SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to _______________
Commission File No. 1-5926
MILLER INDUSTRIES, INC.
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(Name of Small Business Issuer 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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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b)
of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.05 Par Value
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(Title of Class)
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes _____ No __X__
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in the definitive proxy or information
statement incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $389,863.
As of October 6, 2000, the registrant had 2,982,662 outstanding shares of common
stock, $.05 par value. The aggregate market value of the common stock of the
registrant held by non-affiliates (based on the average of the closing bid and
asked prices of the common stock in the over-the-counter market as of October 6,
2000) was approximately $41,634.
<PAGE>
PART I
ITEM 1. BUSINESS
General
MILLER INDUSTRIES, INC. (the "Company") was incorporated under the laws
of the State of Florida on January 21, 1963. The administrative offices of the
Company are located at 16295 N.W. 13th Avenue, Miami, Florida 33169, and its
telephone number is (305) 621-0501.
The Company's principal business is the ownership and management of a
98,000 square feet warehouse located in Miami, Florida. See Item 2. Properties.
The Company also intends to acquire other income-generating properties to add to
the Company's portfolio. The Company's current President, Angelo Napolitano, has
extensive experience in the real estate industry, and believes that he can
provide the Company with the expertise to locate, acquire and manage attractive
properties. The Company hopes to finance the acquisition of properties through a
combination of debt from third parties (including outside lenders and seller
financing) and issuance of equity securities.
Employees
The Company had no employees during the 2000 and 1999 fiscal years.
The Company's President provides services to the Company as an
independent contractor. The Company also utilizes an independent contractor to
perform administrative and bookkeeping services.
ITEM 2. PROPERTIES
Description of Warehouse
The Company owns a one-story concrete block building located at 16295
N.W. 13th Avenue, Miami, Florida. This facility consists of 97,813 square feet,
7,000 of which is air-conditioned. The building is zoned for use as a warehouse
or light manufacturing facility. The building has a relatively low ceiling,
which has adversely affected leasing efforts.
Financing
At April 30, 2000, the building was subject to an outstanding first
mortgage in favor of a commercial bank with a principal balance of approximately
$1,400,000. In October 1999, the Company refinanced the loans with the proceeds
of a new first mortgage loan of $1,800,000 obtained from another commercial
bank. The new loan accrues interest at prime less 1/2% and is payable in 120
monthly installments of $13,600, with a balloon payment of $1,445,000 due
October 2009. The loan is secured by the Company's land and building and a
personal guarantee of the Company's chairman.
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<PAGE>
Leasing Activities
The Company continues to seek long term commercial tenants for its
building. The building is located in an industrial park which contains many
similar facilities. Current rents for such facilities range from approximately
$3.75 per square foot to approximately $5.00 per square foot and the occupancy
rate in the area is approximately 85%.
The Company has leased approximately 80% of the building, as follows:
o The Company has leased 24,000 square feet of the building under a
three year lease which commenced in January 2000. This lease provides for rent
of $11,700 per month, plus increases based on changes in the consumer price
index.
o The Company has leased 18,500 square feet under a three year lease
commencing in 1998. This lease provides for rent of $6,650 per month. This lease
contains a renewal option for an additional three year period. The tenant has
not indicated whether it intends to exercise the renewal option. Unless
exercised, this lease is scheduled to expire February, 2001.
o The Company has leased 20,000 square feet through September, 2000.
This lease provides $7,000 per month in rental income.
The Company has entered into negotiations to lease approximately 35,000
square feet, but the ultimate outcome of these negotiations cannot presently be
determined.
Insurance, Depreciation and Taxes
The Company believes that the building is adequately insured.
Depreciation is determined using the straight-line method over five to 31.5
years for tax purposes and 5 to 30 years for accounting purposes. Real estate
taxes paid for calendar year 1999 were approximately $30,200.
Business Plan
The Company's current business plan is to make strategic investments in
commercial real estate. At the present time, the Company has not developed any
specific investment policy with regard to its proposed real estate activities.
Accordingly, the Company has not established any limitations in the percentage
of assets which may be invested in any one investment or type of investments.
The Company generally intends to seek real estate assets for income-generation
purposes rather than capital gains. The Company has not developed any particular
criteria for the types of real estate in which it may invest. Accordingly, the
Company may invest in office and apartment buildings, shopping centers,
industrial and commercial properties, special purpose buildings and undeveloped
acreage. The Company believes that any such acquisitions will occur in South
Florida. The Company hopes to finance the acquisition of properties through a
combination of financing from third parties, financing from the seller and
issuance of equity securities of the Company. The Company may also invest in
real estate through partnerships or other similar vehicles. There can be no
assurance that any of these plans will be realized.
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<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Seaboard Chemical Corporation
In late 1991, the Company was identified by the North Carolina
Department of Environment, Health, and Natural Resources ("DEHNR") as a member
of a large group of companies who had shipped hazardous waste to a disposal site
owner and operated by Seaboard Chemical Corporation ("Seaboard"). Accordingly,
DEHNR issued a Notice of Responsibility to advise the Company of its liability
as a potentially responsible party ("PRP") 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 $845 on this
matter. Therefore, no accrual has been made for further costs to this point. No
determination of the estimated additional expenditures has been furnished to the
group members.
