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, 2015

 

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, 2015 is 5,000,000 shares.

 

  

MILLER INDUSTRIES, INC.

FORM 10-Q

January 31, 2015

 

INDEX

 

		Page No.
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets dated as of January 31, 2015 and April 30, 2014	1
	Statement of Operations - Three Months ended January 31, 2015 and 2014	3
	Statement of Operations - Nine Months ended, January 31, 2015 and 2014	4
	Statement of Cash Flows - Nine Months ended, dated as of January 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 Disclosure about Market Risk	8
Item 4.	Controls and Procedures	8
PART II: OTHER INFORMATION
Items 1 to 6		9
Signatures		9

 

  

MILLER INDUSTRIES, INC.
BALANCE SHEET
January 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			939,078
Net Book Value		$	293,6305
Other Assets:
Cash and Cash Equivalents		$	1,604,043
Accounts Receivable			840
Prepaid Expenses and Other Assets			67,218
Deferred Lease Incentive (Net of Accumulated Amortization - $ 31,961)			23,261
Loan Costs, (Less Accumulated Amortization of $ 5,547)			5,188
Deferred Tax			40,376
Total Other Assets		$	1,740,926
TOTAL ASSETS		$	2,034,556
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,126,645
Accounts Payable and Accrued Expenses			170,464
Tenant’s Deposits and Advance Rent			76,267
Income Tax Payable			30,797
Total Liabilities		$	1,404,173
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			(831,719	)
Total Shareholders’ Equity		$	630,383
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,034,556

 

See Accompanying Notes to Financial Statements.

 

  

MILLER INDUSTRIES, INC.
BALANCE SHEET

April 30, 2014

 

		2014
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			930,164
Net Book Value		$	302,544
Other Assets:
Cash and Cash Equivalents		$	1,512,931
Accounts Receivable ( Less Allowance for Doubtful Accounts of $ 0)
Prepaid Expenses and Other Assets			45,525
Refundable Income taxes			11,563
Deferred Lease Incentive (Net of Accumulated Amortization - $ 25,337)			29,886
Loan Costs (Less Accumulated Amortization of $4,741)			5,994
Deferred Tax			40,376
Total Other Assets		$	1,646,275
TOTAL ASSETS		$	1,948,819
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,160,080
Accounts Payable and Accrued Expenses			212,387
Tenant’s Deposits and Advance Rent			63,080
Income Taxes payable
Total Liabilities		$	1,435,547
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			(948,830	)
Total Shareholders’ Equity		$	512,372
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,948,819

 

See Accompanying Notes to Financial Statements.

 

  

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2015 AND 2014

(UNAUDITED

 

		1/31/15				1/31/14
Revenues:
Rental Income		$	145,487			$	77,626
Hardware Sales (Net)
Other Income			1,374				1,374
Total Revenues		$	146,861			$	79,000
Expenses:
Rental Expenses (Except Interest)		$	60652			$	50,644
Administrative			12,315				13,191
Interest			7,969				8,293
Total Expenses		$	80,936			$	72,128
Income Before Tax Provision		$	65,925			$	6,872
Provision (Benefit) for Income Tax:
Federal Income Tax		$	20,000			$	1,000
State Income Tax			2,500				400
Total Provision for Income Tax		$	22,500			$	1,400
Net Income		$	43,425			$	5,472
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, 2015 AND 2014

(UNAUDITED)

 

		1/31/15				1/31/14
Revenues:
Rental Income		$	413,893			$	207,131
Hardware Sales (Net)
Other Income			3,533				4,154
Total Revenues		$	417,426			$	211,285
Expenses:
Rental Expenses (Except Interest)		$	117,348			$	94,237
Administrative			37,635				70,656
Interest			22,832				23,517
Total Expenses		$	237,815			$	188,410
Income Before Tax Provision		$	179,611			$	22,875
Provision (Benefit) for Income Tax:
Federal Income Tax		$	55,000			$	3,500
State Income Tax			7,500				600
Total Provision for Income Tax		$	62,500			$	4,100
Net Income		$	117,111			$	18,775
Income per Common Share (Basic)		$	.02			$	.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 NINE MONTHS ENDED JANUARY 31, 2015 AND 2014

(UNAUDITED)

 

		1/31/15				1/31/14
Cash Flows from Operating Activities:
Net Income		$	117,111			$	18,775
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			8,914				8,914
Amortization			7,430				4,751
Deferred Tax Asset Valuation Adjustment
Changes in Operating Assets and Liabilities			(8,908	)			(16,081	)
Net Cash Provided by Operating Activities		$	124,547			$	16,359
Cash Flows from Investing Activities:
Acquisition of Property, Equipment, and Intangible		$				$	(31,956	)
Net Cash (used by) Investing Activities		$				$	(31,956	)
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		$	(91,112	)		$	(49,032	)
Cash and Cash Equivalents at the Beginning of Year			1,512,931				1,606,404
Cash and Cash Equivalents at the End of Quarter		$	1,604,043			$	1,557,372
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	22,834			$	23,517
Income Taxes		$	20,140			$	26,372

 

See Accompanying Notes to Financial Statements.

 

  

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JANUARY 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 nine month period ending January 31, 2015 are not necessarily indicative of results that may be expected for the year ended April 30, 2015.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2014 and for the year ended April 30, 2014.

 

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

 

On May 2, 2014, the Company entered into a 38-month lease of approximately 17,000 square feet at a monthly rental of approximately $9,300 per month.

 

  

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

 

Results of Operations (Third Quarter of 2015 Fiscal Year compared to Third Quarter of 2014 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 2014 was $207,000, compared to $414,000 in the third quarter of 2015.

 

Other Income. The Company generated other income of $4,154 through the third quarter of fiscal year 2014 and $3,533 in the third quarter of 2015. 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 third quarter of 2014 and $177,000 through the third quarter of 2015.

 

Administrative Expenses. The Company’s administrative expenses were $70,000 in the first three quarters of fiscal years 2014 and $38,000 for 2015.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $24,000 in the first three quarters of fiscal years 2014 and $23,000 for 2015.

 

Provision for Income Taxes. The Company had a tax provision of $4,100 in the first three quarter of fiscal 2014 and $62,500 in 2015.

 

Net Income. As a result of the foregoing factors, The Company had net income of $19,000 in the first three quarters of fiscal 2014 and $117,000 in first three quarters of 2015.

 

Liquidity and Capital Resources

 

The Company’s cash decreased by $49,000 during the nine months of fiscal year 2014 compared to an increase of $91,000 during the first nine months of fiscal year 2015. As of January 31, 2015, The Company’s cash position was approximately $1,604,000.

 

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, 2015. 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, 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 January 31, 2015.

 

  

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