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 January 31, 1999 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
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(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.
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MILLER INDUSTRIES, INC.
FORM 10-QSB
JANUARY 31, 1999
INDEX
PAGE NO.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -
January 31, 1999 and April 30, 1998.............................. 3
Statements of Operations and (Deficit) -
Three Months Ended January 31, 1999 and 1998..................... 4
Nine Months Ended January 31, 1999 and 1998...................... 5
Statements of Cash Flows -
Nine Months Ended January 31, 1999 and 1998...................... 6
Notes to Financial Statements.................................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 9
PART II: OTHER INFORMATION
Items 1 and 2................................................................ 11
Signatures................................................................... 12
2
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MILLER INDUSTRIES, INC.
BALANCE SHEETS
AS OF JANUARY 31, 1999 AND APRIL 30, 1998
(DOLLARS IN THOUSANDS)
January 31, April 30,
1999 1998
------- -------
ASSETS
Investment Property:
Land $ 161 $ 161
Building and Improvements 898 896
Furniture and Fixtures 10 11
Tenant Improvements 25 25
Machinery and Equipment 11 11
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1,105 1,104
Less: Accumulated Depreciation (717) (717)
------- -------
388 387
Other Assets:
Cash 89 33
Inventory 13 16
Prepaid Expenses 13 9
Other Assets 10 9
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125 67
------- -------
TOTAL ASSETS $ 513 $ 454
======= =======
LIABILITIES AND SHAREHOLDERS'
(DEFICIENCY)
Liabilities:
Mortgage Payable $ 1,407 $ 1,429
Officer's Loan 50 50
Accounts Payable and
Accrued Expenses 240 209
Deposits 51 49
------- -------
TOTAL LIABILITIES 1,748 1,737
Shareholders' (Deficiency):
Preferred stock
$10 par, 250,000 shares authorized;
none issued and outstanding,
Common stock - $.05 par, 5,000,000
shares authorized, 2,982,662 shares
issued and outstanding 149 149
Paid-in capital 1,126 1,126
(Deficit) (2,559) (2,559)
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TOTAL SHAREHOLDERS' (DEFICIENCY) (1,235) (1,283)
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$ 513 $ 464
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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 JANUARY 31, 1999 AND 1998
(Dollars in Thousands Except Per Share Amounts)
(UNAUDITED)
Three Months Ended
January 31,
--------------------------
1999 1998
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REVENUES:
Rental $ 71 $ 50
Net Sales 6 12
Interest and other 10 9
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TOTAL REVENUES 87 71
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EXPENSES:
Rental and Administration 46 57
Cost of Sales 0 0
Interest Expense 34 32
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TOTAL EXPENSES 80 89
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Net (Loss) $ 7 $ (18)
=========== ===========
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
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MILLER INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND (DEFICIT)
NINE MONTHS ENDED JANUARY 31, 1999 AND 1998
(Dollars in Thousands Except Per Share Amounts)
(UNAUDITED)
Nine Months Ended
January 31,
-------------------------
1999 1998
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REVENUES:
Rental $ 217 $ 140
Net Sales 23 31
Interest and other 32 22
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TOTAL REVENUES 272 193
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EXPENSES:
Rental and Administration 128 136
Cost of Sales 6 7
Interest Expense 90 85
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TOTAL EXPENSES 224 228
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Net Income (Loss) $ 48 $ (35)
=========== ===========
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
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MILLER INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 1999 AND 1998
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
Nine Months Ended
January 31,
---------------
1999 1998
---- ----
OPERATING ACTIVITIES:
Net Income (Loss) $ 7 $(35)
Depreciation and amortization 10 10
Realized gain on sale of fixed assets 0 (2)
Changes in operating
assets and liabilities -
Receivables 0 0
Inventories (3) (9)
Prepaid expenses 4 (36)
Accounts payable 2 (10)
Accrued expenses 55 (14)
Tenants deposits 2 0
---- ----
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 77 (96)
---- ----
FINANCING ACTIVITIES:
Increase (reduction) of
long-term debt (22) 83
---- ----
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 55 (13)
---- ----
INVESTMENT ACTIVITIES:
Proceeds from property, plant and
equipment sales 0 2
---- ----
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 55 (11)
---- ----
Cash and Cash Equivalents as of
of April 30, 1999 and 1998 34 80
---- ----
Cash and Cash Equivalents as of
of January 31, 1999 and 1998 $ 89 $ 69
==== ====
The accompanying notes are an integral part of these financial statements.
6
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MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1997
(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 January 31, 1999 and April 30,
1998, and the results of operations and cash flows for the three and nine month
periods ended January 31, 1999 and 1998.
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 nine months ended January 31, 1999
and 1998, 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 1999 and 1998 are shown as
continuing operations. Prior year results have been reclassified from
discontinued operations to continuing operations.
NOTE 3 - INVENTORIES
The inventories at January 31, 1999 and at April 30, 1998 are valued at the
lower of cost (first in, first out method) or market.
7
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Inventories, by classification, at January 31, 1999 and April 30, 1998 were as
follows:
January 31, April 30,
(Thousands of dollars) 1999 1998
---- ----
---- ----
Raw Materials $ 0 $ 0
Work in process 0 0
Finished goods 13 16
---- ----
$13 $16
==== ====
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATION
For the third quarter ended January 31, 1999, the Company had rental income of
$71,000, compared with rental income of $50,000 for the same period in 1998.
Rental income was offset by rental and administrative expense of $46,000 in the
third quarter of 1999, compared to $57,000 in 1998.
During the third 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 third quarter of
1999 were $7,000 (with cost of goods sold of $0), compared to sales of $12,000
in 1998 (and cost of goods sold of $0).
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased by $55,000 during the first nine months of the 1999
fiscal year compared with a decrease of $11,000 during the first nine months of
fiscal year 1998. The increase in cash in the 1999 fiscal year was primarily due
to rental income. As of January 31, 1999, the Company's cash position was
approximately $89,000.
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.
9
<PAGE>
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.
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 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, 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 2. 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 January 31, 1999.
10
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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> 9-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 89
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 13
<CURRENT-ASSETS> 125
<PP&E> 1,105
<DEPRECIATION> 717
<TOTAL-ASSETS> 513
<CURRENT-LIABILITIES> 240
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 1,126
<TOTAL-LIABILITY-AND-EQUITY> 513
<SALES> 240
<TOTAL-REVENUES> 272
<CGS> 6
<TOTAL-COSTS> 224
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 90
<INCOME-PRETAX> 48
<INCOME-TAX> 0
<INCOME-CONTINUING> 48
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
