (351,063) (351,063)
Exercise of stock options using
treasury stock - - - (26,603) (162,200) 576,403 549,800
Net income - - - 1,573,828 - - 1,573,828
BALANCE, JUNE 28, 1997 4,023,548 $40,235 $11,454,903 $3,596,049 806,115 $(2,914,034) $12,177,153
The accompanying notes are a part of the consolidated financial statements.
F-4
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
June 28, June 29, July 1,
1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,573,828 $ 485,623 $ 319,912
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 636,287 632,277 612,359
Amortization of other assets 10,293 10,582 17,886
Deferred income taxes (199,000) 70,000 67,000
Nonrecurring items - 358,180 361,123
Other (6,612) (12,323) 3,379
Changes in certain assets and
liabilities, net of effect of
disposition of subsidiary in 1997
Receivables (2,591,757) (789,120) 226,710
Refundable income taxes 241,158 (241,158) -
Inventories (991,266) (7,381) (161,215)
Other current assets 11,550 43,665 274,074
Accounts payable (431,901) 216,938 (1,128,428)
Accrued income taxes 993,026 (10,389) (50,715)
Accrued expenses and other 507,784 (378,701) (475,750)
Net cash provided by (used in)
operating activities (246,610) 378,193 66,335
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property
and equipment 7,250 28,998 51,268
Purchase of property, plant
and equipment (1,123,324) (395,526) (1,934,432)
Proceeds from sale of subsidiary 1,516,390 - -
Unexpended industrial revenue
bond proceeds - 76,729 (76,729)
Net cash provided by (used in)
investing activities 400,316 (289,799) (1,959,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings 14,695,000 10,440,000 19,838,000
Reduction of short-term borrowings (14,325,000) (10,490,000) (18,813,000)
Proceeds from long-term debt - - 1,500,000
Bond issuance costs - - (120,436)
Payments of long-term debt (798,655) (224,925) (100,481)
Purchase of treasury stock (351,063) - (260,000)
Proceeds from sale of treasury stock - - 50,001
Proceeds from exercise of stock
options 549,800 - 19,250
Net cash provided by (used in)
financing activities (229,918) (274,925) 2,113,334
Increase (decrease) in cash and
cash equivalents (76,212) (186,531) 219,776
CASH AND CASH EQUIVALENTS
Beginning of year 165,329 351,860 132,084
End of year $ 89,117 $ 165,329 $ 351,860
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for:
Interest $ 151,783 $ 127,246 $ 113,167
Income taxes (net of refunds) (29,184) 515,547 172,715
NONCASH INVESTING AND FINANCING
ACTIVITIES:
Building capitalized under capital
lease and the related capital
lease obligation 979,000 - -
The accompanying notes are a part of the consolidated financial statements.
F-5
Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Miller Building Systems, Inc. ("Miller") is the parent of Miller
Structures, Inc. ("Structures"), Miller Telecom Services, Inc.
("Telecom") and Miller Building Systems of Kansas, Inc. (incorporated in
fiscal 1997). All operations of Miller are conducted through its three
wholly owned subsidiaries which design, manufacture, and market factory-
built buildings. Miller has two product lines, Structures and Telecom.
The factory-built buildings produced by Structures are modular and mobile
buildings, which are generally movable and relocatable, and designed to
meet the specialized needs of a wide variety of users. Structures
products are sold to independent customers who, in turn, sell or lease
to the end users. The Structures division has manufacturing facilities
in Elkhart, Indiana; Leola, Pennsylvania; Sioux Falls, South Dakota;
Bennington, Vermont; Burlington, Kansas and prior to October 1996,
Patterson, California. The Telecom division manufactures specialized
buildings, which utilize modular construction techniques and pre-cast
concrete technology, and are designed principally for customers in the
telecommunications industry. Telecom's products are sold directly to the
end user. Telecom has manufacturing facilities in Elkhart, Indiana and
Burlington, Kansas. Miller's Structures and Telecom products are sold
throughout the United States.
The following is a summary of the significant accounting policies used
in the preparation of the accompanying consolidated financial statements.
Principles of Consolidation - The consolidated financial statements
include the accounts of Miller Building Systems, Inc. and its wholly
owned subsidiaries.
