Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended April 30, 1998
Commission File No. 0-24298
MILLER INDUSTRIES, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Tennessee
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
62-1566286
------------------------------------
(I.R.S. Employer Identification No.)
8503 Hilltop Drive, Ooltewah, Tennessee 37363
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 238-4171
Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK,
PAR VALUE $0.01 PER SHARE.
Name of each exchange on which registered: NEW YORK STOCK EXCHANGE.
Securities registered pursuant to Section 12(g) of the Act: NONE.
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. Yes /X/ 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 10K. [ ]
The aggregate market value of the voting stock held by
nonaffiliates of the Registrant as of July 22, 1998 was
$261,535,000 based on the closing sale price of the Common Stock
as reported by the New York Stock Exchange on such date. See
Item 12.
At July 22, 1998 there were 46,161,549 shares of Common
Stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for
the 1998 Annual Meeting of Shareholders are incorporated by
reference into Part III.
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT
PART I
ITEM 1.
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2.
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . 18
ITEM 3.
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 18
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . 19
PART II
ITEM 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . 19
ITEM 6.
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . 20
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 23
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . 26
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . 26
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . 26
ITEM 11.
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . 26
-i-
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . 26
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . 27
PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . 27
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . F-1
FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . S-1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . II-1
-ii-
PART I
ITEM 1. BUSINESS
GENERAL
Miller Industries, Inc. (the "Company") is the world's
leading integrated provider of vehicle towing and recovery
equipment and services and has executive offices in Ooltewah,
Tennessee and Atlanta, Georgia and manufacturing operations in
Tennessee, Pennsylvania, France and England. The Company's
business is divided into two segments: (i) manufacturing and
distributing towing and recovery equipment and providing
financial and related services to the towing and recovery
industry and (ii) providing towing and specialized transportation
services. The Company markets its towing and recovery equipment
under several well-recognized brand names and markets its towing
services under the national brand name of RoadOne(R).
Since 1990 the Company has developed or acquired several of
the most well-recognized brands in the fragmented towing and
recovery equipment manufacturing industry. The Company's
strategy has been to diversify its line of products and increase
its market share in the industry through a combination of
internal growth and development and acquisitions of complementary
businesses. In December 1997, the Company expanded its product
offerings as a result of the acquisition of Chevron, Inc., a
domestic manufacturer of towing equipment.
As a natural extension of its leading market position in
manufacturing and strong brand name recognition, the Company has
broadened its strategy to include vertical integration, with the
goal of achieving operating efficiencies while becoming a leading
worldwide manufacturer, distributor and financial services
provider in the towing and recovery industry. In fiscal 1998,
the Company acquired four towing equipment distributors, which,
together with previously acquired distributors and its
independent distributors, are part of a North American
distribution network for towing and recovery equipment as well as
other specialty truck equipment and components.
In February 1997, the Company formed its towing service
division, RoadOne, to begin building a national towing service
network. RoadOne offers a broad range of towing and
transportation services, including towing, impounding and storing
motor vehicles, conducting lien sales and auctions of abandoned
vehicles, environmental clean-up services, and transporting new
and used vehicles and heavy construction equipment. In fiscal
1998, the Company, through its RoadOne subsidiary, acquired 47
towing service companies with aggregate historical annual
revenues of approximately $67.6 million. These acquisitions are
part of the Company's plan to establish a national towing service
network through owned companies in combination with an extensive
group of affiliates. At July 22, 1998, the Company was operating
89 towing service companies from more than 180 locations, and had
relationships with over 1,035 RoadOne affiliates. The Company
intends to continue its expansion into additional towing service
markets.
INCLUSION OF FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report, including but not
limited to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" may be deemed to be forward-
looking statements, as defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
are made based on management's belief as well as assumptions made
by, and information currently available to, management pursuant
to "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking
statements due to, among other things, factors set forth below
under the heading "Risk Factors," and in particular, the risks
associated with acquisitions, including, without limitation, the
risks that acquisitions do not close and the cost or difficulties
related to the integration of the acquired businesses. The
Company cautions that such factors are not exclusive. The
Company does not undertake to update any forward-looking
statement that may be made from time to time by, or on behalf of,
the Company.
RISK FACTORS
UNCERTAINTIES IN INTEGRATING OPERATIONS AND ACHIEVING COST
SAVINGS. The companies that the Company has recently acquired
and that the Company plans to acquire have operations in many
different markets. The success of any business combination is in
part dependent on management's ability following the transaction
to integrate operations, systems and procedures and thereby
obtain business efficiencies, economies of scale and related cost
savings. The challenges posed to the Company's management may be
particularly significant because integrating the recently
acquired companies must be addressed contemporaneously. There
can be no assurance that future consolidated results will improve
as a result of cost savings and efficiencies from any such
acquisitions or proposed acquisitions, or as to the timing or
extent to which cost savings and efficiencies will be achieved.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY. The Company has
an aggressive acquisition strategy that has involved, and is
expected to continue to involve, the acquisition of a significant
number of additional companies. As a result, the Company's
future success is dependent, in part, upon its ability to
identify, finance and acquire attractive businesses and then to
successfully integrate and/or manage such acquired businesses.
Acquisitions involve special risks, including risks associated
with unanticipated problems, liabilities and contingencies,
diversion of management attention and possible adverse effects on
earnings resulting from increased goodwill amortization,
increased interest costs, the issuance of additional securities
and difficulties related to the integration of the acquired
business. Although the Company believes that it can identify and
consummate the acquisitions of a sufficient number of businesses
to successfully implement its growth strategies, there can be no
assurance that such will be the case. Further, there can be no
assurance that future acquisitions will not have an adverse
effect upon the Company's operating results, particularly during
periods in which the operations of acquired businesses are being
integrated into the Company's operations.
RISKS OF FOREIGN MARKETS. The Company's growth strategy
includes the expansion of its operations in foreign markets. In
January 1996 the Company acquired of S.A. Jige International
("Jige"), a French manufacturer of wreckers and car carriers,
and in April 1996 the Company acquired Boniface Engineering
Limited ("Boniface"), a British manufacturer of towing and
recovery equipment. Prior to these acquisitions, the Company
had limited experience with sales and manufacturing operations
outside North America. There is no assurance that the Company
will be able to successfully integrate and expand its foreign
operations. Furthermore, there is no assurance that the
Company will be able to successfully expand sales outside of
North America or compete in markets in which it is unfamiliar
with cultural and business practices. The Company's foreign
operations are subject to various political, economic and other
-2-
uncertainties, including risks of restrictive taxation policies,
foreign exchange restrictions and currency translations, changing
political conditions and governmental regulations.
RISKS OF ENTERING NEW LINES OF BUSINESS. The Company's
growth strategy includes vertically integrating within the towing
and recovery industry through a combination of acquisitions and
internal growth. Implementation of its growth strategy has
resulted in the Company's entry into several new lines of
business. Historically, the Company's expertise has been in the
manufacture of towing equipment and the Company had no prior
operating experience in the lines of business it recently
entered. During fiscal 1997, the Company entered three new lines
of business through the acquisition of towing and recovery
equipment distributors and towing service companies, and the
establishment of the Company's Financial Services Group. The
Company's operation of these businesses will be subject to all of
the risks inherent in the establishment of a new business
enterprise. Such acquisitions present the additional risk that newly-
acquired businesses could be viewed as being in competition with
other customers of the Company. Although the new businesses are
closely related to the Company's towing equipment manufacturing
business, there can be no assurance that the Company will be able
to successfully operate these new businesses.
CYCLICAL NATURE OF INDUSTRY AND GENERAL ECONOMIC CONDITIONS.
The towing and recovery industry is cyclical in nature and has
been affected historically by high interest rates and economic
conditions in general. Accordingly, a downturn in the economy
could have a material adverse effect on the Company's operations.
The industry is also influenced by consumer confidence and
general credit availability.
FLUCTUATIONS IN PRICE AND SUPPLY OF MATERIALS AND COMPONENT
PARTS. The Company is dependent upon outside suppliers for its
raw material needs and other purchased component parts and,
therefore, is subject to price increases and delays in receiving
supplies of such materials and component parts. There can be no
assurance that the Company will be able to pass any price
increase on to its customers. Although the Company believes that
sources of its materials and component parts will continue to be
adequate to meet its requirements and that alternative sources
are available, events beyond the Company's control could have an
adverse effect on the cost or availability of such materials and
component parts. Additionally, demand for the Company's products
could be negatively affected by the unavailability of truck
chassis, which are manufactured by third parties and are
typically purchased separately by the Company's distributors or
by towing operators and are sometimes supplied by the Company.
COMPETITION. The towing and recovery equipment
manufacturing industry is highly competitive. Competition for
sales exists at both the distributor and towing-operator levels
and is based primarily on product quality and innovation,
reputation, technology, customer service, product availability
and price. In addition, sales of the Company's products are
affected by the market for used towing and recovery equipment.
Certain of the Company's competitors may have substantially
greater financial and other resources and may provide more
attractive dealer and retail customer financing alternatives than
the Company. Historically, the towing service industry has been
highly fragmented, with an estimated 30,000 professional towing
operators in the United States, therefore the Company's towing
service operations will face continued competition from many
operators across the country. The Company also faces competition
in its consolidation of professional towing operators. These
operators could be consolidated by other companies, individuals
or entities, or they could enter into affiliate relationships
with other companies. In addition, the Company's presence in the
towing service industry presents the risk that it could be viewed
-3-
as being in competition with other customers of the Company. The
Company may also face significant competition from large
competitors as it enters other new lines of business, including
towing and recovery equipment distribution and financial
services.
DEPENDENCE ON PROPRIETARY TECHNOLOGY. Historically, the
Company has been able to develop or acquire patented and other
proprietary product innovations which have allowed it to produce
what management believes to be technologically advanced products
relative to most of its competition. Certain of the Company's
patents expire in 2004 at which time the Company may not have a
continuing competitive advantage through proprietary products and
technology. The Company's historical market position has been a
result, in part, of its continuous efforts to develop new
products. The Company's future success and ability to maintain
market share will depend, to an extent, on new product
development.
LABOR AVAILABILITY. The timely production of the Company's
wreckers and car carriers requires an adequate supply of skilled
labor. In addition, the operating costs of each manufacturing
and towing service facility can be adversely affected by high
turnover in skilled positions. Accordingly, the Company's
ability to increase sales, productivity and net earnings will be
limited to a degree by its ability to employ the skilled laborers
necessary to meet the Company's requirements. There can be no
assurance that the Company will be able to maintain an adequate
skilled labor force necessary to efficiently operate its
facilities.
DEPENDENCE ON KEY MANAGEMENT. The success of the Company is
highly dependent on the continued services of the Company's
management team. The loss of services of one or more key members
of the Company's senior management team could have a material
adverse effect on the Company. Although the Company historically
has been successful in retaining the services of its senior
management, there can be no assurance that the Company will be
able to retain such personnel in the future.
PRODUCT LIABILITY AND INSURANCE. The Company is subject to
various claims, including product liability claims arising in the
ordinary course of business, and may at times be a party to
various legal proceedings that constitute ordinary routine
litigation incidental to the Company's business. The Company
maintains reserves and liability insurance coverage at levels
based upon commercial norms and the Company's historical claims
experience. A successful product liability or other claim
brought against the Company in excess of its insurance coverage
or the inability of the Company to acquire insurance at
commercially reasonable rates could have a material adverse
effect upon the Company's business, operating results and
financial condition.
VOLATILITY OF MARKET PRICE. From time to time, there may be
significant volatility in the market price for the Common Stock.
Quarterly operating results of the Company, changes in earnings
estimated by analysts, changes in general conditions in the
Company's industry or the economy or the financial markets or
other developments affecting the Company could cause the market
price of the Common Stock to fluctuate substantially. In
addition, in recent years the stock market has experienced
significant price and volume fluctuations. This volatility has
had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to their operating
performance.
POSSIBLE ADVERSE EFFECT OF FUTURE SALES OF COMMON STOCK.
The Company has filed a shelf registration statement to register
for sale, from time to time on a continuous basis, an aggregate
of 5 million shares of Common Stock which the Company has issued
and intends to issue in connection with certain of its
-4-
acquisitions or in other transactions. Such securities may be
subject to resale restrictions in accordance with the Securities
Act and the regulations promulgated thereunder, as well as resale
limitations imposed by tax laws and regulations or by contractual
provisions negotiated by the Company. As such restrictions
lapse, such securities may be sold to the public. In the event
of the issuance and subsequent resale of a substantial number of
shares of Common Stock, or a perception that such sales could
occur, there could be a material adverse effect on the prevailing
market price of Common Stock.
CONTROL BY PRINCIPAL SHAREHOLDER. William G. Miller, the
Chairman and Co-Chief Executive Officer of the Company,
beneficially owns approximately 15% of the outstanding shares of
Common Stock. Accordingly, Mr. Miller has the ability to exert
significant influence over the business affairs of the Company,
including the ability to influence the election of directors and
the result of voting on all matters requiring shareholder
approval.
ANTI-TAKEOVER PROVISIONS OF CHARTER AND BYLAWS; PREFERRED
STOCK. The Company's Charter and Bylaws contain restrictions
that may discourage other persons from attempting to acquire
control of the Company, including, without limitation,
prohibitions on shareholder action by written consent and advance
notice requirements respecting amendments to certain provisions
of the Company's Charter and Bylaws. In addition, the Company's
Charter authorizes the issuance of up to 5,000,000 shares of
preferred stock. The rights and preferences for any series of
preferred stock may be set by the Board of Directors, in its sole
discretion and without shareholder approval, and the rights and
preferences of any such preferred stock may be superior to those
of Common Stock and thus may adversely affect the rights of
holders of Common Stock.
TOWING AND RECOVERY EQUIPMENT
The Company offers a broad range of towing and recovery
equipment products that meet most customer design, capacity and
cost requirements. The Company manufactures the bodies of
wreckers and car carriers, which are installed on truck chassis
manufactured by third parties. Wreckers generally are used to
recover and tow disabled vehicles and other equipment and range
in type from the conventional tow truck to large recovery
vehicles with rotating hydraulic booms and 60-ton lifting
capacities. Car carriers are specialized flat bed vehicles with
hydraulic tilt mechanisms that enable a towing operator to drive
or winch a vehicle onto the bed for transport. Car carriers
transport new or disabled vehicles and other equipment and are
particularly effective over longer distances.
