UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 1, 2000
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. 0-14651
MILLER BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3228778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
58120 County Road 3 South
Elkhart, Indiana 46517
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 295-1214
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 Per Share
(Title of class)
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. (x) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (x)
Aggregate market value of voting stock held by non-affiliates of the registrant,
based on the closing price of the Common Stock as reported by the National
Association of Securities Dealers' Automated Quotation Systems, on September 1,
2000: $22,585,111.
As of September 1, 2000, the Registrant had 3,074,092 shares of Common Stock
outstanding.
This Report contains certain statements that are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended. Those statements are
dependent on certain risks and uncertainties. Such factors, among others,
are the mix between products with varying profit margins, the ability to
achieve forecasted production levels through the second quarter of fiscal 2001
with the current backlog of orders, the strength of the economy in the various
sections of the country served by the Company, the impact of our competitors
on the profitability of our products, the future availability of raw materials,
the anticipated adequacy of the Company's operating cash flows and credit
facilities to finance operations, capital expenditures and other needs of its
business. Readers are cautioned that reliance on any forward-looking statement
involves risks and uncertainties. Forward-looking statements contained herein
are based on reasonable assumptions, any of which could prove to be inaccurate
given the inherent uncertainties as to the occurrence or nonoccurrence of future
events. There can be no assurance that the forward-looking statements contained
in this Report will prove to be accurate. The inclusion of a forward-looking
statement herein should not be regarded as a representation by the Company
that the Company's objectives will be achieved.
PART I
ITEM 1. BUSINESS
The Company
Miller Building Systems, Inc. ("Miller") is the parent of Miller Building
Systems of Indiana, Inc., Miller Building Systems of Pennsylvania, Inc., Miller
Building Systems of South Dakota, Inc., United Structures, Inc.("United"), and
Miller Construction Services, Inc. ("Construction Services"). All operations of
Miller are conducted through its five wholly owned subsidiaries which design,
manufacture, market and service factory-built buildings. Miller has three
product lines, Structures, Telecom and Construction Services. The factory-built
buildings produced by Structures are modular and mobile buildings, which are
generally movable and relocatable, and designed to meet the specialized needs of
a wide variety of users. Structures products are sold to independent customers
who, in turn, sell or lease to the end users. The Structures division has
manufacturing facilities in Elkhart, Indiana; Leola, Pennsylvania; Sioux Falls,
South Dakota and Bennington, Vermont. The Telecom division manufactures
specialized buildings, which utilize modular construction techniques and
pre-cast concrete technology, and are designed principally for customers in the
telecommunications industry. Telecom's products are sold directly to the end
user. Telecom has manufacturing facilities in Elkhart, Indiana; Binghamton, New
York and Leola, Pennsylvania. Miller's Structures and Telecom products are sold
throughout the United States. Construction Services provides complete turnkey
services from site preparation through setting and installation.
Miller originally was organized as an Indiana corporation in November 1982
under the name of "Graylyon Corp." and then merged, effective April 1983, into
a Delaware corporation named "Gray Lyon Company". In November 1986, the Company
amended its Certificate of Incorporation to change its name to "Modular
Technology, Inc." In November 1988, the Company again amended its Certificate
of Incorporation to change its name to "Miller Building Systems, Inc." All
references to Miller herein refer to Miller Building Systems, Inc., a Delaware
corporation, and its predecessor Indiana corporation.
On August 31, 2000, Miller entered into an Agreement and Plan of Merger
with Coachmen Industries, Inc. ("Coachmen") for Coachmen to acquire all of
Miller's outstanding common stock for $8.40 in cash per share, plus up to an
additional $.30 in cash per share provided that certain conditions have been met
by Miller. (See Item 3, Legal Proceedings, and Note K of the Notes to
Consolidated Financial Statements).
Miller maintains its Executive Offices at 58120 County Road 3 South,
Elkhart, Indiana 46517; telephone number (219) 295-1214. The Executive Office
is Miller's principal operating office from which it manages and coordinates the
activities of its owned subsidiaries.
STRUCTURES PRODUCT LINE
Sales and engineering for the Structures product line are headquartered in
Elkhart, Indiana. The sales and engineering staff support the manufacturing
facilities in Elkhart, Indiana; Leola, Pennsylvania; Sioux Falls, South Dakota
and Bennington, Vermont.
Structures - Modular and Mobile Office Buildings
Products
The buildings sold by Structures are generally movable or relocatable and
are composed of either single or multiple units often referred to as modular
units. Individual units are either 8, 10, 12, or 14 feet in width and up to 80
feet in length. These individual units can be combined into buildings varying
in size from several hundred to several thousand square feet. Although most
buildings are one story, they can be built to be two or three stories high
depending on user requirements.
The factory-built buildings sold by Structures meet the specialized needs
of users, which include architectural and engineering firms, churches,
construction companies, correctional or prison authorities, educational and
financial institutions, libraries, medical and dental facilities, military
installations, post offices, real estate firms, restaurants and retail
businesses. The cost of the building varies depending on its application or its
specifications and may, in certain instances, be less expensive than a
comparable conventional site-built building. Structures' cost portion of a
completed building does not include transportation, site preparation, foundation
and other installation work which is the responsibility of the user and is often
provided and charged to the user by Structures' customer. In addition to all
the aforementioned costs, the price charged to the user by Structures' customer
will reflect a "mark-up" which is determined by Structures' customer and not by
Structures.
Buildings or units (modules) of buildings sold by Structures are usually
built on a steel frame. Attached to the frame, customarily, is a chassis with
wheels and axles. This chassis will either become a permanent portion of the
building, permitting it to be easily transported to another site, or be removed
at the building installation site. The chassis facilitates the transportation
of the individual units over the highways from Structures' factory to either its
customer's facilities or the user's installation site.
The floor, roof and walls of any building are constructed of conventional
building materials, primarily wood or comparable materials. The building or
module is fabricated in a process similar to conventional site-built
construction with appropriate variations. Structures also sells buildings
utilizing non-combustible materials. For these types of buildings, the floor is
made of concrete. The wall studs and roof frame are made of steel and other
components. The buildings utilize various other non-combustible materials.
Interiors and exteriors of the buildings are completed to customer
specifications. Finished buildings or modules include required electrical
wiring, plumbing, heating and air conditioning, and floor coverings. Exteriors
are constructed of wood, aluminum or other specified exterior materials such as
brick facing, etc.
Buildings sold by Structures are designed and engineered before production.
Detailed plans and other documentation prepared by Structures are submitted to
its customers and users as well as to various regulatory agencies for approval
prior to commencement of construction. Structures maintains its own engineering
and design staff which is capable of handling virtually all types of building
orders. On occasion, however, Structures may retain the services of outside
engineering and design firms.
Marketing
Structures does not sell its buildings directly to ultimate users of the
buildings. Structures' customers do not represent Structures on an exclusive
basis. Structures competes for customer orders based on price, quality, timely
delivery, engineering capability and general reputation for reliability.
Structures sells its products to approximately 75 customers. Customers may be
national, regional or local in nature. Customers will sell, rent or lease the
buildings purchased from Structures to the users. Structures believes a
significant portion of its product is either rented or leased by the users from
its customers.
Structures' sales staff calls on prospective customers in addition to
maintaining continuing contact with existing customers. The sales staff assists
its customers and their prospective customers in developing building
specifications in order to facilitate the preparation by Structures of a
quotation. The sales staff, in conjunction with the engineering staff,
maintains ongoing contact with the customer base.
Certain customers maintain rental fleets of standardized units such as
construction-site buildings or buildings for general office space requirements.
These buildings are generally rented or leased for a specific requirement, and
when the requirement has been satisfied, the buildings are returned to
Structures' customer for re-renting or leasing to other users. Other buildings
are sold to a specific user's requirements and Structures' customer will either
lease it to its customer or sell it outright. As a result of transportation
costs, the effective distribution range of buildings sold by Structures is
limited to an area within 400-600 miles from each manufacturing facility.
Structures believes that the various leasing plans offered to the users by
its customers are a significant benefit of factory-built buildings over similar
conventional site-built buildings. Other significant benefits to the customer
are the speed with which a factory-built building can be made available for use
compared to on-site construction and the ability to relocate the building to
another site if the customer's utilization requirements change.
Certain companies within the industry served by Structures, including some
who are customers of Structures, have their own manufacturing facilities to
provide all or a portion of their building requirements. Structures does not
believe there is any specific identifiable industry trend or direction of its
customers having their own captive manufacturing capabilities. Certain
customers have acquired or started their own manufacturing facilities and other
customers have closed or reduced their manufacturing capability. Structures
believes that its customers are best served by having the flexibility of outside
product sources and avoiding the possible inefficiencies of captive
manufacturing facilities.
Structures is dependent on a limited number of customers, the loss of which
could have a material adverse effect on the operations of Miller. Transport
International Pool, Inc., d/b/a GE Capital Modular Space, a division of General
Electric Capital Corporation ("GE Capital"), represented 13% of Miller's net
sales for the fiscal year ended June 27, 1998. There was no Structures customer
that represented more than 10% of Miller's net sales for the fiscal years ended
July 1, 2000 and July 3, 1999.
Competition
Competition in the factory-built building industry is intense and
Structures competes with a number of entities, some of which may have greater
financial resources than Miller and Structures. To the extent that factory-
built buildings become more widely accepted as an alternative to conventional
on-site construction, competition from local contractors and manufacturers of
other pre-engineered building systems may increase. In addition to competition
from firms designing and constructing on-site buildings, Structures competes
with numerous factory-built building manufacturers that operate in particular
geographical regions.
Structures competes for orders from its customers primarily on the basis
of price, quality, timely delivery, engineering capability and reliability.
Structures believes that the principal basis on which it competes with on-site
construction is the combination of the timeliness of factory versus on-site
construction, the cost of its products relative to on-site construction, the
quality and appearance of its buildings, its ability to design and engineer
buildings to meet unique customer requirements (including local and state
regulatory compliance), and reliability in terms of completion time. The
manufacturing efficiencies and generally lower wage rates of factory
construction, even with the added transportation expense, in many instances
result in the cost of factory-built buildings being equal to or lower than the
cost of on-site construction of comparable quality. Quality, reliability and
the ability to comply with regulatory requirements in a large number of states
and localities depend upon the engineering and manufacturing expertise of the
management and staff of Miller. The relative importance of these factors varies
from customer to customer. Most of Structures' orders are awarded by its
customers on the basis of competitive bidding.
TELECOM PRODUCT LINE
Sales and engineering for the Telecom product line are located in Elkhart,
Indiana. Telecom provides all administrative, sales and production services
from that location. The sales and engineering staff support manufacturing
facilities in Elkhart, Indiana; Binghamton, New York and Leola, Pennsylvania.
Products
Telecom manufactures modular factory-built buildings using pre-cast
concrete, steel and concrete, wood or fiberglass construction. Each building is
custom-built to the end users' specifications and is typically finished to
include electrical, grounding, sensing alarm, mechanical and air conditioning
systems.