Gold Coast Oil
In 1981, the Company was named by the U.S. Environmental Protection
Agency ("EPA") as one of many potential PRPs with respect to chemical pollution
discovered at a site known as "Gold Coast Oil."
In 1988, a settlement was negotiated between the EPA and certain PRPs
including the Company which resulted in a settlement of the EPA claim. The PRPs
subsequently negotiated a settlement among themselves in which the Company
agreed to pay $50,000 of the anticipated clean up costs. The Company's insurance
carrier at the time of the alleged violations agreed to pay $45,000 of this
amount in return for a release from any future additional claims.
In January 1993, it was determined that additional funds would be
required to complete the clean up of the Gold Coast Oil site. The Company
received an assessment of $10,000 for this obligation and has included such
amount in accrued expenses in the accompanying balance sheets.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is currently traded on the over-the-counter market.
The range of the high and low bid quotations for each quarter of the past two
(2) fiscal years is as follows:
CLOSING BID CLOSING ASK
1997 HIGH LOW HIGH LOW
---- ---- --- ---- ---
MAY 1 $.02 $.02 $.06 $.06
TO
JULY 31
AUG. 1 .02 .01 .06 .04
TO
OCT. 31
NOV. 3 .01 .01 .05 .05
TO
JAN 30,
1998
1998
FEB. 2 .01 .01 .05 .05
TO
APR. 30
CLOSING BID CLOSING ASK
1998 HIGH LOW HIGH LOW
---- ---- --- ---- ---
MAY 1 $.07 $.02 $.10 $.05
TO
JULY 31
AUG. 1 .07 .05 .10 .09
TO
OCT. 31
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<PAGE>
CLOSING BID CLOSING ASK
1998 HIGH LOW HIGH LOW
---- ---- --- ---- ---
NOV. 1 .05 .03 .09 .07
TO
JAN 30,
1999
1999
FEB. 1 .03 .03 .07 .07
TO
APR. 30
CLOSING BID CLOSING ASK
1999 HIGH LOW HIGH LOW
---- ---- --- ---- ---
MAY 3 .03 03 .065 .06
TO
JULY 30
AUG. 2 .03 .03 .06 .05
TO
OCT. 29
NOV. 1 .03 .02 .05 .05
TO
JAN 31,
2000
2000
FEB. 1 .02 .02 .07 .05
TO
APR. 28
As of October 6, 2000, there were 477 holders of record of the
Company's common stock.
The Company has not paid any cash dividends during the last three
fiscal years.
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<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operation
For fiscal year 2000, the Company had rental income of $347,000,
compared with rental income of $276,000 in 1999. During 2000, approximately 80%
of the Company's warehouse was leased. Rental income was offset by rental
expense of $128,000 in 2000 compared to $140,000 in 1999.
During 2000, the Company continued to operate a hardware sales
business, in which it sells replacement parts for the sliding glass door and
window products formerly manufactured by the Company. Net sales in 2000 were
$30,000 (with cost of goods sold of $14,000), compared to sales of $29,000 in
1999 (and cost of goods sold of $13,000).
The Company's administration expenses were $46,000 in 2000, compared to
$39,000 in 1999. The increase was due to an increase in operating costs.
Liquidity and Capital Resources
The Company's cash increased by $426,000 during fiscal year 2000
compared with an increase of approximately $28,000 during fiscal year 1999. The
increase in 2000 in cash was primarily due to the refinancing of the Company's
first mortgage and additional rental income. As of April 30, 2000, the Company's
cash position was approximately $488,000.
At April 30, 2000, the Company's principal financing consisted of a
$1,788,000 loan from a third party lender, secured by a lien on the Company's
building. During October 1999, the Company refinanced the mortgage. The loan
amount totals $1,800,000 and bears interest at 1/2% below prime. It is payable
$13,595 per month for 120 months, with a balloon payment October 2009 in the
approximate amount of $1,445,000. The note is collateralized by the Company's
land and building, along with the personal guaranty of the Company's Chairman of
the Board in the amount of 50% ($900,000 at the closing date) of the mortgage
balance. The Company utilized the excess proceeds from the loan to make
additional improvements to the building, to increase its cash reserves and to
repay a $50,000 loan from the Company's chairman.
The Company's working capital remains extremely limited. The Company
believes that its working capital needs over the next twelve months will consist
of funding operating losses, routine maintenance of its building, and
alterations to the interior of the building to accommodate new tenants. The
Company believes that its existing cash reserves, and funds available from third
parties, will allow the Company 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 continue to lease the space in its
building at attractive rates.
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<PAGE>
Current Operations
The Company operates as a real estate investment and management
company. The Company currently has four tenants for its existing building and is
seeking to obtain additional commercial tenants.
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. The
Company believes that it can continue to generate positive cash flow from
operations if it is able to maintain the current level of occupancy in 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 considerable 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.
Year 2000 Compliance
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, if not corrected, many computer
applications could fail or create erroneous results by or at the year 2000. The
financial impact to the Company to ensure Year 2000 compliance, however, has not
been and is not anticipated to be material to the Company. This is because the
Company relies on certain vendors to provide it with the requisite computer
support, and such vendors expect to resolve their Year 2000 issues before the
fourth quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements and supplementary financial
schedules are attached as an exhibit to this report. See Items 14(a) and 14(b).