The Company's products are sold primarily through
independent distributors that serve all 50 states, Canada and
Mexico, and other foreign markets including Europe, the Pacific
Rim and the Middle East. As a result of its ownership Jige in
France and Boniface in the United Kingdom, the Company has
substantial distribution capabilities in Europe. While most of
the Company's distributor agreements do not contain exclusivity
provisions, management believes that approximately 75% of the
Company's independent distributors sell the Company's products on
an exclusive basis. In addition to selling the Company's
products to towing operators, the distributors provide parts and
service. The Company also has independent sales representatives
that exclusively market the Company's products and provide
expertise and sales assistance to distributors. Management
believes the strength of the Company's distribution network and
the breadth of its product offerings are two key advantages over
its competitors.
-5-
PRODUCT LINE
The Company manufactures a broad line of wrecker and car
carrier bodies to meet a full range of customer design, capacity
and cost requirements. The products are marketed under the
Century, Vulcan, Challenger, Holmes, Champion, Chevron, Eagle,
Jige, and Boniface brand names.
WRECKERS. Wreckers are generally used to recover and tow
disabled vehicles and other equipment and range in type from the
conventional tow truck to large recovery vehicles with 60-ton
lifting capacities. Wreckers are available with specialized
features, including underlifts, L-arms and scoops, which lift
disabled vehicles by the tires or front axle to minimize front
end damage to the towed vehicles. Certain heavy duty wrecker
models offer rotating booms, which allow heavy duty wreckers to
recover vehicles from any angle, and proprietary remote control
devices for operating wreckers. In addition, certain light duty
wreckers are equipped with the patented "Eagle Claw" automatic
wheellift hookup device that allows operators to engage a
disabled or unattended vehicle without leaving the cab of the
wrecker.
The Company's wreckers range in capacity from 8 to 60 tons,
and are characterized as light duty and heavy duty, with wreckers
of 16-ton or greater capacity being classified as heavy duty.
Light duty wreckers are used to remove vehicles from accident
scenes and vehicles illegally parked, abandoned or disabled, and
for general recovery. Heavy duty wreckers are used in commercial
towing and recovery applications including overturned tractor
trailers, buses, motor homes and other vehicles.
CAR CARRIERS. Car carriers are specialized flat bed
vehicles with hydraulic tilt mechanisms that enable a towing
operator to drive or winch a vehicle onto the bed for transport.
Car carriers are used to transport new or disabled vehicles and
other equipment and are particularly effective for transporting
vehicles or other equipment over longer distances. In addition
to transporting vehicles, car carriers may also be used for other
purposes, including transportation of industrial equipment. In
recent years, professional towing operators have added car
carriers to their fleets to complement their towing capabilities.
BRAND NAMES
The Company manufactures and markets its wreckers and car
carriers under nine separate brand names. Although certain of
the brands overlap in terms of features, prices and distributors,
each brand has its own distinctive image and customer base.
Century(R). The Century brand is the Company's "top-of-the-
line" brand and represents what management believes to be the
broadest product line in the industry. The Century line was
started in 1974 and produces wreckers ranging from the 8-ton
light duty to the 60-ton heavy duty models and car carriers in
lengths from 17 1/2 to 26 feet. Management believes that the
Century brand has a reputation as the industry's leading product
innovator.
Vulcan(R). The Company's Vulcan product line includes a range
of premium light and heavy duty wreckers, car carriers and other
towing and recovery equipment. The Vulcan line is operated
autonomously with its own independent distribution network.
Challenger(R). The Company's Challenger products compete with
the Century and Vulcan products and constitute a third premium
product line. Challenger products consist of light to heavy duty
-6-
wreckers with capacities ranging from 8 to 60 tons, and car
carriers with lengths ranging from 17 1/2 to 26 feet. The
Challenger line was started in 1975 and is known for high
performance heavy duty wreckers and aesthetic design.
Holmes(R). The Company's Holmes product line includes mid-
priced wreckers with 8 to 16 ton capacities and car carriers in
17 1/2 to 21 foot lengths. The Holmes wrecker was first produced in
1916. The Holmes name has been the most well-recognized and
leading industry brand both domestically and internationally
through most of this century.
Champion(R). The Champion brand, which was introduced in
1991, includes car carriers which range in length from 17 1/2 to 21
feet. The Champion product line, which is generally lower-
priced, allows the Company to offer a full line of car carriers
at various competitive price points. In 1993, the Champion line
was expanded to include a line of economy tow trucks with
integrated boom and underlift.
Chevron(R). The Company's Chevron product line is comprised
primarily of premium car carriers. Chevron produces a range of
premium single-car, multi-car and industrial carriers, light duty
wreckers and other towing and recovery equipment. The Chevron
line is operated autonomously with its own independent
distribution network that focuses on the salvage industry.
Eagle(R). The Company's Eagle products consist of light duty
wreckers with a patented "Eagle Claw" hook-up system that
allows towing operators to engage a disabled or unattended
vehicle without leaving the cab of the tow truck. The "Eagle
Claw" hook-up system, which was patented in 1984, was originally
developed for the repossession market. Since acquiring Eagle,
the Company has upgraded the quality and features of the Eagle
product line and expanded its recovery capability. The Eagle
line is now gaining increased popularity in the broader towing
and recovery vehicle market.
Jige(TM). The Company's Jige product line is comprised of a
broad line of light and heavy duty wreckers and car carriers
marketed primarily in Europe. Jige is a market leader best known
for its innovative designs of car carriers and light wreckers
necessary to operate within the narrow confines of European
cities.
Boniface(TM). The Company's Boniface product line is comprised
primarily of heavy duty wreckers. Boniface produces a wide range
of heavy duty wreckers specializing in the long underlift
technology required to tow modern European tour buses.
The Company's Holmes and Century brand names are associated
with four of the major innovations in the industry: the rapid
reverse winch, the tow sling, the hydraulic lifting mechanism,
and the underlift with parallel linkage and L-arms. The
Company's engineering staff, in consultation with manufacturing
personnel, uses computer-aided design and stress analysis systems
to test new product designs and to integrate various product
improvements. In addition to offering product innovations, the
Company focuses on developing or licensing new technology for its
products.
MANUFACTURING PROCESS
The Company manufactures wreckers and car carriers at six
manufacturing facilities located in the United States, France and
England. The manufacturing process for the Company's products
consists primarily of cutting and bending sheet steel or aluminum
-7-
into parts that are welded together to form the wrecker or car
carrier body. Components such as hydraulic cylinders, winches,
valves and pumps, which are purchased by the Company from third-
party suppliers, are then attached to the frame to form the
completed wrecker or car carrier body. The completed body is
either installed by the Company or shipped by common carrier to a
distributor where it is then installed on a truck chassis.
Generally, the wrecker or car carrier bodies are painted by the
Company with a primer coat only, so that towing operators can
select customized colors to coordinate with chassis colors or
fleet colors. To the extent final painting is required before
delivery, the Company contracts with independent paint shops for
such services.
The Company purchases raw materials and component parts from
a number of sources. Although the Company has no long-term
supply contracts, management believes the Company has good
relationships with its primary suppliers. The Company has
experienced no significant problems in obtaining adequate
supplies of raw materials and component parts to meet the
requirements of its production schedules. Management believes
that the materials used in the production of the Company's
products are available at competitive prices from an adequate
number of alternative suppliers. Accordingly, management does
not believe that the loss of a single supplier would have a
material adverse effect on the Company's business.
TOWING AND RECOVERY EQUIPMENT SALES AND DISTRIBUTION
Management categorizes towing and recovery products into
three general product types: light duty wreckers, heavy duty
wreckers and car carriers. The light duty wrecker customer base
consists primarily of professional wrecker operators,
repossession towing services, municipal and federal governmental
agencies, and repair shop or salvage company owners. The heavy
duty customer base is dominated by professional wrecker operators
serving the needs of commercial vehicle operators. The car
carrier customer base, historically dominated by automobile salvage
companies, has expanded to include equipment rental companies
that offer delivery service and professional towing operators who
desire to complement their existing towing capabilities.
Management estimates that there are approximately 30,000
professional towing operators and 80,000 service station, repair
shop and salvage operators comprising the overall towing and
recovery market.
The Company's sales force, which services the Company's
distribution network, consists of 40 sales representatives, 34 of
whom are Company employees whose responsibilities include
providing administrative and sales support to the entire
distributor base. The remaining 6 sales representatives are
independent contractors who market the Company's products
exclusively. Sales representatives receive commissions on direct
sales based on product type and brand and generally are assigned
specific territories in which to promote sales of the Company's
products and to maintain customer relationships.
The Company has developed a diverse customer base consisting
of approximately 150 distributors in North America, who serve all
50 states, Canada and Mexico, and approximately 50 distributors
that serve other foreign markets. During the fiscal year ended
April 30, 1998, no single distributor accounted for more than 5%
of the Company's sales. Management believes the Company's broad
and diverse customer base provides it with the flexibility to
adapt to market changes, lessens its dependence on particular
distributors and reduces the impact of regional economic factors.
-8-
To support sales and marketing efforts, the Company produces
demonstrator models that are used by the Company's sales
representatives and distributors. To increase exposure to its
products, the Company also has served as the official recovery
team for many automobile racing events, including the Daytona,
Talladega, Atlanta and Darlington NASCAR races, the Grand Prix in
Miami, the Suzuka in Japan, the IMSA "24 Hours at Daytona" and
Molson Indy races, among others.
The Company routinely responds to requests for proposals or
bid invitations in consultation with its local distributors. The
Company has been selected by the United States General Services
Administration as an approved source for certain federal and
defense agencies. The Company intends to continue to pursue
government contracting opportunities.
The towing and recovery equipment industry places heavy
marketing emphasis on product exhibitions at national and
regional trade shows. In order to focus its marketing efforts and
to control marketing costs, the Company has reduced its
participation in regional trade shows and now concentrates its
efforts on five of the major trade shows each year. The Company
works with its distributor network to concentrate on various
regional shows.
TOWING EQUIPMENT DISTRIBUTOR ACQUISITIONS
Since July 1996, the Company's distribution group has
acquired 10 towing equipment distributors. These distributors
are located in California, Colorado, Florida, Georgia, Illinois,
Missouri and Mississippi and in British Columbia and Ontario,
Canada. The acquired distributors market the Company's products
as well as other specialty transportation equipment, and the
Company intends to expand the number and types of products
distributed through its distributors. The Company-owned
distributors generally do not compete in the same geographic
markets as the Company's independent distributors.
During fiscal 1998, the Company acquired four towing
equipment distributors in separate transactions, none of which
were material to the financial results of the Company. The
Company issued an aggregate of approximately 44,000 shares of
Common Stock and paid approximately $868,000 in cash in
transactions accounted for under the purchase method of
accounting, and issued approximately 151,000 shares of Common
Stock in acquisitions accounted for under the pooling-of-
interests method. The Company intends to acquire additional
towing equipment distributors from time to time and anticipates
financing such acquisitions with issuances of Common Stock, cash
and/or borrowings under lines of credit, but is not currently a
party to any agreement to acquire any other distributors. The
Company uses an internal acquisition team, supplemented as needed
by outside advisors, and its extensive contacts in the towing
service industry, to identify, evaluate, acquire and integrate
towing equipment distributors. Acquisition candidates are
evaluated based on stringent criteria in a comprehensive process
which includes operational, legal and financial due diligence
reviews.
-9-
FINANCIAL SERVICES
The Company's Financial Services Group commenced operations
in September 1996 to provide financial services to towing and
recovery equipment distributors and towing service companies.
The Company initially offered floor plan financing to
distributors and purchase and lease financing to towing service
operators. In addition to financing services, the Financial
Services Group now provides insurance coverage, extended
warranties and related services to purchasers of the Company's
products.
The Company has entered into business relationships with
Associates Commercial Corporation, and others (the "Lenders") to
jointly market financing of the Company's products. As part of
these relationships, the Company, through its owned and
independent distributors, originates lease and loan financing for
its end-consumers, and the Lenders provide the financing and
servicing of the leases and loans. In return for the Company's
marketing activities, the Lenders pay a fee based on amounts
financed.
The Company expects to capitalize on its strong existing
relationships with its distributors and their customers and its
reputation for reliable service to develop the Financial Services
Group.
-10-
PRODUCT WARRANTIES AND INSURANCE
The Company offers a 12-month limited manufacturer's product
and service warranty on its wrecker and car carrier products.
The Company's warranty generally provides for repair or
replacement of failed parts or components. Warranty service is
usually performed by the Company or an authorized distributor.
Due to its emphasis on quality production, the Company's warranty
expense in fiscal 1998 averaged less than 1% of net sales.
Management believes that the Company maintains adequate general
liability and product liability insurance.
BACKLOG
The Company produces virtually all of its products to order.
The Company's backlog is based upon customer purchase orders that
the Company believes are firm. The level of backlog at any
particular time, however, is not an appropriate indicator of the
future operating performance of the Company. Certain purchase
orders are subject to cancellation by the customer upon
notification. Given the Company's production and delivery
schedules, as well as the recent plant expansions, management
believes that the current backlog represents less than three
months of production.
COMPETITION
The towing and recovery equipment manufacturing industry is
highly competitive for sales to distributors and towing
operators. Management believes that competition in the towing
and recovery equipment industry is a function of product quality
and innovation, reputation, technology, customer service, product
availability and price. The Company competes on the basis of
each of these criteria, with an emphasis on product quality and
innovation and customer service. Management also believes that a
manufacturer's relationship with distributors is a component
of success in the industry. Accordingly, the Company has
invested substantial resources and management time in building
and maintaining strong relationships with distributors.
Management also believes that the Company's products are regarded
as high quality within their particular price points. The
Company's marketing strategy is to continue to compete primarily
on the basis of quality and reputation rather than solely on the
basis of price, and to continue to target the growing group of
professional towing operators who as end-users recognize the
quality of the Company's products.
