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 January 31, 2018 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 January 31, 2018 is 5,000,000 shares. 

 

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

January 31, 2018

 

 

INDEX

 

		Page No.
PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Balance Sheets dated as of January 31, 2018 and April 30, 2017	2
	Statement of Operations – Three Months Ended January 31, 2018 and 2017	4
	Statement of Operations – Nine Months Ended January 31, 2018 and 2017	5
	Statement of Cash Flows – Nine Months Ended January 31, 2018 and 2017	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

  

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

  

MILLER INDUSTRIES, INC.

BALANCE SHEET

JANUARY 31, 2018

(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			974,733
Net Book Value		$	257,975
Other Assets:
Cash and Cash Equivalents		$	1,921,574
Accounts Receivable
Prepaid Expenses and Other Assets			25,548
Loan Costs, Less Accumulated Amortization of $8,767			1,968
Deferred Tax			27,459
Total Other Assets		$	1,976,549
TOTAL ASSETS		$	2,234,524
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable		$	992,905
Accounts Payable and Accrued Expenses			107,449
Tenant Deposits and Advance Rent			37,781
Income Tax Payable			674
Total Liabilities		$	1,138,809
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			(366,387	)
Total Shareholders’ Equity		$	1,095,715
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,234,524

 

See accompanying notes to financial statements.

 

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.

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2018 AND 2017

(UNAUDITED)

 

		1/31/18				1/31/17
Revenues:
Rental Income		$	108,670			$	128,416
Utility and Tax reimbursements			26,776				38,317
Other Income			1,677				1,602
Total Revenues		$	137,143			$	168,335
Expenses:
Rental Expenses (Except Interest)		$	83,501			$	89,181
Administrative			20,393				16,796
Interest			9,205				8,055
Total Expenses		$	113,099			$	114,032
Income Before Tax Provision		$	24,044			$	54,303
Provision for Income Tax:
Federal Income Tax		$	12,375			$	18,000
State Income Tax			1,000				2,200
Total Provision for Income Tax		$	13,375			$	20,200
Net Income		$	10,669			$	34,103
Income per Common Share (Basic)		$	.00			$	.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, 2018 AND 2017

(UNAUDITED)

 

		1/31/18				1/31/17
Revenues:
Rental Income		$	425,402			$	431,923
Utility and Tax reimbursements			69,926				87,946
Other Income			5,173				4,854
Total Revenues		$	500,501			$	524,723
Expenses:
Rental Expenses (Except Interest)		$	238,431			$	262,827
Administrative			54,977				40,337
Interest			23,711				21,958
Total Expenses		$	317,119			$	325,122
Income Before Tax Provision		$	183,382			$	199,601
Provision (Benefit) for Income Tax:
Federal Income Tax		$	62,375			$	68,000
State Income Tax			9,000				9,200
Total Provision for Income Tax		$	71,375			$	77,200
Net Income		$	112,007			$	122,401
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, 2018 AND 2017

(UNAUDITED)

 

		1/31/18				1/31/17
Cash Flows from Operating Activities:
Net Income		$	112,007			$	122,401
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Provision for Bad Debts
Depreciation			8,914				8,914
Amortization							7,142
Changes in Operating Assets and Liabilities			(173,842	)			(60,388	)
Net Cash Provided by Operating Activities		$	(52,921	)			78,069
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	)
Net Cash Provided by (used by) Financing Activities		$	(33,435	)		$	(33,435	)
Net Increase in Cash and Cash Equivalents		$	(86,356	)		$	44,634
Cash and Cash Equivalents at the Beginning of Year			2,007,930				1,817,572
Cash and Cash Equivalents at the End of Quarter		$	1,921,574			$	1,862,206
Additional Cash Flow Information:
Cash Payments During the Year
Interest		$	25,250			$	23,431
Income Taxes		$	42,733			$	65,577

  

See Accompanying Notes to Financial Statements.

 

  

MILLER INDUSTRIES, INC. 

NOTES TO FINANCIAL STATEMENTS 

JANUARY 31, 2018 

(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, 2018 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.

  

 

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

 

On December 22, 2017, the Tax Cuts and Jobs Act (TCTA) was enacted. The Act includes a number of changes to the existing tax code, most notably a reduction of the US corporate income tax rate from a graduated set of rates with a maximum of 35 percent to a flat rate of 21%. 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.

 

Changes in tax rates and tax laws are accounted for the in the period of enactment. Therefore the net deferred tax assets were reduced by $10,125 with a corresponding adjustment to current period tax expense for the remeasurement of the Company’s U.S. deferred tax assets. Our federal income tax expense for the periods beginning in 2018 will be based on the new rate.

 

Starting on Feb. 1, 2018 a three-year lease has been agreed upon with a third party lessee for 2,935 square feet of space. Lease terms are a total rent of $129,914 for the three years with the lease having an option to extend the lease an additional three years.

 

 

ITEM 2.

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

 

Results of Operations (Third Quarter of 2018 Fiscal Year compared to Third Quarter 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 through the third quarter of 2017 was $432,000, compared to $425,000 in the third quarter of 2018.

 

Other Income. The Company generated other income of $4,854 through the third quarter of fiscal year 2017 and $5,173 in the third quarter of 2018. 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 $263,000 through the third quarter of 2017 and $238,000 through the third quarter of 2018.

 

Administrative Expenses. The Company’s administrative expenses were $40,000 in the first three quarters of fiscal years 2017 and $55,000 for 2018.

 

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $22,000 in the first three quarters of fiscal years 2017 and $23,700 for 2018.

 

Provision for Income Taxes. The Company had a tax provision of $77,200 in the first three quarter of fiscal 2017 and $71,375 in 2018.

 

Net Income. As a result of the foregoing factors, The Company had net income of $122,500 in the first three quarters of fiscal 2017 and $112,000 in first three quarters of 2018.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $45,000 during the nine months of fiscal year 2017 compared to an decrease of $86,000 during the first nine months of fiscal year 2018. As of January 31, 2018, The Company’s cash position was approximately $1,921,000.

 

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, 2018. 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, 2018.

 

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, 2018.

  

  

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.

 

  

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