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, 2015 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, 2015 is 5,000,000 shares.

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

October 31, 2015

 

INDEX

 

		Page No.
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets dated as of October 31, 2015 and April 30, 2015	1
	Statement of Operations – Three Months Ended October 31, 2015 and 2014	3
	Statement of Operations –Six Months Ended October 31, 2015 and 2014	4
	Statement of Cash Flows - Six Months Ended October 31, 2015 and 2014	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	8
Item 4.	Controls and Procedures	8
Item 5.	Other Matters and Subsequent Events
PART II:	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 6.	Exhibits	9
Signatures		10

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

October 31, 2015

(UNAUDITED)

 

		2015
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			947,990
Net Book Value		$	284,718
Other Assets:
Cash and Cash Equivalents		$	1,794,372
Accounts Receivable			4,326
Prepaid Expenses and Other Assets			53,042
Deferred Lease Incentive (Net of Accumulated Amortization - $43,381)			11,841
Loan Costs (Less Accumulated Amortization of $6,352)			4,383
Deferred Tax			39,824
Total Other Assets		$	1,907,788
TOTAL ASSETS		$	2,192,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,093,210
Accounts Payable and Accrued Expenses			264,197
Tenant’s Deposits and Advance Rent			76,267
Total Liabilities		$	1,433,674
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			(703,270	)
Total Shareholders’ Equity		$	758,832
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,192,506

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2015

 

		2015
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			942,049
Net Book Value		$	290,659
Other Assets:
Cash and Cash Equivalents		$	1,665,063
Accounts Receivable			2,525
Prepaid Expenses and Other Assets			64,498
Refundable Income Taxes Deferred Lease Incentive (Net of Accumulated Amortization - $37,366)			17,856
Loan Costs (Less Accumulated Amortization of $5,815)			4,920
Deferred Tax			39,824
Total Other Assets		$	1,794,686
TOTAL ASSETS		$	2,085,345
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,115,500
Accounts Payable and Accrued Expenses			194,700
Tenant’s Deposits and Advance Rent			80,825
Income Taxes payable			20,755
Total Liabilities		$	1,411,780
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			(788,537	)
Total Shareholders’ Equity		$	673,565
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,085,345

 

See Accompanying Notes to Financial Statements.

 

 

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2015 AND 2014

(UNAUDITED)

 

		10/31/15				10/31/14
Revenues:
Rental Income		$	148,344			$	136,159
Utilities Reimbursement			25,125				22,830
Other Income			1,502				1,376
Total Revenues		$	174,971			$	160,365
Expenses:
Rental Expenses (Except Interest)		$	86,511			$	77,874
Administrative			15,602				14,435
Interest			7,871				8,048
Total Expenses		$	100,984			$	100,357
Income Before Tax Provision		$	64,987			$	60,008
Provision for Income Tax:
Federal Income Tax		$	20,000			$	3,068
State Income Tax			3,000				2,500
Total Provision for Income Tax		$	23,000			$	22,500
Net Income		$	41,987			$	37,508
Income per Common Share (Basic)		$	.01			$	.01
Average Shares of Common Stock Outstanding			5,000,000				5,000,000

 

Certain 2014 captions have been retroactively reclassified to conform with the captions presented for 2015.

 

See Accompanying Notes to Financial Statements

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2015 AND 2014

(UNAUDITED)

 

		10/31/15				10/31/14
Revenues:
Rental Income		$	297,130			$	268,407
Utilities Reimbursement			49,906				43,902
Other Income			2,159				2,600
Total Revenues		$	349,987			$	314,468
Expenses:
Rental Expenses (Except Interest)		$	176,905			$	160,599
Administrative			26,751				25,320
Interest			14,065				14,863
Total Expenses		$	217,721			$	200,782
Income Before Tax Provision		$	132,266			$	113,686
Provision for Income Tax:
Federal Income Tax		$	41,000			$	35,000
State Income Tax			6,000				5,000
Total Provision for Income Tax		$	47,000			$	40,000
Net Income		$	85,266			$	73,686
Income per Common Share (Basic)		$	.01			$	.01
Average Shares of Common Stock Outstanding			5,000,000				5,000,000

 

Certain 2014 captions have been retroactively reclassified to conform with the captions presented for 2015

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2015 AND 2014

(UNAUDITED)

 

		10/31/15				10/31/14
Cash Flows from Operating Activities:
Net Income		$	85,266			$	73,786
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			5,943				5,943
Amortization			6,551				4,953
Deferred Tax Asset Valuation Adjustment
Changes in Operating Assets and Liabilities			53,840				69,041
Net Cash Provided by Operating Activities		$	151,600			$	153,623
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		$	129,310			$	131,333
Cash and Cash Equivalents at the Beginning of Year			1,665,062				1,512,931
Cash and Cash Equivalents at the End of Quarter		$	1,794,372			$	1,644,264
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	15,618			$	16,458
Income Taxes		$	-			$	-

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2015

(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, 2015 are not necessarily indicative of results that may be expected for the year ended April 30, 2016.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2015 and for the year ended April 30, 2015.

 

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.

 

 

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

 

Results of Operations (Second Quarter of 2016 Fiscal Year compared to Second Quarter of 2015 Fiscal Year and Six Months of 2016 Fiscal Year compared to Six Months of 2015 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 2015 was $136,000, compared to $148,000 in the second quarter of 2016. rental income during the first two quarters of 2015 was 268,000 and in 2016 was $297,000.

 

Other Income. The Company generated other income of $1,400 in the second quarter of 2015 and $1,500 in 2016. The Company generated $2,200 in the first two quarters of fiscal year 2015 and $2,950 in the first two quarters of fiscal year 2016. 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 $78,000 in the second quarter of 2015 and $87,000 in the second quarter of 2016. Rental expenses were $161,000 in the first two quarters of 2015 and $177,000 in the first two quarters of 2016.

 

Administrative Expenses. The Company’s administrative expenses were $14,000 in the second quarter of 2015 and $15,000 in 2016 and $25,000 in the first two quarters of fiscal years 2015 and $27,000 in 2016.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $8,000 in the second quarter of fiscal year 2015 and 2016 and $15,000 in the first two quarters of fiscal year 2015 and 2016.

 

Provision for Income Taxes. The Company had a tax provision of $22,500 for the second quarter of fiscal year 2015 and $23,000 for the second quarter of fiscal year 2016 and $40,000 in the first two quarters of fiscal 2015 and $47,000 in 2016.

 

Net Income. As a result of the foregoing factors, The Company had net income of $37,000 in the second quarter of 2015 and $42,000 in the second quarter of 2016 and $74,000 in the first two quarters of fiscal 2015 and $85,000 in first two quarters of 2016.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $131,000 during the first six months of fiscal year 2015 compared to an increase of $130,000 during the first six months of fiscal year 2016. As of October 31, 2015, The Company’s cash position was approximately $1,794,000.

 

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, 2015. 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, 2015.

 

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, 2015.

 

 

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:  April 7, 2016	By:	/s/  Angelo Napolitano
		Angelo Napolitano
		Chairman of the Board of Directors
		Chief Executive Officer
		Principal Financial Officer