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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED APRIL 30, 1997 COMMISSION FILE NO. 0-24298
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MILLER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
62-1566286
(I.R.S. EMPLOYER IDENTIFICATION NO.)
3220 POINTE PARKWAY, SUITE 100, NORCROSS, GEORGIA 30092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 446-6778
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: COMMON STOCK, PAR
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VALUE $0.01 PER SHARE.
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NAME OF EACH EXCHANGE ON WHICH REGISTERED: NEW YORK STOCK EXCHANGE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE.
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X 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 10K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of July 18, 1997 was $607,062,270, based on the closing sale
price of the Common Stock as reported by the New York Stock Exchange on such
date. See Item 12.
At July 18, 1997 there were 42,897,801 shares of Common Stock, par value
$0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders are incorporated by reference into Part III.
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TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT
PART I
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ITEM 1. BUSINESS...................................................... 1
ITEM 2. PROPERTIES.................................................... 9
ITEM 3. LEGAL PROCEEDINGS............................................. 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 10
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.......................................... 11
ITEM 6. SELECTED FINANCIAL DATA....................................... 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................... 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................... 16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE..................................... 16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............ 17
ITEM 11. EXECUTIVE COMPENSATION........................................ 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................... 17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................ 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K............................................................ 18
FINANCIAL STATEMENTS.................................................... F-1
FINANCIAL STATEMENT SCHEDULES........................................... S-1
SIGNATURES.............................................................. II-1
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PART I
ITEM 1. BUSINESS
GENERAL
Miller Industries, Inc. (the "Company") is the world's largest integrated
provider of vehicle towing and recovery equipment, systems and services and
has executive offices in Atlanta, Georgia and manufacturing operations in
Tennessee, Pennsylvania, Mississippi, France and England. The Company markets
its towing and recovery equipment under the well-recognized Century(R),
Challenger(R), Holmes(R), Champion(R), Eagle(R), Jige(TM), Boniface(TM) and
Vulcan(R) brand names and markets its towing services under the national brand
name of RoadOne(TM).
Since 1990 the Company has developed or acquired several of the most well-
recognized brands in the fragmented towing and recovery equipment
manufacturing industry. The Company's strategy has been to increase its market
share in the industry through a combination of acquisitions and internal
growth. The Company increased its domestic and international market share as a
result of the acquisitions of three well-known brands during calendar 1996. In
January 1996, the Company acquired S.A. Jige Lohr Wreckers ("Jige Lohr"), a
leading European manufacturer of wreckers and car carriers, and in April 1996,
the Company acquired Boniface Engineering Limited ("Boniface"), a leading
manufacturer of large wreckers in the United Kingdom, thereby establishing
itself as the market leader in Europe. In September 1996, the Company acquired
Vulcan International, Inc., a leading domestic manufacturer of towing
equipment.
As a natural extension of its leading market position in manufacturing and
strong brand name recognition, the Company has broadened its strategy to
include vertical integration, with the goal of becoming the leading worldwide
manufacturer, distributor and service provider in the towing and recovery
industry. Since July 1996, the Company has acquired ten towing equipment
distributors, which, together with its independent distributors, are intended
to be part of a North American distribution network for towing and recovery
equipment as well as other specialty truck equipment and components. Since
February 1997, the Company, through its RoadOne subsidiary, has acquired 34
towing service companies with aggregate historical annual revenues of
approximately $80 million. These acquisitions are part of the Company's plan
to establish a national towing service network through owned companies in
combination with an extensive group of affiliates. Also in fiscal 1997, the
Company established its Financial Services Group to provide equipment
financing and related services to its distributors and their customers. The
Company intends to continue its expansion into the towing service and
distribution markets in fiscal 1998.
ACQUISITIONS
The Company has been pursuing a growth strategy that has involved
acquisitions of a significant number of companies. The Company uses an
internal acquisition team, supplemented as needed by outside advisors, and its
extensive contacts in the towing service industry, to identify, evaluate,
acquire and integrate towing operators and towing equipment distributors.
Acquisition candidates are evaluated based on stringent criteria in a
comprehensive process which includes operational, legal and financial due
diligence reviews. The Company expects to continue to pursue acquisitions in
the towing service and towing equipment distribution markets and anticipates
financing acquisitions with issuances of Common Stock, cash and/or borrowings
under lines of credit.
TOWING SERVICE ACQUISITIONS
During fiscal 1997, the Company acquired 29 towing service companies in
separate transactions, none of which were individually material to the
financial results of the Company. The Company issued an aggregate of
approximately 1.6 million shares of Common Stock and paid approximately $7.5
million of cash in such transactions which have been accounted for under the
purchase method of accounting, and issued an aggregate of approximately 2.2
million shares of Common Stock in such transactions which have been accounted
for under the pooling-of-interests method of accounting. Subsequent to April
30, 1997, the Company acquired five
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additional towing service companies in separate transactions, issuing
approximately 300,000 shares and paying approximately $2 million in cash, all
of which transactions have been accounted for under the purchase method of
accounting.
At July 15, 1997, the Company had entered into letters of intent to acquire
20 additional towing service companies in transactions expected to close over
the following twelve weeks. These transactions are subject to customary
conditions, including completion of due diligence investigations and execution
of definitive acquisition agreements, among others. The Company intends to
continue to aggressively pursue additional purchases of towing service
companies.
TOWING EQUIPMENT DISTRIBUTOR ACQUISITIONS
During fiscal 1997, the Company acquired six towing equipment distributors
in separate transactions, none of which were individually material to the
financial results of the Company. The Company issued an aggregate of
approximately 320,000 shares of Common Stock in such transactions which have
been accounted for under the purchase method of accounting, and issued an
aggregate of approximately 370,000 shares of Common Stock in such transactions
which have been accounted for under the pooling-of-interests method.
Subsequent to April 30, 1997, the Company acquired four additional towing
equipment distributors in separate transactions, issuing approximately 45,000
shares and paying approximately $865,000 in cash in transactions accounted for
under the purchase method of accounting, and issuing approximately 151,000
shares of Common Stock in acquisitions accounted for under the pooling-of-
interests method. The Company intends to continue to acquire additional towing
equipment distributors, but is not currently a party to any agreement to
acquire any other distributors.
TOWING AND RECOVERY EQUIPMENT MANUFACTURING
The Company offers a broad range of towing and recovery equipment products
that meet most customer design, capacity and cost requirements. The Company
manufactures the bodies of wreckers and car carriers, which are installed on
truck chassis manufactured by third parties. Wreckers generally are used to
recover and tow disabled vehicles and other equipment and range in type from
the conventional tow truck to large recovery vehicles with rotating hydraulic
booms and 60-ton lifting capacities. Car carriers are specialized flat bed
hauling vehicles with hydraulic tilt mechanisms that enable a towing operator
to drive or winch a vehicle onto the bed for transport. Car carriers transport
new or disabled vehicles and other equipment and are particularly effective
over longer distances.
The Company's products are sold primarily through independent distributors
that serve all 50 states, Canada and Mexico, and other foreign markets
including Europe, Japan, Taiwan, Hong Kong, China and the Middle East. As a
result of the acquisitions of Jige Lohr and Boniface, the Company
significantly increased its distribution capabilities in Europe. While most of
the Company's distributor agreements do not contain exclusivity provisions,
management believes that approximately 70% of the Company's independent
distributors sell the Company's products on an exclusive basis. In addition to
selling the Company's products to towing operators, the distributors provide
parts and service. The Company also has independent sales representatives that
exclusively market the Company's products and provide expertise and sales
assistance to distributors. Management believes the strength of the Company's
distribution network and the breadth of its product offerings are two key
advantages over its competitors.
PRODUCT LINE
The Company manufactures a broad line of wrecker and car carrier bodies to
meet a full range of customer design, capacity and cost requirements. The
products are marketed under the Century, Challenger, Holmes, Champion, Eagle,
Jige, Boniface and Vulcan brand names.
Wreckers. Wreckers are generally used to recover and tow disabled vehicles
and other equipment and range in type from the conventional tow truck to large
recovery vehicles with 60 ton lifting capacities. Wreckers are available with
specialized features, including underlifts, L-arms and scoops, which lift
disabled vehicles by
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the tires or front axle to minimize front end damage to the towed vehicles.
Certain heavy duty wrecker models offer rotating booms, which allow heavy duty
wreckers to recover vehicles from any angle, and proprietary remote control
devices for operating wreckers. In addition, certain light duty wreckers are
equipped with the patented "Eagle Claw" automatic wheellift hookup device that
allows operators to engage a disabled or unattended vehicle without leaving the
cab of the wrecker.
The Company's wreckers range in capacity from 8 to 60 tons, and are
characterized as light duty and heavy duty, with wreckers of 16 ton or greater
capacity being classified as heavy duty. Light duty wreckers are used to remove
vehicles from accident scenes and vehicles illegally parked, abandoned or
disabled, and for general recovery. Heavy duty wreckers are used in commercial
towing and recovery applications including overturned tractor trailers, buses,
motor homes and other vehicles.
Car Carriers. Car carriers are specialized flat bed hauling vehicles with
hydraulic tilt mechanisms that enable a towing operator to drive or winch a
vehicle onto the bed for transport. Car carriers are used to transport new or
disabled vehicles and other equipment and are particularly effective for
transporting vehicles or other equipment over long distances. In addition to
transporting vehicles, car carriers may also be used for other purposes,
including transportation of industrial equipment. In recent years, professional
towing operators have added car carriers to their fleets to complement their
towing capabilities.
BRAND NAMES
The Company manufactures and markets its wreckers and car carriers under
eight separate brand names. Although certain of the brands overlap in terms of
features, prices and distributors, each brand has its own distinctive image and
customer base.
Century(R). The Century brand is the Company's "top-of-the-line" brand and
represents what management believes to be the broadest product line in the
industry. The Century line was started in 1974 and produces wreckers ranging
from the 8 ton light duty to the 60 ton heavy duty models and car carriers in
lengths from 17 1/2 to 26 feet. Management believes that the Century brand has
a reputation as the industry's leading product innovator.
Vulcan(R). The Company's Vulcan product line, acquired in September 1996,
includes a range of premium light and heavy duty wreckers, car carriers and
other towing and recovery equipment. The Vulcan line is operated as an
autonomous subsidiary with its own independent distribution network.
Challenger(R). The Company's Challenger products compete with the Century and
Vulcan products and constitute a third premium product line. Challenger
products consist of light to heavy duty wreckers with capacities ranging from 8
to 60 tons, and car carriers with lengths ranging from 17 1/2 to 26 feet. The
Challenger line was started in 1975 and is known for high performance heavy
duty wreckers and aesthetic design.
Holmes(R). The Company's Holmes product line includes mid-priced wreckers
with 8 to 16 ton capacities and car carriers in 17 1/2 to 21 foot lengths. The
Holmes wrecker was first produced in 1916. The Holmes name has been the most
well-recognized and leading industry brand both domestically and
internationally through most of this century.