Traditionally, the capital requirements for entry into the
towing and recovery manufacturing industry have been relatively
low. Management believes a manufacturer's capital resources and
access to technological improvements have become a more integral
component of success in recent years. Accordingly, management
believes that the Company's ownership of patents on certain of
the industry's leading technologies has given it a competitive
advantage. Certain of the Company's competitors may have greater
financial and other resources and may provide more attractive
dealer and retail customer financing alternatives than the
Company.
EMPLOYEES
At April 30, 1998, the Company employed approximately 1,026
people in its towing and recovery equipment manufacturing and
distribution operations. None of the Company's employees is
covered by a collective bargaining agreement, though its
employees in France and England have certain similar rights
provided by their respective government's employment regulations.
The Company considers its employee relations to be good.
-11-
TOWING SERVICES - ROADONE
In February 1997, the Company formed its towing services
division, RoadOne, to begin building a national towing service
network. With the acquisition of 89 towing service companies as
of July 23, 1998, RoadOne has become a leading towing service
company with operations located in Arizona, California, Colorado,
Florida, Georgia, Illinois, Indiana, Kentucky, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, New
Jersey, New York, Nevada, North Carolina, Ohio, Oklahoma, Oregon,
South Carolina, Tennessee, Texas and Washington. RoadOne's
corporate offices are located in Chattanooga, Tennessee.
Historically, the towing service industry has been highly
fragmented, with an estimated 30,000 professional towing
operators in the United States, many that are undercapitalized
local operators with no viable means of independently realizing
the economic value they have created for their businesses. As
the Company continues to pursue the acquisition of towing service
companies, management believes that these owned companies, along
with affiliations established with non-owned professional towing
operations, will form an organization capable of offering
commercial industries, as well as the general public, consistent,
high quality service across the nation. The Company's strategy
is to build brand loyalty among towing service customers by
emphasizing consistently high quality and dependable service from
multiple locations throughout a broad geographic area. The
Company intends to market these services to organizations with
widely dispersed fleets of vehicles that would benefit from a
single source provider.
SERVICES PROVIDED
Services provided by RoadOne include towing and recovery and
specialized transportation services. RoadOne's towing and
recovery services primarily involve providing road-side
assistance to disabled vehicles which allows such vehicles to
proceed under their own power, or towing disabled or abandoned
vehicles to a location designated by the customer. RoadOne
derives revenue from towing and recovery services based on
distance, time or fixed charges and from storage services based
on daily fees. These services are primarily provided to
commercial entities, such as fleet operators, automobile dealers,
repair shops, automobile leasing companies, and automobile
auction companies; public entities such as municipalities,
police, sheriff and highway patrol departments, colleges and
universities, and toll-road departments; motor clubs; and
individual motorists. RoadOne conducts lien and salvage sales of
certain vehicles in conjunction with its towing and recovery
services. RoadOne also provides limited environmental clean-up
services in some areas.
RoadOne's specialized transportation services primarily
involve transporting new and used vehicles, construction
equipment and industrial equipment. RoadOne derives revenue from
transport services based on distance, time or fixed charges.
These services are primarily provided to automobile leasing
companies, automobile auction companies, automobile dealers,
fleet operators, construction companies, and industrial
manufacturers.
-12-
TOWING, RECOVERY AND ROAD SERVICES
COMMERCIAL. RoadOne provides commercial road services to a
broad range of commercial customers, including automobile dealers
and repair shops. RoadOne typically charges a flat fee and a
mileage premium for these towing services. Commercial road
services also include towing and recovery of heavy-duty trucks,
recreational vehicles, buses and other large vehicles, typically
for commercial fleet operators. RoadOne charges an hourly rate
based on the towing vehicle used for these specialized services.
RoadOne also provides private impound towing services to
commercial customers, such as shopping centers, retailers and
hotels, which engage RoadOne to tow vehicles that are parked
illegally on their property.
MUNICIPAL. RoadOne also provides towing and recovery
services to public entities such as municipalities and police,
sheriff and highway patrol departments. In a limited number of
markets, RoadOne provides municipal freeway service towing to
local transit districts and other transportation agencies through
patrolling a preset route on heavily-used freeways and towing or
otherwise assisting disabled vehicles. These services are in
some cases provided under contracts, typically for terms of five
years or less, that are terminable for material breach and are
typically subject to competitive bidding upon expiration. In
other cases, RoadOne provides these services without a long-term
contract. Whether pursuant to a contract or an ongoing
relationship, these services are generally provided by RoadOne
for a designated geographic area, or shared with one or more
other companies on a rotation basis.
MOTOR CLUB. RoadOne provides towing and recovery services
under contract to national motor clubs for the disabled vehicles
of their members. Roadside assistance is provided and, if
necessary, vehicles are towed to repair facilities for a flat fee
paid by either the individual motorist or the motor club.
CONSUMER TOWING AND RECOVERY. RoadOne provides towing and
recovery services to individual motorists for their disabled
vehicles. Roadside assistance is provided and, if necessary,
vehicles are towed to repair facilities for a flat fee paid by
the individual motorist.
LIEN AND SALVAGE SALES. In conjunction with providing
towing and recovery services, vehicles may be towed to a Company
facility where the vehicle is impounded and placed in storage.
Such a vehicle will remain in storage until its owner pays the
towing fee, which is typically based on an hourly charge, and any
daily storage fees, to the Company, as well as any fines due to
law enforcement agencies. If the vehicle is not claimed within a
period prescribed by law (typically between 30 and 90 days),
RoadOne may complete lien proceedings and sell the vehicle at
auction or to a scrap metal facility, depending on the value of
the vehicle.
ENVIRONMENTAL CLEANUP. RoadOne also provides environmental
cleanup services to a range of commercial customers in some
markets. These services are typically provided when there is a
spill of a petroleum product in conjunction with a wrecked
vehicle requiring towing and recovery services, but may also
involve an isolated spill. RoadOne does not cleanup spills of
materials designated as Hazardous Materials by the Environmental
Protection Agency. There are fixed and variable components to
the fees charged by RoadOne for its environmental cleanup
services.
-13-
SPECIALIZED TRANSPORTATION
CONSTRUCTION EQUIPMENT. RoadOne provides construction
equipment transport services to construction companies,
contractors, municipalities and equipment leasing companies for
mobile cargo such as cranes, bulldozers, forklifts and other
heavy construction equipment. Service fees are based on the
vehicle used and the distance traveled.
INDUSTRIAL EQUIPMENT. RoadOne provides industrial equipment
transport services to manufacturing companies, construction
companies, contractors, municipalities and equipment leasing
companies for immobile cargo such as engines, industrial
generators and heavy construction materials. Service fees may be
based on the vehicle used and the distance traveled or may be
determined using an hourly rate based on the towing vehicle used
for these specialized services.
NEW AND USED AUTOMOBILE. RoadOne provides automobile
transport services to leasing companies, automobile dealers,
automobile auction companies, long-distance transporters, brokers
and individuals. Services typically are provided as needed by
particular customers and charged according to pre-set rates based
on mileage. RoadOne provides transport services for dealers with
used cars coming off lease and who transfer new cars from one
region to another based on demand. The Company also provides
local collection and delivery support to long-haul automobile
transporters.
DISPATCH SYSTEMS
RoadOne currently dispatches its towing and recovery and
specialized transportation services via existing local dispatch
systems operated by its individual subsidiaries. Some of these
subsidiaries utilize computerized positioning systems which
identify and track vehicle location and status in a localized
area. RoadOne intends to continue to use these existing dispatch
systems, while developing and implementing a national
computerized dispatch system that will more efficiently support
its national, regional and local customers in allocating and
utilizing assets on every level.
TOWING SERVICE ACQUISITIONS
The Company intends to continue to acquire additional towing
service operations. The Company has targeted professional
towers, and generally seeks operators who have good reputations
in their markets and solid management willing to continue in the
employment of the Company after the acquisition. The Company
uses an internal acquisition team, supplemented as needed by
outside advisors, and its extensive contacts in the towing
service industry, to identify, evaluate, acquire and integrate
towing operators. Acquisition candidates are evaluated based on
criteria in a comprehensive process which includes operational,
legal and financial due diligence reviews. The Company expects
to utilize Common Stock, cash, or both as consideration for
future acquisitions.
During fiscal 1998, the Company acquired 47 towing service
companies in separate transactions, none of which were
individually material to the financial results of the Company.
The Company issued an aggregate of approximately 2.8 million
shares of Common Stock and paid approximately $14.5 million in
cash in such transactions which have been accounted for under the
purchase method of accounting, and issued an aggregate of
approximately 716,000 shares of Common Stock in such transactions
which have been accounted for under the pooling-of-interests
method of accounting. Subsequent to April 30, 1998, the Company
has acquired 13 additional towing service companies in separate
-14-
transactions as of July 2, 1998, issuing approximately 256,000
shares of Common Stock and paying approximately $7.1 million in
cash, all of which transactions have been accounted for under the
purchase method of accounting.
At July 22, 1998, the Company had entered into letters of
intent to acquire 21 additional towing service companies in
transactions expected to close over the following twelve weeks.
These transactions are subject to customary conditions, including
completion of due diligence investigations and execution of
definitive acquisition agreements, among others. The Company
intends to continue to aggressively pursue additional purchases
of towing service companies.
AFFILIATE PROGRAM
In order to offer a nationwide towing service, the Company
has established an affiliate program under which independent
professional towers who meet the Company's criteria provide
towing services under the RoadOne name as "affiliates." RoadOne
affiliated companies will be offered many of the benefits of
owned companies, such as product rebates, lower costs for
financing and insurance, quantity buying advantages, national
marketing strength and driver training. The Company's intention
is eventually to sign agreements with a large number of RoadOne
affiliates across North America. As of July 22, 1998, the
Company had signed 1,048 agreements with RoadOne affiliates in
all 50 states, Puerto Rico and four provinces in Canada.
COMPETITION
Historically, the towing service industry has been highly
fragmented, with an estimated 30,000 professional towing
operators in the United States. The Company believes that its
consolidation of a number of these companies will give it brand
loyalty among towing service customers through an emphasis on
consistently high quality and dependable service from multiple
locations over a broad geographic area. The Company expects to
market these services to organizations with widely dispersed
fleets of vehicles that would benefit from a single source
provider. However, the size of the towing service industry will
mean that the Company's operations will face continued
competition from many operators across the country. The Company
also faces competition in its consolidation of professional
towing operators. These operators could be consolidated by other
companies, individuals or entities, or they could enter into
affiliate relationships with other companies. In addition, the
Company's presence in the towing service industry presents the
risk that it could be viewed as being in competition with other
customers of the Company.
EMPLOYEES
At April 30, 1998, the Company employed approximately 3,105
people at RoadOne. None of the Company's RoadOne employees are
covered by a collective bargaining agreement. The Company
considers its employee relations to be good.
PATENTS AND TRADEMARKS
The development of the underlift parallel linkage and L-arms
in 1982 is considered one of the most innovative developments in
the wrecker industry in the last 25 years. This technology is
-15-
significant primarily because it allows the damage-free towing of
newer aerodynamic vehicles made of lighter weight materials.
Patents for this technology were granted to an operating
subsidiary of the Company in 1987 and 1989. These patents expire
in mid-year 2004. This technology, particularly the L-arms, is
used in a majority of the commercial wreckers today. Management
believes that utilization of such L-arm devices without a license is an
infringement of the Company's patent. The Company has
successfully litigated infringement lawsuits in which the
validity of the Company's patent on this technology was upheld. The
Company also holds a number of other utility and design patents
covering other products, including the "Eagle-Claw" hook up system,
the Vulcan "scoop" wheel-retainer and the car carrier anti-tilt
device. The Company has also obtained the rights to use and develop
certain technologies owned or patented by others.
The Company's trademarks "Century," "Holmes," "Champion,"
"Challenger," "Formula I," "Eagle Claw Self-Loading Wheellift,"
"Pro Star," "Street Runner," "Vulcan," and "RoadOne," among others,
are registered with the United States Patent and Trademark Office.
Management believes that the Company's trademarks are well-recognized
by dealers, distributors and end-users in their respective markets
and are associated with a high level of quality and value.
GOVERNMENT REGULATIONS AND ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state and
local laws and regulations relating to the generation, storage,
handling, emission, transportation and discharge of materials
into the environment. Management believes that the Company is in
substantial compliance with all applicable federal, state and
local provisions relating to the protection of the environment.
The costs of complying with environmental protection laws and
regulations has not had a material adverse impact on the
Company's financial condition or results of operations in the
past and is not expected to have a material adverse impact in the
future.
The Company is also subject to the Magnuson-Moss Warranty
Federal Trade Commission Improvement Act which regulates the
description of warranties on products. The description and
substance of the Company's warranties are also subject to a
variety of federal and state laws and regulations applicable to
the manufacturing of vehicle components. Management believes
that continued compliance with various government regulations
will not materially affect the operations of the Company.
The Financial Services Group is subject to regulation under
various federal, state and local laws which limit the interest
rates, fees and other charges that may be charged by it or
prescribe certain other terms of the financing documents that it
enters into with its customers. Management believes that the
additional administrative costs of complying with these
regulations will not materially affect the operations of the
Company.
-16-
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
William G. Miller....... 51 Chairman of the Board
Jeffrey I. Badgley...... 46 President, Chief Executive Officer and Director
Adam L. Dunayer......... 31 Vice President, Treasurer and Chief Financial Officer
Frank Madonia........... 49 Vice President, Secretary and General Counsel
J. Vincent Mish......... 47 Vice President and President of Financial Services Group
Daniel N. Sebastian..... 55 Vice President
WILLIAM G. MILLER has served as Chairman of the Board since
April 1994. Mr. Miller served as Chief Executive Officer of the
Company from April 1994 to June 1997, as Co-Chief Executive
Officer of the Company from June 1997 to November 1997, and as
President of the Company from April 1994 to June 1996. He served
as Chairman of Miller Group, Inc., from August 1990 through May
1994, as its President from August 1990 to March 1993, and as its
Chief Executive Officer from March 1993 until May 1994. Prior to
1987, Mr. Miller served in various management positions for
Bendix Corporation, Neptune International Corporation, Wheelabrator-
Frye Inc. and The Signal Companies, Inc.