The pre-cast concrete technology available through Telecom allows for
vandal-proof and environmental protection necessary for the telecommunication
industry. Telecom produces single and multiple module buildings with modules
ranging in size from 8' x 10' to modules as large as 14' x 30'. Telecom has
provided buildings, when assembled, consisting of a single module of 80 square
feet to multiple module buildings ranging up to 1,440 square feet. Multiple
story technology is currently being developed by Telecom. Telecom can provide
building transportation and complete site installation of the building and
equipment, if required by the customer specifications. Opportunities in pre-
cast concrete also exist for the containment of hazardous material in
specialized shelters and in correctional facilities requiring pre-cast modular
cells. The latter product can be provided to existing customers of Structures.
Telecom has complemented the traditional pre-cast concrete technology with
a lightweight concrete/steel building which will reduce the overall building
weight by 40%. A Cam-Lock series of buildings has been developed which allows
speedy installation of interlocking steel and foam panels for difficult site
placement, such as rooftops, mountaintop, or inside an existing building. An
exportable Containerized Shelter, transforms a standard 20' and 40' steel
shipping container into a virtually indestructible completely outfitted
telecommunication shelter. Also, mobile shelters meet the challenge of light
weight, portable shelters for emergency communications, starter or test sites,
temporary facilities or for special events broadcasting.
Marketing
Telecom participates in an expanding market for telecommunication shelters
which service the cellular and personal communication industries. Telecom
expects the growth in these markets to continue. Telecom sells its product
directly to the end users of the buildings, which have been principally
telecommunication and utility companies, military bases and municipalities.
Telecom competes for orders by providing a quotation developed from
specifications received from the potential customer. While price is often a key
factor in the potential customer's purchase decision, other factors may also
apply, including delivery time, quality and prior experience with a certain
manufacturer. Several customers have designated Telecom as their nationwide
supplier. Telecom is prepared, if necessary, to provide a potential customer a
bid or performance bond to ensure Telecom's performance.
The potential shipping radius of these type of buildings is not as
restrictive as that of Modular and Mobile Office buildings; however, Telecom has
concentrated its marketing efforts in geographic areas where, Telecom believes,
it has a freight advantage over a significant portion of its competitors.
Telecom is highly dependent on a limited number of customers, the loss of
which could have a material adverse effect on the operations of Miller. For the
fiscal years ended July 1, 2000, July 3, 1999 and June 27, 1998, the following
customers represented 10% or more of net sales of Miller: Nextel Communications,
Inc. represented 20% of Miller's net sales in the fiscal year ended July 1, 2000
and 13% in the fiscal years ended July 3, 1999 and June 27, 1998. AT&T Wireless
represented 11% of Miller's net sales in the fiscal year ended July 1, 2000.
Competition
Telecom competes with a number of national and regional firms. Some of
these competitor companies may have greater financial strength or capabilities
than Miller and Telecom; however, Telecom believes Miller's financial strength,
engineering capabilities and experience in producing other types of factory-
built structures are key elements in providing a competitive advantage to
Telecom.
Construction Services
Construction Services is located in Elkhart, Indiana and operates all
administrative, sales and service activities from that location. This office
manages the service crews that support the Telecom facilities in Elkhart,
Indiana; Leola, Pennsylvania and to some extent Binghamton, New York.
Services
Construction Services provides one contact point for complete turnkey
services for telecommunication site construction. These services include the
management and execution of the entire construction process, from site
preparation, equipment transportation, through building and tower setting and
installation, or any combination thereof.
The service crews are fully outfitted with service trucks and equipment to
handle any site construction, even in remote locations. The crews are highly
trained in all phases of construction and have experience with heavy equipment,
site civil work and permitting, steel fabrication, concrete and Cam-Lock
building installations, electrical and electronic hookups, tower erection,
antenna sets and fencing. Construction Services specializes in completing sites
in difficult remote locations or sites which must be completed in a short time
frame. The service crews can "quick turn" a building, principally Cam-Lock
buildings, in five days from the initiation of the field work. The traditional
concrete shelter can also be assembled and finished in remote locations where
the site is inaccessible to a building fully completed in the factory.
In addition to site preparation and installation, Construction Services is
developing a full maintenance program, not only for buildings supplied by Miller
but any building, whether site built or modular. These maintenance projects,
which include roof and fencing repair, have also been completed for businesses
outside the customary telecommunication industry, such as buildings utilized by
pipelines and power companies. The major maintenance projects are also
complemented by a general maintenance program. These programs allow a customer
to have routine maintenance and general preventive maintenance on equipment
performed by Construction Services while they concentrate on building new sites
and servicing their own customers needs.
Marketing
Construction Services primarily markets its services to the cellular and
personal communications industry. They contract directly with the end user of
the construction services being supplied. Most of Construction Services sales
contacts come from existing telecommunications' customers and the group competes
for projects by providing a quotation developed from specifications supplied by
the potential customer. Quality and speed are most often the prime
considerations of their customers. This allows Construction Services to obtain
a better margin on their projects than is customarily obtainable in the general
marketplace. The group has developed several close relationships with Telecom's
customers to supply site construction services.
Competition
Construction Services competes with national design-build firms which use
third-party subcontractors for the completion of turnkey service projects and
with various local contractors when bidding on specific portions of a site
project. The relationships and contacts that both the Structures and Telecom
divisions have developed with customers, while supplying buildings, has provided
Construction Services with key contacts and competitive advantages. In
addition, support from Miller's corporate engineering department also provides
Construction Services with in-house engineering specifications and state and
local code requirements.
General
(Applicable to all of Miller's principal markets)
Business Segment
Miller has one reportable segment, designing, manufacturing, marketing and
servicing factory-built buildings which includes three product lines:
Structures, Telecom and Construction services.
Sales
Net sales by product line are as follows:
Years Ended
July 1, July 3, June 27,
2000 1999 1998
Structures $30,498,951 $29,434,708 $31,826,019
Telecom 37,607,387 33,807,292 21,086,105
Construction Services 2,888,630 2,395,040 1,787,536
$70,994,968 $65,637,040 $54,699,660
Backlog
The backlog of orders by market at August 31, 2000 and 1999 was as follows:
2000 1999
Structures $10,416,000 $10,551,000
Telecom 13,192,000 9,749,000
Construction Services 897,000 697,000
Total $24,505,000 $20,997,000
The Structures' backlog in fiscal year 1999 included a large order for
approximately $4,050,000 from a customer to build portable hospitality suites.
These suites were built in the Elkhart, Indiana facility during the second and
third quarters of Miller's fiscal year 2000. The Structures business remains
strong and if the impact of this single order is adjusted the backlogs at all
the Structures' plants are significantly higher than last year. The increase
in the Telecom backlog relates to a strong order rate in both the concrete and
lightweight Telecom products. As with the Structures' division, the backlog at
all of the Telecom plants is significantly higher than last year. The $25
million backlog level is the highest in Miller's history and should provide the
basis to achieve forecasted production levels through the second quarter of
fiscal 2001; however, management believes it is too early to determine whether
this current business activity will extend to the second half of fiscal 2001.
Regulation
Customers of Miller's factory-built buildings, or Miller's subsidiaries if
they complete the on-site work, are generally required to obtain building
installation permits from applicable governmental agencies. In certain cases,
however, conditional use permits may be obtained in lieu of building
installation permits. Conditional use permits usually are granted for a stated
period and may be renewable. Buildings completed by Miller's subsidiaries are
manufactured and installed in accordance with applicable building codes set
forth by the applicable state or local regulatory agencies.
State building code regulations applicable to factory-built buildings vary
from state to state. Many states have adopted codes that apply to the design
and manufacture of factory-built buildings, such as those manufactured by
Miller's subsidiaries, even if the units are manufactured outside the state and
delivered to a site within that state's boundaries. Generally, obtaining state
approvals is the responsibility of the manufacturer. Some states require
certain customers to be licensed in order to sell or lease factory-built
buildings. Additionally, certain states require a contractor's license from
customers for the construction of the foundation, building installation, and
other on-site work when this work is completed by the customer.
On occasion, Miller's subsidiaries have experienced regulatory delays in
obtaining the various required building plan approvals. In addition to some of
its customers, Miller's subsidiaries actively seek assistance from various
regulatory agencies in order to facilitate the approval process and reduce the
regulatory delays.
Raw Materials
Raw materials for products of Miller's subsidiaries are readily available
from multiple sources and the subsidiaries have not experienced any difficulty
in obtaining materials on a timely basis and in adequate quality and quantity.
Miller's subsidiaries, in certain instances, have entered into national purchase
arrangements with various suppliers. The benefit to Miller's subsidiaries of
these type of arrangements is often lower material costs and a higher level of
service and commitment.
Seasonality
Historically, Miller's subsidiaries have experienced greater sales during
the first and fourth fiscal quarters with lesser sales during the second and
third fiscal quarters. This reflects the seasonality of sales for products
used in various applications, including classrooms and other educational
buildings, and also the impact of weather on general construction related
activities. See unaudited interim financial information contained in Note K of
Notes to Consolidated Financial Statements.
Employees
As of August 31, 2000, Miller and its subsidiaries had approximately 511
employees of which approximately 408 were direct production employees.
Engineering and Design
Miller's subsidiaries engage in extensive engineering and design work to
meet customers' requirements, as well as to prepare bid proposals for new
projects. Engineering and design functions include structural, electrical, and
mechanical design and specifications work.
ITEM 2. PROPERTIES
The principal office and production facilities of Miller and its
subsidiaries consist of the following:
Approximate Square Footage
Location Total Production Office Owned or Leased
Elkhart, IN 132,300 112,100 20,200 Owned (1)
Binghamton, NY 55,900 52,400 3,500 Leased (2)
Leola, PA 113,100 103,400 9,700 Owned
Sioux Falls, SD 36,100 34,200 1,900 Leased (3)
Bennington, VT 28,900 27,000 1,900 Owned
________________ _______ _______ ______
Total approximate
square footage 366,300 329,100 37,200
(1) Structures and Telecom administrative, sales, engineering and
manufacturing facilities. The Executive offices of Miller are also at
this location.
(2) Leased until December 31, 2002 with a five-year renewal option and an
option to purchase the facility after February 28, 2000.
(3) Leased until April 15, 2003.