Champion(R). The Champion brand, which was introduced in 1991, includes car
carriers which range in length from 17 1/2 to 21 feet. The Champion product
line, which is generally lower-priced, allows the Company to offer a full line
of car carriers at various competitive price points. In 1993, the Champion line
was expanded to include a line of economy tow trucks with integrated boom and
underlift.
Eagle(R). The Company's Eagle products consist of light duty wreckers with a
patented "Eagle Claw" hook-up system that allows towing operators to engage a
disabled or unattended vehicle without leaving the cab of the tow truck. The
"Eagle Claw" hook-up system, which was patented in 1984, was originally
developed for the repossession market. Since being acquired, the Company has
upgraded its quality and features and expanded
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its recovery capability. The Eagle line is now gaining increased popularity in
the broader towing and recovery vehicle market.
Jige(TM). The Company's Jige product line, acquired in January 1996, is
comprised of a broad line of light and heavy duty wreckers and car carriers
marketed primarily in Europe. Jige International is a market leader best known
for its innovative designs of car carriers and light wreckers necessary to
operate within the narrow confines of European cities.
Boniface(TM). The Company's Boniface product line, acquired in April 1996, is
comprised primarily of heavy duty wreckers. Boniface produces a wide range of
heavy duty wreckers specializing in the long underlift technology required to
tow modern European tour buses.
The Company's Holmes and Century brand names are associated with four of the
major innovations in the industry: the rapid reverse winch, the tow sling, the
hydraulic lifting mechanism, and the underlift with parallel linkage and L-
arms. The Company's engineering staff, in consultation with manufacturing
personnel, uses computer-aided design and stress analysis systems to test new
product designs and to integrate various product improvements. In addition to
offering product innovations, the Company focuses on developing or licensing
new technology for its products.
MANUFACTURING PROCESS
The Company manufactures wreckers and car carriers at six manufacturing
facilities located in the United States, France and England. The manufacturing
process for the Company's products consists primarily of cutting and bending
sheet steel or aluminum into parts that are welded together to form the wrecker
or car carrier body. Components such as hydraulic cylinders, winches, valves
and pumps, which are purchased by the Company from third-party suppliers, are
then attached to the frame to form the completed wrecker or car carrier body.
The completed body is either installed by the Company or shipped by common
carrier to an independent distributor where it is then installed on a truck
chassis. Generally, the wrecker or car carrier bodies are painted by the
Company with a primer coat only, so that towing operators can select customized
colors to coordinate with chassis colors or fleet colors. To the extent final
painting is required before delivery, the Company contracts with independent
paint shops for such services.
The Company purchases raw materials and component parts from a number of
sources. Although the Company has no long term supply contracts, management
believes the Company has good relationships with its primary suppliers. The
Company has experienced no significant problems in obtaining adequate supplies
of raw materials and component parts to meet the requirements of its production
schedules. Management believes that the materials used in the production of the
Company's products are available at competitive prices from an adequate number
of alternative suppliers. Accordingly, management does not believe that the
loss of a single supplier would have a material adverse effect on the Company's
business.
TOWING AND RECOVERY EQUIPMENT DISTRIBUTION
Management categorizes the towing and recovery market into three general
product types: light duty wreckers, heavy duty wreckers and car carriers. The
light duty wrecker market consists primarily of professional wrecker operators,
repossession towing services, municipal and federal governmental agencies, and
repair shop or salvage company owners. The heavy duty market is dominated by
professional wrecker operators serving the needs of commercial vehicle
operators. The car carrier market, historically dominated by automobile salvage
companies, has expanded to include equipment rental companies that offer
delivery service and professional towing operators who desire to complement
their existing towing capabilities. Management estimates that there are
approximately 30,000 professional towing operators and 80,000 service station,
repair shop and salvage operators comprising the overall towing and recovery
market.
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Since July 1996, the Company's distribution group has acquired 10 towing
equipment distributors. These distributors are located in California, Colorado,
Florida, Georgia, Illinois, Mississippi and Missouri and in British Columbia
and Ontario, Canada. The Company intends to continue to acquire additional
towing equipment distributors, but is not currently a party to any agreement to
acquire any other distributors. The acquired distributors market the Company's
products as well as other specialty transportation equipment, and the Company
intends to expand the number and types of products distributed through its
distributors. The Company-owned distributors generally do not compete in the
same geographic markets as the Company's independent distributors. Vulcan,
which operates as an autonomous subsidiary, distributes its products through a
separate part of the Company's distribution network.
The Company's sales force, which services the Company's distribution network,
consists of 40 sales representatives, 34 of whom are Company employees whose
responsibilities include providing administrative and sales support to the
entire distributor base. The remaining 6 sales representatives are independent
contractors who market the Company's products exclusively. Sales
representatives receive commissions on direct sales based on product type and
brand and generally are assigned specific territories in which to promote and
solicit sales of the Company's products and to maintain customer relationships.
The Company has developed a diverse customer base consisting of approximately
150 distributors in North America, who serve all 50 states, Canada and Mexico,
and approximately 40 distributors that serve other foreign markets. During the
fiscal year ended April 30, 1997, no single distributor accounted for more than
5% of the Company's sales. Management believes the Company's broad and diverse
customer base provides it with the flexibility to adapt to market changes,
lessens its dependence on particular distributors and reduces the impact of
regional economic factors.
To support sales and marketing efforts, the Company produces demonstrator
models that are used by the Company's sales representatives and distributors.
To increase exposure to its products, the Company also has served as the
official recovery team for many automobile racing events, including the
Daytona, Talladega, Atlanta and Darlington NASCAR races, the Grand Prix in
Miami, Suzuka in Japan, the IMSA "24 Hours at Daytona" and Molson Indy races,
among others.
The Company routinely responds to requests for proposals or bid invitations
in consultation with its local distributors. The Company has been selected by
the United States General Services Administration as an approved source for
certain federal and defense agencies. The Company intends to continue to pursue
government contracting opportunities.
The towing and recovery equipment industry places heavy marketing emphasis on
product exhibitions at national and regional trade shows. In order to focus its
marketing efforts and to control marketing costs, the Company has reduced its
participation in regional trade shows and now concentrates its efforts on five
of the major trade shows each year. The Company works with its distributor
network to concentrate on various regional shows.
FINANCIAL SERVICES
The Company's Financial Services Group commenced operations in September 1996
to provide financial services to towing and recovery equipment distributors and
towing service companies. The Company initially offered floor plan financing to
distributors and purchase and lease financing to towing service operators.
In April 1997, the Company entered into a strategic alliance with Associates
Commercial Corporation to jointly market financing of the Company's products.
Under the exclusive arrangement, the Company, through its owned and independent
distributors, originates lease and loan financing for its end-customers, and
Associates provides the financing and servicing of the leases and loans. In
return for the Company's marketing activities, Associates pays a fee based on
amounts financed.
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The Company expects to capitalize on its strong existing relationships with
its distributors and their customers and its reputation for reliable service to
develop the Financial Services Group.
PRODUCT WARRANTIES AND INSURANCE
The Company offers a 12-month limited manufacturer's product and service
warranty on its wrecker and car carrier products. The Company's warranty
generally provides for repair or replacement of failed parts or components.
Warranty service is usually performed by the Company or an authorized
distributor. Due to its emphasis on quality production, the Company's warranty
expense in fiscal 1997 averaged less than 1% of net sales. Management believes
that the Company maintains adequate general liability and product liability
insurance.
BACKLOG
The Company produces virtually all of its products to order. The Company's
backlog is based upon customer purchase orders that the Company believes are
firm. The level of backlog at any particular time, however, is not an
appropriate indicator of the future operating performance of the Company.
Certain purchase orders are subject to cancellation by the customer upon
notification. Given the Company's production and delivery schedules, as well as
the recent plant expansions, management believes that the current backlog
represents less than three months of production.
TOWING SERVICES - ROADONE
In February 1997, the Company formed its towing service subsidiary, RoadOne,
to begin building a national towing service network. With the acquisition of 34
towing service companies to date, RoadOne has become the nation's largest
towing service company. The newly acquired operations are located in Colorado,
Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, Massachusetts,
Michigan, Mississippi, Missouri, New York, North Carolina, Ohio, Oregon, Texas
and Washington. RoadOne's corporate offices are located in Chattanooga,
Tennessee.
Historically, the towing service industry has been highly fragmented, with an
estimated 30,000 professional towing operators in the United States, many of
whom are undercapitalized local operators with no viable means of realizing
independently the economic value they have created for their businesses. As the
Company continues to pursue the acquisition of towing service companies,
management believes that these owned companies, along with affiliations
established with other professional towing operations, will form an
organization capable of offering commercial industries, as well as the general
public, consistent, high quality service across the nation. The Company's
strategy is to build brand loyalty among towing service customers by
emphasizing consistently high quality and dependable service from multiple
locations over a broad geographic area. The Company expects to market these
services to organizations with widely dispersed fleets of vehicles that would
benefit from a single source provider.
The Company intends to acquire a significant number of additional towing
service operators. The Company has targeted professional towers, and generally
seeks operators who have good reputations in their markets and solid management
willing to continue in the employment of the Company after the acquisition. As
of July 25, 1997, the Company had acquired 34 towing service operators with
aggregate historical annual revenues of approximately $80 million, and had
entered into letters of intent to acquire 20 additional towing service
operators. Upon consummation of these 20 acquisitions, RoadOne would have 54
operating companies with aggregate historical annual revenues of approximately
$115 million. These transactions are subject to customary conditions, including
completion of due diligence investigations and execution of definitive
acquisition agreements, among others.
In order to offer a nationwide towing service, the Company is establishing an
affiliate program under which independent professional towers who meet the
Company's criteria will provide towing services under the
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RoadOne name as "affiliates." RoadOne affiliates will be offered many of the
benefits of Miller-owned companies, such as product rebates, lower costs for
financing and insurance, quantity buying advantages, national marketing
strength and driver training. The Company's intention is eventually to sign
agreements with a large number of RoadOne affiliates across the United States.
COMPETITION
The towing and recovery equipment manufacturing industry is highly
competitive for sales to distributors and towing operators. Management
believes that competition in the towing and recovery equipment industry is a
function of product quality and innovation, reputation, technology, customer
service, product availability and price. The Company competes on the basis of
each of these criteria, with an emphasis on product quality and innovation and
customer service. Management also believes that a manufacturer's relationship
with distributors is a key component of success in the industry. Accordingly,
the Company has invested substantial resources and management time in building
and maintaining strong relationships with distributors. Management also
believes that the Company's products are regarded as high quality within their
particular price points. The Company's marketing strategy is to continue to
compete primarily on the basis of quality and reputation rather than solely on
the basis of price, and to continue to target the growing group of
professional towing operators who as end-users recognize the quality of the
Company's products.
Traditionally, the capital requirements for entry into the towing and
recovery manufacturing industry have been relatively low. Management believes
a manufacturer's capital resources and access to technological improvements
have become a more integral component of success in recent years. Accordingly,
management believes that the Company's ownership of patents on certain of the
industry's leading technologies has given it a competitive advantage. Certain
of the Company's competitors may have greater financial and other resources
and may provide more attractive dealer and retail customer financing
alternatives than the Company.