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
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<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as follows:
Officer Director
Name Position Since Since
---- -------- ------- --------
Angelo Napolitano President, Chief 1992 1988
Executive Officer,
and Chairman of the
Board of Directors
Each director is elected for a period of one (1) year, or until his
successor is duly elected by the shareholders. Officers serve at the will of the
Board of Directors.
Angelo Napolitano, age 64, has been President and Chief Executive
Officer of the Company since 1992. He has been a Director of the Company since
1988 and Chairman since July 1989. Mr. Napolitano is the Chairman and Chief
Executive Officer of Harnap Corp., a commercial real estate management company
which he founded in 1971. Since 1975, Mr. Napolitano has served as a director
and President of Sunshine State Industrial Park Authority, the property owners'
association for the industrial park in which the Company's building is located.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely upon a review of Forms 3, 4 and 5 furnished to the
Company, all of the Company's directors have filed reports on a timely basis.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation
paid by the Company to the Company's chief executive officer. None of the
Company's officers in fiscal 2000 received compensation in excess of $100,000.
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<PAGE>
SUMMARY COMPENSATION TABLE
Fiscal Stock
Name and Position Year Salary (1) Options
----------------- ------ ---------- -------
2000 $ 36,000 -
Angelo Napolitano, 1999 $ 36,000 -
Chief Executive Officer 1998 $ 36,000 -
-------------------------
(1) Includes management fees paid to Harnap Corp., a company controlled by
Mr. Napolitano, and director fees paid to Mr. Napolitano.
Management Agreement
In October 1992, the Company agreed to pay Harnap Corp. a monthly
management fee of $3,000. Harnap Corp. is owned and controlled by Angelo
Napolitano, the Company's Chief Executive Officer and Chairman of the Board. At
the close of the 2000 fiscal year, accrued management fees totaled $172,532. No
fees have been paid since June 1995.
Compensation of Directors
No amounts were paid to directors during the 2000 fiscal year for
services as directors.
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of management, as of October 12, 2000, the following
persons beneficially owned 5% or more of the common stock of the Company:
Amount
Name and Address of Beneficially Owned Percent of
Beneficial Owner As of March 15, 2000 Class
------------------- -------------------- ----------
Angelo Napolitano 1,131,256(1) 37.9%
1521 N.W. 165th Street
Miami, FL 33169
Elizabeth Schuldiner Revocable 182,967 6.1%
Trust u/a 3/20/90 (2)
80 West 12th Street
New York, NY 10011
Walter P. Carucci (3) 236,417 7.9%
Carucci Family Partners (3)
Carr Securities Corp. (3)
One Penn Plaza
New York, NY 10119
-------------------------
(1) Mr. Napolitano has sole voting and investment power with respect to
1,121,256 shares which he holds of record. Mr. Napolitano has shared
voting and investment power with respect to 10,000 shares which he owns
jointly with his wife, Mrs. Helen Napolitano.
(2) Based on information disclosed, as of September 8, 2000, in a Schedule
13G filed with the Securities and Exchange Commission ("SEC").
Elizabeth Schuldiner Revocable Trust u/a 3/20/90 has sole voting and
investment power with respect to the shares.
(3) Based on information disclosed, as of August 31, 2000, in a Schedule
13G filed with the SEC. Walter P. Carucci, Carucci Family Partners and
Carr Securities Corp. have identified themselves as a "group" as that
term is used in the Securities Exchange Act of 1934, as amended. Walter
P. Carucci has sole voting and investment power with respect to 76,000
shares. Carucci Family Partners has sole and investment power with
respect to 147,450 shares. Carr Securities Corp. has sole and
investment power with respect to 12,967 shares. There is no shared
voting and investment power among Walter P. Carucci, Carucci Family
Partners and Carr Securities Corp. with respect to the shares.
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<PAGE>
The shares of common stock beneficially owned by each director and by
all the executive officers and directors of the Company as a group as of March
15, 2000 were as follows:
Name of Amount Beneficially Percent of
Beneficial Owner Owned (1) Class
---------------- --------- -----
Directors and Officers 1,131,256 37.9%
as a Group (consisting
of one person)
Angelo Napolitano 1,131,256(2) 37.9%(2)
-------------------------
(1) Except as otherwise indicated, each person has sole voting and
investment power as to the listed shares.
(2) With respect to Mr. Napolitano's shares, see Note (1) to the preceding
table.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into a brokerage agreement with Napolitano
Realty Corporation ("NRC") with respect to the lease of the Company's building.
The President of NRC is the son of Mr. Angelo Napolitano, the Company's
President and Chairman of the Board. The agreement provides for a 6% commission
to be paid to NRC on sales or lease proceeds received by the Company. During
fiscal 2000, commissions in the amount of $1,572 were paid to NRC for rental
income generated by the short term leases of portions of the building. In
addition, NRC will receive commissions of $18,000, payable at the rate of $3,600
per year, for a 5-year lease which commenced in January 1995. Payment of these
commissions has been delayed by mutual agreement until the Company's cash
position improves. Accordingly, the Company's accrued expenses include $18,000
representing the unpaid balance.