ITEM 3. LEGAL PROCEEDINGS
On August 22, 2000, Miller filed a Complaint for Declaratory Judgement
in the Elkhart Superior Court No. 2, in the State of Indiana, requesting the
Court's declaration that (i) Miller had properly terminated its June 9, 2000
letter of agreement with Modtech Holdings, Inc. ("Modtech") and that it had no
obligation to pay a $1 million termination fee or any other amount to Modtech;
and (ii) Modtech was responsible to reimburse Miller for all of Miller's
reasonable fees and expenses. On September 7, 2000, Modtech filed a Complaint
against Miller in the Court of Chancery of the State of Delaware in and for New
Castle County requesting damages from Miller in connection with the termination
of the merger negotations between Modtech and Miller, together with a judicial
declaration that Modtech did not breach its June 9, 2000 letter of agreement
with Miller or discharge Miller's obligations thereunder, including payment
of the $1 million termination fee, and that Modtech is entitled to payment of
such fee. In addition, Modtech requested that the Court order Miller to
promptly consummate a merger with Modtech at a price of $8.05 per share and
restrain Miller from taking any action in furtherance of the consummation of
the transaction with Coachmen.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS
Edward C. Craig, age 65, became the Chief Executive Officer of Miller
effective on July 3, 1994, was elected President of Miller on August 11, 1994
and on July 1, 1999 was elected Chairman of the Board of Directors of Miller.
From July 1991 until April 1994, Mr. Craig was President and Chief Executive
Officer of IBG, a modular housing company. From April 1986 to July 1991, Mr.
Craig was President of Ryland Building Systems, a division of Ryland Homes,
Inc.
Rick J. Bedell, age 48, became the Executive Vice President of Miller
effective July 1, 1998 and was elected President on July 1, 2000. Mr. Bedell
joined Miller in January 1989 as a Corporate Sales Manager and became Vice
President and General Manager of the Western Division in February 1990. In
November 1996, he became Vice President of Miller's Kansas operation.
Previously, Mr. Bedell worked for Modulaire Industries, PBS Building Systems,
Inc. and Meridian Corporation in various management positions.
Thomas J. Martini, age 52, became the Vice President of Finance of
Miller in July 1994. Mr. Martini was elected Secretary and Treasurer of Miller
on April 28, 1992 and has been the Chief Financial Officer of Miller since
February 1991.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Miller's Common Stock is quoted on the National Association of
Securities Dealers' Automated Quotation (NASDAQ) system under the ticker symbol
"MBSI." The following table sets forth the quarterly range of high and low
sales prices for these securities as reported on the NASDAQ National Market
System for the two most recent fiscal years.
Fiscal 2000 Fiscal 1999
High Low High Low
1st Quarter 7 1/4 5 1/2 10 1/16 6 1/2
2nd Quarter 6 5/8 4 3/4 8 1/2 5 1/8
3rd Quarter 6 1/4 4 5/8 8 3/4 6
4th Quarter 8 5 8 3/4 5 1/8
As of August 25, 2000, Miller estimates there were approximately 1,200
stockholders of Miller's Common Stock. Of this total, approximately 120 were
stockholders of record and shares for approximately 1,080 stockholders were held
in street name. Compurtershare, Limited, Chicago, is Miller's Transfer Agent
and Registrar.
Miller did not pay cash dividends on its Common Stock from fiscal 1994
through fiscal 2000 as the Board of Directors ceased the payment of dividends in
the third fiscal quarter of 1993. Miller does not intend to pay cash dividends
in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and the notes thereto
included elsewhere herein.
Years Ended
July 1, July 3, June 27, June 28, June 29,
2000 1999 1998 1997 1996
(In thousands,
except per share data)
Net sales $70,995 $65,637 $54,700 $46,287 $37,858
Net income 4,089 2,548 2,140 1,574 486
Earnings per common share:
Basic 1.27 .72 .65 .50 .16
Diluted 1.25 .71 .62 .47 .16
Total assets 33,453 32,775 30,478 19,813 16,920
Long-term debt, less
current maturities 4,329 5,277 6,094 1,357 1,270
(A) Net sales (in thousands) for fiscal years 2000, 1999 and 1998 include
$23,772, $15,440 and $7,523, respectively, for United, which was
acquired January 1, 1998 (see Note I of Notes to Consolidated
Financial Statements). Net sales (in thousands) for fiscal years 1997
and 1996 include $1,636 and $5,787 respectively, of Miller's
California subsidiary which was sold on October 21, 1996. For the
fiscal years 2000, 1999, 1998 and 1997 net sales (in thousands)
include $601, $6,951, $6,830, and $2,139, respectively, from Miller's
Kansas operations, which was sold in August 1999.
(B) Miller's operating results for fiscal years 2000, 1999 and 1996 were
adversely impacted by nonrecurring items (in thousands) of $87, $107
and $358, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Fiscal 2000 Compared to Fiscal 1999
Net sales increased $5.4 million, or 8.2%, in fiscal 2000 from the
corresponding period in fiscal 1999. Structures reported a $1.1 million, or a
3.6%, increase in net sales during fiscal 2000. This increase was primarily the
result of strong third quarter sales which included a large contract for the
manufacture and sale of luxury suites. Telecom's net sales increased $3.8
million, or 11.2%, during fiscal 2000. This increase was primarily the result
of increased sales volume at both the United and Pennsylvania operations.
Miller's gross profit during the 2000 fiscal year was 17.8% of net
sales as compared to 18.3% in fiscal 1999. The decline in the gross profit
percentage is primarily the result of higher group health, workers compensation
and warranty costs.
Selling, general and administrative expenses increased $.5 million in
fiscal 2000. These expenses were 10.7% and 10.9% of net sales in fiscal 2000
and fiscal 1999, respectively. The increase in selling, general and
administrative expenses was primarily the result of higher administrative
expense at United and higher performance-based compensation. These were
partially offset by lower administrative expenses at the Kansas operation that
was sold during the fiscal year.
The decrease in interest expense in fiscal 2000 compared to fiscal
1999 of $177,188 was primarily the result of lower levels of outstanding debt.
A portion of the proceeds from the sale of the Kansas assets was used to reduce
the outstanding debt on the revolving credit line.
During the fiscal year ended July 1, 2000, Miller recognized
nonrecurring expenses of $87,302 which related primarily to costs associated
with a terminated merger.
During fiscal 2000, Miller recorded an income tax provision of
$1,900,000 or 31.7% of pre-tax income compared to an income tax provision of
$1,634,000 or 39.1% of pre-tax income in fiscal 1999. The lower effective tax
rate in fiscal 2000 was primarily the result of the utilization of a capital
loss carryforward.
Fiscal 1999 Compared to Fiscal 1998
Net sales increased $10.9 million, or 20%, in fiscal 1999 from the
corresponding period in fiscal 1998. Structures reported a $2.4 million, or a
7.5%, decrease in net sales during fiscal 1999. This decrease in net sales was
primarily the result of increased product complexity, poor weather conditions,
spotty backlogs and difficulty in hiring qualified personnel at the Indiana
plant. In addition, the decision to build only Telecom units at the Kansas
plant and softness in the markets served by the Vermont plant also contributed
to the decline in Structures' net sales. Telecom's net sales increased $12.7
million, or 60%, during fiscal 1999. This increase was primarily the result of
sales at the recently acquired United operation, Telecom sales at the expanded
Pennsylvania plant facilities and increased Telecom sales at the Kansas plant.
Miller's gross profit during the 1999 fiscal year was 18.3% of net
sales as compared to 18.8% in fiscal 1998. The decline in gross profit was
primarily the result of generally higher overhead costs, costs related to the
start-up operation at the Pennsylvania plant and higher overhead costs at the
Indiana plant.
Selling, general and administrative expenses increased $.6 million in
fiscal 1999. These expenses were 10.9% of net sales in fiscal 1999 compared to
12% of net sales in fiscal 1998. The increase in selling, general and
administrative expense was primarily the result of the addition of
administrative expense at the United and Pennsylvania operations and higher
overall staffing levels. These were partially offset by lower performance-
based compensation.
The increase in interest expense in fiscal 1999 compared to fiscal
1998 of $281,645 was primarily the result of higher levels of outstanding debt,
which was principally the result of the construction of an expansion of the
Pennsylvania plant facilities and debt incurred to finance the acquisition of
United.
During the fiscal year ended July 3, 1999, Miller recognized
nonrecurring expenses of $107,366 which related to costs associated with the
terminated efforts to explore possible merger and acquisition opportunities.
During fiscal 1999, Miller recorded an income tax provision of
$1,634,000 or 39.1% of pre-tax income compared to an income tax provision of
$1,306,000 or 37.9% of pre-tax income in fiscal 1998. The effective tax rate
varies from year to year depending on the levels of income in states where
Miller is subject to state income tax.
Liquidity and Capital Resources
Miller's working capital at July 1, 2000 was $13,737,699 compared to
$10,472,268 at July 3, 1999. The working capital ratios at July 1, 2000 and
July 3, 1999 were 2.9 to 1 and 2.3 to 1, respectively.
For the fiscal year ended July 1, 2000, Miller's operating activities
provided net cash of $2,775,288. Cash from operating activities consisted
primarily of net income, depreciation and amortization and an increase in
accrued expenses. These increases were primarily offset by a $1.4 million gain
from the sale of certain assets used in the Kansas operation and a $1.2 million
increase in inventories. Miller's investing activities provided net cash of
$2,523,776. The $3,250,832 proceeds from the Kansas sale were partially offset
by capital expenditures of $.5 million. Miller's financing activities used net
cash of $4,455,078 in fiscal 2000. Financing cash flows consisted of $782,190
in payments on long-term debt, $2,000,000 of net payments on the line of
credit and $1,681,489 cash expended for the purchase of treasury stock. The
net increase in cash and cash equivalents for the fiscal year ended July 1,
2000 was $843,986 which resulted in cash and cash equivalents at the end of the
year of $899,489.
An unsecured revolving credit agreement with a bank makes available
advances up to $8,000,000 through November 30, 2000. Miller expects to renew
this credit facility. There were no outstanding borrowings under the credit
agreement as of July 1, 2000. There was $2,000,000 outstanding on the revolving
credit line at July 3, 1999.
Miller believes it has adequate resources available to fund the
continuation of its internal growth during the coming fiscal year. The unsecured
revolving credit line assures that resources will be available for future
growth.
Impact of Inflation
Inflation has not had an identifiable effect on Miller's operating
margins during the last three fiscal years. Product selling prices are quoted
reflecting current material prices and other related costs and expenses.