Historically, the towing service industry has been highly fragmented, with
an estimated 30,000 professional towing operators in the United States. The
Company believes that its consolidation of a number of these companies will
give it brand loyalty among towing service customers through an emphasis on
consistently high quality and dependable service from multiple locations over
a broad geographic area. The Company expects to market these services to
organizations with widely dispersed fleets of vehicles that would benefit from
a single source provider. However, the size of the towing service industry
will mean that the Company's operations will face continued competition from
many operators across the country. These operators could be consolidated by
other individuals or entities, or they could enter into affiliate
relationships with other companies. In addition, the Company's entry into the
towing service industry presents the risk that its new business could be
viewed as being in competition with other customers of the Company.
PATENTS AND TRADEMARKS
The development of the underlift parallel linkage and L-arms in 1982 is
considered one of the most innovative developments in the wrecker industry in
the last 25 years. This technology is significant primarily because it allows
the damage-free towing of newer aerodynamic vehicles made of lighter weight
materials. Patents for this technology were granted to an operating subsidiary
of the Company in 1987 and 1989. These patents expire in mid-year 2004. This
technology, particularly the L-arm device, is used in a majority of the
commercial wreckers today. Management believes that utilization of such
devices without a license is an infringement of the Company's patents.
Recently, the Company successfully litigated an infringement suit in which the
jury verdict confirmed the validity of the Company's patents on this
technology, and successfully settled an infringement action it brought against
another manufacturer. The Company also holds a number of other utility and
design patents covering other products, including the "Eagle-Claw" hook up
system, the Vulcan "scoop" wheel-retainer and the car carrier anti-tilt
device. The Company has also obtained the rights to use and develop certain
technologies owned or patented by others.
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The Company's trademarks "Century," "Holmes," "Champion," "Challenger,"
"Formula I," "Eagle Claw SelfLoading Wheellift," "Pro Star," "Street Runner"
and "Vulcan," among others, are registered with the United States Patent and
Trademark Office. The Company has applied for trademark registration of
"RoadOne," as well as other marks. Management believes that the Company's
trademarks are well-recognized by dealers, distributors and end-users in their
respective markets and are associated with a high level of quality and value.
EMPLOYEES
At April 30, 1997, the Company employed approximately 2,200 people,
including approximately 1,300 employees at RoadOne. None of the Company's
employees is covered by a collective bargaining agreement, though its
employees in France and England have certain similar rights provided by their
respective government's employment regulations. The Company considers its
employee relations to be good.
GOVERNMENT REGULATIONS AND ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state and local laws and
regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. Management
believes that the Company is in substantial compliance with all applicable
federal, state and local provisions relating to the protection of the
environment. The costs of complying with environmental protection laws and
regulations has not had a material adverse impact on the Company's financial
condition or results of operations in the past and is not expected to have a
material adverse impact in the future.
The Company is also subject to the Magnuson-Moss Warranty Federal Trade
Commission Improvement Act which regulates the description of warranties on
products. The description and substance of the Company's warranties are also
subject to a variety of federal and state laws and regulations applicable to
the manufacturing of vehicle components. Management believes that continued
compliance with various government regulations will not materially affect the
operations of the Company.
The Financial Services Group is subject to regulation under various federal,
state and local laws which limit the interest rates, fees and other charges
that may be charged by it or prescribe certain other terms of the financing
documents that it enters into with its customers. Management believes that the
additional administrative costs of complying with these regulations will not
materially affect the operations of the Company.
EXECUTIVE OFFICERS OF THE REGISTRANT
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NAME AGE POSITION WITH THE COMPANY
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William G. Miller....... 50 Chairman of the Board and Co-Chief Executive Officer
Jeffrey I. Badgley...... 45 President, Co-Chief Executive Officer and Director
Adam L. Dunayer......... 30 Vice President, Treasurer and Chief Financial Officer
Frank Madonia........... 48 Vice President, Secretary and General Counsel
J. Vincent Mish......... 46 Vice President and President of Financial Services Group
Daniel N. Sebastian..... 54 Vice President
</TABLE>
William G. Miller has served as Chairman of the Board and Chief Executive
Officer of the Company since April 1994 and spends substantially all of his
time on Company matters. In June 1997, he was named Co-Chief Executive
Officer, a title he shares with the Company's President, Jeffrey I. Badgley.
Mr. Miller also served as President of the Company from April 1994 to June
1996. He served as Chairman of Miller Group, Inc., from August 1990 through
May 1994, as its President from August 1990 to March 1993, and as its Chief
Executive Officer from March 1993 until May 1994. Mr. Miller also serves as
Chairman of Flow Measurement, Inc. ("Flow Measurement"), a maker of industrial
flow meters, and served as its President from February 1987 until April 1994.
Mr. Miller beneficially owns 80% of the capital stock of Flow Measurement.
Prior to 1987, Mr. Miller
8
<PAGE>
served in various management positions for Bendix Corporation, Neptune
International Corporation, Wheelabrator-Frye Inc. and The Signal Companies,
Inc.
Jeffrey I. Badgley has served as President of the Company since June 1996
and as a director since January 1996. In June 1997, he was named Co-Chief
Executive Officer of the Company, a title he shares with Mr. Miller. Mr.
Badgley served as Chief Operating Officer from June 1996 to June 1997. In
addition, Mr. Badgley serves as President of Miller Industries Towing
Equipment. Mr. Badgley served as Vice President--Sales of Miller Industries
Towing Equipment from 1988 to 1996. Mr. Badgley served for over five years as
Vice President--Sales and Marketing of Challenger Wrecker Corporation, a
position he held from 1982 until joining Miller Industries Towing Equipment.
He served as Vice-President of the Company from April 1994 to June 1996.
Adam L. Dunayer joined the Company in September 1996 and serves as Vice
President, Treasurer and Chief Financial Officer. From 1989 to September 1996,
Mr. Dunayer worked in investment banking with Bear, Stearns & Co. Inc., most
recently as Vice-President. Mr. Dunayer has a wide range of experience in
corporate finance, including equity and debt financings, as well as mergers
and acquisitions and general advisory services.
Frank Madonia has served as Vice President, General Counsel and Secretary of
the Company since April 1994. Mr. Madonia served as Secretary and General
Counsel to Miller Industries Towing Equipment since its acquisition by Miller
Group in 1990. From July 1987 through April 1994, Mr. Madonia served as Vice
President, General Counsel and Secretary of Flow Measurement. Prior to 1987,
Mr. Madonia served in various legal and management positions for United States
Steel Corporation, Neptune International Corporation, Wheelabrator-Frye Inc.,
The Signal Companies, Inc. and Allied-Signal Inc. In addition, Mr. Madonia is
registered to practice before the United States Patent and Trademark Office.
J. Vincent Mish is a certified public accountant and has served as President
of the Financial services Group since September 1996 and as a Vice President
of the Company since April 1994. From April 1994 through September 1996, Mr.
Mish served as Chief Financial Officer and Treasurer of the Company. Mr. Mish
served as Vice President and Treasurer of Miller Industries Towing Equipment
since its acquisition by Miller Group in 1990. From February 1987 through
April 1994, Mr. Mish served as Vice President and Treasurer of Flow
Measurement. Mr. Mish worked with Touche Ross & Company (now Deloitte and
Touche) for over ten years before serving as Treasurer and Chief Financial
Officer of DNE Corporation from 1982 to 1987. Mr. Mish is a member of the
American Institute of Certified Public Accountants and the Tennessee, Georgia
and Michigan Certified Public Accountant societies.
Daniel N. Sebastian has served as Vice President of the Company since April
1994. Mr. Sebastian has also served as President of Champion Carrier
Corporation ("Champion"), a wholly owned subsidiary of the Company, since July
1993. Mr. Sebastian served as Vice President of SAFEREC, Inc., a towing and
recovery distributorship, from 1987 until 1988, at which time he became the
operating manager of Champion. Mr. Sebastian has over 20 years of experience
in the towing and recovery industry.
ITEM 2. PROPERTIES
The Company operates four manufacturing facilities in the United States. The
facilities are located in (i) Ooltewah, Tennessee, (ii) Hermitage,
Pennsylvania, (iii) Olive Branch, Mississippi, and (iv) Greeneville,
Tennessee. The Ooltewah plant, containing approximately 150,000 square feet,
produces light and heavy duty wreckers; the Hermitage plant, containing
approximately 95,000 square feet, produces car carriers; the Olive Branch
facility, containing approximately 120,000 square feet, produces light and
heavy wreckers; and the Greeneville plant, which was acquired in January 1997,
and contains approximately 100,000 square feet, primarily produces car
carriers.
The Company operates two foreign manufacturing facilities located in the
Lorraine region of France, which contain, in the aggregate, approximately
100,000 square feet, and one in Norfolk, England, which contains approximately
22,500 square feet.
9
<PAGE>
The Company recently added 22,500 square feet of production capacity at its
Hermitage facility and approximately 15,000 square feet at the Ooltewah
facility. Management believes that these plant expansions, together with the
new car carrier manufacturing facility and additional training of personnel,
will allow the Company to increase production to meet anticipated demand for
its products.
In connection with its acquisition of 34 towing service companies, the
Company has acquired or entered into leases for property at over 100 locations
in 16 states. These facilities are utilized as offices for administrative and
dispatch operations, garages for repair and upkeep of towing vehicles, and
lots for storage and impounding of towed cars. RoadOne's corporate offices are
housed in 2,000 square feet of leased space in Chattanooga, Tennessee.
In connection with its acquisition of 10 towing equipment distribution
companies, the Company has acquired or entered into leases for property at 12
locations in seven states and two Canadian provinces. These facilities are
used for various distribution operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of these actions,
individually or in the aggregate, will have a material adverse effect on the
financial position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Registrant
during the fourth quarter of the fiscal year covered by this Report.
10
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "MLR." The following table sets forth the quarterly
range of high and low sales prices for the Common Stock for the period from May
1, 1995 through April 30, 1997. The following prices have been adjusted to
reflect a 3-for-2 stock split effected in April 1996, a 2-for-1 stock split
effected in September 1996, and a 3-for-2 stock split effected in December,
1996, each in the form of a stock dividend.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR ENDED APRIL 30, 1996
First Quarter.................................................. $ 4.31 $ 3.67
Second Quarter................................................. $ 4.56 $ 3.61
Third Quarter.................................................. $ 6.44 $ 4.42
Fourth Quarter................................................. $10.29 $ 5.83
FISCAL YEAR ENDED APRIL 30, 1997
First Quarter.................................................. $12.17 $ 8.50
Second Quarter................................................. $17.33 $11.00
Third Quarter.................................................. $22.88 $14.67
Fourth Quarter................................................. $21.63 $ 9.75
</TABLE>
The approximate number of holders of record and beneficial owners of Common
Stock as of July 18, 1997 was 1,644 and 9,000, respectively.
