SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2014

 

Commission File No. 1-5926

 

	MILLER INDUSTRIES, INC.
	(Exact Name of Registrant as Specified in its Charter)

 

Florida		59-0996356
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

	16295 N.W. 13th Avenue, Miami,  Florida  33169
	(Address of Principal Executive Offices)

 

	(305) 621-0501
	(Registrant’s telephone number, including area code)

 

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 ¨ No þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a “smaller reporting issuer.” See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨

Accelerated filer  ¨

Non-accelerated filer  ¨

Smaller reporting company  þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

 

The number of shares outstanding of each of the issuer’s classes of common stock, par value $.05 per share, as of January 31, 2014 is 5,000,000 shares.

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

January 31, 2014

 

INDEX

 

		Page No.
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets dated as of January 31, 2014 and April 30, 2013	1
	Statement of Operations - Three Months ended January 31, 2014 and 2013	3
	Statement of Operations - Nine Months ended, January 31, 2014 and 2013	4
	Statement of Cash Flows - Nine Months ended, dated as of January 31, 2014 and 2013	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	9
Item 4.	Controls and Procedures	9
PART II:	OTHER INFORMATION
Items 1 to 6		11
Signatures		11

 

MILLER INDUSTRIES, INC.
BALANCE SHEET
January 31, 2014
(UNAUDITED)

 

ASSETS
		2014
Investment Property:
Land		$	161,443
Building and Improvements			1,049,908
Machinery and Equipment			11,106
Furniture and Fixtures			10,251
Total Cost		$	1,232,708
Less:  Accumulated Depreciation			927,193
Net Book Value		$	305,515
Other Assets:
Cash and Cash Equivalents		$	1,557,372
Accounts Receivable
Prepaid Expenses and Other Assets			27,602
Deferred Lease Incentive (Net of Accumulated
Amortization - $ 20,450)			34,587
Loan Costs, (Less Accumulated Amortization of $4,473)			6,262
Deferred Tax			39,993
Total Other Assets		$	1,665,816
TOTAL ASSETS		$	1,971,331
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,171,225
Accounts Payable and Accrued Expenses			216,768
Tenant’s Deposits and Advance Rent			63,080
Total Liabilities		$	1,451,073
Shareholders’ Equity:
Common Stock - $.05 par, 5,000,000 shares
Authorized; 5,000,000 shares issued and
Outstanding		$	250,000
Paid-In Capital			1,212,102
Deficit			(941,844	)
Total Shareholders’ Equity		$	520,258
TOTAL LIABILITIES AND SHAREHOLDERS’
EQUITY		$	1,971,331

 

See Accompanying Notes to Financial Statements.        

 

 

MILLER INDUSTRIES, INC.
BALANCE SHEET

April 30, 2013

 

ASSETS
Investment Property:
Land		$	161,443
Building and Improvements			1,049,908
Machinery and Equipment			11,106
Furniture and Fixtures			10,251
Total Cost		$	1,232,708
Less:  Accumulated Depreciation			918,279
Net Book Value		$	314,429
Other Assets:
Cash and Cash Equivalents		$	1,606,404
Accounts Receivable ( Less Allowance for Doubtful
Accounts of $ 0)			855
Prepaid Expenses and Other Assets			13,005
Deferred Lease Incentive (Net of Accumulated
Amortization - $ 16,504)			6,577
Loan Costs (Less Accumulated Amortization of
$3,668)			7,067
Deferred Tax			39,993
Total Other Assets		$	1,673,901
TOTAL ASSETS		$	1,988,330
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,204,660
Accounts Payable and Accrued Expenses			242,060
Tenant’s Deposits and Advance Rent			24,054
Income Taxes payable			16,072
Total Liabilities		$	1,486,846
Shareholders’ Equity:
Common Stock - $.05 par, 5,000,000 shares
Authorized; 5,000,000 shares issued and
Outstanding		$	250,000
Paid-In Capital			1,212,102
Deficit			(960,618	)
Total Shareholders’ Equity		$	501,484
TOTAL LIABILITIES AND SHAREHOLDERS’
EQUITY		$	1,988,330

 

See Accompanying Notes to Financial Statements.        

