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 July 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 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 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 July 31, 2016 is 5,000,000 shares.

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

July 31, 2016

 

INDEX

  

		Page
PART I:  FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheet as of July 31, 2016	1
	Balance Sheet of April 30, 2016	2
	Statement of Operations - Three Months Ended July 31, 2015 and 2016	3
	Statement of Cash Flows - Three Months Ended July 31, 2015 and 2016	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	7
Item 4.	Controls and Procedures	7
PART II:  OTHER INFORMATION
Items 1 to 6		8
Signatures		9

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

JULY 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			956,905
Net Book Value		$	275,803
Other Assets:
Cash and Cash Equivalents		$	1,923,216
Accounts Receivable
Prepaid Expenses and Other Assets			25,512
Refundable Income Taxes
Deferred Lease Incentive (Net of Accumulated Amortization - $50,758)			4,464
Deferred Tax			40,416
Total Other Assets		$	1,993,608
TOTAL ASSETS		$	2,269,411
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,056,197
Accounts Payable and Accrued Expenses			226,810
Income Tax Payable			21,087
Tenant’s Deposits and Advance Rent			80,387
Total Liabilities		$	1,384,481
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			(577,172	)
Total Shareholders’ Equity		$	884,930
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,269,411

 

 

See Accompanying Notes to Financial Statements.

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

APRIL 30, 2016

 

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			953,934
Net Book Value		$	278,774
Other Assets:
Cash and Cash Equivalents		$	1,817,572
Accounts Receivable ( Less Allowance for Doubtful Accounts of $0)			1,049
Prepaid Expenses and Other Assets			32,590
Refundable Income Taxes			4,213
Deferred Lease Incentive (Net of Accumulated Amortization - $48,080)			7,142
Deferred Tax Assets			40,416
Total Other Assets		$	1,902,982
TOTAL ASSETS		$	2,181,756
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	1,067,074
Accounts Payable and Accrued Expenses			198,465
Tenant's Deposits and Advance Rent			76,267
Income Taxes Payable
Total Liabilities		$	1,341,805
Shareholders’ Equity:
Common Stock - $.05 par, 5,000,000 shares Authorized; 5,000,000 shares		$	250,000
Paid-In Capital			1,212,102
Deficit			(622,151	)
Total Shareholders’ Equity		$	839,951
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,181,756

  

 

See Accompanying Notes to Financial Statements.

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2015 AND 2016

(UNAUDITED)

 

		7/31/15				7/31/16
Revenues:
Rental Income		$	148,785			$	152,832
Utilities Reimbursement			24,781				22,752
Other Income			1,449				1,480
Total Revenues		$	175,015			$	177,064
Expenses:
Rental Expenses (Except Interest)		$	90,394			$	88,333
Administrative			11,149				12,239
Interest			6,193				6,212
Total Expenses		$	107,736			$	106,784
Income (Loss) Before Tax Provision		$	67,279			$	70,280
Provision (Credit) for Income Tax:
Federal Income Tax		$	21,000			$	22,000
State Income Tax			3,000				3,300
Total Provision for Income Tax		$	24,000			$	25,300
Net Income (Loss)		$	43,279			$	44,980
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 CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2015 AND 2016

(UNAUDITED)

 

 

		7/31/15				7/31/16
Cash Flows from Operating Activities:
Net Income (Loss)		$	43,279			$	44,980
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Depreciation			2,971				2,971
Amortization			3,008				2,679
Changes in Operating Assets and Liabilities			68,079				66,159
Net Cash Provided by Operating Activities		$	117,337			$	116,789
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		$	(11,145	)		$	(11,145	)
Proceeds from Stock option purchase
Net Cash Provided by (used by) Financing Activities		$	(11,145	)		$	(11,145	)
Net Increase in Cash and Cash Equivalents		$	106,192			$	105,644
Cash and Cash Equivalents at the Beginning of Year			1,665,062				1,817,572
Cash and Cash Equivalents at the End of Quarter		$	1,771,254			$	1,923,216
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	7,727			$	7.417
Income Taxes		$	-			$	-

  

 

See Accompanying Notes to Financial Statements.

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JULY 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 three month period ending July 31, 2016 are not necessarily indicative of results that may be expected for the year ended April 30, 2017.

 

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2016 and for the year ended April 30, 2016.

 

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

 

1.          On June 1, 2016, the Company entered into a month to month lease agreement for approximately 5,500 square feet at a monthly rental of $3,800.

 

2.          In April 2015, the FASB issued ASU No. 2015-03, simplifying the presentation of debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. Debt issuance costs will be required to be classified as a direct reduction of the debt balances. Amortization of Debt Issuance Costs using the effective interest method with any amortization recorded as part of interest expense. We have adopted the ASU for fiscal years and interim periods beginning May 1, 2016.

 

A tenant has advised they will not be renewing their lease which will expire on December 31, 2016. Approximate annual rental income of this tenant is $225,000, which will cease on December 31, 2016.

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations (First Quarter of 2017 Fiscal Year compared to First Quarter of 2016 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 first quarter of 2016 was $149,000, compared to $152,000 in the first quarter of 2017.

 

Other Income. The Company generated other income of $1,450 in the first quarter of fiscal year 2016 and $1,500 in 2017. 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 $90,000 in the first quarter of 2016 and $88,000 in the first quarter of 2017.

 

Administrative Expenses. The Company’s administrative expenses were $11,000 in the first quarter of fiscal year 2016 and $12,000 in the first quarter of fiscal year 2017.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $6,500 in the first quarter of fiscal year 2016 and $6,200 in 2017.

 

Provision for Income Taxes. The Company had a tax provision of 24,000 in the first quarter of fiscal 2016 and $25,300 in the first quarter of 2017.

 

Net Income. As a result of the foregoing factors, The Company had net income of $43,000 in the first quarter of fiscal 2016 and net income of $45,000 in first quarter of 2017.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $106,000 during the first three months of fiscal year 2016 and $106,000 during the first three months of fiscal year 2017. The Company’s cash position was approximately $1,923,000.

 

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 July 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 July 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 July 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:  January 19, 2017		By:	/s/  Angelo Napolitano
			Angelo Napolitano Chairman of the Board of Directors Chief Executive Officer Principal Financial Officer