The Company has never declared cash dividends on the Common Stock. The
Company intends to retain its earnings to finance the expansion of its business
and does not anticipate paying cash dividends in the foreseeable future. Any
future determination as to the payment of cash dividends will depend upon such
factors as earnings, capital requirements, the Company's financial condition,
restrictions in financing agreements and other factors deemed relevant by the
Board of Directors. The payment of dividends by the Company is restricted by
its revolving credit facility.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended April 30, 1997, the Company issued 4,170,680
shares of its Common Stock, par value $.01 per share, that were not registered
under the Securities Act. The shares, in combination with cash, were issued as
consideration in the acquisition of 29 towing service companies and six towing
and recovery equipment distribution companies and were issued to approximately
60 individuals, entities and trusts. The market price on the date of issuance
ranged from $10.375 per share to $14.375 per share. The Company has undertaken
to file, as soon as practicable after publication of its financial statements
for its fiscal year ended April 30, 1997, and use its reasonable best efforts
to obtain the prompt effectiveness of, a registration statement under the
Securities Act to register the resales of these shares, so that such shares may
be offered and sold from time to time on the New York Stock Exchange or in
privately negotiated transactions.
The sales of the above securities are exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act, or Regulation D
promulgated thereunder, as transactions by an issuer not involving a public
offering.
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth the selected consolidated financial data of
the Company, which should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and with the
Company's Consolidated Financial Statements and Notes thereto. The selected
consolidated financial data for the years ended April 30, 1997, 1996 and 1995
have been derived from the consolidated financial statements of the Company
audited by Arthur Andersen LLP, independent public accountants. The selected
consolidated financial data for the year ended July 31, 1993, the nine months
ended April 30, 1994 and the twelve months ended April 30, 1994 have been
derived from the unaudited consolidated financial statements of the Company
which in the opinion of management, include all adjustments (which consist of
only normal recurring adjustments) necessary for a fair presentation of the
financial condition and results of operations of the Company for those
periods.
12
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
TWELVE NINE
MONTHS MONTHS YEAR
ENDED ENDED ENDED
YEARS ENDED APRIL 30, APRIL APRIL JULY
-------------------------- 30, 30, 31,
1997 1996 1995 1994(1) 1994(2) 1993
-------- -------- -------- ------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA:
Net sales............... $292,394 $180,463 $139,779 $94,601 $74,192 $71,554
Costs and expenses:
Cost of operations.... 238,625 148,490 113,439 72,985 57,306 54,751
Selling, general and
administrative
expenses............. 29,740 17,629 14,750 15,273 11,508 13,188
Merger related
expenses............. 452
Interest expense,
net.................. 620 209 370 409 338 311
-------- -------- -------- ------- ------- -------
Total costs and
expenses............... 269,437 166,328 128,559 88,667 69,152 68,250
Income before income
taxes, extraordinary
gain and cumulative
effect of accounting
change................. 22,957 14,135 11,220 5,934 5,040 3,304
Provision for income
taxes.................. 8,436 5,108 3,736 1,644 1,620 100
-------- -------- -------- ------- ------- -------
Income before
extraordinary gain and
cumulative effect of
accounting change...... 14,521 9,027 7,484 4,290 3,420 3,204
Extraordinary gain on
debt retirement (less
applicable income taxes
of $175 in 1995 and $26
in 1994)............... 288 1,143 1,143 --
Cumulative effect of
change in accounting
for income taxes....... 781 781
Net income.............. 14,521 9,027 7,772 6,214 5,344 3,204
Preferred stock
dividends.............. (66) (38) (111)
-------- -------- -------- ------- ------- -------
Net income available for
common stockholders.... $ 14,521 $ 9,027 $ 7,772 $ 6,148 $ 5,306 $ 3,093
======== ======== ======== ======= ======= =======
Net income per common
share(3):
Before extraordinary
gain and cumulative
effect of accounting
change............... $ 0.35 $ 0.26 $ 0.25 $ 0.20 $ 0.16 $ 0.15
Extraordinary gain on
debt retirement...... 0.05 0.05 --
Cumulative effect of
change in accounting
for income taxes..... -- -- 0.01 0.04 0.04 --
-------- -------- -------- ------- ------- -------
$ 0.35 $ 0.26 $ 0.26 0.29 0.25 0.15
======== ======== ======== ======= ======= =======
Weighted average number
of common & common
equivalent shares
outstanding............ 41,454 34,102 29,428 21,072 21,072 21,072
======== ======== ======== ======= ======= =======
BALANCE SHEET DATA (AT
PERIOD END):
Working capital......... $ 61,980 $ 52,438 $ 19,011 $ -- $ 9,382 $ 2,361
Total assets............ 215,297 123,978 66,018 -- 42,156 31,704
Long-term debt, less
current portion........ 11,282 9,335 5,171 -- 17,848 12,746
Cumulative redeemable
preferred stock........ -- -- -- -- 4,094 4,094
Common shareholders'
equity (deficit)....... 138,783 71,913 32,320 -- 2,443 (201)
</TABLE>
- --------
(1) The twelve month period ended April 30, 1994 is presented for comparison
only.
(2) In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 year end.
(3) Net income per common share and the weighted average number of common and
common equivalent shares outstanding are computed after giving retroactive
effect to the 3-for-2 stock split effected on April 12, 1996, the 2-for-1
stock split effected on September 30, 1996, the 3-for-2 stock split
effected on December 30, 1996, and the issuance of 18,472,500 shares of
common stock in connection with the reorganization in April 1994.
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the results of operations and financial condition
of the Company should be read in conjunction with the Consolidated Financial
Statements and Notes thereto.
GENERAL
Under the Company's accounting policies, sales are recorded when equipment is
shipped to independent distributors or other customers. While the Company
manufactures only the bodies of wreckers, which are installed on truck chassis
manufactured by third parties, the Company sometimes purchases the truck
chassis for resale to its customer. Sales of Company-purchased truck chassis
are included in net sales. Revenue from Company owned distributors is recorded
at the time equipment is shipped to customers or services are rendered. The
towing services division recognizes revenue at the time services are performed.
Margins are substantially lower on completed recovery vehicles containing
Company-purchased chassis because the markup over the cost of the chassis is
nominal.
The Company's net sales have historically been lower in its first quarter
when compared to the prior quarter due in part to decisions by purchasers of
light duty wreckers to defer wrecker purchases near the end of the chassis
model year. The Company's net sales have historically been relatively stronger
in its fourth quarter due in part to sales made at the largest towing and
recovery equipment trade show.
INCLUSION OF FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report, including but not limited to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the "Letter To Our Shareholders" may be deemed to be forward-
looking statements, as defined in the Private Securities Litigation Reform Act
of 1995. Any forward-looking statements included herein have been included
based upon facts available to management as of the date of the statement. Any
forward-looking statement does, however involve a number of risks and
uncertainties that could cause actual results to differ materially from any
such statement, including the risks and uncertainties discussed in the
Company's Prospectus dated November 6, 1996, under the caption "Risk Factors,"
which discussion is incorporated herein by this reference.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the components of
the consolidated statements of income expressed as a percentage of net sales.
<TABLE>
<CAPTION>
YEARS ENDED APRIL
30,
-------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Net sales................................................ 100.0% 100.0% 100.0%
Costs and expenses:
Costs of operations.................................... 81.6% 82.3% 81.2%
Selling, general and administrative expenses........... 10.2% 9.8% 10.6%
Merger related expenses................................ 0.1%
Interest expense, net.................................. 0.2% 0.1% 0.2%
----- ----- -----
Total cost and expenses.................................. 92.1% 92.2% 92.0%
Income before income taxes and extraordinary gain........ 7.9% 7.8% 8.0%
Provision for income taxes............................... 2.9% 2.8% 2.6%
----- ----- -----
Income before extraordinary gain......................... 5.0% 5.0% 5.4%
Extraordinary gain on debt retirement (Less applicable
income taxes of $175)................................... 0.0% 0.0% 0.2%
----- ----- -----
Net income............................................... 5.0% 5.0% 5.6%
===== ===== =====
</TABLE>
14
<PAGE>
Year Ended April 30, 1997 Compared to Year Ended April 30, 1996
Net sales for the year ended April 30, 1997 increased 62.0 % to $292.4
million from $180.5 million for the comparable period in 1996. The increase in
net sales was primarily the result of (i) higher unit sales in all of the
Company's manufacturing product lines, (ii) the inclusion for a full year of
sales of the two European manufacturing operations acquired in January and
April 1996, (iii) the inclusion since the acquisition dates in fiscal 1997 of
sales from the distributors and towing service companies acquired via purchase
transactions, (iv) a higher level of sales by the Company-owned distributors
and the towing service companies acquired in fiscal 1997 in pooling-of-
interests transactions and, (v) an increase in sales of truck chassis sold by
the domestic manufacturing operations to third parties.
Costs of operations as a percentage of net sales decreased slightly to 81.6%
for the year ended April 30, 1997 from 82.3% for the comparable prior year
period. This reduction was primarily a result of the Company's towing service
division, which generally has a lower level of operating costs than the
manufacturing and distribution division, accounting for a higher proportion of
revenue in fiscal 1997.
Selling, general and administrative expenses for fiscal 1997 increased 68.7%
to $29.7 million from $17.6 million for the comparable period of fiscal 1996.
The increase was due primarily to the impact of the significant expansion of
the Company's business referred to above and to incremental resources added to
support the Company's growth. As a percentage of net sales, selling, general
and administrative expenses increased slightly from 9.8% in fiscal 1996 to
10.2% in fiscal 1997 primarily as a result of the Company's towing services
division, which generally has a higher level of selling, general and
administrative costs than the manufacturing and distribution division.
Net interest expense for fiscal 1997 increased $.4 million to $.6 million
from $.2 million for fiscal 1996 primarily due to interest expense of the
businesses acquired in fiscal 1997 exceeding the interest income from the
investment of available cash balances.
The effective rate of the provision for income taxes was 36.7% for fiscal
1997 and 36.1% for fiscal 1996.
Year Ended April 30, 1996 Compared to Year Ended April 30, 1995
Net sales for the year ended April 30, 1996 increased 29.1 % to $180.5
million from $139.8 million for the comparable period in 1995. The increase in
net sales was primarily the result of (i) higher unit sales in all of the
Company's manufacturing product lines, (ii) the inclusion of sales in fiscal
1996 of sales of Jige Lohr following its acquisition in January 1996, (iii) a
higher level of sales by the Company-owned distributors and the towing service
companies acquired in fiscal 1997 in pooling-of-interests transactions and,
(iv) an increase in sales of truck chassis sold by the domestic manufacturing
operations to third parties.
Costs of operations as a percentage of net sales increased slightly to 82.3%
for the year ended April 30, 1996 from 81.2% for the comparable prior year
period due primarily to the impact of truck chassis cost of sales being at a
higher relative level in fiscal 1996 than in fiscal 1995.
Selling, general and administrative expenses for fiscal 1996 increased 19.5%
to $17.6 million from $14.8 million for the comparable period of fiscal 1995.