In March 1998, Mr. Angelo Napolitano, the Company's President and
Chairman, loaned the Company $50,000, payable on demand. The note bears interest
at the rate of prime plus 1%, payable quarterly. This loan was repaid in the
2000 fiscal year.
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<PAGE>
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-KSB
(a) Financial Statements
Report of Independent Certified Public
Accountants
Balance Sheets As of April 30, 2000
and 1999
Statements of Operations and (Deficit) for
Years ended April 30, 2000 and 1999
Statements of Changes in Shareholders (Deficiency)
for Years ended April 30, 2000 and 1999
Statements of Cash Flows for Years ended
April 30, 2000 and 1999
Notes to Financial Statements
(b) All schedules have been omitted because they are inapplicable,
not required or the information is included elsewhere in the
financial statements or notes thereto.
(c) Exhibits
3. (A) Articles of Incorporation (Note 1)
(B) Articles of Amendment (Note 2)
(C) By-laws (Note 1)
(D) Amendment to By-laws --
Indemnification (Note 1)
(E) Amendment to By-laws --
Control Share Acquisitions (Note 5)
10. Material Contracts
(A) Profit Sharing Plan (Note 3)
(B) Stock Option Plan (Note 3)
(C) Incentive Bonus Plan (Note 3)
(D) Indemnification Agreement
with Directors (Note 4)
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<PAGE>
(E) Settlement Agreement with
Granite (Note 6)
(F) Amended, Restated and Consolidated
Promissory Note dated October 13, 1999
made by Miller Industries, Inc. in favor of
City National Bank of Florida (Note 7)
27 Financial Data Schedule (Filed Herewith)
Note 1. Incorporated by reference from the Form 10-K filed with the
Commission for the year ended April 30, 1981.
Note 2. Incorporated by reference from Form 10-K filed with the
Commission for the year ended April 30, 1985.
Note 3. Incorporated by reference from Form 10-K filed with the
Commission for the year ended April 30, 1988.
Note 4. Incorporated by reference from the Form 10-K filed with the
Commission for the year ended April 30, 1990.
Note 5. Incorporated by reference from the Form 10-K filed with the
Commission for the year ended April 30, 1993.
Note 6. Incorporated by reference from the Form 10-K filed with the
Commission for the fiscal year ended April 30, 1994.
Note 7. Incorporated by reference from the Form 10-K filed with the
Commission for the fiscal year ended April 30, 1999.
(d) Reports on Form 8-K
There were no reports on Form 8-K for the three months ended
April 30, 2000.
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized on the 12th day of October, 2000.
MILLER INDUSTRIES, INC.
/s/ Angelo Napolitano
------------------------------------------
By: Angelo Napolitano, President
and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 12th day of October, 2000.
Signature Title
--------- -----
/s/ Angelo Napolitano President, Chief Executive
--------------------- Officer, and Director
Angelo Napolitano (Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)
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<PAGE>
INDEPENDENT AUDITOR'S REPORT
Shareholders and Board of Directors
Miller Industries, Inc.
Miami, Florida
I have audited the accompanying balance sheet of Miller Industries,
Inc. as of April 30, 2000 and 1999, and the related statements of operations,
shareholders' deficiency, and cash flows for each of the two years in the period
ended April 30, 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on our audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Miller Industries,
Inc. as of April 30, 2000 and 1999 and the results of its operations and its
cash flows for each of the two years in the period ended April 30, 2000, in
conformity with generally accepted accounting principles.
As discussed in Note D to the financial statements, two tenants' leases
will expire during fiscal 2001 (October, 2000 and February, 2001) totaling
approximately 38,000 square feet. The Company has entered into negotiations to
lease approximately 35,000 square feet, but the ultimate outcome of these
negotiations cannot presently be determined.
/s/ Larry Wolfe
---------------------------
LARRY WOLFE
Certified Public Accountant
Miami, Florida
July 17, 2000
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<PAGE>
MILLER INDUSTRIES, INC.
BALANCE SHEET
APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
ASSETS
2000 1999
----------- -----------
<S> <C> <C>
Investment Property:
-------------------
Land $ 161,443 $ 161,443
Building and Improvements 909,986 898,211
Machinery and Equipment 11,106 11,106
Furniture and Fixtures 10,251 10,251
----------- -----------
Total Cost $ 1,092,786 $ 1,081,011
Less: Accumulated Depreciation 742,714 734,921
----------- -----------
Net Book Value $ 350,072 $ 346,090
----------- -----------
Other Assets:
------------
Cash $ 488,048 $ 61,610
Inventories 5,400 8,000
Prepaid Expenses and Other Assets 12,176 9,929
Deferred Lease Incentive (Net of Accumulated
Amortization - $2,739 in 2000 and $62,867
in 1999) 24,653 10,234
Loan Costs, Less Accumulated Amortization of
$1,317 and $28,539 in 2000 and 1999,
respectively 25,031 2,932
Deferred Tax Assets -- --
----------- -----------
Total Other Assets $ 555,308 $ 92,705
----------- -----------
TOTAL ASSETS $ 905,380 $ 438,795
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Liabilities:
-----------
Mortgage and Notes Payable $ 1,796,785 $ 1,456,526
Accounts Payable and Accrued Expenses 271,927 233,378
Tenant Security Deposits 73,597 51,100
----------- -----------
Total Liabilities $ 2,142,309 $ 1,741,004
----------- -----------
Shareholders' Deficiency:
------------------------
Common Stock - $.05 par, 5,000,000 shares
authorized; 2,982,662 shares issued and
outstanding $ 149,133 $ 149,133
Paid-In Capital 1,126,507 1,126,507
Deficit (2,512,569) (2,577,849)
----------- -----------
Total Shareholders' Deficiency $(1,236,929) $(1,302,209)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY $ 905,380 $ 438,795
=========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
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<PAGE>
MILLER INDUSTRIES, INC.