Fiscal Year - Miller's fiscal year is a 52 or 53 week period ending on
the Saturday closest to June 30.
Revenue Recognition and Concentration of Credit Risk - Miller generally
recognizes revenues from the sales of its products upon the completion
of manufacturing and the transfer of title. One customer individually
accounted for 15% of net sales in fiscal 1997, and a different customer
accounted for 13% of net sales in fiscal 1996 and 23% of net sales in
fiscal 1995. At June 28, 1997, 41% of receivables is concentrated with
Miller's largest customer in fiscal 1997 and 28% is concentrated with
five other customers. At June 29, 1996, 16% of receivables was
concentrated with Miller's largest customer in fiscal 1996 and 40% was
concentrated with five other customers.
Cash and Cash Equivalents - Miller considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents for purposes of the consolidated statements of
cash flows.
Inventories - Inventories are stated at the lower of cost or market, with
cost determined under the first-in, first-out method.
F-6
Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued.
Property, Plant and Equipment - Property, plant and equipment are carried
at cost less accumulated depreciation and amortization. Depreciation and
amortization of plant and equipment are computed using the straight-line
method over the estimated useful lives of the assets. Costs of purchased
software and, under certain conditions, internal software development
costs are capitalized and are amortized using the straight-line method
over sixty months. As of June 28, 1997 and June 29, 1996, capitalized
software costs, included with machinery and equipment, (and the related
accumulated amortization) aggregated $256,953 ($93,644), and $233,025
($47,334), respectively.
Bond Issuance Costs - Bond issuance costs aggregating $120,436, which
related to issuance of the industrial revenue bond, are being amortized
using the straight-line method over the term of the bond.
Income Taxes - Deferred income taxes are determined using the liability
method.
Employee Benefit Plan - Miller maintains a simplified 401(k) savings plan
(the "Plan") for eligible participating employees of Miller. The Plan
is a defined contribution plan under which employees may voluntarily
contribute a percentage of their compensation. The Plan allows Miller
to make discretionary matching contributions before the end of the Plan's
calendar year-end. During the years ended June 28, 1997, June 29, 1996
and July 1, 1995, Miller expensed $77,546, $22,560 and $17,237
respectively, under this Plan.
Earnings Per Share - Per share amounts are based upon the weighted
average number of common shares outstanding and common equivalent shares
(dilutive stock options) assumed outstanding during each period.
Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Fair Value of Financial Instruments - The carrying amounts of cash and
cash equivalents, receivables, short-term borrowings and accounts payable
approximated their fair value as of June 28, 1997 and June 29, 1996
because of the relatively short maturities of these instruments. The
carrying amount of long-term debt, including current maturities,
approximated fair value as of June 28, 1997 and June 29, 1996 based upon
terms and conditions currently available to Miller in comparison to the
terms and conditions of the outstanding long-term debt.
F-7
Note B: INVENTORIES.
Inventories consist of the following:
June 28, June 29,
1997 1996
Raw materials $3,133,958 $2,875,527
Work in process 578,706 612,016
Finished goods - 53,457
$3,712,664 $3,541,000
Note C: DEBT.
Short-term borrowings
Miller maintains an unsecured revolving line of credit with a bank. The
loan agreement makes available up to $5 million through November 30,
1997. Interest is payable monthly at prime or a margin over the London
Interbank Offering Rate, depending on the pricing option selected by
Miller. At June 28, 1997 and June 29, 1996, the weighted average
interest rate on outstanding borrowings was 8.34% and 8.25%,
respectively. As of June 28, 1997 and June 29, 1996, outstanding
borrowings under the loan agreement aggregated $1,870,000 and $1,500,000,
respectively. The loan agreement contains, among other provisions,
certain covenants including: maintenance of a required current ratio,
tangible net worth and liabilities to tangible net worth ratio.
Long-term debt
Long-term debt consists of the following:
June 28, June 29,
1997 1996
Industrial revenue bond, variable rate
(4.25% at June 28, 1997), principal
payable in annual installments of
$115,000 with an installment of $120,000
at final maturity in November 2007 $1,270,000 $1,385,000
Capitalized lease, interest imputed at
5.63%, payable monthly through
December 2006 295,345 -
Total 1,565,345 1,385,000
Less, Current maturities 207,971 115,000
Long-term debt $1,357,374 $1,270,000
F-8
Note C: DEBT, Continued.
