MILLER INDUSTRIES INC /TN/ - 10-Q Quarterly Report

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 June 30, 2004
Commission File No. 0-24298

MILLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Tennessee		62-1566286
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8503 Hilltop Drive Ooltewah, Tennessee		37363
(Address of principal executive offices)		(Zip Code)

(423) 238-4171

(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.
x Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No

The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of July 30, 2004 was 11,179,379.

INDEX

			Page Number
PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets – June 30, 2004 and December 31, 2003	3

		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003	4

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	25
	Item 6.	Exhibits and Reports on Form 8-K	26

SIGNATURES			27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

June 30,
2004
(Unaudited)

December 31,
2003

ASSETS

CURRENT ASSETS:

Cash and temporary investments

3,418

5,240

Accounts receivable, net of allowance for doubtful accounts of $1,388 and
$1,062 at June 30, 2004 and December 31, 2003 respectively

39,608

37,990

Inventories, net

32,288

26,715

Prepaid expenses and other

2,876

1,783

Current assets of discontinued operations held for sale

15,045

23,757

Total current assets

93,235

95,485

PROPERTY, PLANT, AND EQUIPMENT, net

19,414

20,977

GOODWILL, net

11,619

11,619

OTHER ASSETS

2,127

1,783

NONCURRENT ASSETS OF DISCONTINUED
OPERATIONS HELD FOR SALE

1,665

1,954

128,060

131,818

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Current portion of long-term obligations

2,240

2,050

Accounts payable

30,404

34,164

Accrued liabilities and other

6,346

4,371

Current liabilities of discontinued operations held for sale

18,805

23,764

Total current liabilities

57,795

64,349

LONG-TERM OBLIGATIONS, less current portion

21,516

29,927

NONCURRENT LIABILITIES OF DISCONTINUED
OPERATIONS HELD FOR SALE

5,965

9,545

COMMITMENTS AND CONTINGENCIES (Notes 6 and 9)

SHAREHOLDERS’ EQUITY:

Preferred stock, $.01 par value; 5,000,000 shares authorized,
none issued or outstanding

Common stock, $.01 par value; 100,000,000 shares authorized, 11,178,129
and 9,342,151 outstanding at June 30, 2004 and December 31, 2003, respectively

111

Additional paid-in capital

157,286

145,090

Accumulated deficit

(115,578

)

(117,943

)

Accumulated other comprehensive income

965

757

Total shareholders’ equity

42,784

27,997

128,060

131,818

The accompanying notes are an integral part of these financial statements.

Table of Contents

MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)
(Unaudited)

			Three Months Ended June 30,						Six Months Ended June 30,
			2004			2003			2004			2003

NET SALES:
	Towing and Recovery Equipment		$	59,648		$	51,161		$	105,807		$	91,903
	Towing Services			—			6,801			—			13,952
				59,648			57,962			105,807			105,855

COSTS AND EXPENSES:
	Costs of operations
		Towing and Recovery Equipment		50,952			44,234			90,323			79,050
		Towing Services		—			5,188			—			10,618
				50,952			49,422			90,323			89,668

	Selling, general and administrative expenses			5,369			4,641			9,828			8,978
	Loss on disposition			—			682			—			682
	Interest expense, net			1,234			685			2,278			1,439
	Total costs and expenses			57,555			55,430			102,429			100,767

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES				2,093			2,532			3,378			5,088
INCOME TAX PROVISION				18			889			204			1,703
INCOME FROM CONTINUING OPERATIONS				2,075			1,643			3,174			3,385

DISCONTINUED OPERATIONS:
	Loss from discontinued operations, before taxes			(322	)		(3,035	)		(809	)		(6,243	)
	Income tax provision (benefit)			—			(899	)		—			(1,805	)
	Loss from discontinued operations			(322	)		(2,136	)		(809	)		(4,438	)
NET INCOME (LOSS)			$	1,753		$	(493	)	$	2,365		$	(1,053	)

BASIC INCOME (LOSS) PER COMMON SHARE:
	Income from continuing operations		$	0.19		$	0.18		$	0.29		$	0.36
	Loss from discontinued operations			(0.03	)		(0.23	)		(0.07	)		(0.47	)
	Basic income (loss) per common share		$	0.16		$	(0.05	)	$	0.22		$	(0.11	)

DILUTED INCOME (LOSS) PER COMMON SHARE:
	Income from continuing operations		$	0.19		$	0.18		$	0.29