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 October 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
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(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.
<PAGE>
MILLER INDUSTRIES, INC.
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FORM 10-QSB
OCTOBER 31, 1998
INDEX
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PAGE NO.
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -
October 31, 1998 and April 30, 1998......................... 3
Statements of Operations and (Deficit) -
Three Months Ended October 31, 1998 and 1997................ 4
Six Months Ended October 31, 1998 and 1997.................. 5
Statements of Cash Flows -
Six Months Ended October 31, 1998 and 1997.................. 6
Notes to Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 9 & 10
PART II: OTHER INFORMATION
Items 1 to 3.......................................................... 11
Signatures............................................................ 12
2
<PAGE>
MILLER INDUSTRIES, INC.
BALANCE SHEETS
AS OF OCTOBER 31, 1998 AND APRIL 30, 1996
(DOLLARS IN THOUSANDS)
---------------------------------
October 31, April 30,
1998 1996
----------- ---------
ASSETS
Investment Property:
Land $ 161 $ 161
Building and Improvements 896 896
Furniture and Fixtures 10 11
Tenant Improvements 25 25
Machinery and Equipment 11 11
------ ------
1,103 1,104
Less Accumulated Depreciation (717) (717)
------ -------
386 387
Other Assets:
Cash 80 33
Inventory 13 16
Prepaid Expenses 3 9
Other Assets 10 9
------ -----
106 67
------ -----
TOTAL ASSETS $ 492 $ 454
====== ======
LIABILITIES AND SHAREHOLDERS'
(DEFICIENCY)
- -----------------------------
Liabilities:
Mortgage Payable Officer's Loan $1,415 $1,429
----------------
Accounts Payable and 50 50
Accrued Expenses 214 209
Deposits 56 49
------ ------
TOTAL LIABILITIES 1,735 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) (2,559) (2,559)
------ ------
TOTAL SHAREHOLDERS' (DEFICIENCY) (1,242) (1,283)
------ ------
$ 468 $ 454
====== ======
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
MILLER INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND (DEFICIT)
THREE MONTHS ENDED OCTOBER 31, 1998 AND 1997
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
---------------------------------
Three Months Ended
October 31,
------------------------------
1998 1997
---------- ---------
REVENUES:
Rental $ 83 $ 43
Net Sales 8 8
Interest and other 11 7
--------- ---------
TOTAL REVENUES 102 58
--------- ---------
EXPENSES:
Rental and Administration 42 39
Cost of Sales 6 7
Interest Expense 34 32
--------- ---------
TOTAL EXPENSES 82 78
--------- ---------
(Loss) Continuing Operations 20 (20)
Net (Loss) $ 20 $ (20)
========= =========
EARNINGS PER COMMON SHARE: $ .01 $ (.01)
========= =========
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
<PAGE>
MILLER INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND (DEFICIT)
SIX MONTHS ENDED OCTOBER 31, 1998 AND 1997
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
---------------------------------
Six Months Ended
October 31,
----------------------------
1998 1997
--------- ---------
REVENUES:
Rental $ 146 $ 89
Net Sales 17 19
Interest and other 22 14
--------- ---------
TOTAL REVENUES 185 122
--------- ---------
EXPENSES:
Rental and Administration 82 79
Cost of Sales 6 7
Interest Expense 56 53
--------- ---------
TOTAL EXPENSES 144 139
(Loss) Continuing Operations 41 (17)
Net Income (Loss) $ 41 $ (17)
========= =========
EARNINGS PER COMMON SHARE: $ .01 $ (.01)
========= =========
Shares used in computing earnings
per share 2,982,662 2,982,662
========= =========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
MILLER INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 1998 AND 1997
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
------------------------------
Six Months Ended
October 31,
----------------------------
1998 1997
--------- --------
OPERATING ACTIVITIES:
Net Income (Loss) $ 41 $ (17)
Depreciation and amortization 7
Realized gain on sale of fixed assets 0 1
Changes in operating
assets and liabilities -
Receivables 0 0
Inventories (3) (8)
Prepaid expenses (7) 0
Accounts payable 26 (12)
Accrued expenses (4) (6)
Tenants deposits (7) 0
--------- --------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 53 (35)
--------- --------
FINANCING ACTIVITIES:
Increase (reduction) of
long-term debt (7) 79
--------- --------
INVESTMENT ACTIVITIES:
Proceeds from property, plant and
equipment sales 0 1
--------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 46 45
--------- --------
Cash and Cash Equivalents as of
of April 30, 1998 and 1997 34 80
--------- --------
Cash and Cash Equivalents as of
of October 31, 1998 and 1997 $ 80 $ 125
========= ========
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 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 October 31, 1998, and April 30,
1998, and the results of operations and cash flows for the three and six month
periods ended October 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 and six months ended October 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 October 31, 1998 and at April 30, 1998 are valued at the
lower of cost (first in, first out method) or market.