JEFFREY I. BADGLEY has served as Chief Executive Officer of
the Company since November 1997, as President since June 1996,
and as a director since January 1996. Mr. Badgley served as Co-
Chief Executive Officer of the Company from June 1997 to November
1997, as Chief Operating Officer of the Company from June 1996 to
June 1997 and as Vice-President of the Company from April 1994 to
June 1996. In addition, Mr. Badgley serves as President of
Miller Industries Towing Equipment Inc. Mr. Badgley served as
Vice President - Sales of Miller Industries Towing Equipment Inc.
from 1988 to 1996. Mr. Badgley served as Vice President - Sales
and Marketing of Challenger Wrecker Manufacturing, Inc., from
1982 until joining Miller Industries Towing Equipment Inc.
ADAM L. DUNAYER joined the Company in September 1996 and
serves as Vice President, Treasurer and Chief Financial Officer.
From 1989 to September 1996, Mr. Dunayer worked in investment
banking with Bear, Stearns & Co. Inc., most recently as Vice-
President. Mr. Dunayer has a wide range of experience in
corporate finance, including equity and debt financings, as well
as mergers and acquisitions and general advisory services.
FRANK MADONIA has served as Vice President, General Counsel
and Secretary of the Company since April 1994. Mr. Madonia
served as Secretary and General Counsel to Miller Industries
Towing Equipment Inc. since its acquisition by Miller Group in
1990. From July 1987 through April 1994, Mr. Madonia served as
Vice President, General Counsel and Secretary of Flow
Measurement. Prior to 1987, Mr. Madonia served in various legal
and management positions for United States Steel Corporation,
Neptune International Corporation, Wheelabrator-Frye Inc., The
Signal Companies, Inc. and Allied-Signal Inc. In addition, Mr.
Madonia is registered to practice before the United States Patent
and Trademark Office.
J. VINCENT MISH is a certified public accountant and has
served as President of the Financial Services Group since
September 1996 and as a Vice President of the Company since April
1994. From April 1994 through September 1996, Mr. Mish served as
Chief Financial Officer and Treasurer of the Company. Mr. Mish
served as Vice President and Treasurer of Miller Industries
Towing Equipment Inc. since its acquisition by Miller Group in
-17-
1990. From February 1987 through April 1994, Mr. Mish served as
Vice President and Treasurer of Flow Measurement. Mr. Mish
worked with Touche Ross & Company (now Deloitte and Touche) for
over ten years before serving as Treasurer and Chief Financial
Officer of DNE Corporation from 1982 to 1987. Mr. Mish is a
member of the American Institute of Certified Public Accountants
and the Tennessee, Georgia and Michigan Certified Public
Accountant societies.
DANIEL N. SEBASTIAN has served as Vice President of the
Company since April 1994. Mr. Sebastian has also served as
President of Champion Carrier Corporation ("Champion"), a wholly
owned subsidiary of the Company, since July 1993. Mr. Sebastian
served as Vice President of SAFEREC, Inc., a towing and recovery
distributorship, from 1987 until 1988, at which time he became
the operating manager of Champion. Mr. Sebastian has over 25
years of experience in the towing and recovery industry.
ITEM 2. PROPERTIES
The Company operates four manufacturing facilities in the
United States. The facilities are located in (i) Ooltewah,
Tennessee, (ii) Hermitage, Pennsylvania, (iii) Mercer,
Pennsylvania, and (iv) Greeneville, Tennessee. The Ooltewah
plant, containing approximately 180,000 square feet, produces
light and heavy duty wreckers; the Hermitage plant, containing
approximately 95,000 square feet, produces car carriers; the
Mercer plant, which was acquired in December 1997, contains
approximately 100,000 square feet, produces car carriers and
light duty wreckers; and the Greeneville plant, containing
approximately 100,000 square feet, primarily produces car
carriers.
The Company operates two foreign manufacturing facilities
located in the Lorraine region of France, which contain, in the
aggregate, approximately 100,000 square feet, and one in Norfolk,
England, which contains approximately 22,500 square feet.
Management believes that its existing manufacturing
facilities will allow the Company to meet anticipated demand for
its products.
In connection with its acquisition of 47 towing service
companies during fiscal 1998, the Company has acquired or entered
into leases for property at over 80 locations in 22 states.
These facilities are utilized as offices for administrative and
dispatch operations, garages for repair and upkeep of towing
vehicles, and lots for storage and impounding of towed cars.
RoadOne's corporate offices are housed in 10,000 square feet of
leased space in Chattanooga, Tennessee.
ITEM 3. LEGAL PROCEEDINGS
In January 1998, the Company received a letter from the
Antitrust Division of the Department of Justice (the "Division")
stating that it was conducting a civil investigation covering
"competition in the tow truck industry." The letter asked that
the Company preserve its records related to the tow truck
industry, particularly documents related to sales and prices of
products and parts, acquisition of other companies in the
industry, distributor relations, patent matters, competition in
the industry generally, and activities of other companies in the
industry. In March 1998, the Company received a Civil
Investigative Demand ("CID") issued by the Division as part of
-18-
its continuing investigation of whether there are, have been or
may be violations of the federal antitrust statutes in the tow
truck industry. Under this CID, the Company is required to
produce information and documents to assist the Division in its
investigation. It is unknown at this time what the eventual
outcome of the investigation will be. The Company is continuing
to cooperate with the government in its investigation.
During September, October and November 1997, five lawsuits
were filed by certain persons who seek to represent a class of
shareholders who purchased shares of the Company's common stock
during the period from either October 15 or November 6, 1996 to
September 11, 1997. Four of the suits were filed in the United
States District Court for the Northern District of Georgia. The
individual plaintiffs in these suits consist of Stephen Clark;
Karen Stauffer and Julie F. Dugo IRA; Erich R. Swett; and Manuel
Vela. The remaining suit was filed in the Chancery Court of
Hamilton County, Tennessee by John M. Constantine III. In
general, the individual plaintiffs in all of the cases allege
that they were induced to purchase the Company's common stock on
the basis of allegedly actionable misrepresentations or omissions
about the Company and its business and, as a result were thereby
damaged. Four of the complaints assert claims under Sections
10(b) and 20 of the Securities Act of 1934. The complaints name
as the defendants the Company and various of its present and
former directors and officers. The plaintiffs in the four
actions which involved claims in Federal Court under the
Securities Exchange Act of 1934 have consolidated those actions.
The Company filed a motion to dismiss in the consolidated case
which was granted in part and denied in part. The Company filed
a motion to dismiss in the Tennessee case which was granted in
its entirety. However, the plaintiffs in that case have
petitioned the Court for permission to amend their complaint. In
both these actions, the Company denies liability and continues to
vigorously defend itself.
The Company is, from time to time, a party to litigation
arising in the normal course of its business. Management
believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on the financial
position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of
the Registrant during the fourth quarter of the fiscal year
covered by this Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Registrant's Common Stock is traded on the New York
Stock Exchange ("NYSE") under the symbol "MLR." The following
table sets forth the quarterly range of high and low sales prices
for the Common Stock for the period from May 1, 1996 through
April 30, 1998. The following prices have been adjusted to
reflect a 3-for-2 stock split effected in April 1996, a 2-for-1
stock split effected in September 1996, and a 3-for-2 stock split
effected in December, 1996, each in the form of a stock dividend.
HIGH LOW
---- ----
FISCAL YEAR ENDED APRIL 30, 1997
First Quarter $12.17 $ 8.50
Second Quarter $17.33 $11.00
Third Quarter $22.88 $14.67
Fourth Quarter $21.63 $ 9.75
-19-
Fiscal Year Ended April 30, 1998
First Quarter $17.63 $11.88
Second Quarter $18.25 $ 9.00
Third Quarter $12.00 $ 9.06
Fourth Quarter $11.44 $ 6.19
The approximate number of holders of record and beneficial
owners of Common Stock as of July 22, 1998 was 1,862 and 10,000,
respectively.
The Company has never declared cash dividends on the Common
Stock. The Company intends to retain its earnings to finance the
expansion of its business and does not anticipate paying cash
dividends in the foreseeable future. Any future determination as
to the payment of cash dividends will depend upon such factors as
earnings, capital requirements, the Company's financial
condition, restrictions in financing agreements and other factors
deemed relevant by the Board of Directors. The payment of
dividends by the Company is restricted by its revolving credit
facility.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth the selected consolidated
financial data of the Company, which should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the
Company's Consolidated Financial Statements and Notes thereto.
The selected consolidated financial data for the nine months
ended April 30, 1994 and the years ended April 30, 1995, 1996,
1997 and 1998 have been derived from the consolidated financial
statements of the Company audited by Arthur Andersen LLP,
independent public accountants. The selected consolidated
financial data for the twelve months ended April 30, 1994 have
been derived from the unaudited consolidated financial statements
of the Company which in the opinion of management, include all
adjustments (which consist of only normal recurring adjustments)
necessary for a fair presentation of the financial condition and
results of operations of the Company for those periods.
-20-
SELECTED FINANCIAL DATA
Miller Industries, Inc. and Subsidiaries Twelve Nine
Selected Financial Data Years Ended Months Months
(In thousands except per share data) April 30, Ended Ended
-------------------------------------------------- April 30, April 30,
1998 1997 1996 1995 1994 1994
---------------------------------------------------------------------------------
STATEMENTS OF INCOME DATA:
Net sales $397,213 $292,394 $180,463 $139,779 $94,601 $74,192
Costs and expenses:
Costs of operations 319,453 238,625 148,490 113,439 72,985 57,306
Selling, general and
administrative expenses 49,420 30,192 17,629 14,750 15,273 11,508
Restructuring costs 4,100 - - - - -
Interest expense, net 3,389 620 209 370 409 338
-------------------------------------------------------------------------------
Total costs and expenses 376,362 269,437 166,328 128,559 88,667 69,152
Income before income taxes, extraordinary
gain, and cumulative effect of
accounting change 20,851 22,957 14,135 11,220 5,934 5,040
Income taxes 8,186 8,436 5,108 3,736 1,644 1,620
-------------------------------------------------------------------------------
Income before extraordinary gain and
cumulative effect of accounting change 12,665 14,521 9,027 7,484 4,290 3,420
Extraordinary gain on debt retirement
(less applicable income taxes of $175
in 1995 and $26 in 1994) - - - 288 1,143 1,143
Cumulative effect of change in
accounting for income taxes - - - - 781 781
-------------------------------------------------------------------------------
Net income 12,665 14,521 9,027 7,772 6,214 5,344
Preferred stock dividends - - - - (66) (38)
-------------------------------------------------------------------------------
Net income available for common
shareholders $12,665 $14,521 $9,027 $7,772 $6,148 $5,306
===============================================================================
Basic net income per common share :
Before extraordinay gain and cumulative
effect of accounting change $ 0.28 $ 0.37 $ 0.27 $ 0.26 $ 0.20 $ 0.16
Extraordinary gain on debt retirement - - - 0.01 0.05 0.05
Cumulative effect of change in accounting
for income taxes - - - - 0.04 0.04
-------------------------------------------------------------------------------
$ 0.28 $ 0.37 $ 0.27 $ 0.27 $ 0.29 $ 0.25
===============================================================================
Weighted average common shares
outstanding 44,559 39,565 33,172 28,797 21,072 21,072
===============================================================================
Diluted net income per common share :
Before extraordinay gain and cumulative
effect of accounting change $ 0.27 $ 0.35 $ 0.26 $ 0.25 $ 0.20 $ 0.16
Extraordinary gain on debt retirement - - - 0.01 0.05 0.05
Cumulative effect of change in accounting
for income taxes - - - - 0.04 0.04
-------------------------------------------------------------------------------
$ 0.27 $ 0.35 $ 0.26 $ 0.26 $ 0.29 $ 0.25
===============================================================================
Weighted average common & potential
dilutive common shares outstanding 46,201 41,454 34,102 29,428 21,072 21,072
===============================================================================
BALANCE SHEET DATA (AT PERIOD END):
Working capital $104,774 $61,980 $52,438 $19,011 $ - $ 9,382
Total assets 329,730 215,297 123,978 66,018 - 42,156
Long-term obligations, less current portion 95,778 11,282 9,335 5,171 - 17,848
Cumulative redeemable preferred stock - - - - - 4,094
Common shareholders' equity (deficit) 180,236 138,783 71,913 32,320 - 2,443
____________________________
The twelve month period ended April 30, 1994 is presented for comparison only.
In connection with a reorganization preceding the Company's initial public offering in
fiscal 1995, the Company adopted an April 30 year end.
Basic and diluted net income per common share and the weighted average number of common
and potential dilutive common shares outstanding are computed after giving retroactive
effect to the 3-for-2 stock split effected on April 12, 1996, the 2-for-1 stock split
effected on September 30, 1996, the 3-for-2 stock split effected
on December 30, 1996, and the issuance of 18,472,500 shares of common stock in connection with the
reorganization in April 1994.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the results of operations and
financial condition of the Company should be read in conjunction
with the Consolidated Financial Statements and Notes thereto.
GENERAL
Under the Company's accounting policies, sales are recorded
when equipment is shipped to independent distributors or other
customers. While the Company manufactures only the bodies of
wreckers, which are installed on truck chassis manufactured by
third parties, the Company sometimes purchases the truck chassis
for resale to its customers. Sales of Company-purchased truck
chassis are included in net sales. Margins are substantially
lower on completed recovery vehicles containing Company-purchased
chassis because the markup over the cost of the chassis is
nominal. Revenue from Company owned distributors is recorded at
the time equipment is shipped to customers or services are
rendered. The towing services division recognizes revenue at the
time services are performed.
The Company's net sales have historically been lower in its
first quarter when compared to the prior quarter due in part to
decisions by purchasers of light duty wreckers to defer wrecker
purchases near the end of the chassis model year. The Company's
net sales have historically been relatively stronger in its
fourth quarter due in part to sales made at the largest towing
and recovery equipment trade show.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated,
the components of the consolidated statements of income expressed
as a percentage of net sales.
