Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - MILLER INDUSTRIES INCtv493793_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - MILLER INDUSTRIES INCtv493793_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - MILLER INDUSTRIES INCtv493793_ex31-2.htm

 

 

  

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, 2017 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.)

 

  1521 N.W. 165th Street, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

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, 2017 is 5,000,000 shares.

 

 

 

 

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

October 31, 2017

 

INDEX

 

    Page No.
PART I: FINANCIAL INFORMATION  
   
Item 1. Financial Statements 2
     
  Balance Sheets dated as of October 31, 2017 and April 30, 2017 2
     
  Statement of Operations – Three Months Ended October 31, 2017 and 2016 4
     
  Statement of Operations – Six Months Ended October 31, 2017 and 2016 5
     
  Statement of Cash Flows – Six Months Ended October 31, 2017 and 2016 6
     
  Notes to Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
     
Item 4. Controls and Procedures 10
     
PART II: OTHER INFORMATION  
     
Item 6. Exhibits 11
     
Signatures 12

  

  i 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

  

MILLER INDUSTRIES, INC.

BALANCE SHEET

OCTOBER 31, 2017

(UNAUDITED)

 

ASSETS
   2017 
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   971,762 
Net Book Value  $260,946 
Other Assets:     
Cash and Cash Equivalents  $1,992,751 
Accounts Receivable     
Prepaid Expenses and Other Assets   36,532 
Deferred Tax   37,584 
Total Other Assets  $2,066,867 
      
TOTAL ASSETS  $2,327,813 
      
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:     
Mortgage and Notes Payable  $1,004,050 
Accounts Payable and Accrued Expenses   187,652 
Tenant Deposits and Advance Rent   33,641 
Income Tax Payable   17,424 
      
Total Liabilities  $1,242,767 
      
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   (377,056)
      
Total Shareholders’ Equity  $1,085,046 
      
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $2,327,813 

 

See accompanying notes to financial statements.

 

 2 

 


MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2017

 

ASSETS
   April 30, 2017 
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   965,819 
Net Book Value  $266,889 
Other Assets:     
Cash and Cash Equivalents  $2,007,930 
Accounts Receivable   1,034 
Prepaid Expenses and Other Assets   18,287 
Prepaid Income Taxes   16,343 
Loan Costs, Less Accumulated Amortization of $7,962   2,773 
Deferred Tax   39,804 
Total Other Assets  $2,085,451 
      
TOTAL ASSETS  $2,352,340 
      
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:     
Mortgage and Notes Payable  $1,026,340 
Accounts Payable and Accrued Expenses   160,071 
Tenant’s Deposits and Advance Rent   182,221 
Total Liabilities  $1,368,632 
      
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   (478,394)
      
Total Shareholders’ Equity  $983,708 
      
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $2,352,340 

 

See Accompanying Notes to Financial Statements.

 

 3 

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2017 AND 2016

(UNAUDITED)

 

     10/31/17        10/31/16 
Revenues:          
Rental Income  $159,260   $153,990 
Utilities Reimbursement   23,250    27,320 
Other Income   1,739    1,682 
           
Total Revenues  $184,249   $182,902 
           
Expenses:          
Rental Expenses (Except Interest)  $82,636   $85,515 
Administrative   23,263    11,363 
Interest   8,023    7,691 
           
Total Expenses  $113,922   $104,569 
           
Income Before Tax Provision  $70,327   $78,333 
           
Provision for Income Tax:          
Federal Income Tax  $23,000   $28,000 
State Income Tax   4,000    3,700 
           
Total Provision for Income Tax  $27,000   $31,700 
Net Income  $43,327   $46,633 
           
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.

 

 4 

 

  

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2017 AND 2016

(UNAUDITED)

 

          10/31/17            10/31/16   
Revenues:          
Rental Income  $316,732   $303,770 
Utilities Reimbursement   43,130    49,629 
Other Income   3,496    3,252 
           
Total Revenues  $363,358   $356,651 
           
Expenses:          
Rental Expenses (Except Interest)  $154,804   $173,796 
Administrative   34,712    23,652 
Interest   14,505    13,904 
           
Total Expenses  $204,021   $211,352 
           
Income Before Tax Provision  $159,337   $145,299 
           
Provision for Income Tax:          
Federal Income Tax  $50.000   $50,000 
State Income Tax   8,000    7,000 
Total Provision for Income Tax  $58,000   $57,000 
           
Net Income  $101,337   $88,299 
           
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.