7
<PAGE>
Inventories, by classification, at October 31, 1998 and April 30, 1998 were as
follows:
October 31, April 30,
(Thousands of dollars) 1998 1998
----------- ---------
Raw Materials $ 0 $ 0
Work in process 0 0
Finished goods 13 16
------- ------
$ 13 $ 16
======= ======
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATION
For the second quarter ended October 31, 1998, the Company had rental income of
$83,000, compared with rental income of $43,000 for the same period in 1997.
Rental income was offset by rental and administrative expense of $42,000 in the
second quarter of 1998, compared to $39,000 in 1997.
During the second 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 second quarter of
1998 were $7,800 (with cost of goods sold of $6,000), compared to sales of
$8,000 in 1997 (and cost of goods sold of $7,000).
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased by $47,000 during the first six months of the 1998
fiscal year compared with an increase of $45,000 during the first six months of
fiscal year 1997. The increase in cash in 1998 was primarily due to increased
rental income. As of October 31, 1998, the Company's cash position was
approximately $80,000.
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
include 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.
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.
9
<PAGE>
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
In September 1991, the Company was identified by the North Carolina Department
of Environmental, Health and Natural Resources ("DEHNR") as one of a number of
generators of hazardous material which had been shipped to a site (the "Site")
owned by the Seaboard Chemical Corp. ("Seaboard"). Accordingly, DEHNR issued to
the Company a notice of responsibility advising of its liability as a potential
responsible party with respect to the Site.
Seaboard had operated the Site in Jamestown, North Carolina for the storage,
treatment and disposal of hazardous waste materials for the period from 1976 to
1989. Operations at the Site ceased in 1989 when Seaboard declared bankruptcy.
Beginning in 1990, the bankruptcy trustee for Seaboard attempted to close the
Site in accordance with the terms of the Resource Conservation and Recovery Act
("RCRA"). However, insufficient funds were available to allow the trustee to
complete this work. As a result, the Federal Environmental Protection Agency
(the "EPA") and the DEHNR advised the trustee that if the clean up work were not
completed, either one or both of the agencies would complete the work and would
sue the responsible parties to recover the costs involved. To avoid the
possibility of this lawsuit, in October 1991, the Company entered into an
agreement with other responsible parties to form a group to complete the Site
clean up work. Over the next two years, the necessary steps were taken to
complete the clean up of the surface contamination of the Site. In 1994, the
Company joined a group to complete the groundwater clean up ("Phase II"). Phase
II was to begin as soon as a satisfactory plan was approved by the concerned
authorities. To date, the Company has been required to expend only a minimal
amount on this matter.
ITEM 3. 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 October 31, 1998.
10
<PAGE>
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
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Angelo Napolitano
Chairman of the Board of Directors
Chief Executive Officer
Principal Financial Officer
11
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> NOV-30-1998
<CASH> 80
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 13
<CURRENT-ASSETS> 106
<PP&E> 1,103
<DEPRECIATION> 713
<TOTAL-ASSETS> 492
<CURRENT-LIABILITIES> 264
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 1,126
<TOTAL-LIABILITY-AND-EQUITY> 468
<SALES> 163
<TOTAL-REVENUES> 185
<CGS> 6
<TOTAL-COSTS> 144
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 20
<INTEREST-EXPENSE> 34
<INCOME-PRETAX> 41
<INCOME-TAX> 0
<INCOME-CONTINUING> 41
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