Accordingly, any impact of inflation is reflected in the product selling
prices.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
1. Financial Statements:
Report of Independent Accountants ................................. 13
Consolidated Balance Sheets at July 1, 2000 and July 3, 1999 ...... 14
Consolidated Statements of Income for the years ended
July 1, 2000, July 3, 1999 and June 27, 1998 .................... 16
Consolidated Statements of Stockholders' Equity for the years
ended July 1, 2000, July 3, 1999 and June 27, 1998 .............. 17
Consolidated Statements of Cash Flows for the years ended
July 1, 2000, July 3, 1999 and June 27, 1998 .................... 19
Notes to Consolidated Financial Statements ........................ 20
2. Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for the years
ended July 1, 2000, July 3, 1999 and June 27, 1998 .............. 31
Schedules other than those listed above are omitted because
they are not applicable or the required information is shown
in the consolidated financial statements or notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Miller Building Systems, Inc.:
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Miller
Building Systems, Inc. and its subsidiaries at July 1, 2000 and July 3, 1999,
and the results of their operations and their cash flows for each of the three
fiscal years in the period ended July 1, 2000, in conformity with accounting
principles generally accepted in the United States. In addition, in our
opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PricewaterhouseCoopers LLP
South Bend, Indiana
August 4, 2000, except for Note K
for which the date is
September 7, 2000
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 1, July 3,
2000 1999
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 899,489 $ 55,503
Receivables, less allowance for doubtful
receivables of $35,000 in 2000 and
$48,000 in 1999 12,881,450 12,837,571
Refundable income taxes 246,200 16,200
Inventories 6,282,373 5,502,052
Deferred income taxes 538,000 218,000
Other current assets 170,023 143,984
TOTAL CURRENT ASSETS 21,017,535 18,773,310
PROPERTY, PLANT AND EQUIPMENT
Land 1,071,456 1,106,156
Buildings and leasehold improvements 7,357,306 8,429,844
Machinery and equipment 5,113,173 5,426,620
13,541,935 14,962,620
Less, Accumulated depreciation
and amortization 5,959,946 5,731,885
PROPERTY, PLANT AND EQUIPMENT, NET 7,581,989 9,230,735
Deferred compensation plan investments 666,163 417,143
Excess acquisition costs over fair value of acquired
net assets, net of accumulated amortization of
$358,312 in 2000 and $210,879 in 1999 4,012,167 4,159,600
Other assets 175,084 194,398
TOTAL ASSETS $33,452,938 $32,775,186
The accompanying notes are a part of the consolidated financial statements.
July 1, July 3,
2000 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ - $ 2,000,000
Current maturities of long-term debt 795,190 806,119
Accounts payable 3,888,942 3,954,923
Accrued income taxes 204,449 132,635
Accrued expenses and other 2,391,255 1,407,365
TOTAL CURRENT LIABILITIES 7,279,836 8,301,042
Long-term debt, less current maturities 4,329,013 5,276,854
Deferred compensation liability 666,163 417,143
Deferred income taxes 294,000 310,000
Other 10,733 13,300
TOTAL LIABILITIES 12,579,745 14,318,339
COMMITMENTS AND CONTINGENCIES - Note H
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value,
50,000 shares authorized, none issued - -
Common stock, $.01 par value, 7,500,000
shares authorized, 4,250,630 shares issued 42,506 42,506
Additional paid-in capital 13,848,920 13,847,920
Retained earnings 12,409,303 8,325,154
26,300,729 22,215,580
Less, Treasury stock, at cost 5,427,536 3,758,733
TOTAL STOCKHOLDERS' EQUITY 20,873,193 18,456,847
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $33,452,938 $32,775,186
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MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended
July 1, July 3, June 27,
2000 1999 1998
NET SALES $70,994,968 $65,637,040 $54,699,660
Costs and expenses:
Cost of products sold 58,326,834 53,655,356 44,434,537
Selling, general and
administrative 7,595,622 7,139,735 6,568,481
Provision for doubtful receivables 122,285 7,656 54,881
Gain on sale of subsidiary assets (1,446,708) - -
Gain on sale of property and
equipment (9,768) (4,402) (63,628)
Interest expense 394,513 571,701 290,056
Interest income (64,346) (22,402) (30,719)
Nonrecurring items 87,302 107,366 -
INCOME BEFORE
INCOME TAXES 5,989,234 4,182,030 3,446,052
Income taxes 1,900,000 1,634,000 1,306,000
NET INCOME $ 4,089,234 $ 2,548,030 $ 2,140,052
Earnings per share of common stock:
Basic $ 1.27 $ .72 $ .65
Diluted $ 1.25 $ .71 $ .62
Shares used in the computation of
earnings per share:
Basic 3,227,639 3,535,435 3,268,344
Diluted 3,279,866 3,610,082 3,474,706
The accompanying notes are a part of the consolidated financial statements.
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
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<S>
<C> <C> <C> <C> <C> <C>
Additional Total
Common Stock Paid-In Retained Treasury Stock Stockholders'
Shares Amount Capital Earnings Shares Amount Equity
BALANCE, JUNE 29, 1997 4,023,548 $40,235 $11,454,903 $ 3,596,049 806,115 $(2,914,034) $12,177,153
Treasury stock acquired - - - - 39,312 (381,967) (381,967)
Exercise of stock options
using treasury stock - - - 34,142 (125,100) 466,642 500,784
Tax benefit arising from
exercise of stock options - - 145,288 - - - 145,288
Net income - - - 2,140,052 - - 2,140,052
BALANCE, JUNE 27, 1998 4,023,548 40,235 11,600,191 5,770,243 720,327 (2,829,359) 14,581,310
Issuance of common stock in
connection with business
acquisition 227,082 2,271 2,247,729 - - - 2,250,000
Treasury stock acquired - - - - 178,410 (994,243) (994,243)
Exercise of stock options
using treasury stock - - - 6,881 (16,500) 64,869 71,750
Net income - - - 2,548,030 - - 2,548,030
BALANCE, JULY 3, 1999 4,250,630 42,506 13,847,920 8,325,154 882,237 (3,758,733) 18,456,847
Treasury stock acquired - - - - 299,095 (1,681,489) (1,681,489)
Exercise of stock options
using treasury stock - - - (5,085) (2,800) 12,686 7,601
Tax benefit arising from
exercise of stock options - - 1,000 - - - 1,000
Net income - - - 4,089,234 - - 4,089,234
BALANCE, JULY 1, 2000 4,250,630 $ 42,506 $13,848,920 $12,409,303 1,178,532 $(5,427,536) $20,873,193
The accompanying notes are a part of the consolidated financial statements.
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
July 1, July 3, June 27,
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,089,234 $ 2,548,030 $ 2,140,052
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization of
plant and equipment 910,571 968,772 769,186
Amortization of intangible assets
and deferred bond issuance costs 201,359 225,602 51,983
Deferred compensation 249,020 168,606 203,790
Deferred income taxes (336,000) 6,000 294,000
Gain on sale of subsidiary assets (1,446,708) - -
Other (9,768) (4,402) (24,040)
Changes in certain assets and
liabilities, net of effect of
acquisition and disposition
of businesses:
Receivables (43,879) (1,711,127) 831,920
Refundable income taxes (230,000) 3,800 (20,000)
Inventories (1,238,918) 638,595 (1,258,521)
Other assets (60,651) (314) (341,184)
Accounts payable (66,109) 708,550 299,813
Accrued income taxes 71,814 115,166 (947,995)
Accrued expenses and other 685,323 (240,482) (1,284,907
Net cash provided by
operating activities 2,775,288 3,426,796 714,097
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property
and equipment 32,539 23,584 457,700
Purchase of property, plant
and equipment (510,575) (1,206,936) (3,023,732)
Acquisition of business, net of
$294,576 cash acquired - - (2,710,734)
Proceeds from sale of subsidiary
assets, net of $249,168 cash expended 3,250,832 - -
Increase in deferred compensation
plan investments (249,020) (168,606) (203,790)
Unexpended industrial revenue
bond proceeds - 1,115,854 (1,115,854)
Net cash provided by (used in)
investing activities 2,523,776 (236,104) (6,596,410)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings 6,750,000 28,305,000 26,860,000
Reduction of short-term borrowings (8,750,000) (29,855,000) (26,280,000)
Proceeds from long-term debt - - 5,500,000
Payments of long-term debt (782,190) (774,316) (300,635)
Bond issuance costs - - (138,654)
Purchase of treasury stock (1,681,489) (994,243) (381,967)
Proceeds from exercise of stock options 7,601 71,750 500,784
Tax benefit from stock options
exercised 1,000 - 145,288
Net cash provided by (used in)
financing activities (4,455,078) (3,246,809) 5,904,816
Increase (decrease) in cash and
cash equivalents 843,986 (56,117) 22,503
CASH AND CASH EQUIVALENTS
Beginning of year 55,503 111,620 89,117
End of year $ 899,489 $ 55,503 $ 111,620
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for:
Interest, net of capitalized
interest in 1998 $ 336,480 $ 506,416 $ 198,435
Income taxes 2,394,186 1,509,034 1,839,254
NONCASH INVESTING AND FINANCING
ACTIVITIES:
Acquisition of United
Structures, Inc.:
Liabilities assumed - - 4,108,000
Unpaid cash portion of
purchase price - - 125,000
Issuance of common stock - 2,250,000 -
The accompanying notes are a part of the consolidated financial statements.
Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Miller Building Systems, Inc. ("Miller") is the parent of Miller Building
Systems of Indiana, Inc., Miller Building Systems of Pennsylvania, Inc.,
Miller Building Systems of South Dakota, Inc., United Structures, Inc.,
and Miller Construction Services, Inc. All operations of Miller are
conducted through its five wholly owned subsidiaries which design,
manufacture, market and service factory-built buildings. Miller has
three product lines, Structures, Telecom and Construction Services. The
factory-built buildings produced by Structures are modular and mobile
buildings, which are generally movable and relocatable, and designed to
meet the specialized needs of a wide variety of users. Structures'
products are sold to independent customers who, in turn, sell or lease
to the end users. The Structures division has manufacturing facilities
in Elkhart, Indiana; Leola, Pennsylvania; Sioux Falls, South Dakota and
Bennington, Vermont. The Telecom division manufactures specialized
buildings, which utilize modular construction techniques and pre-cast
concrete technology, and are designed principally for customers in the
telecommunications industry. Telecom's products are sold directly to the
end user. Telecom has manufacturing facilities in Elkhart, Indiana;
Leola, Pennsylvania and Binghamton, New York. Miller's Structures and
Telecom products are sold throughout the United States. Miller
Construction Services, Inc. provides complete turnkey services from site
preparation through setting and installation.
The following is a summary of the significant accounting policies used
in the preparation of the accompanying consolidated financial statements.
Fiscal Year - Miller's fiscal year is a 52 or 53 week period ending on
the Saturday closest to June 30. Fiscal years 2000 and 1998 each
consisted of 52 weeks whereas fiscal year 1999 included 53 weeks.
Principles of Consolidation - The consolidated financial statements
include the accounts of Miller Building Systems, Inc. and its wholly
owned subsidiaries.
Business Segments - Miller has one reportable segment, designing,
manufacturing, marketing and servicing factory-built buildings, which
includes three product lines: Structures, Telecom and Construction
Services. Net sales by product line are as follows:
Years Ended
July 1, July 3, June 27,
2000 1999 1998
Structures $30,498,951 $29,434,708 $31,826,019
Telecom 37,607,387 33,807,292 21,086,105
Construction Services 2,888,630 2,395,040 1,787,536
$70,994,968 $65,637,040 $54,699,660
Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued.