STATEMENT OF OPERATIONS
YEARS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Revenues:
--------
Rental Income $ 347,024 $ 275,938
Hardware Sales (Net) 29,930 29,324
Other Income 12,909 1,868
----------- -----------
Total Revenues $ 389,863 $ 307,130
----------- -----------
Expenses:
--------
Rental Expenses (Except Interest) $ 127,710 $ 140,380
Cost of Hardware Sales 14,398 12,853
Administrative 45,773 39,096
Interest 136,702 134,012
----------- -----------
Total Expenses $ 324,583 $ 326,341
----------- -----------
Income (Loss) Before Tax Provision (Credit) $ 65,280 $ (19,211)
----------- -----------
Provision for Income Tax (Credit):
---------------------------------
Federal Income Tax $ 10,491 $ --
State Income Tax 3,315 --
----------- -----------
Total Provision for Income Tax (Credit) $ 13,806 $ --
----------- -----------
Profit (Loss) Before Extraordinary Income $ 51,474 $ (19,211)
Extraordinary Income:
--------------------
Realization of Prior Years Tax Benefits 13,806 --
----------- -----------
Net Income (Loss) $ 65,280 $ (19,211)
=========== ===========
Income (Loss) per Common Share
Before Extraordinary Income $ .02 $ (.01)
Extraordinary Income -- --
----------- -----------
Net Income (Loss) $ .02 $ (.01)
=========== ===========
Average Shares of Common Stock Outstanding 2,982,662 2,982,662
=========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
-19-
<PAGE>
MILLER INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
YEARS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
------------------------------------
Profit (Loss) Before Extraordinary Income $ 51,474 $ (19,211)
Extraordinary Income 13,806 --
--------- ---------
Net Profit (Loss) $ 65,280 $ (19,211)
Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used For) Operating Activities:
Depreciation 7,793 17,956
Amortization 17,222 20,914
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Inventory 2,600 8,000
(Increase) Decrease in Prepaid Expenses and Other (2,247) 27
Increase (Decrease) in Accounts Payable and
Accruals 38,549 32,146
Increase (Decrease) in Tenant Security Deposits 22,497 2,149
--------- ---------
Net Cash Provided by Operating Activities $ 151,694 $ 61,981
--------- ---------
Cash Flows from Investing Activities:
------------------------------------
Acquisition of Property and Equipment $ (11,775) $ (3,710)
Acquisition of Deferred Lease Incentives (27,392) --
--------- ---------
Net Cash (Used by) Investing Activities $ (39,167) $ (3,710)
--------- ---------
Cash Flows from Financing Activities:
------------------------------------
Principal Payments Under Borrowings $ (84,166) $ (43,649)
Proceeds from Borrowings 424,425 13,354
Closing Costs (26,348) --
--------- ---------
Net Cash Provided (Used) by Financing Activities $ 313,911 $ (30,295)
--------- ---------
Net Increase (Decrease) in Cash and Cash
Equivalents $ 426,438 $ 27,976
Cash and Cash Equivalents
at Beginning of Year 61,610 33,634
--------- ---------
Cash and Cash Equivalents
at End of Year $ 488,048 $ 61,610
========= =========
Additional Cash Flow Information:
Cash Payments During the Year
Interest $ 141,031 $ 134,263
========= =========
Income Taxes $ -- $ --
========= =========
</TABLE>
See Accompanying Notes to Financial Statements.
-20-
<PAGE>
MILLER INDUSTRIES, INC.
STATEMENT OF SHAREHOLDERS' DEFICIENCY
YEARS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
Common Stock
Additional
Shares Paid-In
Issued Amount Capital (Deficit)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at April 30, 1998 2,982,662 $ 149,133 $ 1,126,507 $(2,558,638)
Net Loss - 1999 -- -- -- (19,211)
----------- ----------- ----------- -----------
Balance at April 30, 1999 2,982,662 $ 149,133 $ 1,126,507 $(2,577,849)
Net Income - 2000 -- -- -- 65,280
----------- ----------- ----------- -----------
Balance at April 30, 1999 2,982,662 $ 149,133 $ 1,126,507 $(2,512,569)
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
-21-
<PAGE>
MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000 AND 1999
NOTE A - Summary of Significant Accounting Policies
1. Nature of Business -
Miller Industries, Inc., a Florida corporation, currently and since
August 1991, has been engaged in the ownership and management of 98,000
square feet of offices and ware- house located in Miami, Florida.
During August 1991, the Company discontinued its operations of
manufacturing of aluminum windows and doors pursuant to a plan of
reorganization.
