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, 2016

 

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, 2016 is 5,000,000 shares.

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

January 31, 2016

 

INDEX

 

		Page No.
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets as of January 31, 2016 and April 30, 2015	1
	Statement of Operations - Three Months ended January 31, 2016 and 2015	3
	Statement of Operations - Nine Months ended January 31, 2016 and 2015	4
	Statement of Cash Flows - Nine Months ended January 31, 2016 and 2015	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 Disclosure about Market Risk	8
Item 4.	Controls and Procedures	8
PART II:	OTHER INFORMATION
Items 1 to 6		10
Signatures		10

 

 

MILLER INDUSTRIES, INC.
BALANCE SHEET
January 31, 2016
(UNAUDITED)

 

ASSETS
		2016
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			950,963
Net Book Value		$	281,745
Other Assets:
Cash and Cash Equivalents		$	1,759,153
Accounts Receivable			1,603
Prepaid Expenses and Other Assets			57,142
Deferred Lease Incentive (Net of Accumulated Amortization - $ 46,388)			8,834
Loan Costs, (Less Accumulated Amortization of $6,620)			4,115
Deferred Tax			39,824
Total Other Assets		$	1,870,671
TOTAL ASSETS		$	2,152,416
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,082,065
Accounts Payable and Accrued Expenses			166,356
Tenant’s Deposits and Advance Rent			76,267
Income Tax Payable			16,597
Total Liabilities		$	1,341,285
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			(650,971	)
Total Shareholders’ Equity		$	811,131
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,152,416

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.
BALANCE SHEET

April 30, 2015

  

ASSETS
		2015
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			20,755
Income Taxes payable
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.

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2016 AND 2015

(UNAUDITED

 

		1/31/16				1/31/15
Revenues:
Rental Income		$	145,592			$	145,487
Other Income			1,503				1,374
Total Revenues		$	147,095			$	146,861
Expenses:
Rental Expenses (Except Interest)		$	44,918			$	60,652
Administrative			11,221				12,315
Interest			7,657				7,969
Total Expenses		$	63,796			$	80,936
Income Before Tax Provision		$	83,299			$	65,925
Provision (Benefit) for Income Tax:
Federal Income Tax		$	27,000			$	20,000
State Income Tax			4,000				2,500
Total Provision for Income Tax		$	31,000			$	22,500
Net Income		$	52,299			$	43,425
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, 2016 AND 2015

(UNAUDITED)

 

		1/31/16				1/31/15
Revenues:
Rental Income		$	442,722			$	413,893
Other Income			4,454				3,533
Total Revenues		$	447,176			$	417,426
Expenses:
Rental Expenses (Except Interest)		$	175,122			$	117,348
Administrative			34,767				37,635
Interest			21,722				22,832
Total Expenses		$	231,611			$	237,815
Income Before Tax Provision		$	215,565			$	179,611
Provision (Benefit) for Income Tax:
Federal Income Tax		$	68,000			$	55,000
State Income Tax			10,000				7,500
Total Provision for Income Tax		$	78,000			$	62,500
Net Income		$	137,565			$	117,111
Income per Common Share (Basic)		$	.02			$	.02
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, 2016 AND 2015

(UNAUDITED)

 

		1/31/16				1/31/15
Cash Flows from Operating Activities:
Net Income		$	137,565			$	117,111
Adjustments to Reconcile Net Income to Net Cash
Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			8,914				8,914
Amortization			9,022				7,430
Deferred Tax Asset Valuation Adjustment
Changes in Operating Assets and Liabilities			(27,975	)			(8,908	)
Net Cash Provided by Operating Activities		$	127,526			$	124,547
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		$	(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		$	94,091			$	91,112
Cash and Cash Equivalents at the Beginning of Year			1,665,062				1,512,931
Cash and Cash Equivalents at the End of Quarter		$	1,759,153			$	1,604,043
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	23,255			$	22,834
Income Taxes		$	82,158			$	20,140

 

See Accompanying Notes to Financial Statements.

 

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2016

(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, 2016 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 (First Three Quarters of 2016 Fiscal Year compared to First Third Quarters 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 through the third quarter of 2015 was $414,000, compared to $443,000 in the third quarter of 2016.

 

Other Income. The Company generated other income of $3,533 through the third quarter of fiscal year 2015 and $4,454 through the third quarter of 2016. 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 $177,000 through the third quarter of 2015 and $175,000 through the third quarter of 2016.

 

Administrative Expenses. The Company’s administrative expenses were $38,000 in the first three quarters of fiscal years 2015 and $35,000 for 2016.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $23,000 in the first three quarters of fiscal years 2015 and $21,500 for 2016.

 

Provision for Income Taxes. The Company had a tax provision of $62,500 in the first three quarters of fiscal 2015 and $78,000 in 2016.

 

Net Income. As a result of the foregoing factors, the Company had net income of $117,000 in the first three quarters of fiscal 2015 and $138,000 in first three quarters of 2016.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $91,000 during the first nine months of fiscal year 2015 compared to an increase of $94,000 during the first nine months of fiscal year 2016. As of January 31, 2016, the Company’s cash position was approximately $1,759,000.

 

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, 2016. 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, 2016.

 

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, 2016.

 

 

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 4, 2016	By:	/s/  Angelo Napolitano
		Angelo Napolitano Chairman of the Board of Directors Chief Executive Officer Principal Financial Officer