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2014 AND 2013

(UNAUDITED)

 

		1/31/14				1/31/13
Revenues
Rental Income		$	77,626			$	63,254
Hardware Sales (Net)
Other Income			1,374				1,408
Total Revenues		$	79,000			$	64,662
Expenses:
Rental Expenses (Except Interest)		$	50,644			$	31,868
Administrative			13,191				11,107
Interest			8,293				8,703
Total Expenses		$	72,128			$	51,678
Income Before Tax Provision		$	6,872			$	12,894
Provision (Benefit) for Income Tax:
Federal Income Tax		$	1,000			$	2,500
State Income Tax			400				440
Total Provision for Income Tax		$	1,400			$	2,940
Net Income		$	5,472			$	10,044
Income per Common Share (Basic)		$	.01			$	.01
Average Shares of Common Stock Outstanding			5,000,000				5,000,000

  

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JANUARY 31, 2014 AND 2013

(UNAUDITED)

 

		1/31/14				1/31/13
Revenues:
Rental Income		$	207,131			$	267,433
Hardware Sales (Net)
Other Income			4,154				4,230
Total Revenues		$	211,285			$	271,653
Expenses:
Rental Expenses (Except Interest)		$	94,237			$	99,559
Administrative			70,656				58,450
Interest			23,517				24,316
Total Expenses		$	188,410			$	182,325
Income Before Tax Provision		$	22,875			$	89,328
Provision (Benefit) for Income Tax:
Federal Income Tax		$	3,500			$	22,500
State Income Tax			600				4,640
Total Provision for Income Tax		$	4,100			$	27,140
Net Income		$	18,775			$	62,188
Income per Common Share (Basic)		$	.01			$	.01
Average Shares of Common Stock Outstanding			5,000,000				5,000,000

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 31, 2014 AND 2013

(UNAUDITED)

 

		1/31/14				1/31/13
Cash Flows from Operating Activities:
Net Income		$	18,775			$	62,188
Adjustments to Reconcile Net Income to Net Cash
Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			8,914				10,432
Amortization			4,751				4,751
Deferred Tax Asset Valuation Adjustment							7,960
Changes in Operating Assets and Liabilities			(16,081	)			(68,089	)
Net Cash Provided by Operating Activities		$	16,359			$	17,242
Cash Flows from Investing Activities:
Acquisition of Property, Equipment, and Intangible		$	(31,956	)		$
Net Cash (used by) Investing Activities		$	(31,956	)		$
Cash Flows from Financing Activities:
Principal Payments Under Borrowings		$	(33,435	)		$	(33,435	)
Proceeds from Stock option purchase
Net Cash Provided by (used by) Financing
Activities		$	(33,435	)		$	(33,435	)
Net Increase in Cash and Cash
Equivalents		$	(49,032	)		$	(16,193	)
Cash and Cash Equivalents at the Beginning of Year			1,606,404				1,609,457
Cash and Cash Equivalents at the End of Quarter		$	1,557,372			$	1,593,264
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	23,517			$	25,175
Income Taxes		$	26,372			$	6,320

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2013

(UNAUDITED)

 

NOTE A – BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ending January 31, 2014 are not necessarily indicative of results that may be expected for the year ended April 30, 2014.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2013 and for the year ended April 30, 2013.

 

NOTE B - Earnings Per Share -

 

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants). Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

 

NOTE C - Use of Estimates -

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to income taxes, asset lives, accruals and valuation allowances.

 

 

Miller Industries, Inc.

Notes to Financial Statements

 

NOTE D – Commitments, Contingent Liabilities, Other Matters, and Subsequent Events

 

1. A Company tenant of approximately 20,000 square feet has indicated its intention not to renew its lease expiring September 30, 2012. Rental income of approximately $13,000 per month ($155,000 per annum) ceased during September 2012.

 

2. Commencing January 1, 2014, the Company leased for three years approximately 33,700 square feet for approximately $219,000 per year ($18,250 per month).

