SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1998 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.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-0996356
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
16295 N.W. 13TH AVE., MIAMI, FLORIDA 33169
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(Address of Principal Executive Offices)
(305) 621-0501
----------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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 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 X
The number of shares outstanding of each of the issuer's classes of common
stock, par value $.05 per share, as of March 15, 2000 is 2,982,662 shares.
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MILLER INDUSTRIES, INC.
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FORM 10-QSB
JULY 31, 1998
INDEX
PAGE NO.
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -
July 31, 1998 and April 30, 1998................................ 3
Statements of Operations and (Deficit) -
Three Months Ended July 31, 1998 and 1997....................... 4
Statements of Cash Flows -
Three Months Ended July 31, 1998 and 1997....................... 5
Notes to Financial Statements................................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 8
PART II: OTHER INFORMATION
Items 1 to 6.............................................................. 10
Signatures................................................................ 11
2
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MILLER INDUSTRIES, INC.
BALANCE SHEETS
AS OF JULY 31, 1998 AND APRIL 30, 1998
(Dollars in Thousands)
---------------------------------
July 31, April 30,
1998 1998
-------- ------
ASSETS
- ------
Investment Property:
Land $ 161 $ 161
Building and Improvements 896 896
Furniture and Fixtures 11 11
Tenant Improvements 25 25
Machinery and Equipment 11 11
------ -------
1,104 1,104
Less Accumulated Depreciation (717) (717)
------ ------
387 387
Other Assets:
Cash 42 33
Inventory 16 16
Prepaid Expenses 6 9
Other Assets 10 9
------ -----
74 69
------ -----
TOTAL ASSETS $ 461 $ 454
====== ======
LIABILITIES AND SHAREHOLDERS'
(DEFICIENCY)
- -----------------------------
Liabilities:
Mortgage Payable $1,422 $1,429
Officer Loan 50 50
Accounts Payable and
Accrued Expenses 250 209
Deposits 49 49
------ ------
TOTAL LIABILITIES 1,771 1,737
Shareholders' (Deficiency):
Preferred stock
$10 par, 250,000 shares authorized;
none issued and outstanding,
Common stock - $.05 par, 5,000,000
shares authorized, 2,982,662 shares
issued and outstanding 149 149
Paid-in capital 1,126 1,126
(Deficit) (2,536) (2,559)
------ ------
TOTAL SHAREHOLDERS' (DEFICIENCY) (1,261) (1,283)
------ ------
$ 461 $ 454
====== ======
The accompanying notes are an integral part of these financial statements.
3
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MILLER INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND (DEFICIT)
THREE MONTHS ENDED JULY 31, 1998 AND 1997
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
---------------------------------
Three Months Ended
July 31,
---------------------------
1998 1997
--------- ---------
REVENUES:
Rental $ 64 $ 46
Net Sales 9 11
Interest and other 10 7
--------- ---------
TOTAL REVENUES 83 64
--------- ---------
EXPENSES:
Rental and Administration 38 40
Cost of Sales 1 1
Interest Expense 22 21
--------- ---------
TOTAL EXPENSES 61 62
--------- ---------
Net Income (Loss) $ 22 $ 2
========= =========
EARNINGS PER COMMON SHARE: $ .01 $ .00
========= =========
Shares used in computing earnings
per share 2,982,662 2,982,662
========= =========
The accompanying notes are an integral part of these financial statements.
4
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MILLER INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 1998 AND 1997
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
---------------------------
Three Months Ended
July 31,
------------------------------
1998 1997
--------- --------
OPERATING ACTIVITIES:
Net Income (Loss) $ 22 $ 2
Depreciation and amortization 7 7
Realized gain on sale of fixed assets 0 0
Changes in operating
assets and liabilities -
Receivables 0 0
Inventories (11) (6)
Prepaid expenses (4) (1)
Accounts payable 9 18
Accrued expenses (24) 4
Tenants deposits 16 0
--------- --------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 15 24
FINANCING ACTIVITIES:
Reduction of long-term debt (7) (19)
--------- --------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 8 5
--------- --------
INVESTMENT ACTIVITIES:
Proceeds from property, plant and
equipment sales 0 0
--------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 8 5
--------- --------
Cash and Cash Equivalents as of
of April 30, 1997 and 1996 34 80
--------- --------
Cash and Cash Equivalents as of
of July 31, 1997 and 1996 $ 42 $ 85
========= ========
The accompanying notes are an integral part of these financial statements.
5
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MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1998
(UNAUDITED)
NOTE 1 - GENERAL
In the opinion of the Company, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of July 31, 1998 and April 30, 1998
and the results of operations and cash flows for the three month periods ended
July 31, 1998 and 1997.
Balance sheet information as of April 30, 1998, is derived from the audited
balance sheet as of April 30, 1998 contained in the Company's Annual Report on
Form 10-KSB.