Years ended April 30,
-----------------------------------------
1998 1997 1996
-----------------------------------------
Net sales 100.0% 100.0% 100.0%
Costs and expenses:
Costs of operations 80.4% 81.6% 82.3%
Selling, general and administrative 12.4% 10.3% 9.8%
Restructuring costs 1.0% 0.0% 0.0%
Interest expense, net 0.9% 0.2% 0.1%
-----------------------------------------
Total cost and expenses 94.8% 92.1% 92.2%
Income before income taxes 5.2% 7.9% 7.8%
Income taxes 2.1% 2.9% 2.8%
-----------------------------------------
Net income 3.2% 5.0% 5.0%
==========================================
/TABLE
YEAR ENDED APRIL 30, 1998 COMPARED TO YEAR ENDED APRIL 30, 1997
Net sales for the year ended April 30, 1998 increased 35.8%
to $397.2 million from $292.4 million for the comparable period
in 1997. The increase in net sales was primarily the result of
(i) higher unit sales in the Company's manufacturing divisions,
(ii) the inclusion for a full year of sales of the distributors
and towing service companies acquired during fiscal 1997, (iii)
the inclusion since the acquisition dates in fiscal 1998 of sales
from the Chevron manufacturing operation acquisition and from the
distributors and towing service companies acquired via purchase
transactions, (iv) a higher level of sales by the Company-owned
distributors and the towing service companies acquired in fiscal
1998 in pooling-of-interests transactions, and (v) an increase in
sales of truck chassis sold by the domestic manufacturing
operations to third parties.
Cost of operations as a percentage of net sales decreased
slightly to 80.4% for the year ended April 30, 1998 from 81.6%
for the comparable prior year period. This reduction was
primarily a result of the Company's towing service division,
which generally has a lower level of operating costs than the
manufacturing and distribution division, accounting for a higher
proportion of revenue in fiscal 1998.
Selling, general and administrative expenses for fiscal 1998
increased 63.7% to $49.4 million from $30.2 million for the
comparable period of fiscal 1997. The increase was due primarily
to the impact of the significant expansion of the Company's
business referred to above and to incremental resources added to
support the Company's growth. As a percentage of net sales,
selling, general and administrative expenses increased from 10.3%
in fiscal 1997 to 12.4% in fiscal 1998 primarily as a result of
the Company's towing services division, which generally has a
higher level of selling, general and administrative costs than
the manufacturing and distribution division.
During the second quarter of fiscal 1998, the Company
recorded a one-time pretax charge of $4.1 million for the Olive
Branch, Mississippi facility closure and consolidation of
manufacturing operations.
Net interest expense for fiscal 1998 increased $2.8 million
to $3.4 million from $.6 million for fiscal 1997 primarily due to
increased borrowings under the Company's line of credit to fund
working capital needs and additional acquisitions of businesses.
The effective rate of the provision for income taxes was
39.3% for fiscal 1998 and 36.7% for fiscal 1997. The increase
was due primarily to the impact of a higher level of
nondeductible goodwill amortization in fiscal 1998.
-23-
YEAR ENDED APRIL 30, 1997 COMPARED TO YEAR ENDED APRIL 30, 1996
Net sales for the year ended April 30, 1997 increased 62.0%
to $292.4 million from $180.5 million for the comparable period
in 1996. The increase in net sales was primarily the result of
(i) higher unit sales in all of the Company's manufacturing
product lines, (ii) the inclusion for a full year of sales of
the two European manufacturing operations acquired in January and
April 1996, (iii) the inclusion since the acquisition dates in
fiscal 1997 of sales from the distributors and towing service
companies acquired via purchase transactions, (iv) a higher level
of sales by the Company-owned distributors and the towing service
companies acquired in fiscal 1997 in pooling-of-interests
transactions and, (v) an increase in sales of truck chassis sold
by the domestic manufacturing operations to third parties.
Cost of operations as a percentage of net sales decreased
slightly to 81.6% for the year ended April 30, 1997 from 82.3%
for the comparable prior year period. This reduction was
primarily a result of the Company's towing service division,
which generally has a lower level of operating costs than the
manufacturing and distribution division, accounting for a higher
proportion of revenue in fiscal 1997 than in fiscal 1996.
Selling, general and administrative expenses for fiscal 1997
increased 71.3% to $30.2 million from $17.6 million for the
comparable period of fiscal 1996. The increase was due primarily
to the impact of the significant expansion of the Company's
business referred to above and to incremental resources added to
support the Company's growth. As a percentage of net sales,
selling, general and administrative expenses increased slightly
from 9.8% in fiscal 1996 to 10.3% in fiscal 1997 primarily as a
result of the Company's towing services division, which generally
has a higher level of selling, general and administrative costs
than the manufacturing and distribution division.
Net interest expense for fiscal 1997 increased $.4 million
to $.6 million from $.2 million for fiscal 1996 primarily due to
interest expense of the businesses acquired in fiscal 1997
exceeding the interest income from the investment of available
cash balances.
The effective rate of the provision for income taxes was
36.7% for fiscal 1997 and 36.1% for fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working
capital, debt service, and capital expenditures. The Company
has financed its operations and growth from internally generated
funds and debt financing and, since August 1994, in part from the
proceeds from its initial public offering and its subsequent
public offerings completed in January 1996 and November 1996.
The net proceeds of the public offerings were used to repay long-
term debt, including that of acquired companies, redeem
cumulative preferred stock of a wholly owned subsidiary, increase
working capital, provide funds for capital expenditures,
acquisition of businesses, and other general corporate purposes.
Capital used in operating activities was $20.3 million for
the year ended April 30, 1998 as compared to $11.0 million used
in operations for the comparable period of 1997. The cash used
in operating activities in fiscal 1998 was primarily for the
purpose of supporting the growth of the business in both
manufacturing and distribution.
The reduction in accounts payable was primarily due to
a change in the Company's Chassis purchasing policy.
-24-
Cash used in investing activities was $46.3 million for the
year ended April 30, 1998 compared to $22.9 million for the year
ended April 30, 1997. The cash used in investing activities was
primarily for the acquisition of companies and for capital
expenditures.
Cash provided by financing activities was $65.5 million for
the year ended April 30, 1998 compared to $17.3 million for the
comparable period in 1997. In November 1996, the Company
completed a public offering of its Common Stock which resulted in
net proceeds after underwriting discounts and offering expenses
of $29.2 million. The cash was provided primarily by borrowings
under the Company's credit facilities of $85 million reduced by
payments on debt obligations of $17.3 million and the repurchase
of its common stock of $4.2 million. The net proceeds were used
to repay debt, including that of acquired companies, purchase a
car carrier production plant in January 1997, for other capital
expenditures, for working capital, for the acquisition of companies,
and for other general corporate purposes.
At April 30, 1998, the Company had a $150 million unsecured
revolving credit facility with a group of banks (the "Credit
Facility"). Borrowings under the Credit Facility bear interest
at a rate equal to the London interbank offered rate plus a
margin ranging from 0.625% to 1.5% based on a specified ratio of
funded indebtedness to earnings, or the prime rate. At April 30,
1998, $85 million was outstanding under the Credit Facility. The
Credit Facility imposes restrictions on the Company with respect
to the maintenance of certain financial ratios, the incurrence of
indebtedness, the sale of assets, capital expenditures, mergers
and acquisitions. On May 1, 1998, the Company entered into an
interest rate swap agreement covering $50 million of the
underlying debt obligations. The agreement fixes the interest
rate at 5.68% plus the applicable margin for a period of three
years unless canceled by the bank at the end of two years.
The Company's board of directors approved a share repurchase
plan during fiscal 1998 under which the Company may repurchase up
to 2,000,000 shares of its common stock from time to time until
September 30, 1998. It is expected that such repurchased shares
would be issued as consideration in business acquisitions
currently being negotiated pursuant to the Company's ongoing
acquisition strategy. All shares purchased under the plan during
fiscal 1998 (547,900 shares at a cost of $4.2 million) were
reissued as consideration for towing services companies acquired
prior to April 30, 1998.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting ("SFAS") No. 130,
"Reporting Comprehensive Income" and No. 131, "Disclosures about
Segments of an Enterprise and Related Information". The Company
will adopt the provisions for both statements during fiscal 1999.
The effects these statements will have on financial reporting and
disclosures are currently being evaluated. Management believes
adoption of SFAS No. 130 and SFAS No. 131 will not have a
significant impact on the Consolidated Financial Statements.
YEAR 2000
The Company utilizes software and related technologies
throughout its businesses that will be affected by the date
change in the year 2000. The Company is currently reviewing its
systems for year 2000 compliance in its design, purchase and
installation processes. Anticipated costs of systems
modifications for compliance are not expected to have material
impact on the Company's consolidated results of operations.
The Company does not currently have any information concerning
the year 2000 compliance status of its suppliers and customers. In
the event that any of the Company's significant suppliers or customers
does not successfully and timely achieve year 2000 compliance, the
Company's business or operations could be adversely affected.
-25-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included in Part IV, Item 14 of
this Report.
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
The information contained under the headings "PROPOSAL 1:
ELECTION OF DIRECTORS" and "COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934" in the definitive Proxy
Statement used in connection with the solicitation of proxies for
the Registrant's Annual Meeting of Shareholders to be held
September 11, 1998, filed with the Commission, is hereby
incorporated herein by reference. Pursuant to Instruction 3 to
Paragraph (b) of Item 401 of Regulation S-K, information relating
to the executive officers of the Registrant is included in Item 1
of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "EXECUTIVE
COMPENSATION" in the definitive Proxy Statement used in
connection with the solicitation of proxies for the Registrant's
Annual Meeting of Shareholders to be held September 11, 1998,
filed with the Commission, is hereby incorporated herein by
reference. The information contained in the Proxy Statement
under the headings "Compensation Committee Report on Executive
Compensation" and "Performance Graph" shall not be deemed
incorporated herein by such reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information contained under the heading "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the
definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of
Shareholders to be held September 11, 1998, filed with the
Commission, is hereby incorporated herein by reference.
For purposes of determining the aggregate market value of
the Registrant's voting stock held by nonaffiliates, shares held
by all current directors and executive officers of the Registrant
have been excluded. The exclusion of such shares is not intended
to, and shall not, constitute a determination as to which persons
or entities may be "affiliates" of the Registrant as defined by
the Securities and Exchange Commission.
-26-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this
Report:
1. Financial Statements
Page Number in
Description Report
- ----------- --------------
Report of Independent Public Accountants............................................................ F-1
Consolidated Balance Sheets as of April 30, 1998 and 1997........................................... F-2
Consolidated Statements of Income for the years ended April 30, 1998, 1997, and 1996................ F-3
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended April 30,
1998, 1997, and 1996............................................................................. F-4
Consolidated Statements of Cash Flows for the years ended April 30, 1998, 1997, and
1996............................................................................................ F-5
Notes to Consolidated Financial Statements.......................................................... F-6
2. FINANCIAL STATEMENT SCHEDULES
The following Financial Statement Schedule for the
Registrant is filed as part of this Report and should be read in
conjunction with the Consolidated Financial Statements:
Page Number in
Description Report
- ----------- --------------
Report of Independent Public Accountants......................................................... S-1
Schedule II - Valuation and Qualifying Accounts.................................................. S-2
All schedules, except those set forth above, have been omitted
since the information required is included in the financial
statements or notes or have been omitted as not applicable or not
required.
-27-
3. Exhibits
The following exhibits are required to be filed with this
Report by Item 601 of Regulation S-K:
INCORPORATED BY
REFERENCE TO FORM EXHIBIT
REGISTRATION OR FILE OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- ------ ----------- ---------
3.1 Charter of the Registrant (composite *
conformed copy)
3.2 Bylaws of the Registrant 33-79430 S-1 August 1994 3.2
10.1 Settlement Letter dated April 27, 33-79430 S-1 August 1994 10.7
1994 between Miller Group, Inc. and
the Management Group
10.5 Participants Agreement dated as of 33-79430 S-1 August 1994 10.11
April 30, 1994 between the
Registrant, Century Holdings, Inc.,
Century Wrecker Corporation, William
G. Miller and certain former
shareholders of Miller Group, Inc.
10.20 Technology Transfer Agreement dated 33-79430 S-1 August 1994 10.26
March 21, 1991 between Miller Group,
Inc., Verducci, Inc. and Jack
Verducci
10.21 Form of Noncompetition Agreement 33-79430 S-1 August 1994 10.28
between the Registrant and certain
officers of the Registrant
10.22 Form of Nonexclusive Distributor 33-79430 S-1 August 1994 10.31
Agreement
10.23 Miller Industries, Inc. Stock Option 33-79430 S-1 August 1994 10.1
and Incentive Plan**
10.24 Form of Incentive Stock Option 33-79430 S-1 August 1994 10.2
Agreement**
10.25 Miller Industries, Inc. Cash Bonus 33-79430 S-1 August 1994 10.3
Plan**
10.26 Miller Industries, Inc. Non-Employee 33-79430 S-1 August 1994 10.4
Director Stock Option Plan**
-28-
INCORPORATED BY
REFERENCE TO FORM EXHIBIT
REGISTRATION OR FILE OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- ------ ----------- ---------
10.27 Form of Director Stock Option 33-79430 S-1 August 1994 10.5
Agreement**
10.28 Employment Agreement dated October 33-79430 S-1 August 1994 10.29
14, 1993 between Century Wrecker
Corporation and Jeffrey I. Badgley**
10.29 First Amendment to Employment 33-79430 S-1 August 1994 10.33
Agreement between Century Wrecker
Corporation and Jeffrey I. Badgley**
10.30 Form of Employment Agreement between - Form 10-K April 30, 1995 10.37
Registrant and each of Messrs.
Madonia and Mish**
10.31 First Amendment to Miller Industries, - Form 10-K April 30, 1995 10.38
Inc. Non-Employee Director Stock
Option Plan**
10.32 Second Amendment to Miller - Form 10-K April 30, 1996 10.39
Industries, Inc. Non-Employee
Director Stock Option Plan**
10.33 Second Amendment to Miller - Form 10-K April 30, 1996 10.40
Industries, Inc. Stock Option and
Incentive Plan**
10.34 Employment Agreement dated July 8, 0-24298 Form 10-Q/A July 31, 1997 10
1997 between the Registrant and
William G. Miller**
10.35 Credit Agreement Among NationsBank of *
Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant
dated January 30, 1998.
10.36 Negative Pledge Agreement Among *
NationsBank of Tennessee, N.A., the
Registrant and certain subsidiaries
of Registrant dated January 30, 1998.