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Revenue Recognition and Concentration of Credit Risk - Miller recognizes
revenues from the sales of its products upon the completion of
manufacturing and the transfer of title. One customer individually
accounted for 20%, 13% and 13% of net sales in fiscal 2000, 1999 and
1998, respectively, and 19% of receivables at July 1, 2000. A second
customer accounted for 11% of net sales in fiscal 2000, and a third
customer accounted for 13% of net sales in fiscal 1998. At July 3, 1999,
24% of receivables was concentrated with another customer.
Cash and Cash Equivalents - Miller considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents.
Inventories - Inventories are stated at the lower of cost or market, with
cost determined under the first-in, first-out method.
Property, Plant and Equipment - Property, plant and equipment are carried
at cost less accumulated depreciation and amortization. Depreciation and
amortization of plant and equipment are computed using the straight-line
method over the estimated useful lives of the assets. Costs of purchased
software and, under certain conditions, internal software development
costs, are capitalized and amortized using the straight-line method over
sixty months. As of July 1, 2000 and July 3, 1999, capitalized software
costs, included with machinery and equipment, (and the related
accumulated amortization) aggregated $341,205 ($272,126), and $345,921
($204,319), respectively. Interest is capitalized in connection with the
construction of major facilities. The capitalized interest is recorded
as part of the asset to which it relates and is amortized over the
asset's estimated useful life. Capitalized interest costs were $63,933
during the year ended June 27, 1998. No interest was capitalized in
fiscal years 2000 and 1999.
Excess Acquisition Costs over Fair Value of Acquired Net Assets - Excess
acquisition costs over fair value of acquired net assets (goodwill) are
amortized using the straight-line method over periods ranging from 20 to
30 years. The carrying value of goodwill is reviewed, as circumstances
warrant, by Miller based on the expected future undiscounted operating
cash flows of the related business unit. Miller believes no material
impairment of goodwill exists at July 1, 2000.
Bond Issuance Costs - Bond issuance costs aggregating $209,696, which
related to issuance of the industrial revenue bonds, are being amortized
over the terms of the bonds.
Income Taxes - Deferred income taxes are determined using the liability
method.
Earnings Per Share - Basic earnings per share is computed by dividing net
income by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share is computed
by dividing net income by the weighted average number of shares of common
stock outstanding plus the effect of potential dilutive common shares
outstanding during the reporting period. Shares used in the computation
of basic and diluted earnings per share ("EPS") are as follows:
Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concluded.
2000 1999 1998
Weighted average number of common
shares (used for basic EPS) 3,227,639 3,535,435 3,268,344
Effect of dilutive securities:
Stock options 52,227 74,647 138,022
Contingently issuable
shares (see Note I) - - 68,340
Shares used for diluted EPS 3,279,866 3,610,082 3,474,706
Fair Value of Financial Instruments - The carrying amounts of cash and
cash equivalents, receivables, short-term borrowings and accounts payable
approximated their fair value as of July 1, 2000 and July 3, 1999 because
of the relatively short maturities of these instruments. The carrying
amount of long-term debt, including current maturities, approximated fair
value as of July 1, 2000 and July 3, 1999 based upon terms and conditions
currently available to Miller in comparison to the terms and conditions
of the outstanding long-term debt. Miller has investments in life
insurance contracts to fund obligations under deferred compensation
agreements (see Note D). At July 1, 2000 and July 3, 1999, the carrying
amount of these policies, which equaled their fair value, was $666,163
and $417,143 respectively.
Recently Issued Accounting Standards - In December 1999, the staff of the
Securities and Exchange Commission issued Staff Accounting Bullentin
(SAB) 101, "Revenue Recognition in Financial Statements"; SAB 101
outlines the basic criteria that must be met to recognize revenue, and
provides guidelines for disclosure related to revenue recognition
policies. This guidance is required to be implemented by Miller in the
fourth fiscal quarter of 2001. The Company is currently reviewing this
guidance in order to determine the impact, if any, on its consolidated
financial statements.
Note B: INVENTORIES.
Inventories consist of the following:
July 1, July 3,
2000 1999
Raw materials $4,544,025 $4,369,472
Work in process 1,598,838 885,957
Finished goods 139,510 246,623
Total $6,282,373 $5,502,052
Note C: DEBT.
Short-Term Borrowings
Miller maintains an unsecured revolving line of credit with a bank. The
loan agreement makes available up to $8 million through November 30,
2000. As of July 1, 2000, there were no borrowings outstanding under the
loan agreement. At July 3, 1999, outstanding borrowings aggregatged
$2,000,000. Interest is payable monthly at prime or a margin over the
London Interbank Offering Rate ("LIBOR"), depending on the pricing option
selected by Miller. At July 1, 2000 and July 3, 1999, the weighted
average interest rate was 8.04% and 8.00%, respectively. The loan
Note C: DEBT, Continued.
agreement contains, among other provisions, certain covenants including:
maintenance of a required current ratio, tangible net worth and
liabilities to tangible net worth ratio.
Long-Term Debt
Long-term debt consists of the following: July 1, July 3,
2000 1999
Bank term note, payable in monthly
installments of $50,000 including
interest at a variable rate, as
determined by prime or a margin over
LIBOR (8.54% at July 1, 2000),
final maturity in June 2003, unsecured $1,599,203 $2,059,784
Industrial revenue bond, variable rate
(4.95% at July 1, 2000), principal
payable in annual installments of
$200,000 through June 2004 and
$300,000 thereafter until final
maturity in June 2010 2,600,000 2,800,000
Industrial revenue bond, variable rate
(4.95% at July 1, 2000), principal
payable in annual installments of
$115,000 with an installment of $120,000
at final maturity in November 2007 925,000 1,040,000
Capitalized lease, interest imputed
at 5.63% - 183,189
Total 5,124,203 6,082,973
Less, Current maturities 795,190 806,119
Long-term debt $4,329,013 $5,276,854
In connection with the industrial revenue bond obligations, Miller
obtained, as a credit enhancement for the bondholders, irrevocable letters
of credit in favor of the bond trustees. Miller, at its discretion, can
convert the industrial revenue bonds from a variable rate, as determined
by the current market rate for this type of debt instrument, to a fixed
rate. The fixed rate would be determined contemporaneously with the
decision to convert. Miller may redeem the bonds at any time in
increments of $100,000. In the event the bonds have been converted to a
fixed rate, such redemption is at a premium determined by the number of
years from conversion to original maturity.
On August 12, 1996, Miller entered into a ten-year lease agreement with
the Board of County Commissioners of Coffey County, Kansas ("Coffey
County") to lease a 155,000 square foot manufacturing facility (the
"Kansas facility"). The lease agreement provided for payments of $2,500
per month with an option to purchase the building at the end of the lease
for a balloon payment of $250,000. The balloon payment is reduced if
certain full-time employee levels are attained during the term of the
lease. In connection with the lease agreement, Miller also entered into
an agreement with the then current tenant of the property, whereby Miller
paid the tenant $750,000 to obtain the property. Miller accounted for
this lease transaction as a capital lease whereby Miller recorded the
leased property under the capital lease and the related obligation on its
Note C: Debt, Concluded.
balance sheet. At July 3, 1999, the cost of the capitalized lease
property was $979,000 and the accumulated amortization was $77,707.
In August 1999, in connection with Miller's sale of certain assets of its
Kansas facility and the assignment of the lease agreement for the Kansas
facility to the buyer (see Note I), Miller and Coffey County entered into
a new lease agreement for the Kansas facility. The new lease agreement
has a five-year term, provides for the same amount of monthly rent
payments and includes a new purchase option (balloon payment) of $175,000
which is reduced up to a maximum of $35,000 per year based upon the
attainment of certain annual full-time employee levels. The new lease
agreement, which includes the purchase option, was approved by the Board
of Directors of Coffey County and transferred to the buyer in November,
1999.
At July 1, 2000, the annual maturities of long-term debt for each of the
next five fiscal years are as follows: 2001 - $795,190; 2002 - $838,458;
2003 - $885,625; 2004 - $339,930 and 2005 - $415,000.
Note D: EMPLOYEE BENEFIT PLANS.
401(k)Savings Plan
Miller maintains a simplified 401(k) savings plan (the "Plan") for
eligible participating employees of Miller. The Plan is a defined
contribution plan under which employees may voluntarily contribute a
percentage of their compensation. The Plan allows Miller to make
discretionary matching contributions before the end of the Plan's calendar
year-end. During the years ended July 1, 2000, July 3, 1999 and June 27,
1998, Miller expensed $125,826, $72,560 and $64,408, respectively, under
this Plan.
Non-Qualified Deferred Compensation Plan
Miller maintains a non-qualified deferred compensation plan for the
benefit of certain of its officers and salaried employees. Miller's
obligation under the deferred compensation plan is equal to compensation
amounts deferred by employees, employer contributions and investment
earnings on such amounts. Miller has established a trust, which is the
property of Miller, to fund the obligations under the deferred
compensation contracts. The trust has invested the employee deferred
amounts and Miller's employer contributions in life insurance contracts.
Miller's investment in such insurance contracts is valued using the cash
surrender value method and the value of these insurance contracts
approximates Miller's obligations under the deferred compensation
contracts. Deferred compensation expense aggregated $22,453, $20,119 and
$25,557 for fiscal years 2000, 1999 and 1998, respectively.
Note E: STOCK COMPENSATION PLANS.
Stock Option Plans
On November 5, 1997, Miller's stockholders approved the Miller Building
Systems, Inc. 1997 Stock Option Plan under which 500,000 shares of common
stock were reserved for future grant. The 1997 Plan expires February 20,
2007. On June 30, 1994, the Board of Directors adopted the Miller
Building Systems, Inc. 1994 Stock Option Plan under which 300,000 shares
of common stock were reserved for future grant. The 1994 Plan expires
Note E: STOCK COMPENSATION PLANS, Continued.
June 30, 2004. On August 26, 1991, the Board of Directors adopted the
Miller Building Systems, Inc. 1991 Stock Option Plan under which 250,000
shares of common stock were reserved for future grant. The 1991 Plan
expires August 26, 2001.
Miller's stock option plans provide that options can be granted by Miller
at a price not less than 100% of fair market value (or 110% of fair market
value if the optionee owns 10% or more of Miller's common stock). The
term of an option granted under the stock option plans cannot exceed ten
years, and options are either exercisable upon grant or contain a specific
vesting schedule, except in the event of a change of control, as defined,
at which time all outstanding options become fully exercisable by the
optionee.
The following table summarizes stock option activity:
Number Weighted Average
of Shares Exercise Price
Outstanding at June 29, 1997 378,800 $ 4.45
Granted 291,500 9.95
Canceled (15,200) 5.00
Exercised (125,100) 4.00
Outstanding at June 27, 1998 530,000 7.56
Granted 69,500 7.50
Canceled (71,000) 9.77
Exercised (16,500) 4.35
Outstanding at July 3, 1999 512,000 7.35
Granted 93,000 5.12
Canceled (18,000) 6.94
Exercised ( 2,800) 2.71
Outstanding at July 1, 2000 584,200 7.03
Exercisable at July 1, 2000 440,100 7.36
Options outstanding at July 1, 2000 are exercisable at prices ranging
from $2.50 to $11.25 per share and have a weighted average remaining
contractual life of 6.77 years. The following table summarizes
information about stock options outstanding at July 1, 2000.