The increase was due primarily to the impact of higher expenses in the towing
service companies accounted for using the pooling-of-interests method of
accounting, higher commission expenses resulting from higher sales, and higher
general and administrative expenses incurred to support the increased sales and
the Company's fiscal 1996 acquisitions. As a percentage of net sales, selling,
general and administrative expenses decreased slightly to 9.8% in fiscal 1996
from 10.6% in fiscal 1995.
Net interest expense for fiscal 1996 decreased $.2 million to $.2 million
from $.4 million for fiscal 1995 primarily due to the investment of cash
generated from the January 1996 stock offering.
15
<PAGE>
The effective rate of the provision for income taxes was 36.1% for fiscal
1996 and 33.3% for fiscal 1995. The increase was due primarily to the higher
level of taxes incurred in fiscal 1996 by the towing service companies
accounted for using the pooling-of-interests method of accounting.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working capital, debt
service, and capital expenditures. The Company has financed its operations and
growth from internally generated funds and debt financing and, since August
1994, in part from the proceeds from its initial public offering and its
subsequent public offerings completed in January 1996 and November 1996. The
net proceeds of the public offerings were used to repay long-term debt,
including that of acquired companies, redeem cumulative preferred stock of a
wholly owned subsidiary, increase working capital, provide funds for capital
expenditures, acquisition of businesses, and other general corporate purposes.
Capital used in operating activities was $11.0 million for the year ended
April 30, 1997 as compared to $1.6 million provided by operations for the
comparable period of 1996. The cash used in operating activities in fiscal
1997 was primarily for the purpose of supporting the growth of the business in
both manufacturing and distribution.
Cash used in investing activities was $22.9 million for the year ended April
30, 1997 compared to $13.6 million for the year ended April 30, 1996. The cash
used in investing activities was primarily for the acquisition of companies
and for capital expenditures, including the acquisition of a car carrier
production plant in fiscal 1997, and equipment purchases.
Cash provided by financing activities was $17.3 million for the year ended
April 30, 1997 compared to $33.3 million for the comparable period in 1996. In
November 1996, the company completed a public offering of its Common Stock
which resulted in net proceeds after underwriting discounts and offering
expenses of $29.2 million. The net proceeds were used to repay debt, including
that of acquired companies, purchase a car carrier production plant in January
1997, for other capital expenditures, for working capital, for the acquisition
of companies, and for other general corporate purposes.
The Company has a $50 million unsecured revolving credit facility with
NationsBank of Tennessee, N.A. (the "Credit Facility"). Borrowings under the
Credit Facility bear interest at a rate equal to the 30-day LIBOR rate plus
0.8%. At April 30, 1997, there were no borrowings outstanding under the Credit
Facility. The Credit Facility imposes restrictions on the Company with respect
to the maintenance of certain financial ratios, the incurrence of
indebtedness, the sale of assets, mergers, capital expenditures, and the
payment of dividends.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share,"
which establishes new standards for computing and presenting earnings per
share ("EPS"). SFAS No. 128 is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods. Early
adoption is not permitted and upon initial application, all prior period EPS
data is required to be restated. The adoption of SFAS No. 128 will not have a
material effect on the Company's EPS amounts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included in Part IV, Item 14 of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
16
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the heading "PROPOSAL 1: ELECTION OF
DIRECTORS" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held August 29, 1997, filed with the Commission, is hereby incorporated
herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of
Regulation S-K, information relating to the executive officers of the
Registrant is included in Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "EXECUTIVE COMPENSATION" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Registrant's Annual Meeting of Shareholders to be held August 29,
1997, filed with the Commission, is hereby incorporated herein by reference.
The information contained in the Proxy Statement under the headings
"Compensation Committee Report on Executive Compensation" and "Performance
Graph" shall not be deemed incorporated herein by such reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" in the definitive Proxy Statement used in
connection with the solicitation of proxies for the Registrant's Annual
Meeting of Shareholders to be held August 29, 1997, filed with the Commission,
is hereby incorporated herein by reference.
For purposes of determining the aggregate market value of the Registrant's
voting stock held by nonaffiliates, shares held by all current directors and
executive officers of the Registrant have been excluded. The exclusion of such
shares is not intended to, and shall not, constitute a determination as to
which persons or entities may be "affiliates" of the Registrant as defined by
the Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" in the definitive Proxy Statement used in connection
with the solicitation of proxies for the Registrant's Annual Meeting of
Shareholders to be held August 29, 1997, filed with the Commission, is hereby
incorporated herein by reference.
17
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE NUMBER
DESCRIPTION IN REPORT
- ----------- -----------
<S> <C>
Report of Independent Public Accountants.......................... F-1
Consolidated Balance Sheets as of April 30, 1997 and 1996......... F-2
Consolidated Statements of Income for the years ended April 30,
1997, 1996, and 1995............................................. F-3
Consolidated Statements of Shareholders' Equity for the years
ended April 30, 1997, 1996, and 1995............................. F-4
Consolidated Statements of Cash Flows for the years ended April
30, 1997, 1996, and 1995......................................... F-5
Notes to Consolidated Financial Statements........................ F-6
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
The following Financial Statement Schedule for the Registrant is filed as
part of this Report and should be read in conjunction with the Consolidated
Financial Statements:
<TABLE>
<CAPTION>
PAGE NUMBER
DESCRIPTION IN REPORT
- ----------- -----------
<S> <C>
Report of Independent Public Accountants............................ S-1
Schedule II--Valuation and Qualifying Accounts...................... S-2
</TABLE>
All schedules, except those set forth above, have been omitted since the
information required is included in the financial statements or notes or have
been omitted as not applicable or not required.
3. EXHIBITS
The following exhibits are required to be filed with this Report by Item 601
of Regulation S-K:
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO EXHIBIT
REGISTRATION OR FILE FORM OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- -------- ------------- ---------
<C> <S> <C> <C> <C> <C>
3.1 Charter of the -- Form 10K July 29, 1997 3.1
Registrant
3.2 Bylaws of the Registrant 33-79430 S-1 August 1994 3.2
10.1 Settlement Letter dated 33-79430 S-1 August 1994 10.7
April 27, 1994 between
Miller Group, Inc. and
the Management Group
10.5 Participants Agreement 33-79430 S-1 August 1994 10.11
dated as of April 30,
1994 between the
Registrant, Century
Holdings, Inc., Century
Wrecker Corporation,
William G. Miller and
certain former
shareholders of Miller
Group, Inc.
10.20 Technology Transfer 33-79430 S-1 August 1994 10.26
Agreement dated March
21, 1991 between Miller
Group, Inc., Verducci,
Inc. and Jack Verducci
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO FORM EXHIBIT
REGISTRATION OR FILE OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
------------------------------- -------------------- ------ ----------- ---------
<C> <S> <C> <C> <C> <C>
10.21 Form of Noncompetition 33-79430 S-1 August 1994 10.28
Agreement between the
Registrant and certain
officers of the
Registrant
10.22 Form of Nonexclusive 33-79430 S-1 August 1994 10.31
Distributor Agreement
10.23 Loan Agreement dated as 33-79430 S-1 August 1994 10.35
of June 28, 1994 among
NationsBank of
Tennessee, N.A., the
Registrant and certain
subsidiaries of the
Registrant
10.24 $15 million Revolving 33-79430 S-1 August 1994 10.36
Line of Credit Note
dated as of June 28,
1994 from the Registrant
to NationsBank of
Tennessee, N.A.
10.25 Form of Guaranty 33-79430 S-1 August 1994 10.37
Agreement among
NationsBank of
Tennessee, N.A., and
certain subsidiaries of
the Registrant dated as
of June 28, 1994
10.26 Negative Pledge 33-79430 S-1 August 1994 10.38
Agreement dated as of
June 28, 1994 among
NationsBank of
Tennessee, N.A., the
Registrant and certain
subsidiaries of the
Registrant
10.27 Miller Industries, Inc. 33-79430 S-1 August 1994 10.1
Stock Option and
Incentive Plan**
10.28 Form of Incentive Stock 33-79430 S-1 August 1994 10.2
Option Agreement**
10.29 Miller Industries, Inc. 33-79430 S-1 August 1994 10.3
Cash Bonus Plan**
10.30 Miller Industries, Inc. 33-79430 S-1 August 1994 10.4
Non-Employee Director
Stock Option Plan**
10.31 Form of Director Stock 33-79430 S-1 August 1994 10.5
Option Agreement**
10.32 Form of Amended and 33-79430 S-1 August 1994 10.6
Restated Settlement and
Restriction Agreement
dated as of April 27,
1994 between Miller
Group, Inc., Century
Holdings, Inc. and
Jeffrey S. Badgley,
Thomas L. Cox, Marvin J.
Griffin, Frank Madonia,
J. Vincent Mish, H.
Patrick Mullen, L.
Stanley Neely and Daniel
N. Sebastian (the
"Management Group")
10.33 Employment Agreement 33-79430 S-1 August 1994 10.29
dated October 14, 1993
between Century Wrecker
Corporation and Jeffrey
I. Badgley
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO EXHIBIT
REGISTRATION OR FILE FORM OR NUMBER IN
DESCRIPTION NUMBER REPORT DATE OF REPORT REPORT
------------------------------- -------------------- --------- -------------- ---------
<C> <S> <C> <C> <C> <C>
10.35 First Amendment to 33-79430 S-1 August 1994 10.33
Employment Agreement
between Century Wrecker
Corporation and Jeffrey
I. Badgley**
10.37 Form of Employment -- Form 10-K April 30, 1995 10.37
Agreement between
Registrant and each of
Messrs. Madonia and
Mish**
10.38 First Amendment to -- Form 10-K April 30, 1995 10.38
Miller Industries, Inc.
Non-Employee Director
Stock Option Plan**
10.39 Second Amendment to -- Form 10-K April 30, 1996 10.39
Miller Industries, Inc.
Non-Employee Director
Stock Option Plan**
10.40 Second Amendment to -- Form 10-K April 30, 1996 10.40
Miller Industries, Inc.
Stock Option and
Incentive Plan**
10.41 Stock Purchase Agreement 33-99888 S-1 December 1995 10.1
dated November 1, 1995
between Jean and Monique
Georges, S.A. Lohr and
Miller Industries
International, Inc.
