SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended October 31, 2013 or

 

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

 

For the transition period from __________ to ___________

 

Commission File No. 1-5926

 

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

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

 

16295 N.W. 13th Avenue, Miami,  Florida  33169

(Address of Principal Executive Offices

 

(305) 621-0501

(Registrant’s telephone number, including area code

 

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or of such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing required for the past 90 days.

 

Yes ¨  No þ

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ¨  No þ

 

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

 

Large accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer ¨  Smaller reporting company þ

 

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

 

Yes ¨  No þ

 

The number of shares outstanding of each of the issuer’s classes of common stock, par value $.05 per share, as of October 31, 2013 is 5,000,000 shares.

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

October 31, 2013

 

INDEX

 

		Page No.
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets dated as of October 31, 2013 and April 30, 2013	1
	Statement of Operations – Three Months Ended October 31, 2013 and 2012	3
	Statement of Operations –Six Months Ended October 31, 2013 and 2012	4
	Statement of Cash Flows - Six Months Ended October 31, 2013 and 2012	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.	Controls and Procedures	9
Item 5.	Other Matters and Subsequent Events
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings
Item 6.	Exhibits	10
Signatures		11

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

October 31, 2013

(UNAUDITED)

 

		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			924,222
Net Book Value		$	308,486
Other Assets:
Cash and Cash Equivalents		$	1.616,092
Accounts Receivable
Prepaid Expenses and Other Assets			28,675
Deferred Lease Incentive (Net of Accumulated Amortization - $ 19,135)			3,946
Loan Costs (Less Accumulated Amortization of $ 4,205)			6,530
Deferred Tax			39,993
Total Other Assets		$	1,695,236
TOTAL ASSETS		$	2,003,722
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,182,370
Accounts Payable and Accrued Expenses			282,512
Tenant’s Deposits and Advance Rent			24,054
Total Liabilities		$	1,488,936
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			(947,316	)
Total Shareholders’ Equity		$	514,786
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,003,722

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2013

 

		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.

 

 

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2013 AND 2012

(UNAUDITED)

 

		10/31/13				10/31/12
Revenues:
Rental Income		$	77,457			$	102,090
Other Income			1,300				1,431
Total Revenues		$	78,757			$	103,521
Expenses:
Rental Expenses (Except Interest)		$	38,275			$	50,720
Administrative			12,053				10,552
Interest			8,423				8,672
Total Expenses		$	58,751			$	69,944
Income Before Tax Provision		$	20,006			$	33,577
Provision for Income Tax:
Federal Income Tax		$	3,068			$	10,000
State Income Tax			420				2,100
Total Provision for Income Tax		$	3,488			$	12,100
Net Income		$	16,518			$	21,477
Income per Common Share (Basic)		$	.01			$	.01
Average Shares of Common Stock Outstanding			5,000,000				5,000,000

 

See Accompanying Notes to Financial Statements

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2013 AND 2012

(UNAUDITED)

 

		10/31/13				10/31/12
Revenues:
Rental Income		$	153,427			$	204,180
Other Income			2,600				2,822
Total Revenues		$	156,027			$	207,002
Expenses:
Rental Expenses (Except Interest)		$	99,505			$	94,163
Administrative			25,295				20,881
Interest			15,225				15,613
Total Expenses		$	140,025			$	130,657
Income Before Tax Provision		$	16,002			$	76,345
Provision for Income Tax:
Federal Income Tax		$	2,500			$	20,000
State Income Tax			200				4,200
Total Provision for Income Tax		$	2,700			$	24,200
Net Income		$	13,302			$	52,145
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 SIX MONTHS ENDED OCTOBER 31, 2013 AND 2012

(UNAUDITED)

 

		10/31/13				10/31/12
Cash Flows from Operating Activities:
Net Income		$	13,302			$	52,145
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			5,943				6,955
Amortization			3,167				3,167
Deferred Tax Asset Valuation Adjustment
Changes in Operating Assets and Liabilities			9,566				66,414
Net Cash Provided by Operating Activities		$	31,978			$	128,681
Cash Flows from Investing Activities:
Acquisition of Property, Equipment, and Intangible		$	—			$	—
Net Cash (used by) Investing Activities		$	—			$	—
Cash Flows from Financing Activities:
Principal Payments Under Borrowings		$	(22,290	)		$	(22,290	)
Proceeds from Stock option purchase
Net Cash Provided by (used by) Financing Activities		$	(22,290	)		$	(22,290	)
Net Increase in Cash and Cash Equivalents		$	9,688			$	106,391
Cash and Cash Equivalents at the Beginning of Year			1,606,404				1,609,457
Cash and Cash Equivalents at the End of Quarter		$	1,616,092			$	1,715,848
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	15,225			$	8,672
Income Taxes		$	-			$	-

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 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 six month period ending October 31, 2013 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.

 

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

 

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.

 

 

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

 

Results of Operations (Second Quarter of 2014 Fiscal Year compared to Second 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 during the second quarter of 2013 was $102,000, compared to $77,000 in the second quarter of 2014.

 

Other Income. The Company generated other income of $1,400 in the second quarter of 2013 and $1,300 in 2014. The 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 $51,000 in the second quarter of 2013 and $38,000 in the second quarter of 2014.

 

Administrative Expenses. The Company’s administrative expenses were $11,000 in the second quarter of 2013 and $12,000 in 2014.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $9,000 in the second quarter of fiscal year 2013 and $8,000 in 2014.

 

Provision for Income Taxes. The Company had a tax provision of $12,000 for the second quarter of fiscal year 2013 and $3,500 for the second quarter of fiscal year 2014.

 

Net Income. As a result of the foregoing factors, the Company had net income of $21,000 in the second quarter of 2013 and $17,000 in the second quarter of 2014.

 

Results of Operations (First Six Months of 2012 Fiscal Year compared to First Six Months of 2011 Fiscal Year)

 

Rental Income. The Company’s results of operations are primarily dependent upon the rental income which it receives from leasing space in its building. Rental income is a function of the percentage of the building which is occupied and the level of rental rates. Rental income during the first six months of 2013 was $204,000, compared to $156,000 in the first six months of 2014.

 

Hardware Sales (net). The Company receives revenue from the sale of replacement parts for the sliding glass doors and windows formerly manufactured by the Company. The Company utilizes its existing inventory of these parts to support these sales. Net sales were immaterial in 2011 and 2012.

 

 

Other Income. The Company generated other income of $3,000 through the first six months of fiscal year 2013 and 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 $94,000 through the first six months of 2013 and $100,000 through first six months of 2014.

 

Administrative Expenses. The Company’s administrative expenses were $21,000 in the first six months of fiscal years 2013 and $25,00 in 2014.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $16,000 in the first six months of fiscal year 2013 and $15,000 in 2012.

 

Provision for Income Taxes. The Company had a tax provision of $24,000 in the first six months of fiscal 2013 and $3,000 in 2014.

 

Net Income. As a result of the foregoing factors, the Company had net income of $52,000 in the first six months of fiscal 2013 and 13,000 in first six months of 20124.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $106,000 during the first six months of fiscal year 2013 compared to an increase of $10,000 during the first six months of fiscal year 2014. As of October 31, 2013, The Company’s cash position was approximately $1,616,000.

 

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 October 31, 2013. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2013.

 

There were no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the fiscal quarter ended October 31, 2013.

 

 

PART II. OTHER INFORMATION

 

ITEM 6.

EXHIBITS

 

(a)

Exhibits

 

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

 

(b)

Reports on Form 8-K.

 

Not applicable.

 

 

SIGNATURE

 

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

 

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