Outstanding Exercisable
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted
Range of at Remaining Average at Average
Exercise July 1, Contractual Exercise July 1, Exercise
Price 2000 Life Price 2000 Price
$2.50 - $4.00 118,200 3.97 $3.44 118,200 $3.44
4.01 - 5.50 75,000 8.34 4.88 - -
5.51 - 7.00 113,000 3.00 6.24 90,600 6.24
7.01 - 8.50 85,000 5.02 7.68 38,300 7.56
8.51 - 10.00 68,000 7.33 9.18 68,000 9.18
10.01 - 11.25 125,000 7.32 10.85 125,000 10.85
584,200 440,100
Note E: STOCK COMPENSATION PLANS, Concluded.
At July 3, 1999 and June 27, 1998, there were exercisable options to
purchase 316,700 and 150,100 shares at weighted average exercise prices
of $6.59 and $4.85 per share, respectively. The weighted average grant
date fair value of options granted during the years ended July 1, 2000,
July 3, 1999 and June 27, 1998 were $1.96, $3.46 and $3.53, respectively.
As of July 1, 2000, 152,200 shares were reserved for the granting of
future stock options, compared with 227,200 shares at July 3, 1999. Had
Miller adopted the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", Miller's net income and earnings per share would have been:
July 1, July 3, June 27,
2000 1999 1998
Pro forma net income $3,905,545 $2,307,878 $1,881,853
Pro forma diluted earnings
per share 1.22 .66 .56
The pro forma amounts shown above and the weighted-average grant-date fair
value of options granted are estimated using the Black-Scholes option-
pricing model with the following assumptions:
Risk free interest rate 6.44% 4.68% 5.64%
Expected life 4.0 years 4.0 years 3.4 years
Expected volatility 42% 53% 50%
Stock Purchase Plan
Miller has an employee stock purchase plan under which a total of 500,000
shares of Miller's common stock are reserved for purchase by full-time
employees through payroll deductions at a price equal to 85% of the fair
market value on the purchase date. Certain restrictions in the plan limit
the amount of payroll deductions and the amount of ownership in Miller an
employee may acquire under the plan. At July 1, 2000, Miller has not
implemented the employee stock purchase plan.
Note F: INCOME TAXES
The provision for income taxes is summarized as follows:
Years Ended
July 1, July 3, June 27,
2000 1999 1998
Federal:
Current $1,845,000 $1,335,000 $ 833,000
Deferred tax (credit) (271,000) 5,000 239,000
1,574,000 1,340,000 1,072,000
State:
Current 391,000 293,000 179,000
Deferred tax (credit) (65,000) 1,000 55,000
326,000 294,000 234,000
Total $1,900,000 $1,634,000 $1,306,000
Note F: INCOME TAXES, Concluded.
The provision for income taxes included in the consolidated statements of
income differs from that computed by applying the federal statutory tax
rate (34%) to income before income taxes as follows:
Years Ended
July 1, July 3, June 27,
2000 1999 1998
Computed federal income
tax $2,036,000 $1,422,000 $1,172,000
Increase (decrease)
resulting from:
State income taxes, net
of federal income tax
benefit 215,000 194,000 154,000
Utilization of capital
loss carryforward (371,000) - -
Other, net 20,000 18,000 (20,000)
Total $1,900,000 $1,634,000 $1,306,000
Deferred income taxes reflect the estimated future net tax effects of
temporary differences between the carrying amounts of assets and liabili-
ties for financial reporting purposes and the amounts used for income tax
purposes. The components of the net deferred tax asset and liability at
July 1, 2000 and July 3, 1999 are as follows:
July 1, July 3,
2000 1999
Current deferred tax asset (liability):
Receivables $ 44,000 $ (22,000)
Inventories 97,000 106,000
Accrued warranty 125,000 52,000
Deferred compensation 129,000 -
Other accrued liabilities 143,000 82,000
Total $ 538,000 $ 218,000
Long-term deferred tax asset (liability):
Receivables $ (74,000) $(112,000)
Property, plant and equipment (89,000) (129,000)
Goodwill (135,000) (75,000)
Other 4,000 6,000
Total $(294,000) $(310,000)
Note G: NONRECURRING ITEMS.
During the fiscal years ended July 1, 2000 and July 3, 1999, Miller
recognized nonrecurring expenses of $87,302 and $107,366, respectively,
which related primarily to costs associated with a terminated merger.
Note H: COMMITMENTS AND CONTINGENCIES.
Share Repurchase Program
On October 14, 1999, the Board of Directors authorized the repurchase of
up to one million shares of Miller's outstanding common stock. Shares may
Note H: COMMITMENTS AND CONTINGENCIES, Concluded.
be purchased from time to time, depending on market conditions and other
factors, on the open market or through privately negotiated transactions.
As of July 1, 2000, Miller has acquired 299,095 shares under the share
repurchase program.
Lease Commitments
Miller leases two of its manufacturing facilities under noncancellable
operating leases expiring through April 2003. The lease for the Sioux
Falls, South Dakota facility expires on April 15, 2003. The lease for the
Binghampton, New York facility expires December 31, 2002 with an option to
renew for an additional five-year term and contains an option to purchase
the facility after February 28, 2000. Miller generally is responsible for
utilities, taxes and insurance on the leased facilities. Future minimum
lease payments under these noncancellable leases aggregate $741,988 and
are payable as follows: 2001 - $288,853; 2002 - $288,853 and 2003 -
$164,282.
Rental expense under all operating leases aggregated $406,992, $338,951
and $196,277 for the years ended July 1, 2000, July 3, 1999 and June 27,
1998, respectively.
Self-Insurance
Miller is self-insured for the portion of its employee health care costs
not covered by insurance. Miller is liable for medical claims up to
$40,000 per eligible employee annually, and aggregate annual claims up to
approximately $1,397,000. The aggregate annual deductible is determined
by the number of eligible covered employees during the year and the
coverage they elect. Miller accrues for the estimated losses occurring
from both asserted and unasserted claims. The estimate of the liability
for unasserted claims arising from incurred, but not reported, claims is
based on an analysis of historical claims data.
Employment Agreement
On July 10, 2000, Miller modified an existing employment agreement with
its Chief Executive Officer whereby Miller is required to pay a total of
$536,000 in various installments through September 2004. In the event of
a change in control, as defined, all amounts required under the above
agreement become immediately due and payable. Miller will record a charge
to operations in the first quarter of fiscal 2001 to record the present
value of the above amount.
Note I: ACQUISITION AND DISPOSITION OF BUSINESSES.
Disposition of Kansas Operation
On August 20, 1999, Miller entered into an Asset Purchase Agreement with
Andrew Corporation (the "Buyer") to sell certain assets used in the
business operations of its Kansas facility. The Asset Purchase Agreement
provided for the assignment of Miller's lease of its Kansas facility (see
Note C). The purchase price consisted of $3.5 million from the Buyer plus
the Buyer's assumption of certain liabilities of the Kansas operation,
including the Kansas facility lease which had previously been capitalized
by Miller. The $3.5 million consisted of a $1.0 million base purchase
price, which was paid at closing on August 20, 1999, and a contingent
purchase price of $2.5 million which was paid by the Buyer to Miller upon
the assignment and transfer of a lease agreement for the Kansas facility.
The assignment and transfer of the lease agreement for the Kansas facility
Note I: ACQUISITION AND DISPOSITION OF BUSINESSES, Concluded.
by Miller to the Buyer was approved by the lessor, Coffey County, in
November, 1999. Miller reported a pre-tax gain on the sale of the Kansas
assets of $1,446,708 in fiscal 2000. In connection with this sale,
Miller fully utilized in fiscal 2000 an available capital loss
carryforward of $1.1 million which resulted from the sale of the capital
stock of its California subsidiary in October 1996.
Acquisition of New York Operation
Effective January 1, 1998, Miller acquired all of the issued and
outstanding shares of common stock of United Structures, Inc. ("United"),
a New York corporation. United is engaged in the business of designing,
manufacturing and marketing factory-built structures primarily for the
telecommunications industry. The purchase price (the "minimum purchase
price"), including direct acquisition costs, consisted of cash of $3.1
million and assumed liabilities of $4.1 million. The excess of the
minimum purchase price over the fair value of acquired tangible assets
aggregated $2.1 million and was allocated to goodwill and is being
amortized on a straight-line basis over 30 years. In addition to the
minimum purchase price, Miller agreed to pay the seller a contingent
purchase price ("contingent purchase price"), which was payable in shares
of Miller's common stock, based on United's earnings exceeding a targeted
amount for the six-month period ended June 27, 1998. United's earnings
for the six-month period ended June 27, 1998 exceeded the targeted amount
and, accordingly, on September 4, 1998, Miller paid the maximum
additional contingent purchase price of $2,250,000 (227,082 shares of
Miller's common stock). The contingent purchase price was recorded as
goodwill. The acquisition of United was accounted for using the purchase
method and United's operating results have been included in Miller's
consolidated financial statements since the acquisition date of January 1,
1998.
Note J: UNAUDITED INTERIM FINANCIAL INFORMATION.
Presented below is certain selected unaudited quarterly financial
information for the years ended July 1, 2000 and July 3, 1999:
Net Gross Net Earnings Per Share
Sales Profit Income Basic Diluted
2000:
Fourth $18,804,581 $3,379,472 $1,281,680 $.42 $.41
Third 19,770,814 3,383,276 669,234 .21 .21
Second 15,536,362 2,674,940 1,256,568 .38 .38
First 16,883,211 3,230,446 881,752 .26 .26
1999:
Fourth $17,694,243 $3,613,760 $ 834,796 $.24 $.23
Third 14,325,764 2,489,854 490,507 .14 .14
Second 16,400,935 2,806,420 545,163 .15 .15
First 17,216,098 3,071,650 677,564 .19 .19
The sum of quarterly diluted earnings per share for the four quarters of
fiscal 2000 may not equal annual diluted earnings per share due to the
effect of dilutive securities.
Note K: SUBSEQUENT EVENTS.
On August 31, 2000, Miller entered an Agreement and Plan of Merger with
Coachmen Industries, Inc. ("Coachmen") to acquire all of Miller's
outstanding common stock for $8.40 in cash per share, plus up to an
additional $.30 in cash per share provided certain conditions have been
met by Miller, including the resolution of the dispute discussed in the
following paragraph. Coachmen will commence a cash tender offer in the
near future.