10.42 Renewal and Modification 33-99888 S-1 December 1995 10.33
of Revolving Line of
Credit Note dated
December 29, 1995
10.43 Third Amended Loan 33-99888 S-1 December 1995 10.34
Agreement and Amendment
to Guaranty Agreement
Among NationsBank of
Tennessee, N.A., the
Registrant and certain
subsidiaries of
Registrant dated
December 29, 1995
10.44 Guaranty Agreement by 33-99888 S-1 December 1995 10.35
and between Miller
Industries
International, Inc. and
NationsBank of
Tennessee, N.A. dated
December 29, 1995
10.45 Fourth Amended Loan -- Form 10-K July 29, 1997 10.45
Agreement among
Nationsbank of
Tennessee, N.A. the
Registrant and certain
subsidiaries of the
Registrant dated June
28, 1994
10.46 Fifth Amendment to Loan -- Form 10-K July 29, 1997 10.46
Agreement and Amendment
to Guaranty Agreements
Among NationsBank of
Tennessee, N.A., the
Registrant and certain
subsidiaries of
Registrant dated April
30, 1997
10.47 Second Renewal and -- Form 10-K July 29, 1997 10.47
Modification of
Revolving Line of Credit
Note dated April 30,
1997
10.48 Amended Negative Pledge -- Form 10-K July 29, 1997 10.48
Agreement Among
NationsBank of
Tennessee, N.A., the
Registrant and certain
subsidiaries of
Registrant dated April
30, 1997
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO EXHIBIT
REGISTRATION OR FILE FORM OR DATE OF NUMBER IN
DESCRIPTION NUMBER REPORT REPORT REPORT
---------------------------- -------------------- --------- ------------- ---------
<C> <S> <C> <C> <C> <C>
22 Subsidiaries of the -- Form 10-K July 29, 1997 22
Registrant
23 Consent of Arthur *
Andersen LLP
24 Power of Attorney (see -- Form 10-K July 29, 1997 24
signature page)
27 Financial Data Schedule -- Form 10-K July 29, 1997 27
</TABLE>
- --------
* Filed herewith.
** Management contract or compensatory plan or arrangement
(b) No reports on Form 8-K were filed by the Registrant during the fourth
quarter of the Registrant's 1997 fiscal year.
(c) The Registrant hereby files as exhibits to this Report the exhibits set
forth in Item 14(a)3 hereof.
(d) The Registrant hereby files as financial statement schedules to this
Report the financial statement schedules set forth in Item 14(a)2 hereof.
21
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................. F-1
Consolidated Balance Sheets as of April 30, 1997 and 1996................ F-2
Consolidated Statements of Income for the years ended April 30, 1997,
1996, and 1995.......................................................... F-3
Consolidated Statements of Shareholders' Equity for the years ended April
30, 1997, 1996, and 1995................................................ F-4
Consolidated Statements of Cash Flows for the years ended April 30, 1997,
1996, and 1995.......................................................... F-5
Notes to Consolidated Financial Statements............................... F-6
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Miller Industries, Inc.:
We have audited the accompanying consolidated balance sheets of MILLER
INDUSTRIES, INC. (a Tennessee corporation) AND SUBSIDIARIES as of April 30,
1997 and 1996 and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the three years in the period ended
April 30, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Miller Industries, Inc.
and subsidiaries as of April 30, 1997 and 1996 and the results of their
operations and their cash flows for each of the three years in the period
ended April 30, 1997 in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Chattanooga, Tennessee
July 15, 1997
F-1
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary investments........................... $ 8,508 $ 25,117
Accounts receivable, net of allowance for doubtful
accounts of $1,774 and $1,265 in 1997 and 1996,
respectively............................................ 49,844 33,650
Inventories.............................................. 60,574 32,432
Deferred income taxes.................................... 4,541 1,485
Prepaid expenses and other............................... 1,885 1,614
-------- --------
Total current assets................................... 125,352 94,298
PROPERTY, PLANT, AND EQUIPMENT, net........................ 49,171 23,309
GOODWILL, net.............................................. 36,916 5,107
PATENTS, TRADEMARKS, AND OTHER PURCHASED PRODUCT RIGHTS,
net....................................................... 908 976
OTHER ASSETS............................................... 2,950 288
-------- --------
$215,297 $123,978
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long term obligations................. $ 4,479 $ 1,414
Line of credit........................................... 0 1,301
Accounts payable......................................... 38,548 28,017
Accrued liabilities and other............................ 20,345 11,128
-------- --------
Total current liabilities.............................. 63,372 41,860
-------- --------
LONG TERM OBLIGATIONS, less current portion................ 11,282 9,335
-------- --------
DEFERRED INCOME TAXES...................................... 1,860 870
-------- --------
COMMITMENTS AND CONTINGENCIES (Notes 3, 7, 8 and 10)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 5,000,000 shares
authorized, none issued or outstanding.................. 0 0
Common stock, $.01 par value; 100,000,000 shares
authorized, 42,480,202 and 37,312,478 shares issued and
outstanding at 1997 and 1996, respectively.............. 425 373
Additional paid-in capital............................... 110,773 54,808
Retained earnings........................................ 28,027 16,749
Cumulative translation adjustment........................ (442) (17)
-------- --------
Total shareholders' equity............................. 138,783 71,913
-------- --------
$215,297 $123,978
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-2
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED APRIL 30, 1997, 1996, AND 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
NET SALES.......................................... $292,394 $180,463 $139,779
-------- -------- --------
COSTS AND EXPENSES:
Costs of operations.............................. 238,625 148,490 113,439
Selling, general, and administrative expenses.... 29,740 17,629 14,750
Merger related expenses.......................... 452 0 0
Interest expense, net............................ 620 209 370
-------- -------- --------
Total Costs and Expenses....................... 269,437 166,328 128,559
-------- -------- --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY GAIN.. 22,957 14,135 11,220
PROVISION FOR INCOME TAXES......................... 8,436 5,108 3,736
-------- -------- --------
INCOME BEFORE EXTRAORDINARY GAIN................... 14,521 9,027 7,484
EXTRAORDINARY GAIN ON DEBT RETIREMENT (less
applicable income taxes of $175).................. 0 0 288
-------- -------- --------
NET INCOME......................................... $ 14,521 $ 9,027 $ 7,772
======== ======== ========
NET INCOME PER SHARE:
Before extraordinary gain on debt retirement..... $ 0.35 $ 0.26 $ 0.25
Extraordinary gain on debt retirement............ 0.00 0.00 0.01
-------- -------- --------
$ 0.35 $ 0.26 $ 0.26
======== ======== ========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING................................ 41,454 34,102 29,428
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-3
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1997, 1996, AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE
COMMON PAID-IN RETAINED TRANSLATION
STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
------ ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
BALANCE, April 30, 1994....... $211 $ 1,188 $ 1,747 $ 0 $ 3,146
Issuance of 10,735,314
common shares through
initial public offering.... 107 22,103 0 0 22,210
Unamortized restructuring
credit from redemption of
preferred stock............ 0 694 0 0 694
Distributions to former
shareholders of Pooled
Entities................... 0 0 (789) 0 (789)
Net income.................. 0 0 7,772 0 7,772
---- -------- ------- ----- --------
BALANCE, April 30, 1995....... 318 23,985 8,730 0 33,033
Issuance of 5,400,000 common
shares through a public
offering................... 54 30,124 0 0 30,178
Issuance of 80,502 shares in
acquisition................ 1 614 0 0 615
Exercise of stock options... 0 37 0 0 37
Other stock issuance........ 0 48 0 0 48
Distributions to former
shareholders of Pooled
Entities................... 0 0 (1,008) 0 (1,008)
Net income.................. 0 0 9,027 0 9,027
Net translation
adjustments................ 0 0 0 (17) (17)
---- -------- ------- ----- --------
BALANCE, April 30, 1996....... 373 54,808 16,749 (17) 71,913
Exercise of stock options... 6 540 0 0 546
Tax benefit of exercise of
stock options.............. 0 630 0 0 630
Issuance of 1,943,028 common
shares through a public
offering................... 19 29,225 0 0 29,244
Issuance of 2,709,503 common
shares in acquisitions..... 27 25,570 (2,530) 0 23,067
Distributions to former
shareholders of Pooled
Entities................... 0 0 (713) 0 (713)
Net income.................. 0 0 14,521 0 14,521
Net translation
adjustments................ 0 0 0 (425) (425)
---- -------- ------- ----- --------
BALANCE, April 30, 1997....... $425 $110,773 $28,027 $(442) $138,783
==== ======== ======= ===== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-4
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 1997, 1996, AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income...................................... $ 14,521 $ 9,027 $ 7,772
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization................. 5,782 2,762 2,017
Gain on disposals of property, plant, and
equipment.................................... (170) (161) (130)
Extraordinary gain on debt retirement......... 0 0 (288)
Deferred income tax (benefit) provision....... (703) 373 140
Changes in operating assets and liabilities:
Accounts receivable......................... (10,385) (9,836) (9,894)
Inventories................................. (20,442) (6,857) (9,187)
Prepaid expenses and other.................. 1,312 (454) (211)
Accounts payable............................ (1,124) 5,827 9,501
Accrued liabilities and other............... 200 900 (657)
Other assets................................ 0 18 (20)
-------- -------- --------
Net cash (used in) provided by operating
activities............................... (11,009) 1,599 (957)
-------- -------- --------
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment..... (11,073) (10,407) (4,032)
Proceeds from sales of property, plant, and
equipment...................................... 297 449 165
Payment received on notes receivable............ 0 0 39
Proceeds from sale of finance receivables....... 24,596 0 0
Acquisition of businesses, net of cash
acquired....................................... (7,701) (3,567) 0
Funding of finance receivables.................. (28,679) 0 0
Other........................................... (304) (91) (165)
-------- -------- --------
Net cash used in investing activities..... (22,864) (13,616) (3,993)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock.......... 29,244 30,178 22,210
Proceeds from exercise of stock options......... 546 37 0
Net borrowings (payments) under line of credit.. (5,236) (522) 1,564
Borrowings under long term obligations.......... 1,374 6,346 1,176
Payments on long term obligations............... (7,365) (1,771) (13,219)
Redemption of preferred stock................... 0 0 (3,400)
Distributions to former shareholders of Pooled
Entities....................................... (713) (1,008) (789)
Other........................................... (560) 0 (225)
-------- -------- --------
Net cash provided by financing
activities............................... 17,290 33,260 7,317
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
TEMPORARY INVESTMENTS.......................... (26) (2) 0
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
INVESTMENTS.................................... (16,609) 21,241 2,367
CASH AND TEMPORARY INVESTMENTS, beginning of
year........................................... 25,117 3,876 1,509
-------- -------- --------
CASH AND TEMPORARY INVESTMENTS, end of year..... $ 8,508 $ 25,117 $ 3,876
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash payments for interest.................... $ 1,298 $ 430 $ 388
======== ======== ========
Cash payments for income taxes................ $ 7,898 $ 4,826 $ 3,027
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1997 AND 1996
1. ORGANIZATION AND NATURE OF OPERATIONS
Miller Industries, Inc. and subsidiaries ("the Company") is an integrated
provider of vehicle towing and recovery equipment, systems and services. The
principal markets for the towing and recovery equipment are independent
distributors and users of towing and recovery equipment located primarily
throughout the United States, Canada, Europe, Asia, and the Middle East. The
Company's products are marketed under the brand names of Century, Challenger,
Holmes, Champion, Eagle, Jige, Boniface, and Vulcan. The truck chassis on
which towing and recovery equipment are installed are either purchased by the
Company or provided by customers.
The Company markets its towing and recovery services in the United States
through its wholly owned subsidiary Road One, Inc. ("Road One").
At various dates during 1997, the Company acquired certain companies in
separate transactions that have been accounted for as poolings of interests.
These companies are referred to collectively as the "Pooled Entities." Prior
periods have been restated to include the operating results of all material
pooling-of-interests transactions. See Note 3, Business Combinations, for
further discussion of these transactions.