On August 12, 1996, Miller entered into a ten-year lease agreement with
the Board of County Commissioners of Coffey County, Kansas to lease a
155,000 square foot manufacturing facility. The lease agreement provides
for payments of $2,500 per month with an option to purchase the building
at the end of the lease for a balloon payment of $250,000. The balloon
payment can be reduced if certain full-time employee levels are attained
during the term of the lease. In connection with the lease agreement,
Miller also entered into an agreement with the then current tenant of the
property, whereby Miller agreed to pay the tenant $750,000, in three
installments ($400,000 on August 12, 1996; $275,000 on October 24, 1996;
and $75,000 five days after the former tenant received a signed acceptance
and release agreement from Coffey County). Miller has accounted for this
transaction as a capital lease whereby Miller recorded the leased property
under the capital lease and the related obligation on its balance sheet.
As of June 28, 1997, the cost and accumulated amortization of the
capitalized lease property was $979,000 and $13,597, respectively.
As of June 28, 1997, the annual maturities of the industrial revenue bond
and the future minimum lease payments under the capitalized lease
obligation are as follows:
Fiscal Years Industrial Capitalized
Ending Revenue Bond Lease
1998 $ 115,000 $105,000
1999 115,000 30,000
2000 115,000 30,000
2001 115,000 30,000
2002 115,000 30,000
Thereafter 695,000 135,000
$1,270,000 360,000
Less: Amount representing interest 64,655
$295,345
In connection with the industrial revenue bond obligation, Miller
obtained, as a credit enhancement for the bondholders, an irrevocable
letter of credit in favor of the bond trustee. Miller, at its discretion,
can convert the industrial revenue bond from a variable rate to a fixed
rate. The fixed rate would be determined contemporaneously with the
decision to convert. Miller may redeem the bonds at any time in
increments of $100,000. In the event the bonds have been converted to a
fixed rate, such redemption is at a premium determined by the number of
years from conversion to original maturity.
F-9
Note D: STOCK COMPENSATION PLANS.
Stock Option Plans
On June 30, 1994, the Board of Directors adopted the Miller Building
Systems, Inc. 1994 Stock Option Plan (the "1994 Plan") under which 300,000
shares of common stock were reserved for future grant. The 1994 Plan
expires June 30, 2004. On August 26, 1991, the Board of Directors adopted
the Miller Building Systems, Inc. 1991 Stock Option Plan (the "1991 Plan")
under which 250,000 shares of common stock were reserved for future grant.
The 1991 Plan expires August 26, 2001.
The 1994 Plan and 1991 Plan provide that options can be granted by Miller
at a price not less than 100% of fair market value (or 110% of fair market
value if the optionee owns 10% or more of Miller's common stock). The
term of an option granted under the 1994 Plan and 1991 Plan cannot exceed
ten years, and options are either exercisable upon grant or contain a
specific vesting schedule, except in the event of a change of control, as
defined, at which time all outstanding options become fully exercisable
by the optionee.
The following table summarizes stock option activity:
Number Weighted Average
of Shares Exercise Price
Outstanding at July 3, 1994 160,000 $3.06
Granted 329,000 4.07
Exercised (7,000) 2.75
Canceled (88,000) 3.42
Outstanding at July 1, 1995 394,000 3.83
Granted 215,000 4.64
Cancelled (126,000) 5.04
Outstanding at June 29, 1996 483,000 3.87
Granted 58,000 6.29
Exercised (162,200) 3.39
Outstanding at June 28, 1997 378,800 4.45
Exercisable at June 28, 1997 180,600 4.00
F-10
Note D: STOCK COMPENSATION PLANS, Continued.
Options outstanding at June 28, 1997 are exercisable at prices ranging
from $2.50 to $6.375 per share and have a weighted average remaining
contractual life of 6.60 years. The following table summarizes
information about stock options outstanding at June 28, 1997.