The results of operations for the three months ended July 31, 1998 and 1997, are
not necessarily indicative of the results to be expected for the full year.
All footnotes and disclosures required under generally accepted accounting
principles are not shown in this report.
See the Company's notes to financial statements contained in its Annual Report
on Form 10-KSB, for the year ended April 30, 1998, for disclosure of significant
accounting policies and pertinent disclosures.
NOTE 2 - OPERATIONS
During its 1992 fiscal year, the Company discontinued its Mildoor sliding glass
door and window operations. These activities comprised the Company's only
business unit. However, effective September 15, 1994, the Company refinanced its
mortgage debt, which allowed the Company to continue to operate in a new type of
business. This consisted of leasing its building to third parties. Consequently,
the results of the Company's operations for fiscal 1998 and 1997 are shown as
continuing operations. Prior year results have been reclassified from
discontinued operations to continuing operations.
NOTE 3 - INVENTORIES
The inventories at July 31, 1998 and at April 30, 1998 are valued at the lower
of cost (first in, first out method) or market.
6
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Inventories, by classification, at July 31, 1998 and April 30, 1998 were as
follows:
July 31, April 30,
(Thousands of dollars) 1998 1998
---------- ---------
Raw Materials $ 0 $ 0
Work in process 0 0
Finished goods 16 16
---------- --------
$ 16 $ 16
========== ========
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATION
For the first quarter ended July 31, 1998, the Company had rental income of
$64,000, compared with rental income of $46,000 for the same period in 1997.
Rental income was offset by rental and administrative expense of $38,000 in the
first quarter of 1998, compared to $40,000 in 1997.
During the first quarter of 1998, the Company continued to operate a hardware
sales business, in which it sells replacement parts for the sliding glass door
and window products formerly sold by the Company. Sales in the first quarter of
1998 were $9,000 (with cost of goods sold of $1,000), compared to sales of
$11,000 in 1997 (and cost of goods sold of $1,000).
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased by $8,000 during the first three months of the 1998
fiscal year compared with an increase of $5,000 during the first three months of
fiscal year 1997. The increase in cash in 1998 was primarily due to increased
rental income. As of July 31, 1998, the Company's cash position was
approximately $42,000.
The Company's working capital remains extremely limited. The Company intends to
generate cash flow by leasing its building and continuing hardware sales. The
Company believes that its working capital needs over the next twelve months will
consist of routine maintenance of its building, and alterations to the interior
of the building to accommodate new tenants. The Company believes that it has
enough cash to continue operations at their current level for at least 12 more
months. However, the Company's long term prospects ultimately depend on the
Company's ability to lease the remainder of its building at attractive rates.
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 new mortgage loan, real estate taxes and insurance. The
Company believes that it can generate positive cash flow from operations if it
is able to find additional tenants for the building. However, at the present
time, the Company does not receive enough in lease payments to cover its
expenses.
The Company's business plan also contemplates the acquisition of additional
income-producing properties. The Company hopes to acquire such properties
through a combination of financing from third parties, seller financing and
issuance of the Company's equity securities.
8
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The Company's business plan is subject to significant uncertainty. There can be
no assurance that the Company will be able to obtain a sufficient number of
additional tenants in order to fully lease its existing building and to meet its
debt service requirements and operating expenses. Furthermore, there can be no
assurance that the Company will be able to locate or acquire suitable properties
in order to expand its holdings of real property.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
SEABOARD CHEMICAL CORPORATION
Since September of 1991, the Company has been involved in the clean-up
of a hazardous waste site located in Jamestown, North Carolina. The first phase
of this work was completed in early 1994. Shortly after that time, the Company
joined a new group which was to begin work on the groundwater clean-up of this
site ("Phase II"). To date, the Company has only been required to provide
minimal amounts for the financing of this operation. Therefore, no accrual has
been made for this situation since it now appears that no large assessment will
be made on the Company for future operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A - Exhibits
27.1 - Financial Data Schedule
B - Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended July 31, 1998.
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.
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(Registrant)
Date: May 12, 2000 /S/ ANGELO NAPOLITANO
-----------------------
Angelo Napolitano
Chairman of the Board of Directors
Chief Executive Officer
Principal Financial Officer
9
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> JUL-31-1998
<CASH> 42
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 16
<CURRENT-ASSETS> 74
<PP&E> 1,104
<DEPRECIATION> 717
<TOTAL-ASSETS> 461
<CURRENT-LIABILITIES> 250
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 1,126
<TOTAL-LIABILITY-AND-EQUITY> 461
<SALES> 73
<TOTAL-REVENUES> 83
<CGS> 1
<TOTAL-COSTS> 61
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22
<INCOME-PRETAX> 22
<INCOME-TAX> 0
<INCOME-CONTINUING> 22
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