2. Inventories -
Inventories are valued at the lower of cost or market, with cost
generally determined on a first-in, first-out basis and market based
upon the lower of replacement cost or realizable value. Inventories
consisted of the following amounts:
2000 1999
-------- ---------
Finished Hardware $ 5,400 $ 8,000
======= ========
3. Investment Property -
Investment property is carried at cost. The Company calculates
depreciation under the straight-line method at annual rates based upon
the estimated service lives of each type of asset. These service lives
are generally as follows:
Building and Improvements 10 to 30 years
Machinery and Equipment 7 years
Furniture and Fixtures 7 years
Real property and equipment, with an original cost of approximately
$719,000, have been fully depreciated at April 30, 2000.
4. Intangibles -
Deferred lease incentive and loan costs are carried at cost. The
Company amortizes these assets on a straight line basis up to 10 years.
5. Income Taxes -
The Company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes". Under SFAS 109, deferred tax assets
and liabilities are determined based on differences between the
financial reporting and tax basis of assets and liabilities and are
measured by applying enacted tax rates and laws to taxable years in
which such differences are expected to reverse.
-22-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
6. Income (Loss) Per Share -
Income (loss) per share is computed based upon the weighted average
number of common shares outstanding during each year.
7. Cash -
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
8. Financial Instruments -
The carrying amounts of cash and cash equivalents, other assets,
accounts payable, and debt approximate fair value.
9. Concentrations of Credit Risk -
The Company is subject to credit risk arising from the concentration of
its temporary cash investments. Most of the Company's temporary cash
investments are concentrated with a single financial institution. This
institution, however, has a high credit rating.
10. Revenue Recognition -
Rental income recognition is based upon the underlying lease
provisions. Hardware sales are recognized upon shipment of goods to
customers.
11. Environmental Cleanup Matters -
The Company expenses environmental expenditures related to existing
conditions resulting from past or current operations and from which no
current or future benefit is discernable. The Company determines its
liability on a site-by-site basis and records a liability at the time
when it is probable and can be reasonably estimated.
12. 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 consolidated
financial statements and related notes to the financial statements.
Changes in such estimates may affect amounts reported in future
periods.
13. Reclassifications -
Certain prior year amounts have been reclassified to conform with the
current year presentation.
-23-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
14. Impairment of Long-Lived Assets -
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of", was issued. Statement 121 requires that
long-lived assets and certain intangibles to be held and used or
disposed of by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company adopted this statement and
determined that no impairment loss need be recognized at this time.
15. Recent Pronouncements in Accounting Standards -
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 "Earnings Per
Share" and Statement of Financial Accounting Standards No. 129
"Disclosure of Information About Capital Structure" which are both
effective for fiscal years beginning after December 15, 1997. SFAS No.
128 simplifies the current required calculation of earnings per share
("EPS") under APB No. 15, "Earnings per Share", by replacing the
existing calculation of primary EPS with a basic EPS calculation. It
requires a dual presentation for complex capital structures of basic
and diluted EPS on the face of the income statement and requires a
reconciliation of basic EPS factors to diluted EPS factors. SFAS No.
129 requires disclosure of the Company's capital structure.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income", which is effective for fiscal years beginning after December
15, 1997. SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components in a full set of
general purpose financial statements which requires the Company to (i)
classify items of other comprehensive income by their nature in a
financial statement and (ii) display the accumulated balance of other
comprehensive income separately from retained earnings and additional
paid-in-capital in the equity section of the balance sheet. The
adoption of this standard does not have an effect on the Company's
reported net earning (loss) for fiscal 2000 and 1999 as Miller has no
additional comprehensive income under the statement.
Also in June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131 "Disclosures About
Segments of an Enterprise and Related Information", which is effective
for fiscal years beginning after December 15, 1997. SFAS No. 131
supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
Enterprise", and amends SFAS No. 94, "Consolidation of All Majority-
Owned Subsidiaries". SFAS No. 131 requires annual financial statements
to disclose information about products and services, geographic areas,
and major customers based on a management approach, along with interim
reports. The management approach requires disclosing financial and
descriptive information about an enterprise's reportable operating
segments based on reporting information the way management organizes
the
-24-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
segments for making business decisions and assessing performance. It
also eliminates the requirement to disclose additional information
about subsidiaries that were not consolidated. This new management
approach may result in more information being disclosed than presently
practiced and require new interim information not previously presented.
To the extent practicable the Company plans to adopt the above SFAS's
and expects no material impact to the Company's financial reporting or
presentation.
In March 1998, the AICPA issued Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use". SOP 98-1 establishes criteria for determining which
costs of developing or obtaining internal-use computer software should
be charged to expense and which should be capitalized. The Company's
adoption of SOP 98-1 will not have a significant effect on its
financial position or results of operations.
In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities". SOP 98-5 establishes standards for the reporting
and disclosure of start-up costs. The Company's adoption of SOP 98-5
will not have a significant effect on its financial position or results
of operations.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities"
which is effective for fiscal years beginning after June 15, 2000. The
Company's future adoption of SFAS No. 133 is not expected to have a
significant effect on its financial position or results of operations.