Outstanding Exercisable
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted
Range of at Remaining Average at Average
Exercise June 28, Contractual Exercise June 28, Exercise
Price 1997 Life Price 1997 Price
$2.50 -$4.00 240,800 6.56 $3.55 131,600 $3.35
4.01 - 5.50 20,000 6.72 4.72 15,000 4.50
5.51 - 6.375 118,000 5.97 6.24 34,000 6.28
378,800 180,600
At June 29, 1996 and July 1, 1995, there were exercisable options to
purchase 241,200 and 188,600 shares at weighted average exercise prices
of $3.31 and $3.24 per share, respectively. The weighted average grant
date fair value of options granted during the years ended June 28, 1997
and June 29, 1996 were $2.89 and $1.94, respectively. As of June 28,
1997, 2,000 shares were reserved for the granting of future stock options,
compared with 60,000 shares at June 29, 1996.
Had the Company adopted the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income and net income per
share would have been:
June 28, June 29,
1997 1996
Pro forma net income $1,458,654 $394,177
Pro forma net income per share .44 .13
The pro forma amounts shown above and the weighted-average grant-date fair
value of options granted are estimated using the Black-Scholes option-
pricing model with the following assumptions:
Risk free interest rate 6.30% 5.77%
Expected life 3.3 years 2.6 years
Expected volatility 50% 50%
F-11
Note D: STOCK COMPENSATION PLANS, Continued.
Stock Purchase Plan
The Company has an employee stock purchase plan under which a total of
500,000 shares of the Company's common stock are reserved for purchase by
full-time employees through payroll deductions at a price equal to 85% of
the fair market value on the purchase date. Certain restrictions in the
plan limit the amount of payroll deductions and the amount of ownership
in the Company an employee may acquire under the plan. As of June 28,
1997, the Company has not implemented the employee stock purchase plan.
Note E: INCOME TAXES
The provision for income taxes is summarized as follows:
Years Ended
June 28, June 29, July 1,
1997 1996 1995
Current:
Federal $1,020,000 $185,000 $ 72,000
State 185,000 79,000 50,000
1,205,000 264,000 122,000
Deferred tax (credit) (199,000) 70,000 67,000
Total $1,006,000 $334,000 $189,000
The provision for income taxes included in the consolidated statements of
income differs from that computed by applying the federal statutory tax
rate (34%) to income before income tax as follows:
Years Ended
June 28, June 29, July 1,
1997 1996 1995
Computed federal income
tax $ 877,000 $279,000 $ 173,000
Increase (decrease)
resulting from:
State income taxes, net
of federal income tax
benefit 94,000 59,000 33,000
Other, net 35,000 (4,000) (17,000)
Total $1,006,000 $334,000 $ 189,000
F-12
Note E: INCOME TAXES, Continued.
Deferred income taxes reflect the estimated future net tax effects of
temporary differences between the carrying amounts of assets and liabili-
ties for financial reporting purposes and the amounts used for income tax
purposes. The components of the net deferred tax asset and liability at
June 28, 1997 and June 29, 1996 are as follows:
June 28, June 29,
1997 1996
Current deferred tax asset:
Allowance for doubtful
receivables $ 20,000 $ 22,000
Inventories 154,000 138,000
Property held for sale 62,000 -
Accrued warranty 70,000 33,000
Other accrued liabilities 142,000 59,000
Total $ 448,000 $ 252,000
Long-term deferred tax asset (liability):
Property, plant and equipment $(140,000) $(144,000)
Other 7,000 8,000
Total $(133,000) $(136,000)
Note F: NONRECURRING ITEMS.
Nonrecurring items consist of the following:
Years Ended
June 28, June 29, July 1,
1997 1996 1995
Costs associated with
terminated acquisition $ - $256,792 $ -
Settled warranty issues - - 265,514
Residential exit costs - 76,613 186,198
Other nonrecurring
charges (credits) - 24,775 (90,589)
$ - $358,180 $361,123
During the fiscal year ended June 29, 1996, Miller recorded a pre-tax
charge of $256,792 related to costs associated with the terminated
acquisition of Whitley Manufacturing Company, Inc. In addition, during
fiscal 1996, Miller recorded $76,613 of additional exit costs associated
with the closing of its residential division, which manufactured factory-
built modular residential housing.
F-13
Note F: NONRECURRING ITEMS, Continued.
During the fiscal year ended July 1, 1995, Miller recorded a pre-tax
charge of $265,514 which resulted from the final resolution of disputed
warranty issues with a customer. Also, Miller recorded a pre-tax charge
of $186,198 for exit costs associated with the closing of its residential
division.