INCORPORATED BY
REFERENCE TO FORM EXHIBIT
REGISTRATION OR FILE OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- ------ ----------- ---------
10.37 Guaranty Agreement Among NationsBank *
of Tennessee, N.A. and certain
subsidiaries of Registrant dated
January 30, 1998.
10.38 Stock Pledge Agreement Between *
NationsBank of Tennessee, N.A. and
the Registrant dated January 30,
1998.
10.39 Stock Pledge Agreement Between *
NationsBank of Tennessee, N.A. and
the certain subsidiaries of the
Registrant dated January 30, 1998.
10.40 Revolving Note Among NationsBank of *
Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant
dated January 30, 1998.
10.41 Revolving Note Among Bank of America, *
FSB, the Registrant and certain
subsidiaries of Registrant dated
January 30, 1998.
10.42 Revolving Note Among Wachovia Bank, *
N.A., the Registrant and certain
subsidiaries of Registrant dated
January 30, 1998.
10.43 Revolving Note Among First American *
National Bank, the Registrant and
certain subsidiaries of Registrant
dated January 30, 1998.
10.44 Swing Line Note Among NationsBank of *
Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant
dated January 30, 1998.
10.45 LC Account Agreement Among *
NationsBank of Tennessee, N.A., the
Registrant and certain subsidiaries
of Registrant dated January 30, 1998.
10.46 Amendment No. 1 to the Credit *
Agreement Among NationsBank of
Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant
dated January 31, 1998.
INCORPORATED BY
REFERENCE TO FORM EXHIBIT
REGISTRATION OR FILE OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- ------ ----------- ---------
21 Subsidiaries of the Registrant *
23 Consent of Arthur Andersen LLP *
24 Power of Attorney (see signature *
page)
27 Financial Data Schedule *
____________________
* Filed herewith.
** Management contract or compensatory plan or arrangement
(b) The Registrant filed reports on Form 8-K on February 25,
1998, March 4, 1998 and April 2, 1998, each under Item 5.
(c) The Registrant hereby files as exhibits to this Report
the exhibits set forth in Item 14(a)3 hereof.
(d) The Registrant hereby files as financial statement
schedules to this Report the financial statement schedules set
forth in Item 14(a)2 hereof.
-31-
Miller Industries, Inc. and Subsidiaries
Consolidated Financial Statements as of April 30, 1998 and
1997
Together With
Auditors' Report
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Miller Industries, Inc.:
We have audited the accompanying consolidated balance sheets of
MILLER INDUSTRIES, INC. (a Tennessee corporation) AND
SUBSIDIARIES as of April 30, 1998 and 1997 and the related
consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended April 30,
1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements 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 financial position
of Miller Industries, Inc. and subsidiaries as of April 30, 1998
and 1997 and the results of their operations and their cash flows
for each of the three years in the period ended April 30, 1998 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
July 15, 1998
F-1
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 1998 AND 1997
(In thousands, except per share data)
ASSETS 1998 1997
- ------------------------------------------------------ -------- ---------
CURRENT ASSETS:
Cash and temporary investments $ 7,367 $ 8,508
Accounts receivable, net of allowance for doubtful
accounts of $2,117 and $1,774 in 1998 and 1997, 67,008 49,844
respectively
Inventories 71,839 60,574
Deferred income taxes 4,217 4,541
Prepaid expenses and other 5,362 1,885
-------- -------
Total current assets 155,793 125,352
PROPERTY, PLANT, AND EQUIPMENT, net 85,849 49,171
GOODWILL, net 81,605 36,916
PATENTS, TRADEMARKS, AND OTHER PURCHASED
PRODUCT RIGHTS, net 1,276 908
OTHER ASSETS 5,207 2,950
-------- --------
$329,730 $215,297
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term obligations $ 4,900 $ 4,479
Accounts payable 27,883 38,548
Accrued liabilities and other 18,236 20,345
-------- --------
Total current liabilities 51,019 63,372
-------- --------
LONG-TERM OBLIGATIONS, less current portion 95,778 11,282
-------- --------
DEFERRED INCOME TAXES 2,697 1,860
-------- --------
COMMITMENTS AND CONTINGENCIES (Notes 3, 7 and 9)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 5,000,000 shares
authorized, none issued or outstanding 0 0
Common stock, $.01 par value; 100,000,000 shares
authorized, 45,941,814 and 42,480,202 shares issued
and outstanding at 1998 and 1997, respectively 459 425
Additional paid-in capital 139,480 110,773
Retained earnings 40,862 28,027
Cumulative translation adjustment (565) (442)
-------- --------
Total shareholders' equity 180,236 138,783
-------- --------
$329,730 $215,297
======== ========
The accompanying notes are an integral part of these consolidated
balance sheets.
F-2
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED APRIL 30, 1998, 1997, AND 1996
(In thousands, except per share data)
1998 1997 1996
-------- --------- ---------
NET SALES $397,213 $292,394 $180,463
COSTS AND EXPENSES:
Costs of operations 319,453 238,625 148,490
Selling, general, and administrative expenses 49,420 30,192 17,629
Restructuring costs 4,100 0 0
Interest expense, net 3,389 620 209
-------- --------- --------
Total costs and expenses 376,362 269,437 166,328
INCOME BEFORE INCOME TAXES 20,851 22,957 14,135
INCOME TAXES 8,186 8,436 5,108
-------- --------- --------
NET INCOME $ 12,665 $ 14,521 $ 9,027
======== ========= ========
NET INCOME PER COMMON SHARE:
BASIC $ 0.28 $ 0.37 $ 0.27
======== ========= ========
DILUTED $ 0.27 $ 0.35 $ 0.26
======== ========= ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 44,559 39,565 33,172
======== ========= ========
DILUTED 46,201 41,454 34,102
======== ========= ========
The accompanying notes are an integral part of these
consolidated statements.
F-3
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1998, 1997, AND 1996
(In thousands, except share data)
Cumulative
Common Additional Retained Translation
Stock Paid-In Capital Earnings Adjustment Total
----- -------------- -------- ----------- -----
BALANCE, APRIL 30, 1995 $318 $ 23,985 $ 8,730 $ 0 $ 33,033
Issuance of 5,400,000 common shares through a public offering 54 30,124 0 0 30,178
Issuance of 80,502 common shares in acquisition 1 614 0 0 615
Exercise of stock options 0 37 0 0 37
Other stock issuance 0 48 0 0 48
Distributions to former shareholders of Pooled Entities 0 0 (1,008) 0 (1,008)
Net income 0 0 9,027 0 9,027
Net translation adjustments 0 0 0 (17) (17)
---- --------- ------- ------- --------
BALANCE, April 30, 1996 373 54,808 16,749 (17) 71,913
Exercise of stock options 6 1,170 0 0 1,176
Issuance of 1,943,028 common shares through a public offering 19 29,225 0 0 29,244
Issuance of 2,709,503 common shares in acquisitions 27 25,570 (2,530) 0 23,067
Distributions to former shareholders of Pooled Entities 0 0 (713) 0 (713)
Net income 0 0 14,521 0 14,521
Net translation adjustments 0 0 0 (425) (425)
---- --------- ------- ------- --------
BALANCE, April 30, 1997 425 110,773 28,027 (442) 138,783
Exercise of stock options 2 1,558 0 0 1,560
Issuance of 3,709,560 common shares in acquisitions 37 31,356 170 0 31,563
Repurchase of 547,900 common shares (5) (4,207) 0 0 (4,212)
Net income 0 0 12,665 0 12,665
Net translation adjustments 0 0 0 (123) (123)
---- --------- ------- ------- --------
BALANCE, April 30, 1998 $459 $ 139,480 $40,862 $ (565) $180,236
==== ========= ======= ======= ========
The accompanying notes are an integral part of these
consolidated statements.
F-4
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 1998, 1997, AND 1996
(In thousands)
1998 1997 1996
--------- --------- --------
OPERATING ACTIVITIES:
Net income $ 12,665 $ 14,521 $ 9,027
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 10,247 5,782 2,762
Gain on disposals of property, plant, and equipment (1,359) (170) (161)
Deferred income tax provision (benefit) 927 (703) 373
Changes in operating assets and liabilities:
Accounts receivable (13,281) (10,385) (9,836)
Inventories (2,316) (20,442) (6,857)
Prepaid expenses and other (2,462) 1,312 (454)
Accounts payable (17,993) ( 1,124) 5,827
Accrued liabilities and other (6,742) 200 918
--------- --------- --------
Net cash (used in) provided by operating activities (20,314) (11,009) 1,599
--------- --------- --------
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (26,515) (11,073) (10,407)
Proceeds from sales of property, plant, and equipment 4,345 297 449
Payments received on notes receivable 627 0 0
Proceeds from sale of finance receivables 3,861 24,596 0
Acquisition of businesses, net of cash acquired (25,286) (7,701) (3,567)
Funding of finance receivables (2,262) (28,679) 0
Other (1,027) (304) (91)
--------- --------- --------
Net cash used in investing activities (46,257) (22,864) (13,616)
--------- --------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 29,244 30,178
Repurchase of common stock (4,212) 0 0
Proceeds from exercise of stock options 966 546 37
Net borrowings (payments) under line of credit 85,000 (5,236) (522)
Borrowings under long-term obligations 1,020 1,374 6,346
Payments on long-term obligations (17,292) (7,365) (1,771)
Distributions to former shareholders of Pooled Entities 0 (713) (1,008)
Other 0 (560) 0
--------- --------- --------
Net cash provided by financing activities 65,482 17,290 33,260
========= ========= ========
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY
INVESTMENTS (52) (26) (2)
--------- --------- --------
NET (DECREASE) INCREASE IN CASH AND TEMPORARY INVESTMENTS (1,141) (16,609) 21,241
CASH AND TEMPORARY INVESTMENTS, beginning of year 8,508 25,117 3,876
--------- --------- --------
CASH AND TEMPORARY INVESTMENTS, end of year $ 7,367 $ 8,508 $ 25,117
========= ========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest $ 3,440 $ 1,298 $ 430
========= ========= ========
Cash payments for income taxes $ 7,662 $ 7,898 $ 4,826
========= ========= ========
The accompanying notes are an integral part of these
consolidated statements.
F-5
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1998 AND 1997
1. ORGANIZATION AND NATURE OF OPERATIONS
Miller Industries, Inc. and subsidiaries ("the Company") is an
integrated provider of vehicle towing and recovery equipment, systems
and services. The principal markets for the towing and recovery
equipment are independent distributors and users of towing and
recovery equipment located primarily throughout the United States,
Canada, Europe, Asia, and the Middle East. The Company's products
are marketed under the brand names of Century, Challenger, Holmes,
Champion, Eagle, Jige, Boniface, Vulcan, and Chevron. The truck
chassis on which towing and recovery equipment are installed are
either purchased by Miller or provided by customers.
The Company markets its towing and recovery services in the United
States through its wholly-owned subsidiary RoadOne, Inc. ("RoadOne").
At various dates during 1998, the Company acquired certain companies
in separate transactions that have been accounted for as poolings of
interests. The pro forma impact of these acquisitions on net income
and earnings per share was not significant for the periods presented
herein. At various dates during 1997, the Company acquired certain
companies in separate transactions that have been accounted for as
poolings of interests. These companies are referred to collectively
as the "Pooled Entities." See Note 3, Business Combinations, for
further discussion of these transactions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Miller Industries, Inc. and its subsidiaries. All
significant intercompany transactions and balances have been
eliminated.
CASH AND TEMPORARY INVESTMENTS
Cash and temporary investments include all cash and cash equivalent
investments with original maturities of three months or less,
primarily consisting of repurchase agreements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
F-6
The carrying values of cash and temporary investments, accounts
receivable, accounts payable, and accrued liabilities are reasonable
estimates of their fair values because of the short maturity of these
financial instruments. The carrying values of long-term obligations
are reasonable estimates of their fair values based on the rates
available for obligations with similar terms and maturities.
INVENTORIES
Inventory costs include materials, labor, and factory overhead.
Inventories are stated at the lower of cost or market, determined on
a first-in, first-out basis. Inventories at April 30, 1998 and 1997
consisted of the following (in thousands):
1998 1997
--------- ---------
Chassis $ 14,211 $ 18,837
Raw materials 22,027 16,257
Work in process 11,470 7,843
Finished goods 24,131 17,637
--------- ---------
$ 71,839 $ 60,574
========= =========
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are recorded at cost. Depreciation
for financial reporting purposes is provided using the straight-line
method over the estimated useful lives of the assets. Accelerated
depreciation methods are used for income tax purposes. Estimated
useful lives range from 20 to 30 years for buildings and improvements
and 5 to 10 years for machinery and equipment, furniture, fixtures,
vehicles, and software costs. Expenditures for routine maintenance
and repairs are charged to expense as incurred. Expenditures related
to major overhauls and refurbishments of towing services equipment
that extend the related useful lives are capitalized. Internal labor
is used in certain capital projects.
Property, plant, and equipment at April 30, 1998 and 1997 consisted
of the following (in thousands):
1998 1997
---------- -----------
Land $ 5,027 $ 3,181
Buildings and improvements 18,849 16,550
Machinery and equipment 80,302 39,302
Furniture and fixtures 8,448 9,402
Software costs 1,660 0
Construction in progress 957 1,193
---------- -----------
115,243 69,628
Less accumulated depreciation (29,394) (20,457)
---------- -----------
$ 85,849 $ 49,171
========== ===========
NET INCOME PER SHARE
During the third quarter of fiscal 1998, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share", which was effective December 15, 1997. All
prior year net income per share amounts have been restated to reflect
adoption of the new standard. The adoption of SFAS No. 128 did not
have a material effect on the Company's earnings per share amounts.
F-7
Basic net income per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted net
income per share takes into consideration the assumed conversion of
outstanding stock options resulting in 1.6 million, 1.9 million and
0.9 million potential dilutive common shares for the years ended April 30,
1998, 1997, and 1996 respectively. Diluted net income per share is
calculated by dividing net income by the weighted average number of
common and potential dilutive common shares outstanding. Per share
amounts do not include the assumed conversion of stock options with
exercise prices greater than the average share price because to do so
would have been antidilutive for the periods presented.