NOTE B - Mortgage and Notes Payable
Principal balances outstanding and details of notes payable are
summarized as follows:
1. Mortgage Payable -
2000 1999
------------- -------------
9% (1/2% above prime) note payable,
collateralized by mortgage on land and
building, along with the personal
guaranty of the Company's Chairman of the
Board in the amount of $800,000. The note
is payable in monthly installments of
$13,285 (including interest) with a final
payment of approximately $1,385,174 due
September 1999. $ -- $ 1,399,337
7 3/4% (1/2% under prime) note payable,
collateralized by mortgage on land and
building, improvements, personal
property, collateral assignment of all
rents and leases, along with the personal
guaranty of the Company's Chairman of the
Board to 50% of all sums due under the
loan. In addition, the guarantor shall
indemnify lendor from any and all
liability which may result from the
environmental condition of the property.
The note is payable in monthly install-
ments of $13,595 (including interest)
with a final payment of approximately
$1,444,578 due October 2009. 1,787,982 --
-25-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
2000 1999
------------- -------------
2. Stockholder Note -
9% (1% above prime) unsecured demand note
payable to the Company's Chairman of the
Board -- 50,000
3. Insurance Premium Note Payable -
9% insurance premium financing, payable
in monthly installments of $1,224
(including interest) through October 2000
8,803 7,189
Total Notes Payable $ 1,796,785 $ 1,456,526
============= =============
Payments of principal required on the foregoing debt are as follows:
Fiscal Year
Ending
-----------
2001 $ 34,260
2002 27,508
2003 29,717
2004 32,104
2005 34,682
Thereafter 1,638,514
----------
Total $1,796,785
==========
Land, buildings and improvements, and insurance policies with an
approximate cost of $1,094,000 and an approximate net book value of
$362,000 are pledged as collateral for these obligations.
NOTE C - Income Taxes
The provision (credit) for income taxes consists of the following:
2000 1999
------- -------
Federal $10,491 $(6,172)
State 3,315 (1,057)
------- -------
Subtotal $13,806 $(7,229)
Less: Company tax benefits dependent upon
future taxable earnings and not
recognized at this time -- 7,229
------- -------
Total $13,806 $ -0-
======= =======
-26-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Current $ 15,208 $ (70)
Deferred (1,402) (7,159)
----------- -----------
Subtotal $ 13,806 $ (7,229)
Less: Company tax benefits not recognized
at this time -- 7,229
----------- -----------
Total $ 13,806 $ -0-
=========== ===========
</TABLE>
Deferred income taxes arise primarily due to temporary differences in
recognizing certain revenues and expenses for tax purposes, the required use of
extended lives for calculation of depreciation for tax purposes, and the
expected use of tax loss carryforwards in future periods. The components of the
net deferred tax asset at March 31, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Properties and Equipment principally due to
depreciation $ 54,758 $ 52,905
Net operating loss carryforwards 973,702 1,000,057
----------- -----------
Total gross deferred tax assets $ 1,028,460 $ 1,052,962
Less: Valuation allowance (1,028,460) (1,052,962)
----------- -----------
Net Deferred Tax Asset $ -- $ --
=========== ===========
</TABLE>
A valuation allowance is provided to reduce the deferred tax assets to
a level which, more likely than not, will be realized. The net deferred assets
reflect management's assessment of the amount which will be realized from future
taxable earnings or alternative tax strategies. The valuation allowance was
decreased by approximately $24,500 for 2000.
At March 31, 2000, the Company had approximately $2,590,000 of Federal
and State net operating loss carryforwards available to offset future taxable
income. The State loss carryforwards of approximately $2,590,000 is available
indefinitely. The Federal net operating loss carryforwards of a similar amount
will expire as follows:
2002 $ 178,000
2005 76,000
2006 641,000
2007 1,083,000
2008 206,000
2009 132,000
2011 100,000
2012 68,000
2013 105,800
2019 200
----------
Total $2,590,000
==========
At March 31, 2000, the Company had alternative minimum tax credit
carryforwards of approximately $3,500 which my be carried forward indefinitely.
-27-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
Total Federal tax expense (credit) for years ended April 30, 2000 and
1999 differed from the amount computed by applying the U.S. federal income tax
rate of 34% to income (loss) from continuing operations before income tax for
the following reasons:
<TABLE>
<CAPTION>
2000 1999
-------------------- -------------------
Per cent Per cent
of Pre-Tax of Pre-Tax
Income Income
Amount (Loss) Amount (Loss)
-------- ----- --------- -----
<S> <C> <C> <C> <C>
Income (loss) before provision (credit) for
income taxes $ 65,280 100 % $ (19,211) 100 %
-------- ----- --------- -----
Computed expected tax expense (credit) $ 22,195 34 % $ (6,532) (34)%
Federal tax (benefit) of State Income Tax (1,127) (2) 360 2
Sur Tax Exemption (10,577) (16) -- --
-------- ----- --------- -----
Sub-total $ 10,491 16 % $ (6,172) (32)%
Less: Tax benefits not recognized for
financial reporting purposes -- -- 6,172 32
-------- ----- --------- -----
Actual Federal income tax expense
(credit) $ 10,491 16 % $ -- -- %
======== ===== ========= =====
</TABLE>
NOTE D - Rental Income
The Company leased offices and warehouse space for distribution during
fiscal 2000 to four unrelated third parties under leases with varying maturities
through 2005. Rental income approximated $347,000 and $276,000 for fiscal 2000
and 1999, respectively. Rental income from three of the Company's tenants
amounted to 86% and 92% of total rental income in 2000 and 1999, respectively.