On August 9, 1994, the Company completed an initial public offering of
10,735,314 shares of its common stock at $2.33 per share (the "Offering"). The
net proceeds of the Offering were used to repay long-term obligations, redeem
cumulative preferred stock of a wholly owned subsidiary, increase working
capital, and provide funds for capital additions and other general corporate
purposes.
On January 31, 1996, the Company completed a public offering of 5,400,000
shares of previously unissued common stock at $6.11 per share. The net
proceeds were used to repay long-term obligations, increase working capital,
and provide funds for capital additions and other general corporate purposes.
On November 12, 1996, the Company completed a public offering of 1,943,028
shares of previously unissued common stock at $16.17 per share. The net
proceeds were used to fund Road One acquisitions and increase working capital.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Miller Industries, Inc. and its subsidiaries. All significant intercompany
transactions and balances have been eliminated.
CASH AND TEMPORARY INVESTMENTS
Cash and temporary investments include all cash and cash equivalent
investments with original maturities of three months or less, primarily
consisting of repurchase agreements.
F-6
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
INVENTORIES
Inventory costs include materials, labor, and factory overhead. Inventories
are stated at the lower of cost or market, determined on a first-in, first-out
basis. Inventories at April 30, 1997 and 1996 consisted of the following (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Chassis.................................................... $18,837 $ 7,188
Raw materials.............................................. 16,257 11,505
Work in process............................................ 7,843 7,155
Finished goods............................................. 17,637 6,584
------- -------
$60,574 $32,432
======= =======
</TABLE>
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are recorded at cost. Depreciation for
financial reporting purposes is provided using the straight-line method over
the estimated useful lives of the assets. Accelerated depreciation methods are
used for income tax purposes. Estimated useful lives range from 20 to 30 years
for buildings and improvements and 5 to 10 years for machinery and equipment
and furniture, fixtures, and vehicles. Expenditures for maintenance and
repairs are charged to expense as incurred.
Property, plant, and equipment at April 30, 1997 and 1996 consisted of the
following (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Land................................................... $ 3,181 $ 1,852
Buildings and improvements............................. 16,550 12,472
Machinery and equipment................................ 39,302 17,439
Furniture, fixtures, and vehicles...................... 9,402 2,210
Construction in progress............................... 1,193 781
-------- --------
69,628 34,754
Less accumulated depreciation.......................... (20,457) (11,445)
-------- --------
Property, plant, and equipment, net.................... $ 49,171 $ 23,309
======== ========
</TABLE>
NET INCOME PER SHARE
Net income per share is calculated using the weighted average number of
common and common equivalent shares outstanding.
In April 1996, September 1996, and December 1996, the Company effected a
three-for-two, a two-for-one, and a three-for-two common stock split,
respectively, each in the form of a stock dividend. All historical share and
per share amounts have been retroactively restated to reflect the common stock
splits.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share,"
which establishes new standards for computing and presenting earnings per
share ("EPS"). SFAS No. 128 is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods. Early
adoption is not permitted, and upon initial application, all prior period EPS
data is required to be restated. The adoption of SFAS No. 128 will not have a
material effect on the Company's EPS amounts.
F-7
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
GOODWILL
Goodwill is being amortized on a straight-line basis over 40 years. The
Company periodically evaluates whether events and circumstances have occurred
which would indicate that the goodwill is not recoverable. Accumulated
amortization of goodwill was $831,000 and $578,000 at April 30, 1997 and 1996,
respectively. Amortization expense for 1997, 1996, and 1995 was $253,000,
$101,000, and $100,000, respectively.
PATENTS, TRADEMARKS, AND OTHER PURCHASED PRODUCT RIGHTS
The cost of acquired patents, trademarks, and other purchased product rights
are capitalized and amortized using the straight-line method over 20 years.
Total accumulated amortization of these assets at April 30, 1997 and 1996 was
$315,000 and $251,000, respectively. Amortization expense for 1997, 1996, and
1995 was $64,000, $73,000, and $64,000, respectively.
ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other consisted of the following at April 30, 1997
and 1996 (in thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Accrued wages, commissions, bonuses, and benefits......... $ 4,153 $ 2,565
Accrued income taxes...................................... 3,159 2,217
Other..................................................... 13,033 6,346
------- -------
$20,345 $11,128
======= =======
</TABLE>
PRODUCT WARRANTY
The Company provides a one-year limited product and service warranty on
certain of its products. The Company provides for the estimated cost of this
warranty at the time of sale. Warranty expense for 1997, 1996, and 1995 was
$1,057,000, $618,000, and $941,000, respectively.
STOCK-BASED COMPENSATION
Effective May 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation." This statement defines a fair value based method of
accounting for an employee stock option or similar equity instrument. However,
it also allows an entity to continue to measure compensation for these plans
using the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25"). The Company has elected to
continue to account for its stock compensation plans under APB No. 25. Pro
forma disclosures of net income and net income per share, as if the fair value
based method of accounting defined in SFAS No. 123 had been applied, are
presented in Note 6.
CREDIT RISK
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash investments and
trade accounts receivable. The Company places its cash investments with high-
quality financial institutions and limits the amount of credit exposure to any
one institution. The Company's trade receivables are primarily from
independent distributors of towing and recovery equipment, and such
receivables are generally not collateralized. The Company monitors its
exposure for credit losses and maintains allowances for anticipated losses.
REVENUE RECOGNITION
Revenue is recorded by the Company when equipment is shipped to independent
distributors or other customers. Revenue from towing services is recognized
when services are performed.
F-8
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. BUSINESS COMBINATIONS
During fiscal 1996, the Company purchased all of the outstanding capital
stock of two European manufacturers of towing and recovery equipment at a
total purchase price of $4,641,000, consisting of $4,026,000 in cash and
$615,000 (80,502 shares) of newly issued common stock. These acquisitions have
been accounted for under the purchase method, and their operating results have
been included in the Company's consolidated results of operations from their
respective dates of acquisition. The impact of the acquisitions on
consolidated pro forma net sales, net income, and net income per share as if
the acquisitions had taken place at the beginning of fiscal 1995, was not
significant for 1996 and 1995.
In September 1996, the Company acquired all of the outstanding capital stock
of Vulcan International, Inc. ("Vulcan"), a manufacturer of towing and
recovery equipment, for $8,690,000 (761,193 shares) of newly issued common
stock. The acquisition was accounted for under the pooling-of-interests
method. Accordingly, prior periods have been restated to include Vulcan's
operating results.
During fiscal 1997, the Company purchased all of the outstanding capital
stock of 3 distributors of towing and recovery equipment in separate
transactions for an aggregate purchase price of $4,073,000 which consisted of
318,157 shares of common stock. The Company also purchased all of the
outstanding common stock of 13 towing service companies in separate
transactions for an aggregate purchase price of $29,239,000 which consisted of
$7,479,000 in cash and $21,760,000 (1,639,491 shares) of common stock. These
acquisitions have been accounted for using the purchase method of accounting,
and their operating results have been included in the Company's consolidated
results of operations from the respective dates of acquisition. The financial
statements reflect the preliminary allocation of purchase price as the
purchase price has not been finalized for all transactions. The excess of the
aggregate purchase price over the estimated fair value of assets acquired of
approximately $32,062,000 has been recognized as a component of goodwill in
the accompanying consolidated balance sheet at April 30, 1997.
Also during fiscal 1997, the Company purchased all of the outstanding
capital stock of an additional 3 distributors of towing and recovery equipment
in separate transactions for an aggregate purchase price of $4,395,000 which
consisted of 371,320 shares of common stock. The Company also purchased all of
the outstanding common stock of 16 towing service companies in separate
transactions for an aggregate purchase price of $28,053,000 which consisted of
$250,000 in cash and $27,803,000 (2,217,680 shares) of common stock. These
acquisitions were accounted for using the pooling-of-interests method of
accounting. Prior periods have been restated to include the operating results
of all material pooling-of-interests transactions.
The impact of the restatement for the Pooled Entities on the consolidated
results of operations of the Company for 1996 and 1995 is as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Net sales:
As previously reported....................... $182,741 $125,706 $ 94,722
Pooled Entities.............................. 109,653 54,757 45,057
-------- -------- --------
As restated................................ $292,394 $180,463 $139,779
======== ======== ========
Income before extraordinary gain:
As previously reported....................... $ 10,416 $ 7,793 $ 5,406
Pooled Entities.............................. 4,105 1,234 2,078
-------- -------- --------
As restated................................ $ 14,521 $ 9,027 $ 7,484
======== ======== ========
Net income:
As previously reported....................... $ 10,416 $ 7,793 $ 5,694
Pooled Entities.............................. 4,105 1,234 2,078
-------- -------- --------
As restated................................ $ 14,521 $ 9,027 $ 7,772
======== ======== ========
</TABLE>
F-9
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following unaudited pro forma summary combines the results of operations
of all 1997 purchase combinations, the immaterial pooling-of-interests
combinations, and the Company as if these combinations had occurred at the
beginning of fiscal 1996 after giving effect to certain adjustments, including
amortization of intangible assets and related income tax effects. The pro
forma summary does not necessarily reflect the results of operations as they
would have been if the Company and these acquisitions had constituted a single
entity during these periods (in thousands, except share data).
<TABLE>
<CAPTION>
1997 1996
--------------------- ---------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales...................... $292,394 $341,668 $180,463 $276,323
======== ======== ======== ========
Net income..................... $ 14,521 $ 13,727 $ 9,027 $ 10,008
======== ======== ======== ========
Net income per share........... $ 0.35 $ 0.32 $ 0.26 $ 0.28
======== ======== ======== ========
</TABLE>
Subsequent to April 30, 1997, the Company acquired an additional four
distributors of towing and recovery equipment and five towing service
companies in separate transactions, issuing in the aggregate approximately
497,000 shares of common stock and paying approximately $2,875,000 in cash.
These transactions have been accounted for under the purchase method of
accounting.
4. GAIN ON EARLY RETIREMENT OF DEBT AND PREFERRED STOCK REDEMPTION
Upon consummation of the initial public offering, the Company retired
certain obligations including previously restructured long-term obligations,
which resulted in a gain of $288,000. Such amount is reflected as an
extraordinary gain in the accompanying statement of income for 1995.
Additionally, upon consummation of the initial public offering, the Company
redeemed its cumulative redeemable preferred stock for $3,400,000, resulting
in a gain of $694,000, which was reflected as a credit to paid-in capital in
1995.
5. LONG-TERM OBLIGATIONS AND LINES OF CREDIT
LONG-TERM OBLIGATIONS
Long-term obligations consisted of the following at April 30, 1997 and 1996
(in thousands):
<TABLE>
<CAPTION>
1997 1996
------- ------
<S> <C> <C>
Mortgage notes payable, interest at rates from 3% to
6.88%, payable in monthly installments, maturing 2003 to
2011.................................................... $ 2,344 $2,510
Equipment notes payable, interest at rates from 6.5% to
13.75%, payable in monthly installments, maturing 1997
to 2005................................................. 12,015 5,539
Other notes payable...................................... 1,402 2,700
------- ------
15,761 10,749
Less current portion..................................... (4,479) (1,414)
------- ------
$11,282 $9,335
======= ======
</TABLE>
F-10
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
At April 30, 1997, maturities of long-term obligations (excluding future
cash outflows for interest) for the next five fiscal years are as follows (in
thousands):
<TABLE>
<S> <C>
1998.................................. $4,479
1999.................................. 3,982
2000.................................. 2,545
2001.................................. 1,662
2002.................................. 977
</TABLE>
Certain equipment and manufacturing facilities are pledged as collateral
under the mortgage notes payable.