In April 1996, September 1996, and December 1996, the Company
effected a three-for-two, a two-for-one, and a three-for-two common
stock split, respectively, each in the form of a stock dividend. All
historical share and per share amounts have been retroactively
restated to reflect the common stock splits.
GOODWILL
Goodwill is being amortized on a straight-line basis over 40 years.
The Company periodically evaluates whether events and circumstances
have occurred which would indicate that goodwill is not recoverable.
Accumulated amortization of goodwill was $2,233,000 and $831,000 at
April 30, 1998 and 1997, respectively. Amortization expense for
1998, 1997, and 1996 was $1,434,000, $253,000, and $101,000,
respectively.
PATENTS, TRADEMARKS, AND OTHER PURCHASED PRODUCT RIGHTS
The cost of acquired patents, trademarks, and other purchased product
rights are capitalized and amortized using the straight-line method
over various periods not exceeding 20 years. Total accumulated
amortization of these assets at April 30, 1998 and 1997 was $364,000
and $315,000, respectively. Amortization expense for 1998, 1997, and
1996 was $271,000, $64,000, and $73,000, respectively.
ACCOUNTS PAYABLE
Accounts Payable includes checks written but not yet presented for
payment at April 30, 1998 and 1997 of $6,409,000 and $1,176,000,
respectively.
ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other consisted of the following at April 30,
1998 and 1997 (in thousands):
1998 1997
---------- ----------
Accrued wages, commissions, bonuses,
and benefits $ 7,607 $ 4,153
Accrued income taxes 828 3,159
Other 9,801 13,033
--------- ---------
$ 18,236 $ 20,345
========= =========
PRODUCT WARRANTY
The Company provides a one-year limited product and service warranty
on certain of its products. The Company provides for the estimated
cost of this warranty at the time of sale. Warranty expense for
1998, 1997, and 1996 was $1,035,000, $1,057,000, and $618,000,
respectively.
CREDIT RISK
Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist principally of cash
investments and trade accounts receivable. The Company places its
cash investments with high-quality financial institutions and limits
the amount of credit exposure to any one institution. The Company's
F-8
trade receivables are primarily from independent distributors of
towing and recovery equipment, and such receivables are generally not
collateralized. The Company monitors its exposure for credit losses
and maintains allowances for anticipated losses.
REVENUE RECOGNITION
Revenue is recorded by the Company when equipment is shipped to
independent distributors or other customers. Revenue from towing
services is recognized when services are performed.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information". The Company will adopt the provisions for both
statements during fiscal 1999. Management believes adoption of
SFAS No. 130 and SFAS No. 131 will not have a significant impact
on the consolidated financial statements.
3. BUSINESS COMBINATIONS
All businesses acquired through April 30, 1998 which were accounted
for under the purchase method of accounting are included in the
accompanying consolidated financial statements from the dates of
acquisition. Any excess of the aggregate purchase price over the
estimated fair value of net assets acquired has been recognized as a
component of goodwill in the accompanying consolidated financial
statements. All significant businesses acquired through April 30,
1998 which were accounted for under the pooling-of-interests method
of accounting have been included retroactively in the accompanying
consolidated financial statements as if the companies had operated as
one entity since inception.
During fiscal 1997, the Company purchased all of the outstanding
capital stock of three distributors of towing and recovery equipment
for an aggregate purchase price of $4,073,000 which consisted of
318,157 shares of common stock. The Company also purchased all of
the outstanding common stock of 13 towing service companies for an
aggregate purchase price of $29,239,000, which consisted of
$7,479,000 in cash and $21,760,000 (1,639,491 shares) of common
stock. These acquisitions have been accounted for under the purchase
method. The excess of the aggregate purchase price over the
estimated fair value of net assets acquired was approximately
$32,062,000.
Also, during fiscal 1997, the Company acquired all of the outstanding
capital stock of Vulcan International, Inc., a manufacturer of towing
and recovery equipment, and an additional three distributors of towing
and recovery equipment for an aggregate purchase price of $13,085,000,
which consisted of 1,132,513 shares of common stock. The Company also
purchased all of the outstanding common stock of 16 towing service
companies for an aggregate purchase price of $28,053,000 which consisted
of $250,000 in cash and $27,803,000 (2,217,680 shares) of common
stock. These acquisitions were accounted for under the
pooling-of-interests method.
During fiscal 1998, the Company purchased all of the outstanding
capital stock of Chevron, Inc., a manufacturer of towing and
recovery equipment, and three distributors of towing and recovery
equipment for an aggregate purchase price of $11,525,000, which
consisted of $10,818,000 in cash and $707,000 (44,113 shares) of
common stock. The Company also purchased 38 towing service companies
for an aggregate purchase price of $45,065,000 which consisted of
F-9
$14,468,000 in cash and $30,597,000 (2,798,217 shares) of common
stock. These acquisitions have been accounted for using the purchase
method of accounting. The accompanying consolidated financial
statements reflect the preliminary allocation of purchase price as
the purchase price has not been finalized for all transactions. The
excess of the aggregate purchase price over the estimated fair value
of net assets acquired was approximately $47,737,000.
Also, during fiscal 1998, the Company purchased all of the
outstanding capital stock of an additional distributor of towing and
recovery equipment for a purchase price of $2,190,000, which
consisted of 151,046 shares of common stock. The Company also
purchased all of the outstanding common stock of nine towing service
companies for an aggregate purchase price of $8,398,000, which
consisted of 716,184 shares of common stock. These acquisitions were
accounted for using the pooling-of-interests method.
The following unaudited pro forma summary combines the results of
operations of all 1998 purchase combinations, the immaterial
pooling-of-interests combinations, and the Company as if these
combinations had occurred at the beginning of fiscal 1997 after
giving effect to certain adjustments, including amortization of
intangible assets and related income tax effects. The pro forma
summary does not necessarily reflect the results of operations as
they would have been if the Company and these acquisitions had
constituted a single entity during these periods (in thousands,
except share data).
1998 1997
---------------------- --------------------
AS PRO As Pro
REPORTED FORMA Reported Forma
---------- --------- ---------- ---------
Net sales $ 397,213 $ 451,407 $ 292,394 $ 406,194
========= ========= ========= =========
Net income $ 12,665 $ 14,288 $ 14,521 $ 16,099
========= ========= ========= =========
Diluted net income per share $ 0.27 $ 0.31 $ 0.35 $ 0.39
========= ========= ========= =========
Subsequent to April 30, 1998, the Company acquired an additional 13
towing service companies issuing in the aggregate approximately
256,000 shares of common stock and paying approximately $7,113,000 in
cash. Also, the Company has executed letters of intent to acquire 21
additional towing service companies.
F-10
4. LONG-TERM OBLIGATIONS AND LINES OF CREDIT
LONG-TERM OBLIGATIONS
Long-term obligations consisted of the following at April 30, 1998
and 1997 (in thousands):
1998 1997
--------- ---------
Mortgage notes payable, weighted average
interest rate at 5.80%, payable in
monthly installments, maturing 2003 to 2011 $ 3,508 $ 2,344
Equipment notes payable, weighted average
interest rate at 7.44%, payable in
monthly installments, maturing 1999 to 2005 10,801 12,015
Outstanding borrowings under line of credit 85,000 0
Other notes payable 1,369 1,402
--------- ---------
100,678 15,761
Less current portion (4,900) (4,479)
--------- ---------
$ 95,778 $ 11,282
========= =========
At April 30, 1998, future maturities of long-term obligations
(excluding future cash outflows for interest) are as follows
(in thousands):
1999 $ 4,900
2000 3,411
2001 87,308
2002 1,468
2003 1,281
Thereafter 2,310
Certain equipment and manufacturing facilities are pledged as
collateral under the mortgage and equipment notes payable.
LINE OF CREDIT
At April 30, 1998, the Company had an unsecured revolving credit
facility of $150,000,000 (the "Credit Facility") for working capital
and other general corporate purposes. Borrowings under the Credit
Facility bear interest at a rate equal to the London Interbank
Offered Rate, or the prime rate plus a margin ranging from 0.625%
to 1.5% based on a specified ratio of funded indebtedness to earnings
(6.41% at April 30, 1998) or the prime rate, as elected by the Company.
The weighted average interest rate for borrowings outstanding under the
Credit Facility during 1998 was approximately 6.43%. Interest is payable
monthly. The Credit Facility is due on January 30, 2001 and is renewable
on an annual basis thereafter.
F-11
The Credit Facility imposes restrictions on the Company with respect
to the maintenance of certain financial ratios, the incurrence of
indebtedness, the sale of assets, capital expenditures and mergers
and acquisitions.
On May 1, 1998, the Company entered into an interest rate swap
agreement covering the notional amount of $50 million of the variable
rate debt to fix the interest rate at 5.68 % plus the applicable
margin. The agreement expires at the end of three years unless
cancelled by the bank at the end of two years.
5. STOCK-BASED COMPENSATION PLANS
The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". Effective in 1997, the Company adopted the
disclosure option of SFAS No. 123, "Accounting for Stock-Based
Compensation". Accordingly, no compensation cost has been recognized
for stock option grants since the options have exercise prices equal
to the market value of the common stock at the date of grant.
In accordance with the Company's stock-based compensation plans, the
Company may grant incentive stock options as well as non-qualified
and other stock-related incentives to officers, employees and
nonemployee directors of the Company. Options vest ratably over a
four-year period beginning on the grant date and expire ten years
from the date of grant. Shares available for granting options at
April 30, 1998 and 1997 were 1.5 million and 2.3 million, respectively.
For SFAS No. 123 purposes, the fair value of each option grant has
been estimated as of the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions
for grants in 1998, 1997 and 1996, respectively: expected dividend
yield of 0%; expected volatility of 51%, 42% and 42%; risk-free
interest rate of 5.99%, 6.33% and 6.08%; and expected lives of 5.5
years. Using these assumptions, the fair value of options granted in
1998, 1997, and 1996 is approximately $5,058,000, $7,457,000 and
$1,639,000, respectively, which would be amortized as compensation
expense over the vesting period of the options.
Had compensation cost for 1998, 1997 and 1996 stock option grants
been determined based on the fair value at the grant dates consistent
with the method prescribed by SFAS No. 123, the Company's net income
and net income per share would have been adjusted to the pro forma
amounts indicated below:
1998 1997 1996
--------- ---------- ----------
Net income (in thousands):
As reported $12,665 $14,521 $ 9,027
Pro forma 10,447 13,624 8,864
Basic net income per share:
As reported $0.28 $0.37 $0.27
Pro forma 0.24 0.34 0.27
Diluted net income per share:
As reported $0.27 $0.35 $0.26
Pro forma 0.23 0.33 0.26
F-12
The pro forma effect on net income in this disclosure is not
representative of the pro forma effect on net income in future years
because its does not take into consideration pro forma compensation
expense related to grants made prior to 1996.
F-13
A summary of the activity of stock options during 1998, 1997, and 1996 is
presented below (shares in thousands):
1998 1997 1996
----------------------- ----------------------- -----------------------
Weighted Weighted Weighted
Shares Average Shares Average Shares Average
Under Exercise Under Exercise Under Exercise
Option Price Option Price Option Price
--------- ---------- --------- ---------- ---------- ------------
OUTSTANDING AT BEGINNING OF YEAR 3,768 $ 6.39 2,776 $ 2.98 1,915 $ 2.36
Granted 818 13.46 1,529 11.28 898 4.29
Exercised (300) 3.24 (515) 2.55 (18) 2.33
Forfeited (140) 7.62 (22) 6.67 (19) 2.77
------ ------- ------ ------- ------ -------
OUTSTANDING AT END OF YEAR 4,146 $ 7.97 3,768 $ 6.39 2,776 $ 2.98
====== ======= ====== ======= ====== =======
Options exercisable at year end 1,643 $ 5.18 811 $ 3.25 509 $ 2.38
====== ======= ====== ======= ====== =======
Weighted average fair value of
options granted $ 6.84 $ 5.54 $ 2.06
======= ======= =======
A summary of options outstanding under the Company's stock-based compensation plans at April 30,
1998 is presented below (shares in thousands):
WEIGHTED AVERAGE
EXERCISE SHARES UNDER WEIGHTED AVERAGE SHARES EXERCISE PRICE OF
PRICE RANGE OPTION REMAINING LIFE EXERCISABLE SHARES EXERCISABLE
-------------- ------------ ---------------- ------------- ---------------------
$ 2.33 $ 3.37 1,156 6.3 816 $ 2.38
3.78 5.48 673 7.3 369 4.11
5.75 7.69 130 8.5 46 6.74
8.79 12.88 1,387 8.5 356 10.93
13.38 18.00 800 9.1 56 15.28
------- ----- ------ -------
Total 4,146 7.8 1,643 $ 5.18
======= ===== ====== ========
F-14
6. LEASE COMMITMENTS
The Company has entered into various operating leases for buildings,
office equipment and trucks. Rental expense under these leases was
$7,952,000, $455,000 and $892,000, for 1998, 1997, and 1996,
respectively.
At April 30, 1998, future minimum lease payments under noncancellable
operating leases for the next five fiscal years are as follows (in
thousands):
1999 $6,023
2000 5,343
2001 4,157
2002 3,156
2003 1,593
7. LITIGATION
The Company is party to certain proceedings incidental to its
business. The ultimate disposition of such matters cannot be
determined presently but will not, in the opinion of management,
based in part on the advice of legal counsel, have a material adverse
effect on the Company's financial position or results of operations.
In January 1998, the Company received a letter from the Department of
Justice Antitrust Division stating that it was conducting a civil
investigation covering "competition in the tow truck industry." The
letter asked that the Company preserve its records related to the tow
truck industry, particularly documents related to sales and prices of
products and parts, acquisition of other companies in the industry,
distributor relations, patent matters, competition in the industry
generally, and activities of other companies in the industry. In
March 1998, the Company received a Civil Investigative Demand issued
by the Department of Justice as part of its continuing investigation
of whether there are, have been or may be violations of the federal
antitrust statutes in the tow truck industry. Under this Civil
Investigative Demand, the Company is required to produce for
government officials information and documents to assist in their
investigation.