Future minimum rental income under non-cancelable leases, excluding
cost of living adjustments are as follows:
2001 $ 304,000
2002 206,000
2003 178,000
2004 91,000
2005 31,000
-----------
Total $ 810,000
===========
As indicated above, certain tenant leases (2) expire during fiscal
2001. One lease for approximately 20,000 square feet will expire October, 2000,
and the second lease for approximately 18,000 square feet is scheduled to expire
February, 2001. The second lease contains a renewal option
-28-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
for an additional three year period. At the writing of this report, the tenant
has not advised management whether they intend to exercise their renewal option.
The approximate annual rental income that will terminate during October, 2000 is
$83,000. The approximate annual rental income that may terminate during
February, 2001 is $80,000. Management is currently in negotiation to lease
approximately 35,000 square feet, but cannot, at this time, predict the ultimate
outcome of these negotiations.
NOTE E - Rental Expenses (Except for Interest)
Rental expenses consisted of:
2000 1999
-------- --------
Depreciation and Amortization $ 25,016 $ 38,870
Leasing Expenses 3,143 8,203
Insurance 12,315 12,579
Management Fees 36,000 36,000
Outside Services 7,258 4,500
Repairs and Maintenance 10,998 7,023
Utilities 3,728 7,154
Taxes 29,252 26,051
Totals $127,710 $140,380
======== ========
NOTE F - Administrative Expenses
Administrative expenses consisted of:
2000 1999
-------- --------
Accounting and Legal $ 24,414 $ 21,180
Contract Labor 2,844 318
Office Supplies/Postage/Other 2,183 2,194
Stockholders' Expenses 12,698 12,395
Telephone 3,634 3,009
-------- --------
Totals $ 45,773 $ 39,096
======== ========
NOTE G - Related Party Transactions
1. Management fees in the amount of $36,000 per year were incurred by the
Company for 2000, 1999 and previous years to Harnap Corp., which is
controlled by the Chairman of the Board of Miller Industries, Inc.
Included in accounts payable is approximately $173,000 and $137,000 for
2000 and 1999, respectively owed to Harnap Corp. In addition, Harnap
Corp. was reimbursed by the Company during 2000 for out-of-pocket
repairs and other expenses in the amount of $4,000.
2. The Company incurred real estate leasing services from Napolitano
Realty Corporation that is considered to be a related party for fiscal
2000, 1999 and previous years. Leasing services approximated $1,600 and
$8,000 for 2000 and 1999, respectively. Included in accounts payable
and accrued expenses is approximately $18,000 for 2000 and 1999,
respectively owed to Napolitano Realty Corporation.
-29-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
NOTE H - Commitments, Contingencies, Subsequent Events and Other Matters
1. Environmental Matters -
During 1991, the Company was named by the North Carolina Department of
Environmental, Health and Natural Resources as one of many Potentially
Responsible Parties ("PRPs") for the closure and clean-up of a bankrupt
Environmental Protection Agency ("EPA") approved hazardous waste
processing facility in Jamestown, North Carolina. Over 1,000 of the
PRPs, including the Company, have formed the Seaboard Group II for the
purpose of limiting their exposure with respect to the site. To date,
the Company has incurred approximately $200 in costs with respect to
this site. However, the Company is unable to determine what its total
costs might be, and no accruals have been made for future clean-up
liability at this site.
In 1981, the Company was named by the EPA as one of many PRPs with
respect to chemical pollution discovered at a site known as "Gold Coast
Oil". In 1988, a settlement was negotiated between the EPA and certain
PRPs including the Company which resulted in a consent order in
settlement of the EPA claim. The PRPs subsequently negotiated a
settlement among themselves to raise the funds necessary to perform
specified cleanup activities. To date, all but $15,000 of the Company's
commitment has been covered by its insurance carrier, and clean-up
operations are progressing at the site. The Company has accrued $10,000
for the estimated additional costs to complete the clean-up which is
included in accrued expenses in the accompanying balance sheets.
2. Year 2000 Compliance -
In fiscal 1999, the Company took steps to examine the Company's
potential exposure to business interruption due to possible year 2000
computer and software failures. Since the Company does not maintain any
of its systems on computers or hardware owned by Miller Industries,
Inc., the Company had no costs of year 2000 remediation. The Company
did not experience any significant disruptions as a result of the
century change.
3. Subsequent Events -
The Company expects to spend approximately $30,000 for building
improvements during fiscal 2001 to attract additional tenants. Partial
re-roofing of the building may be required during fiscal 2001/2002 at
an approximate cost of $80,000.
NOTE I - Litigation
An attorney, whom the Company has a judgement against, has filed a
complaint against Miller Industries, Inc. for malicious abuse of
process, defamation and interference with economic relationships.
-30-
<PAGE>
Miller Industries, Inc.
Notes to Financial Statements
The parties are currently conducting discovery, and management is
unable to predict its outcome at this time. An award, if any, in excess
of the insurance coverage would be the responsibility of the Company.
The Company is involved in other legal actions arising in the normal
course of business. Management is of the opinion that their outcome
will not have a significant effect on the Company's financial position.
-31-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
27 Financial Data Schedule
-32-