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Results of Operations (Third Quarter of 2014 Fiscal Year compared to Third Quarter of 2013 Fiscal Year)

 

Rental Income. The Company’s results of operations are primarily dependent upon the rental income which it receives from leasing space in its building. Rental income is a function of the percentage of the building which is occupied and the level of rental rates. Rental income through the third quarter of 2013 was $267,000, compared to $207,000 in the third quarter of 2014.

 

Other Income. The Company generated other income of $4,200 through the third quarter of fiscal year 2013 and $4,154 in the third quarter of 2014. Other income in these quarters consisted of interest income and miscellaneous income.

 

Rental Expense (Excluding Interest). The Company incurs rental expense in connection with the leasing of its building. These expenses consist of management fees, insurance, real estate taxes, depreciation and amortization, maintenance and repairs, utility costs and outside services. Rental expenses were $100,000 through the third quarter of 2013 and $94,000 through the third quarter of 2014.

 

Administrative Expenses. The Company’s administrative expenses were $58,000 in the first three quarters of fiscal years 2013 and $70,000 for 2014.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $24,000 in the first three quarters of fiscal years 2013 and 2014.

 

Provision for Income Taxes. The Company had a tax provision of $23,000 in the first three quarter of fiscal 2013 and $3,500 in 2014.

 

Net Income. As a result of the foregoing factors, The Company had net income of $62,000 in the first three quarters of fiscal 2013 and $20,000 in first three quarters of 2014.

  

Results of Operations (First Nine Months of 2014 Fiscal Year compared to First Nine Months of 2013 Fiscal Year)

 

Rental Income. The Company’s results of operations are primarily dependent upon the rental income which it receives from leasing space in its building. Rental income is a function of the percentage of the building which is occupied and the level of rental rates. Rental income through the third quarter of 2013 was $267,000, compared to $207,000 in the third quarter of 2014.

 

Other Income. The Company generated other income of $4,200 through the third quarter of fiscal year 2013 and $4,154 in the third quarter of 2014. Other income in these quarters consisted of interest income and miscellaneous income.

 

 

Rental Expense (Excluding Interest). The Company incurs rental expense in connection with the leasing of its building. These expenses consist of management fees, insurance, real estate taxes, depreciation and amortization, maintenance and repairs, utility costs and outside services. Rental expenses were $100,000 through the third quarter of 2013 and $94,000 through the third quarter of 2014.

 

Administrative Expenses. The Company’s administrative expenses were $58,000 in the first three quarters of fiscal years 2013 and $70,000 for 2014.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $24,000 in the first three quarters of fiscal years 2013 and 2014.

 

Provision for Income Taxes. The Company had a tax provision of $23,000 in the first three quarter of fiscal 2013 and $3,500 in 2014.

 

Net Income. As a result of the foregoing factors, The Company had net income of $62,000 in the first three quarters of fiscal 2013 and $20,000 in first three quarters of 2014.

  

Liquidity and Capital Resources

 

The Company’s cash decreased by $16,000 during the nine months of fiscal year 2013 compared to a decrease of $49,000 during the first nine months of fiscal year 2014. The Company invested $31,956 in tenant improvements during the third quarter of 2014. As of January 31, 2014, The Company’s cash position was approximately $1,557,000.

  

Current Operations

 

The Company operates as a real estate investment and management company. The Company is currently seeking to obtain additional commercial tenants for its existing building.

 

The Company’s principal operating expenses consist of management and professional fees associated with the administration of the Company, interest expense on the Company’s mortgage loan, real estate taxes and insurance.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting issuer as defined in Item 10 of Regulation S-K and are not required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

In connection with the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of January 31, 2014. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2014.

 

 

There were no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the fiscal quarter ended January 31, 2012.

 

 

PART II. OTHER INFORMATION

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

(a)

Exhibits

  

Exhibit No.	Description
(31.1)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
(31.2)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
(32.1)	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

(b)

Reports on Form 8-K.

 

Not applicable.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	MILLER INDUSTRIES, INC.
	(Registrant)
Dated:  May 26, 2015	By:	/s/  Angelo Napolitano
		Angelo Napolitano Chairman of the Board of Directors Chief Executive Officer Principal Financial Officer