 

 5 

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2017 AND 2016

 

              10/31/17                  10/31/16       
Cash Flows from Operating Activities:          
           
Net Income  $101,337   $88,299 
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:          
Provision for Bad Debts          
Depreciation   5,943    5,943 
Amortization   537    5,357 
Changes in Operating Assets and Liabilities   (100,706)   23,344 
           
Net Cash Provided by Operating Activities  $7,111    122,943 
           
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)
           
           
Net Cash Provided by (used by) Financing Activities  $(22,290)  $(22,290)
           
Net Increase (Decrease) in Cash and Cash Equivalents  $(15,179)  $100,653 
           
Cash and Cash Equivalents at the Beginning of Year   2,007,930    1,817,572 
Cash and Cash Equivalents at the End of Quarter  $1,992,751   $1,918,225 
           
Additional Cash Flow Information:          
Cash Payments During the Year          
Interest  $13,968   $14,839 
Income Taxes  $22,733   $41,977 

  

See Accompanying Notes to Financial Statements.

 

 6 

 

  

MILLER INDUSTRIES, INC. 

NOTES TO FINANCIAL STATEMENTS 

OCTOBER 31, 2017

(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, 2017 are not necessarily indicative of results that may be expected for the year ended April 30, 2018.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2017 and for the year ended April 30, 2017.

 

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.

 

 7 

 

 

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

 

The “Tax Cuts and Jobs Act” was signed into law on December 22, 2017. The “Act” changes the current tax system for corporations, generally beginning with taxable years starting after December 31, 2017. The bill reduces the U.S. corporate tax rate from a graduated set of rates with a maximum of 35 percent tax rate to a flat 21 percent tax rate. Additionally the bill introduces many changes that impact corporations some of which is the net operating loss deduction subject to annual limitations, interest expense deduction subject to annual limitations, elimination of the alternative minimum tax and immediate expenses of the full cost of qualified property.

 

Under U.S. Accounting Standards, Codification Topic 740, Accounting for Income Taxes requires re-measurement of all U.S. deferred income tax assets and liabilities for temporary differences and NOL carryforwards from the current rate of 35 percent to the new corporate rate of 21 percent. The cumulative adjustment will be recognized in income tax expense from continuing operations as a discrete item in the period that includes the enactment date (December 22, 2017).

 

The Company will record the re-measurement of its U.S. deferred income tax assets on December 22, 2017 as a reduction in deferred income taxes of approximately $10,000. A similar amount will be recognized as income tax expense at December 22, 2017.

 

 8 

 

 

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

 

Results of Operations (Second Quarter of 2018 Fiscal Year compared to Second Quarter of 2017 Fiscal Year and Six Months of 2018 Fiscal Year compared to Six Months of 2017 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 2017 was $154,000, compared to $159,000 in the second quarter of 2018. rental income during the first two quarters of 2017 was 304,000 and in 2018 was $316,000.

 

Other Income. The Company generated other income of $1,600 in the second quarter of 2017 and $1,750 in 2018. The Company generated $3,250 in the first two quarters of fiscal year 2017 and $3,500 in the first two quarters of fiscal year 2018. 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 $86,000 in the second quarter of 2017 and $82,000 in the second quarter of 2018. Rental expenses were $174,000 in the first two quarters of 2017 and $154,000 in the first two quarters of 2018.

 

Administrative Expenses. The Company’s administrative expenses were $11,000 in the second quarter of 2017 and $23,000 in 2018 and $24,000 in the first two quarters of fiscal year 2017 and $34,000 in 2018.

 

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 2017 and 2018 and $15,000 in the first two quarters of fiscal year 2017 and 2018.

 

Provision for Income Taxes. The Company had a tax provision of $32,000 for the second quarter of fiscal year 2017 and $27,000 for the second quarter of fiscal year 2018 and $57,000 in the first two quarters of fiscal 2017 and $58,000 in 2018.

 

Net Income. As a result of the foregoing factors, The Company had net income of $47,000 in the second quarter of 2017 and $43,000 in the second quarter of 2018 and $89,000 in the first two quarters of fiscal 2017 and $101,000 in first two quarters of 2018.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $100,000 during the first six months of fiscal year 2017 compared to a decrease of $15,000 during the first six months of fiscal year 2018. As of October 31, 2017, The Company’s cash position was approximately $1,992,000.

 

 9 

 

 

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, 2017. 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, 2017.

 

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, 2018.

 

 10 

 

  

PART II. OTHER INFORMATION

 

ITEM 6.EXHIBITS

 

(a)Exhibits

  

  Exhibit No. Description
     
  (31.1) Certification of Principal Executive Officer pursuant to Rule 13a-14(a).
     
  (31.2) Certification of Principal Financial Officer pursuant to Rule 13a-14(a).
     
  (32.1) Certification of Principal Executive Officer and Principal 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.

 

 11 

 

  

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.
     
     
     
Dated:  May 9, 2018   By: /s/  Marc Napolitano
     

Principal Executive Officer and

Principal Financial Officer

 

 12