Note G: SALE OF CALIFORNIA OPERATION.
On October 21, 1996, Miller sold all of the issued and outstanding stock
of its wholly owned California subsidiary, to MODTECH, Inc.("Buyer"). The
California subsidiary manufactured modular and mobile buildings in
Patterson, California.
The consideration paid by the Buyer to Miller consisted of a cash purchase
price of $1,516,390. Miller and the Buyer also entered into a three-year
lease obligation for certain real property (the "Patterson Property")
which lease agreement requires the Buyer, as lessee, to pay Miller rental
payments of $4,500 per month. Upon the issuance of an acceptable expanded
environmental report on the Patterson Property, Miller and Buyer will
mutually agree to cancel the lease agreement, and Buyer will acquire the
Patterson Property from Miller for a cash purchase price of $450,000.
Miller expects to sell the Patterson Property during fiscal year 1998 and,
accordingly, the carrying value of the Patterson Property of $412,106 is
reflected as a current asset (Property held for sale) at June 28, 1997.
In connection with this sale transaction, Miller entered into a non-
competition agreement with the Buyer which provides that Miller will not,
at any time within a five-year period following closing, engage in any
business that manufactures and markets the products which were previously
manufactured by Miller's former California subsidiary in the states of
California, Nevada and Arizona.
Note H: COMMITMENTS AND CONTINGENCIES.
Lease Commitments
Miller leases certain real estate under a noncancellable operating lease
expiring April 1998. The lease may be extended at Miller's option.
Miller generally is responsible for utilities, taxes and insurance on the
leased facility. Future minimum lease payments under this noncancellable
lease are as follows: 1998 - $43,237.
Rental expense under all operating leases aggregated $97,654, $70,691 and
$159,225 for the years ended June 28, 1997, June 29, 1996 and July 1,
1995, respectively.
F-14
Note H: COMMITMENTS AND CONTINGENCIES, Continued.
Self-Insurance
Miller is self-insured for the portion of its employee health care costs
not covered by insurance. Miller is liable for medical claims up to
$40,000 per eligible employee annually, and aggregate annual claims up to
approximately $734,000. The aggregate annual deductible is determined by
the number of eligible covered employees during the year and the coverage
they elect. Miller accrues for the estimated losses occurring from both
asserted and unasserted claims. The estimate of the liability for
unasserted claims arising from incurred, but not reported, claims is based
on an analysis of historical claims data.
Note I: UNAUDITED INTERIM FINANCIAL INFORMATION.
Presented below is certain selected unaudited quarterly financial
information for the years ended June 28, 1997 and June 29, 1996:
Earnings
Net Gross Net Income (Loss)
Sales Profit (Loss) Per Share
1997:
Fourth $13,007,704 $2,900,872 $ 629,292 $.19
Third 10,235,248 1,786,365 159,691 .05
Second 10,007,430 1,957,654 280,076 .08
First 13,036,388 2,318,806 504,769 .15
$46,286,770 $8,963,697 $1,573,828 $.47
1996:
Fourth $11,945,282 $2,373,716 $ 393,701 $.12
Third 8,170,244 1,338,187 (180,265) (.06)
Second 7,670,294 1,275,392 19,001 .01
First 10,072,148 1,868,240 253,186 .08
$37,857,968 $6,855,535 $ 485,623 $.16
The sum of quarterly earnings (loss) per share for the four quarters of
fiscal 1996 do not equal annual earnings per share due to changes in the
average common equivalent shares.
F-15
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
Additions Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expenses Accounts Deductions of Period
Year ended June 28, 1997:
Allowance for
doubtful receivables $ 53,605 $ 51,293 $ - $ 56,659(A) $ 48,239
Year ended June 29, 1996:
Allowance for
doubtful receivables $ 59,024 $ 1,287 $ - $ 6,706(A) $ 53,605
Year ended July 1, 1995:
Allowance for
doubtful receivables $120,220 $ 67,528 $ - $ 128,724(A) $ 59,024
(A) Uncollectible accounts written off.
F-16
MILLER BUILDING SYSTEMS, INC., AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
11 Statement regarding computation of per share earnings
21 Subsidiaries of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
The exhibits listed below are filed as part of this report and incorporated by
reference as indicated.