On August 22, 2000, Miller notified Modtech Holdings, Inc. ("Modtech")
that it had entered into an agreement with Coachmen with respect to
Coachmen's offer. Modtech indicated that they intended to hold Miller
liable for the payment of a $1 million termination fee pursuant to the
June 9, 2000 letter of agreement between Miller and Modtech. On the
same day, Miller filed a Complaint for Summary Judgement requesting the
court's declaration that Miller, among other things, had properly
terminated its letter of agreement with Modtech and that it had no
obligation to pay the $1 million termination fee or any other amount to
Modtech. On September 7, 2000, Modtech filed a Complaint against Miller
requesting that, among other things, that Modtech did not breach its
letter agreement with Miller and that Modtech is entitled to payment of
the $1 million termination fee. In addition, Modtech requested that the
Court order Miller to promptly consummate a merger with Modtech at a
price of $8.05 per share and restrain Miller from taking any action in
furtherance of the consummation of the transaction with Coachmen.
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
Additions Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expenses Accounts Deductions of Period
Year ended July 1, 2000:
Allowance for
doubtful receivables $ 48,002 $122,285 $ - $135,601(A) $ 34,686
Year ended July 3, 1999:
Allowance for
doubtful receivables $ 50,394 $ 7,656 $ - $ 10,048(A) $ 48,002
Year ended June 27, 1998:
Allowance for
doubtful receivables $ 48,239 $ 54,881 $ - $ 52,726(A) $ 50,394
(A) Uncollectible accounts written off.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
EDWARD C. CRAIG, age 65, became the Chief Executive Officer of the
Company and Vice Chairman of the Board of Directors of the Company effective
July 3, 1994. On July 1, 1999, Mr. Craig was elected Chairman of the Board of
Directors. Mr. Craig was elected President of the Company on August 11, 1994.
From July 1991 until April 1994, Mr. Craig was President and Chief Executive
Officer of IBG, a modular housing company. From April 1986 to July 1991, Mr.
Craig was President of Ryland Building Systems, a division of Ryland Homes,
Inc.
DAVID E. DOWNEN, age 59, has been a Director of the Company since
November 1986. Mr. Downen has been a Principal of Prairie Capital Services,
Inc., an investment banking firm, since March 1993. Mr. Downen was Managing
Director and Executive Vice President from March 1991 until December 1992 and
Co-manager from October 1985 until February 1991 in the Corporate Finance
Department of Kemper Securities Group, Inc. (formerly Blunt Ellis & Loewi
Incorporated).
KENNETH H. GRANAT, age 55, was elected a Director of the Company on
August 28, 1998. Mr. Granat has been a Director of Langer Biomechanics Group
since January 1995. Langer Biomechanics Group is a publicly traded company on
the NASDAQ Small Capitalization Exchange. Since 1987, Mr. Granat has been
Chief Executive Officer of Active Screw & Fastener Company, an Elk Grove
Village, Illinois company engaged in the full-line distribution of fasteners
and related products with plants in Elk Grove Village, Illinois; Tucson,
Arizona and Charlotte, North Carolina. Since 1991, he has been Vice President
and a Director of Trigran Investments, Inc., Deerfield, Illinois, the general
partner and investment advisor for Trigran Investments, L.P. Mr. Granat holds
a J.D. degree from the University of Illinois College of Law and a B.B.A.
degree in business administration from the University of Michigan.
WILLIAM P. HALL, age 77, has been a Director of the Company since
October 1984. Mr. Hall has been retired since 1985 and is a part-time
management consultant.
MYRON C. NOBLE, age 62, has been a Director of the Company since March
30,2000. Mr. Noble previously served as a Director of the Company from April
1995 through June 1998. Mr. Noble is the President of PiRod, Inc. which he
founded in 1973. PiRod, Inc. is a manufacturer of telecommunication
structures.
DAVID H. PADDEN, age 72, has been a Director of the Company since April
1983. Mr. Padden has been President of Padden & Co., Inc., a municipal bond
dealer based in Chicago, since 1963.
JEFFREY C. RUBENSTEIN, age 58, has been a Director of the Company since
April 1983. Mr. Rubenstein has been a principal of the law firm of Much
Shelist Freed Denenberg Ament & Rubenstein, P.C. since June 1991. From March
1989 until May 1991, Mr. Rubenstein was of counsel to the law firm of Sachnoff
& Weaver, Ltd, an Illinois professional corporation. From March 1988 until
January 1989, Mr. Rubenstein was President of Medical Management of America,
Inc., a management services company for health care providers. From November
1966 until March 1988, Mr. Rubenstein was a principal of the law firm Sachnoff,
Weaver & Rubenstein, Ltd. Mr. Rubenstein is a director of Home Products
International, Inc., Vita Foods, Inc. and a privately held firm.
(b) Executive Officers
Information regarding the Executive Officers of Miller is set forth
in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The following table set forth information concerning the compensation
of the Chief Executive Officer and each other executive officer of the Company
whose aggregate compensation for services in all capacities rendered during the
fiscal year ended July 1, 2000 exceeded $100,000 (collectively, the "Named
Executive Officers").
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
Fiscal Securities All Other
Name and Principal Year Salary Bonus Underlying Compensation (1)
Position Ended ($) ($) Options (#) $
Edward C. Craig, 2000 $200,000 $99,329 - $1,000
Chairman and 1999 200,000 10,000 - 500
Chief Executive 1998 200,000 20,000 - 500
Officer
Rick J. Bedell 2000 124,615 58,443 27,000 1,000
President 1999 120,000 10,000 3,000 500
1998 79,385 20,000 2,000 500
Thomas J. Martini 2000 95,538 48,070 2,000 1,000
Vice President of 1999 90,731 10,000 2,000 500
Finance, 1998 85,077 25,500 2,000 500
Secretary and
Treasurer
(1) Represents the value of the Company's contribution to the non-qualified
deferred compensation plan.
Option Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 2000
to the Named Executive Officers.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(1)
Percentage
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employee in Price Expiration
Name Granted(#) Fiscal Year(2) ($/Share) Date(3) 5% ($) 10% ($)
Rick J.
Bedell 27,000 (3) 36.0% $ 4.88 1/5/2006 $ 44,765 $101,557
Thomas J.
Martini 3,000 (3) 2.7 4.88 1/5/2006 3,314 7,523
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term. These
numbers are calculated based on the requirements of the Securities and
Exchange Commission and do not reflect the Company's estimate of future
stock price performance.
(2) The Company granted options representing a total of 75,000 shares to
employees in fiscal 2000.
(3) The options were granted on January 5, 2000 and, to the extent one-fifth
of the shares each year, become exercisable over a six-year period which
commenced on January 5, 2000.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table provides information on option exercises in fiscal
2000 by the Named Executive Officers and the value of such Named Executive
Officer's unexercised options at July 1, 2000.
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options at Options
on Realized July 1, 2000 (#)(2) July 1, 2000($)(3)
Name Exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
Edward C.
Craig - - 230,000 - $178,750 -
Rick J.
Bedell - - 5,200 32,800 5,700 66,300
Thomas J.
Martini - - 8,600 7,600 14,700 6,800
(1) Value realized is calculated by subtracting the exercise price of each
option exercised from the market value of shares of Common Stock
underlying each option at the exercise date. The value realized does not
necessarily indicate that the optionee sold such shares.
(2) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.
(3) Value is calculated by subtracting the exercise price of each option from
the market value of the shares of Common Stock underlying each option at
fiscal year-end. Fair market value is calculated based on the average
high and low "sales" price of shares of the Common Stock as reported on
the National Market on that date of $7.25 per share. There is no
guarantee that if and when these options are exercised they will have
this value.
Employment Agreement
On July 10, 2000, the Company amended the Employment Agreement with Mr.
Craig dated as of February 29, 1996 and amended on October 22, 1997 and
September 22, 1998 (collectively, the "Craig Agreement"). The Craig Agreement,
as amended to date, provides that Mr. Craig shall be employed by the Company as
its Chief Executive Officer for the period commencing on July 1, 1997 until and
including September 30, 2000 ("Term"), at an annual base salary of $200,000
("Base Salary"), and that, for the period from October 1, 2000 and continuing
through October 1, 2001, Mr. Craig will continue to receive an annual
remuneration of $200,000 and serve as the Company's Chairman of the Board. The
Craig Agreement also provides that for a period of three years, commencing
October 1, 2001 and continuing through September 30, 2004, Mr. Craig shall be
paid a sum of $280,000, in equal consecutive monthly installments as
remunberation for past consulting services. In addition, Mr. Craig will be
paid a special bonus of $28,000 per year, for the fiscal years 2000, 2001 and
2002.
Pursuant to the Craig Agreement, in addition to the Base Salary, for each
fiscal year during the term, the Company shall pay a discretionary bonus
("Bonus") to Mr. Craig, predicated on the Company's consolidated publicly
reported pre-tax profits generated from continuing operations (and excluding
non-recurring gains, profits and losses) ("Pre-Tax Profits"). The bonus shall
be computed each fiscal year as part of the Executive Bonus Program.
If Mr. Craig becomes disabled or dies during the Term, the Craig Agreement
states that Mr. Craig or his estate will continue to be compensated at his then
existing Base Salary for a period of twelve months after inception of the
disability, his date of death, or until the expiration of the Term, whichever
occurs earlier.
The Craig Agreement also contains a provision prohibiting Mr. Craig from
disclosing unauthorized confidential information, as defined, to third parties.
In addition, a vesting and payment provision provides that all payments, due
Mr. Craig, shall become immediately due and payable in the event of a change of
control of the Company.
Report of the Compensation Committee on Executive Compensation
It is the responsibility of the Compensation Committee to make
recommendations to the Board of Directors with respect to salaries, cash bonus
incentives and stock options. The Compensation Committee's determination as to
how and in what amount to compensate each executive officer is based upon three
Company policies. The first policy is to pay executives competitively to
attract, retain and motivate a high-quality senior management team. The second
policy is to link compensation to the attainment by each executive officer of
individual performance objectives. The third policy is to encourage a
performance oriented environment by linking the financial interests of
executive officers with stockholder value.
Base Salary. The Compensation Committee's determination of each executive
officer's base salary is designed to satisfy the policy of paying executive
officers competitively to attract, retain and motivate a high-quality senior
management team. The base salary of each executive officer is determined by
factors including, but not limited to, the individual's level of
responsibility, and base salaries paid by companies of a similar size, type
and geographic location.
Bonuses. The Compensation Committee's determination of each executive
officer's bonus is designed to satisfy the policy of linking compensation to
the attainment by each executive officer of individual performance and group
performance objectives. Each executive officer is entitled to a discretionary
bonus based upon pre-tax earnings from continuing operations (excluding non-
recurring gains, profits, and losses) for the Company as a whole.
Stock Options. The granting of stock options is designed to encourage a
performance-oriented environment by linking the financial interests of
executive officers with stockholder value. The stock options are granted
pursuant to the provisions of the 1997 Stock Option Plan, 1994 Stock Option
Plan and 1991 Stock Option Plan.