During September, October and November, 1997, five lawsuits were
filed by certain persons who seek to represent a class of
shareholders who purchased shares of the Company's common stock
during the period from either October 15 or November 6, 1996 to
September 11, 1997. Four of the suits were filed in the United
States District Court for the Northern District of Georgia. The
remaining suit was filed in the Chancery Court of Hamilton County,
Tennessee. In general, the individual plaintiffs in all of the cases
allege that they were induced to purchase the Company's common stock
on the basis of allegedly actionable misrepresentations or omissions
about the Company and its business and, as a result were thereby
damaged. Four of the complaints assert claims under Sections 10(b)
and 20 of the Securities Act of 1934. The complaints name as the
defendants the Company and various of its present and former
directors and officers. The plaintiffs in the four actions which
involved claims in Federal Court under the Securities Exchange Act of
1934 have consolidated those actions. The Company has filed a motion
to dismiss in the consolidated case and is awaiting action by the
court on the motion. The Company filed a motion to dismiss in the
Tennessee suit which was granted on May 20, 1998. The Company denies
liability and continues to vigorously defend these actions.
In January 1996, the Company was awarded a judgment in a patent
infringement suit in the United States District Court for the
Northern District of Iowa at Sioux City, Iowa in which the jury found
F-15
the defendant manufacturer and distributor of towing equipment
willfully infringed both the Company's underlift parallel linkage and
L-arm patents and that the common owner of the manufacturer and
distributor induced the infringement. The judgment was paid to the
Company in August 1996 in the amount of approximately $1.8 million,
which included enhanced damages for willfulness and pre-judgment and
post-judgment interest and a broad permanent injunction against
future infringement by the defendants. Defendants were not granted a
license to use the Company's L-arm technology. With this payment,
both the Company and the defendants withdrew their appeals, and the
judgment, therefore, became a final judgment.
8. INCOME TAXES
Deferred tax assets and liabilities are determined based on the
differences between the financial and tax bases of existing assets
and liabilities using the currently enacted tax rates in effect for
the year in which the differences are expected to reverse.
The provision for income taxes consisted of the following for 1998,
1997, and 1996 (in thousands):
1998 1997 1996
--------- --------- ---------
Current:
Federal $6,300 $7,973 $4,041
State 720 938 570
Foreign 239 228 124
------ ------ ------
7,259 9,139 4,735
------ ------ ------
Deferred:
Federal 713 (612) 388
State 81 (72) (11)
Foreign 133 (19) (4)
------ ------ ------
927 (703) 373
------ ------ ------
$8,186 $8,436 $5,108
====== ====== ======
The principal differences between the federal statutory tax rate and the
consolidated effective tax rate for 1998, 1997, and 1996 were as
follows:
1998 1997 1996
-------- --------- ----------
Federal statutory tax rate 35.0% 34.0% 34.0%
State taxes, net of federal tax benefit 4.0 4.0 4.0
Effect of S corporations acquired (2.1) (3.1) (1.7)
Other 2.4 1.8 (0.2)
----- ----- -----
Effective tax rate 39.3% 36.7% 36.1%
===== ===== =====
F-16
Deferred income tax assets and liabilities for 1998 and 1997 reflect the
impact of temporary differences between the amounts of assets and
liabilities for financial reporting and income tax reporting
purposes. Temporary differences and carryforwards which give rise to
deferred tax assets and liabilities at April 30, 1998 and 1997 are as
follows (in thousands):
1998 1997
-------- --------
Deferred tax assets:
Allowance for doubtful accounts $ 601 $ 621
Accruals and reserves 3,523 4,105
Inventory and related reserves 253 185
Other 38 12
------- -------
Total deferred tax assets 4,415 4,923
------- -------
Deferred tax liabilities:
Property, plant, and equipment 2,680 2,060
Other 215 182
------- -------
Total deferred tax liabilities 2,895 2,242
------- -------
Net deferred tax asset $1,520 $2,681
======= =======
In management's opinion, the net deferred tax asset will be realized
through the recognition of taxable income in future periods.
9. SALE OF FINANCE RECEIVABLES
In April 1997, the Company entered into an agreement to sell certain
finance receivables to a third party leasing company for $24,596,000.
An additional $3,861,000 was sold in October 1997. The resulting
gain on these sales did not have a material impact on the Company's
consolidated financial statements.
The agreement contingently obligates the Company to indemnify the
leasing company for any losses it incurs up to specified amounts in
the event the lessee defaults. The Company believes that any
equipment returned as a result of lessee defaults could be sold to
third parties at amounts approximating the debt obligations under the
lease. The Company's aggregate potential liability under the
agreement as of April 30, 1998 and 1997 was $5,393,000 and
$6,280,000, respectively. Management believes its reserves for such
recourse provisions are adequate to cover its exposures under the
agreement.
10. PREFERRED STOCK
The Company has authorized 5,000,000 shares of undesignated preferred
stock which can be issued in one or more series. The terms, price,
and conditions of the preferred shares will be set by the board of
directors. No shares have been issued.
11. EMPLOYEE BENEFIT PLAN
During 1996, the Company established a contributory retirement plan
(the "401(k) Plan") for all full-time employees with at least 90 days
of service. The 401(k) Plan is designed to provide tax-deferred
income to the Company's employees in accordance with the provisions
of Section 401(k) of the Internal Revenue Code.
F-17
The 401(k) Plan provides that each participant may contribute up to
15% of his or her salary. The Company matches 33.33% of the first 3%
of participant contributions. Matching contributions vest over a
period of five years.
All funds contributed by the participants are immediately vested.
Under the terms of the 401(k) Plan, the Company may also make
discretionary profit-sharing contributions. Profit-sharing
contributions are allocated among participants based on their annual
compensation. Each participant has the right to direct the
investment of his or her funds among certain named investment
options.
Upon death, disability, retirement, or the termination of employment,
participants may elect to receive periodic or lump-sum payments.
Additionally, amounts may be withdrawn in cases of demonstrated
hardship. Company contributions to the 401(k) Plan were not
significant in 1998, 1997 and 1996.
12. STOCK REPURCHASE PLAN
The Company's board of directors approved a share repurchase plan
during fiscal 1998 under which the Company may repurchase up to
2,000,000 shares of its common stock from time to time until September 30,
1998. It is expected that such repurchased shares would be issued
as consideration in business acquisitions currently being negotiated
pursuant to the Company's ongoing acquisition strategy. All shares
purchased under the plan during fiscal 1998 (547,900 shares at a cost
of $4.2 million) were reissued as consideration for towing services
companies acquired prior to April 30, 1998.
F-18
13. RESTRUCTURING COSTS
In September 1997, the Company announced its intention to further
consolidate its domestic wrecker production at its Ooltewah,
Tennessee facility. The consolidation entailed the closure of the
Olive Branch, Mississippi facility with the relocation of wrecker
production to Ooltewah. All equipment relocation and production
consolidation was completed by April 1998.
In the second quarter of fiscal 1998, the Company recorded a pretax
restructuring charge of $4.1 million to provide for the plant closing
and consolidation of manufacturing operations. Of the $4.1 million
restructuring charge, approximately $0.5 million related to workforce
reductions of approximately 150 employees and associated costs.
Also, $1.9 million of asset valuation losses relating to plant and
machinery and equipment writedowns is included in the restructuring
charge. The balance of the charge covers lease terminations,
property holding costs, and other shutdown related costs. At April
30, 1998, approximately $2.9 million had been charged against the
related reserves.
The carrying value of the Olive Branch, Mississippi manufacturing
facility is $1.5 million and is classified as "Other Assets" in the
accompanying consolidated balance sheet.
F-19
14. SEGMENT INFORMATION
The Company operates in two principal industry segments: (i)
manufacturing and distribution and (ii) towing services (in
thousands).
Manufacturing
And Towing
Distribution Services Consolidated
------------- -------- ------------
1998
Revenues $ 282,241 $ 114,972 $ 397,213
Operating income 19,073 5,167 24,240
Interest expense, net 2,756 633 3,389
Income before income
taxes 16,317 4,534 20,851
Depreciation and
amortization 3,495 6,752 10,247
Capital expenditures 5,851 20,664 26,515
Identifiable assets 182,734 146,996 329,730
1997
Revenues 254,977 37,417 292,394
Operating income 21,200 2,377 23,577
Interest expense
(income), net (271) 891 620
Income before income taxes 21,471 1,486 22,957
Depreciation and
amortization 2,983 2,799 5,782
Capital expenditures 7,996 3,077 11,073
Identifiable assets 149,740 65,557 215,297
1996
Revenues 163,810 16,653 180,463
Operating income 12,903 1,441 14,344
Interest expense, net 31 178 209
Income before income 12,747 1,388 14,135
taxes
Depreciation and
amortization 1,259 1,503 2,762
Capital expenditures 7,246 3,161 10,407
Identifiable assets 114,054 9,924 123,978
F-20
15. QUARTERLY FINANCIAL INFORMATION
The following is a summary of the unaudited quarterly financial
information for the years ended April 30, 1998 and 1997 (in
thousands, except per share data):
Basic Diluted
Net Net
Income Income
Net Operating Net Per Per
Sales Income Income Share Share
--------- --------- --------- -------- ------
Year ended April 30, 1998:
First quarter $ 85,353 $ 7,924 $ 4,798 $ 0.11 $ 0.10
Second quarter 94,727 4,117 2,277 0.05 0.05
Third quarter 105,221 5,081 2,391 0.05 0.05
Fourth quarter 111,912 7,118 3,199 0.07 0.07
--------- -------- --------- ------- ------
Total $ 397,213 $ 24,240 $ 12,665 $ 0.28 $ 0.27
========= ======== ========= ======= ======
Year ended April 30, 1997:
First quarter $ 60,963 $ 4,640 $ 2,857 $ 0.08 $ 0.08
Second quarter 74,061 5,538 3,516 0.09 0.08
Third quarter 80,261 6,175 3,852 0.10 0.09
Fourth quarter 77,109 7,224 4,296 0.10 0.10
--------- -------- --------- ------- ------
Total $ 292,394 $ 23,577 $ 14,521 $ 0.37 $ 0.35
========= ======== ========= ======= ======
F-21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
AS TO SCHEDULE II -
VALUATION AND QUALIFYING ACCOUNTS
To Miller Industries, Inc.
We have audited in accordance with generally accepted
auditing standards, the consolidated financial statements of
Miller Industries, Inc. and subsidiaries included in this Form 10-
K and have issued our report thereon dated July 15, 1998. Our
audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in
the index is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
July 15, 1998
S-1
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Accounts Balance at
Beginning Charged to Charged to Written End of
of Period Expenses Other Off Period
------------ ---------- ---------- --------- ----------
(In Thousands)
Year ended April 30, 1996:
Deduction from asset accounts:
Allowance for doubtful accounts $ 769 160 413(a) (77) $ 1,265
Year ended April 30, 1997:
Deduction from asset accounts:
Allowance for doubtful accounts $ 1,265 174 474(a) (139) $ 1,774
Year ended April 30, 1998:
Deduction from asset accounts:
Allowance for doubtful accounts $ 1,774 214 1,082(a) (953) $ 2,117
(a) The other addition to the allowance for doubtful accounts results
from the acquisitions in fiscal 1996, 1997 and 1998 which were
accounted for under the purchase method of accounting.
S-2
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, on the 24th day of July , 1998.
MILLER INDUSTRIES, INC.
By: /s/ Jeffrey I. Badgley
Jeffrey I. Badgley, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Jeffrey I. Badgley and Adam L.
Dunayer, and either of them, as attorneys-in-fact, with power of
substitution, for him in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact may do or cause to be done by virtue hereof.
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 in the capacities indicated on the 24th day of July,
1998.
SIGNATURE TITLE
--------- -----
/s/ William G. Miller Chairman of the Board of Directors
- -------------------------------------
WILLIAM G. MILLER
/s/ Jeffrey I. Badgley President, Chief Executive Officer
- ------------------------------------- and Director
JEFFREY I. BADGLEY
/s/ Adam L. Dunayer Vice President, Treasurer and
- ------------------------------------- Chief Financial Officer
ADAM L. DUNAYER (Principal Financial and
Accounting Officer)
/s/ A. Russell Chandler, III Director
- -------------------------------------
A. RUSSELL CHANDLER, III
/s/ Paul E. Drack Director
- -------------------------------------
PAUL E. DRACK
/s/ Stephen A. Furbacher Director
- -------------------------------------
STEPHEN A. FURBACHER
/s/ Richard H. Roberts Director
- -------------------------------------
RICHARD H. ROBERTS
II-1
EXHIBIT INDEX
DESCRIPTION
-------------------------------
3.1 Charter of the Registrant (composite conformed copy)
10.35 Credit Agreement Among NationsBank of Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant dated January 30, 1998.
10.36 Negative Pledge Agreement Among NationsBank of Tennessee, N.A., the
Registrant and certain subsidiaries of Registrant dated January 30, 1998.
10.37 Guaranty Agreement Among NationsBank of Tennessee, N.A. and certain
subsidiaries of Registrant dated January 30, 1998.
10.38 Stock Pledge Agreement Between NationsBank of Tennessee, N.A. and
the Registrant dated January 30, 1998.
10.39 Stock Pledge Agreement Between NationsBank of Tennessee, N.A. and
the certain subsidiaries of the Registrant dated January 30, 1998.
10.40 Revolving Note Among NationsBank of Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant dated January 30, 1998.
10.41 Revolving Note Among Bank of America, FSB, the Registrant and certain
subsidiaries of Registrant dated January 30, 1998.
10.42 Revolving Note Among Wachovia Bank, N.A., the Registrant and certain
subsidiaries of Registrant dated January 30, 1998.
10.43 Revolving Note Among First American National Bank, the Registrant and
certain subsidiaries of Registrant dated January 30, 1998.
10.44 Swing Line Note Among NationsBank of Tennessee, N.A., the Registrant and
certain subsidiaries of Registrant dated January 30, 1998.
10.45 LC Account Agreement Among NationsBank of Tennessee, N.A., the
Registrant and certain subsidiaries of Registrant dated January 30, 1998.
10.46 Amendment No. 1 to the Credit Agreement Among NationsBank of
Tennessee, N.A., the Registrant and certain subsidiaries of Registrant
dated January 31, 1998.
21 Subsidiaries of the Registrant
23 Consent of Arthur Andersen LLP
24 Power of Attorney (see signature page)
27 Financial Data Schedule (for SEC use only)