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, 2017

 

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. 13 th 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, 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 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, 2017 is 5,000,000 shares.

 

 

 

 

 

 

MILLER INDUSTRIES, INC.

FORM 10-Q

July 31, 2017

 

INDEX

 

    Page
     
PART I: FINANCIAL INFORMATION  
     
Item 1. Financial Statements  
     
  Balance Sheet as of July 31, 2017 1
     
  Balance Sheet of April 30, 2017 2
     
  Statement of Operations - Three Months Ended July 31, 2016 and 2017 3
     
  Statement of Cash Flows - Three Months Ended July 31, 2016 and 2017 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

 

  - i -  

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

July 31, 2017

(UNAUDITED)

 

    July 31, 2017  
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     968,790  
Net Book Value   $ 263,918  
Other Assets:        
Cash and Cash Equivalents   $ 2,030,699  
Accounts Receivable     1,027  
Prepaid Expenses and Other Assets     13,415  
Loan Costs, Less Accumulated Amortization of $8,230     2,505  
Deferred Tax     38,334  
Total Other Assets   $ 2,085,980  
         
TOTAL ASSETS   $ 2,349,898  
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Liabilities:        
Mortgage and Notes Payable   $ 1,015,195  
Accounts Payable and Accrued Expenses     170,368  
Income Taxes Payable     13,907  
Tenant’s Deposits and Advance Rent     108,710  
         
Total Liabilities   $ 1,308,180  
         
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     (420,384 )
         
Total Shareholders’ Equity   $ 1,041,718  
         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 2,349,898  

 

See Accompanying Notes to Financial Statements.

 

  1  

 

 

MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2017

 

    April 30, 2017  
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     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.

 

  2  

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2017 AND 2016

(UNAUDITED)

 

    7/31/17     7/31/16  
Revenues:                
Rental Income   $ 157,472     $ 149,516  
Utilities reimbursement     19,970       22,752  
Other Income     1,667       1,480  
                 
Total Revenues   $ 179,109     $ 173,748  
                 
Expenses:                
Rental Expenses (Except Interest)   $ 72,279     $ 88,333  
Administrative     11,338       12,239  
Interest     6,482       6,212  
                 
Total Expenses   $ 90,099     $ 106,784  
                 
Income (Loss) Before Tax Provision   $ 89,010     $ 66,964  
                 
Provision (Credit) for Income Tax:                
Federal Income Tax   $ 27,000     $ 22,000  
State Income Tax     4,000       3,300  
                 
Total Provision for Income Tax   $ 31,000     $ 25,300  
                 
Net Income (Loss)   $ 58,010     $ 41,664  
                 
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.

 

  3  

 

 

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2017 AND 2016

(UNAUDITED)

 

    7/31/17     7/31/16  
Cash Flows from Operating Activities:                
                 
Net Income (Loss)   $ 58,010     $ 41,664  
Adjustments to Reconcile Net Income to Net Cash     19,970       22,752  
Provided by (used for) Operating Activities:                
Depreciation     2,971       2,971  
Amortization             2,679  
Changes in Operating Assets and Liabilities     (27,068 )     69,475  
                 
Net Cash Provided by Operating Activities   $ 33,913       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   $ 22,768     $ 105,644  
                 
Cash and Cash Equivalents at the Beginning of Year     2,007,930       1,817,572  
Cash and Cash Equivalents at the End of Quarter   $ 2,030,698     $ 1,923,216  
                 
Additional Cash Flow Information:                
Cash Payments During the Year                
Interest   $ 7,753     $ 7,417  
Income Taxes   $       $ - 

 

See Accompanying Notes to Financial Statements.

 

  4  

 

 

MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JULY 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 three month period ending July 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.

 

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

 

None.

 

  5  

 

 

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

 

Results of Operations (First Quarter of 2018 Fiscal Year compared to First 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 during the first quarter of 2017 was $150,000, compared to $157,000 in the first quarter of 2018.

 

Other Income . The Company generated other income of $1,500 in the first quarter of fiscal year 2017 and $1,700 in 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 $88,000 in the first quarter of 2017 and $72,000 in the first quarter of 2018.

 

Administrative Expenses. The Company’s administrative expenses were $12,000 in the first quarter of fiscal year 2017 and $11,000 in the first quarter of fiscal year 2018.

 

Interest Expense . The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $6,200 in the first quarter of fiscal year 2017 and $6,500 in 2018.

 

Provision for Income Taxes. The Company had a tax provision of 25,300 in the first quarter of fiscal 2017 and $31,000 in the first quarter of 2018.

 

Net Income. As a result of the foregoing factors, the Company had net income of $42,000 in the first quarter of fiscal 2017 and net income of $58,000 in first quarter of 2018.

 

Liquidity and Capital Resources

 

The Company’s cash increased by $106,000 during the first three months of fiscal year 2018 and $23,000 during the first three months of fiscal year 2017. The increase in the 2018 fiscal year was due to an increase in tenant deposits and advance rent. The Company’s cash position was approximately $2,030,000.

 

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.

 

  6  

 

 

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, 2017. 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, 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 July 31, 2017.

 

  7  

 

 

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.

 

  8  

 

 

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:  November 13, 2017 By: /s/  Marc Napolitano
    Marc Napolitano
    Chief Executive Officer
    Principal Financial Officer

 

  9