Deferred Compensation Plan. The Deferred Compensation Plan provides each
executive officer with the opportunity to defer certain pre-tax compensation
amounts into a trust to provide for the executive officers retirement. The
Company will match the employees contribution up to fifty percent of the first
one thousand dollars of deferred compensation. Administrative expenses of the
plan are paid by the Company.
Compensation of the Chief Executive Officer. The compensation for Edward
Craig, Chief Executive Officer, is determined under the terms of the Craig
Agreement. His compensation in fiscal 2000 consisted of a base salary in the
amount of $200,000 plus a bonus based on pre-tax profits generated from
continuing operations (excluding non-recurring gains, profits, and losses)
("Pre-Tax Profits") of the Company. This is a discretionary bonus as
recommended by the Compensation Committee based on the fiscal year end results.
The terms of the Craig Agreement are described in "Employment Agreement
above."
Compensation Committee of the Board of Directors
William P. Hall
David E. Downen
Kenneth H. Granat
Myron C. Noble
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of September 1, 2000, by each
Director, by each person known by the Company to be the beneficial owner of
more than 5% of the outstanding Common Stock, by each executive officer named
in the Summary Compensation Table below and by all of the Directors and
executive officers of the Company as a group.
Number of Shares of
Name and Address of Common Stock
Beneficial Owner (1) Beneficially Owned
Shares Percent
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 278,800(2) 9.1
Loeb Partners Corp.
61 Broadway, Suite 2450
New York, NY 10006-2899 238,700(3) 7.8
Ronald L. Chez
555 West Madison, Suite 3508, Tower I
Chicago, IL 60661 214,400 7.0
Edward C. Craig 315,873(4) 9.6
Rick J. Bedell 8,812(5) *
David E. Downen 45,100(6) 1.5
William P. Hall 24,000(7) *
Kenneth H. Granat 112,012(8) 3.6
Thomas J. Martini 15,490(9) *
Myron C. Noble 19,000(10) *
David H. Padden 94,000(11) 3.0
Jeffrey C. Rubenstein 59,166(12) 1.9
All directors and executive officers
as a group (10 persons) 701,351(13) 22.8
____________________
* Indicates ownership of less than 1% of Common Stock.
(1) The address of each person listed above, unless noted otherwise, is c/o
Miller Building Systems, Inc., 58120 County Road 3 South, Elkhart,
Indiana 46517.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possesses both voting and investment power
over the 278,800 shares of Common Stock. All 278,800 shares of Common
Stock are owned by the Portfolios, and Dimensional disclaims beneficial
ownership of such shares.
(3) Loeb Partners Corporation ("LPC") and Loeb Arbitrage Fund ("LAF"), are
registered broker/dealers and registered investment advisers. LAF and LPC
acquire shares of Common Stock for investment purposes. LPC beneficially
owns 26,520 shares of Common Stock with sole voting and dispositive power
over 14,033 shares and shared voting and dispositive power over 12,487
shares of Common Stock. LAF beneficially owns 212,180 shares of Common
Stock with sole voting and dispositive power.
(4) Includes 230,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(5) Includes 5,200 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(6) Includes 20,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(7) Includes 19,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(8) Includes 6,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000. Also,
includes 101,012 shares which are owned by Trigran Investments, L.P.
("Trigran"), of which Mr. Granat is a limited partner. Trigran has
sole voting and dispositive power with respect to such shares. Mr.
Granat is also an officer and director of Trigran Investments, Inc.,
which is a general partner of Trigran. Also includes 5,000 shares
which are held in a trust, of which, Mr. Granat is the beneficiary. The
trust is a partner in GT Partnership which has sole voting and dispositive
power.
(9) Includes 8,600 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(10) Includes 9,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(11) Includes 27,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(12) Includes 27,000 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
(13) Includes 354,600 shares of Common Stock which may be acquired through the
exercise of stock options within 60 days of August 21, 2000.
Section 16(a) of the Exchange Act requires the Company's Directors,
executive officers and holders of more than 10% of the Company's Common Stock
to file with the Securities and Exchange Commission (the "Commission") initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. The Company believes that during the
fiscal year ended July 1, 2000 its Directors, executive officers and holders
of more than 10% of the Company's Common Stock complied with all Section 16(a)
filing requirements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeffrey C. Rubenstein, a director of the Company, is principal of the
law firm Much Shelist Freed Denenberg Ament & Rubenstein, P.C., which the
Company has retained during the last fiscal year and proposes to retain during
the current fiscal year. Kenneth H. Granat, a director of the Company,
performed consulting services related to the Company's efforts to explore
possible merger and acquisition opportunities.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following consolidated financial statements and financial statement
schedule are included in Item 8 herein.
(1) Financial Statements:
Report of Independent Accountants
Consolidated Balance Sheets at July 1, 2000 and July 3, 1999
Consolidated Statements of Income for the years ended July 1, 2000,
July 3, 1999 and June 27, 1998
Consolidated Statements of Stockholders' Equity for the years
ended July 1, 2000, July 3, 1999 and June 27, 1998
Consolidated Statements of Cash Flows for the years ended
July 1, 2000, July 3, 1999 and June 27, 1998
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
II - Valuation and Qualifying Accounts
(3) Exhibits - See Index to Exhibits
(b) Reports on Form 8-K filed:
No reports on Form 8-K were filed by the registrant in the last quarter
of the fiscal year ended July 1, 2000.
MILLER BUILDING SYSTEMS, INC., AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
10.74 Third Amendment to Employment Agreement between Registrant and Edward C.
Craig, dated July 10, 2000.
21 Subsidiaries of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
The exhibits listed below are filed as part of this report and incorporated by
reference as indicated.
3.1 Certificate of Incorporation, as amended (a)
3.2 By-Laws, as amended (a) (b) (d) (f) (h) (i) (k)
4.1 Specimen Common Stock Certificate
4.2 Certificate of Incorporation, Articles Fourth, Eighth, and Tenth; By-Laws, Articles II, VII, and IX (a)
10.11 Lease Agreement between Sioux Falls Structures, Inc. (now known as
Miller Structures, Inc.), a South Dakota corporation, and Toboll
Corporation dated April 15, 1985 with respect to property located in
Sioux Falls, South Dakota (a) and Amendments thereto dated February 3,
1988 and December 31, 1989 (f)
10.47 Agreement between Registrant and Frederick H. Goldberger, dated May 6,
1991, which replaces an employment agreement dated April 26, 1988 and
amendments thereto which was to expire on June 30, 1995 (h)
10.48 1991 Stock Option Plan adopted by the Registrant's stockholders on
October 30, 1991 and Form of Option Agreement (k)
10.49 Miller Building Systems, Inc. 401(k) Plan (m)
10.53 1994 Stock Option Plan adopted by the Registrant's stockholders on
October 25, 1994 and Form of Option Agreement (n)
10.57 Employment agreement between Registrant and Edward C. Craig, dated
February 29, 1996 (p) (I)
10.58 Lease agreement between the Board of County Commissioners of Coffey
County, Kansas dated August 12, 1996 with respect to property located
in Burlington, Kansas (p)
10.59 Agreement between Registrant and American Quality Manufacturing, Inc.
dated July 25, 1996, to vacate the leased property located in
Burlington, Kansas (p)
10.60 Lease agreement between Toboll Property Limited Partnership and Miller
Structures, Inc. dated May 21, 1996, with respect to the lease of land
in Sioux Falls, South Dakota (p)
10.64 Stock Purchase Agreement, dated February 27, 1998, between Registrant
and David Newman and Marc Newman to purchase all of the issued and
outstanding shares of capital stock of United Structures, Inc., a New
York Corporation (q)
10.65 1997 Stock Option Plan adopted by the Registrant's stockholders on
November 5, 1997 (r)
10.66 Registration Statement to register 227,082 shares of the Registrants
common stock owned by David and Marc Newman (s)
10.67 Third Amendment to Lease Agreement between Toboll Properties Limited
Partnership and Sioux Fall Structures, Inc. (now known as Miller
Building Systems of South Dakota, Inc.) dated August 20, 1997, with
respect to the leased property at Sioux Falls, South Dakota. (t)
10.68 First Amendment to Employment Agreement between Registrant and Edward
C. Craig, dated October 22, 1997. (t)(I)
10.69 Lease agreement between United Kirkwood, L.L.C. and United Structures,
Inc., with respect to the leased property at Kirkwood, New York. (t)
10.70 Second Amendment to Employment Agreement between Registrant and Edward
C. Craig, dated September 22, 1998. (u)
10.71 Asset Purchase Agreement between Registrant and Andrew Corporation, dated August 20, 1999. (u)
10.72 Trust Agreement for the Executive Deferred Compensation Plan, dated September 12, 1996. (u)
10.73 Agreement and Plan of Merger between Registrant and Coachmen
Industries, Inc., dated August 31, 2000. (v)
(a) Registration Statement on Form S-1, as amended (File No. 0-14651)
(b) Form S-8, Date of Report - October 28, 1987
(c) Form 8-K, Date of Report - July 20, 1989
(d) Form 10-K for year ended June 30, 1989
(e) Form 8-K, Date of Report - January 31, 1990
(f) Form 10-K for year ended June 30, 1990
(g) Form 8-K, Date of Report - April 23, 1991
(h) Form 8-K, Date of Report - May 6, 1991
(i) Form 8-K, Date of Report - July 25, 1991
(j) Form 8-K, Date of Report - August 26, 1991
(k) Form S-8, Date of Report - July 31,1992
(l) Form 8-K, Date of Report - April 22, 1993
(m) Form 10-K for year ended June 30, 1993
(n) Form S-8, Date of Report - Dated December 30, 1994
(o) Form 10-K, for year ended July 1, 1995
(p) Form 10-K, for year ended June 29, 1996
(q) Form 8-K/A-1, Date of Report - February 27, 1998
(r) Form S-8, Date of Report - March 20, 1998
(s) Form S-3, Date of Report - August 5, 1998
(t) Form 10-K, for year ended June 27, 1998
(u) Form 10-K, for year ended July 3, 1999
(v) Form 8-K, Date of Report - August 31, 2000
(I) Indicates a management contract or compensation plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 BUILDING SYSTEMS, INC.
September 19, 2000 \Edward C. Craig
Edward C. Craig
Chariman, President and Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
\Edward C. Craig Chairman, President, September 19, 2000
Edward C. Craig Chief Executive Officer
and Director
(Principal Executive
Officer)
\Thomas J. Martini Secretary and September 19, 2000
Thomas J. Martini Treasurer (Principal
Financial and
Accounting Officer)
\David E. Downen Director September 19, 2000
David E. Downen
\William P. Hall Director September 19, 2000
William P. Hall
\Kenneth H. Granat Director September 19, 2000
Kenneth H. Granat
\Myron C. Noble Director September 19, 2000
Myron C. Noble
\David H. Padden Director September 19, 2000
David H. Padden
\Jeffrey C. Rubenstein Director September 19, 2000
Jeffrey C. Rubenstein
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