3.1 Certificate of Incorporation, as amended (a)
3.2 By-Laws, as amended (a) (c) (e) (g) (i) (j) (l)
4.1 Specimen Common Stock Certificate (d)
4.2 Certificate of Incorporation, Articles Fourth, Eighth, and Tenth;
By-Laws, Articles II, VII, and IX (a)
10.11 Lease Agreement between Sioux Falls Structures, Inc. (now known as
Miller Structures, Inc.), a South Dakota corporation, and Toboll
Corporation dated April 15, 1985 with respect to property located in
Sioux Falls, South Dakota (a) and Amendments thereto dated February
3, 1988 and December 31, 1989 (f)
10.47 Agreement between Registrant and Frederick H. Goldberger, dated May
6, 1991, which replaces an employment agreement dated April 26, 1988
and amendments thereto which was to expire on June 30, 1995 (h)
10.48 1991 Stock Option Plan adopted by the Registrant's stockholders on
October 30, 1991 and Form of Option Agreement (k)
10.49 Miller Building Systems, Inc. 401(k) Plan (m)
10.52 Commercial Lease and Option to Purchase between Miller Structures,
Inc., and Indiana corporation, and Malcolm O. Koons dated March 2,
1993 with respect to property located at Elkhart, Indiana (o)
10.53 1994 Stock Option Plan adopted by the Registrant's stockholders on
October 25, 1994 and For of Option Agreement (p)
10.55 Agreement to Terminate Lease between Miller Structures, Inc., an
Indiana corporation, and Malcolm O. Koons dated June 12, 1995 with
respect to property located at Elkhart, Indiana (p)
10.56 Employment agreement between Registrant and Edward C. Craig, dated
July 1, 1994 (p) (I)
10.57 Employment agreement between Registrant and Edward C. Craig, dated
February 29, 1996 (q) (I)
10.58 Lease agreement between the Board of County Commissioners of Coffey
County, Kansas dated August 12, 1996 with respect to property located
in Burlington, Kansas (q)
10.59 Agreement between Registrant and American Quality Manufacturing, Inc.
dated July 25, 1996, to vacate the leased property located in
Burlington, Kansas (q)
10.60 Lease agreement between Toboll Property Limited Partnership and
Miller Structures, Inc. dated May 21, 1996, with respect to the lease
of land in Sioux Falls, South Dakota (q)
10.61 Agreement for Purchase and Sale of all of the outstanding Capital
Stock of Miller Structures, Inc., a California Corporation, dated
September 30, 1996, between Miller Structures, Inc., an Indiana
Corporation, and MODTECH, Inc. (r)
10.62 Non-Competition Agreement, dated October 1, 1996, between Miller
Structures, Inc., an Indiana Corporation, and MODTECH, Inc. with
respect to sale of the Capital Stock of Miller Structures, Inc., a
California Corporation (r)
10.63 Supplemental Closing Agreement, dated October 21, 1996, between
Miller Structures, Inc., an Indiana Corporation, and MODTECH, Inc.
with respect to the sale of the Capital Stock of Miller Structures,
Inc., a California Corporation (r)
(a) Registration Statement on Form S-1, as amended (File No. 0-14651)
(b) Form S-8, Date of Report - October 28, 1987
(c) Form 8-K, Date of Report - July 20, 1989
(d) Form 10-K for year ended June 30, 1989
(e) Form 8-K, Date of Report - January 31, 1990
(f) Form 10-K for year ended June 30, 1990
(g) Form 8-K, Date of Report - April 23, 1991
(h) Form 8-K, Date of Report - May 6, 1991
(i) Form 8-K, Date of Report - July 25, 1991
(j) Form 8-K, Date of Report - August 26, 1991
(k) Form S-8, Date of Report - July 31,1992
(l) Form 8-K, Date of Report - April 22, 1993
(m) Form 10-K for year ended June 30, 1993
(n) Form S-8, Date of Report - Dated December 30, 1994
(o) Form 10-K, for year ended July 2, 1994
(p) Form 10-K, for year ended July 1, 1995
(q) Form 10-K, for year ended June 29, 1996
(r) Form 8-K, Date of Report - October 21, 1996
(I) Indicates a management contract or compensation plan or
arrangement.