LINE OF CREDIT
At April 30, 1997, the Company had an unsecured revolving credit facility of
$50,000,000 (the "Revolver") for working capital and other general corporate
purposes. Borrowings under the Revolver bear interest at rate LIBOR plus 0.8%,
(6.69% at April 30, 1997) and include a commitment fee on the daily unused
balance. The weighted average interest rate for borrowings outstanding under
the Revolver during 1997 was approximately 6.88%. Interest is payable monthly
and the Revolver is renewable on an annual basis. There were no borrowings
outstanding under the Revolver at April 30, 1997.
The Revolver imposes restrictions on the company with respect to the
maintenance of certain financial ratios, the incurrence of indebtedness, the
sale of assets, mergers, capital expenditures, and the payment of dividends.
6. STOCK-BASED COMPENSATION PLANS
Although the Company adopted SFAS No. 123 during 1997, it elected to
continue to account for compensation expense under its stock compensation
plans under APB No. 25. Accordingly, no compensation cost has been recognized
for stock option grants since the options have exercise prices equal to the
market value of the common stock at the date of grant.
In accordance with the Company's stock-based compensation plans, the Company
may grant incentive stock options as well as non-qualified and other stock-
related incentives to officers, employees and nonemployee directors of the
Company. Options vest ratably over a four-year period beginning on the grant
date and expire ten years from the date of grant. Shares available for
granting options at April 30, 1997 and 1996 were 2.3 million and 3.8 million,
respectively.
For SFAS No. 123 purposes, the fair value of each option grant has been
estimated as of the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions for grants in 1997 and 1996:
expected dividend yield of 0%, expected volatility of 42%, risk-free interest
rates of 6.33% and 6.08%, and expected lives of 5.5 years. Using these
assumptions, the fair value of options granted in 1997 and 1996 is
approximately $7,457,000 and $1,639,000, respectively, which would be
amortized as compensation expense over the vesting period of the options.
F-11
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Had compensation cost for 1997 and 1996 stock option grants been determined
based on the fair value at the grant dates consistent with the method
prescribed by SFAS No. 123, the Company's net income and net income per share
would have been adjusted to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996
------- ------
<S> <C> <C>
Net income (in thousands):
As reported............................................. $14,521 $9,027
Pro forma............................................... 13,624 8,864
Net income per share:
As reported............................................. $ 0.35 $ 0.26
Pro forma............................................... 0.33 0.26
</TABLE>
The pro forma effect on net income in this disclosure is not representative
of the pro forma effect on net income in future years because it does not take
into consideration pro forma compensation expense related to grants made prior
to 1996.
A summary of the activity of stock options during 1997, 1996, and 1995 is
presented below (shares in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---------------- ---------------- ----------------
WEIGHTED WEIGHTED WEIGHTED
SHARES AVERAGE SHARES AVERAGE SHARES AVERAGE
UNDER EXERCISE UNDER EXERCISE UNDER EXERCISE
OPTION PRICE OPTION PRICE OPTION PRICE
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at Beginning of
Year...................... 2,776 $ 2.98 1,915 $2.36 0 $0.00
Granted.................. 1,529 11.28 898 4.29 1,929 2.36
Exercised................ (515) 2.55 (18) 2.33 0 0
Forfeited................ (22) 6.67 (19) 2.77 (14) 2.33
----- ------ ----- ----- ----- -----
Outstanding at End of
Year...................... 3,768 $ 6.39 2,776 $2.98 1,915 $2.36
===== ====== ===== ===== ===== =====
Options exercisable at
year-end.................. 811 $ 3.25 509 $2.38 0 $0.00
===== ====== ===== ===== ===== =====
$ 5.54 $2.06 N/A
====== ===== =====
</TABLE>
A summary of the exercise prices for options outstanding under the Company's
stock-based compensation plans at April 30, 1997 is presented below (shares in
thousands):
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
SHARES WEIGHTED PRICE OF
EXERCISE UNDER AVERAGE SHARES SHARES
PRICE RANGE OPTION REMAINING LIFE EXERCISABLE EXERCISABLE
---------------- ------ -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 2.33 $ 3.37 1,425 7.27 577 $ 2.41
3.78 5.48 722 8.28 188 4.19
5.75 7.64 95 8.80 16 6.96
8.79 12.88 1,395 9.41 30 11.66
13.38 18.00 131 9.81 0 0.00
----- ---- --- ------
Total....... 3,768 8.38 811 $ 3.25
===== ==== === ======
</TABLE>
7. LEASE COMMITMENTS
The Company has entered into various operating leases for buildings and
office equipment. Rental expense under these leases was $455,000, $892,000,
and $908,000 for 1997, 1996, and 1995, respectively.
F-12
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
At April 30, 1997, future minimum lease payments under noncancellable
operating leases for the next five fiscal years are as follows (in thousands):
<TABLE>
<S> <C>
1998.................................. $1,570
1999.................................. 1,524
2000.................................. 1,399
2001.................................. 1,225
2002.................................. 1,080
</TABLE>
8. LITIGATION
The Company is party to certain proceedings incidental to its business. The
ultimate disposition of such matters cannot be determined presently but will
not, in the opinion of management, based in part on the advice of legal
counsel, have a material adverse effect on the Company's financial position or
results of operations.
In January 1996, the Company was awarded a judgment in a patent infringement
suit in the United States District Court for the Northern District of Iowa at
Sioux City, Iowa in which the jury found the defendant manufacturer and
distributor of towing equipment willfully infringed both the Company's
underlift parallel linkage and L-arm patents and that the common owner of the
manufacturer and distributor induced the infringement. The judgment was paid
to the Company in August 1996 in the amount of approximately $1.8 million,
which included enhanced damages for willfulness and pre-judgment and post-
judgment interest and a broad permanent injunction against future infringement
by the defendants. Defendants were not granted a license to use the Company's
L-arm technology. With this payment, both the Company and the defendants
withdrew their appeals, and the judgment, therefore, became a final judgment.
During the year ended April 30, 1995, Vulcan reached an agreement to settle
its patent infringement litigation against another towing equipment
manufacturer. As part of the settlement, Vulcan received $600,000 in cash from
the manufacturer in June 1995.
9. INCOME TAXES
Deferred tax assets and liabilities are determined based on the differences
between the financial and tax bases of existing assets and liabilities using
the currently enacted tax rates in effect for the year in which the
differences are expected to reverse.
The provision for income taxes consisted of the following for 1997, 1996,
and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Current:
Federal........................................... $7,973 $4,041 $3,045
State............................................. 938 570 551
Foreign........................................... 228 124 0
------ ------ ------
9,139 4,735 3,596
------ ------ ------
Deferred:
Federal........................................... (612) 388 112
State............................................. (72) (11) 28
Foreign........................................... (19) (4) 0
------ ------ ------
(703) 373 140
------ ------ ------
$8,436 $5,108 $3,736
====== ====== ======
</TABLE>
F-13
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The principal differences between the federal statutory tax rate and the
consolidated effective tax rate for 1997, 1996, and 1995 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax rate............................... 34.0% 34.0% 34.0%
State taxes, net of federal tax benefit.................. 4.0 4.0 4.0
Effect of S corporations acquired........................ (3.1) (1.7) (2.5)
Other.................................................... 1.8 (0.2) (2.2)
---- ---- ----
Effective tax rate....................................... 36.7% 36.1% 33.3%
==== ==== ====
</TABLE>
Deferred income taxes and liabilities for 1997 and 1996 reflect the impact
of temporary differences between the amounts of assets and liabilities for
financial reporting and income tax reporting purposes. Temporary differences
and carryforwards which give rise to deferred tax assets and liabilities at
April 30, 1997 and 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
------ -----
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts............................ $ 621 $ 245
Accruals and reserves...................................... 4,105 1,149
Inventory and related reserves............................. 185 25
Tax credit carryforwards................................... 0 127
Other...................................................... 12 74
------ -----
Total deferred tax assets................................ 4,923 1,620
------ -----
Deferred tax liabilities:
Property, plant, and equipment............................. 2,060 998
Other...................................................... 182 7
------ -----
Total deferred tax liabilities........................... 2,242 1,005
------ -----
Net deferred tax asset....................................... $2,681 $ 615
====== =====
</TABLE>
In management's opinion, the net deferred tax asset will be realized through
the recognition of taxable income in future periods.
10. SALE OF FINANCE RECEIVABLES
In April 1997, the Company entered into an agreement to sell certain finance
receivables to a third party leasing company for $24,596,000. The resulting
gain on the sale did not have a material impact on the Company's financial
statements.
The agreement contingently obligates the Company to indemnify the leasing
company for any losses it incurs up to specified amounts in the event the
lessee defaults. The Company believes that any equipment returned as a result
of lessee defaults could be sold to third parties at amounts approximating the
debt obligations under the lease. The Company's aggregate potential liability
under the agreement as of April 30, 1997 was $6,280,000. Management believes
its reserves for such recourse provisions are adequate to cover its exposures
under the agreement. No payments have been required under these arrangements
to date.
11. PREFERRED STOCK
The Company has authorized 5,000,000 shares of undesignated preferred stock
which can be issued in one or more series. The terms, price, and conditions of
the preferred shares will be set by the board of directors. No shares have
been issued.
F-14
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. EMPLOYEE BENEFIT PLAN
During 1996, the Company established a contributory retirement plan (the
"401(k) Plan") for all full-time employees with at least 90 days of service.
The 401(k) Plan is designed to provide tax-deferred income to the Company's
employees in accordance with the provisions of Section 401(k) of the Internal
Revenue Code.
The 401(k) Plan provides that each participant may contribute up to 15% of
his or her salary. The Company matches 33.33% of the first 3% of participant
contributions. Matching contributions vest over a period of five years.
All funds contributed by the participants are immediately vested. Under the
terms of the 401(k) Plan, the Company may also make discretionary profit-
sharing contributions. Profit-sharing contributions are allocated among
participants based on their annual compensation. Each participant has the
right to direct the investment of his or her funds among certain named
investment options.
Upon death, disability, retirement, or the termination of employment,
participants may elect to receive periodic or lump-sum payments. Additionally,
amounts may be withdrawn in cases of demonstrated hardship. Company
contributions to the 401(k) Plan were not significant in 1997.
13. SEGMENT INFORMATION
The Company operates in two principal industry segments: (i) manufacturing
and distribution and (ii) towing services.
<TABLE>
<CAPTION>
MANUFACTURING TOWING
AND DISTRIBUTION SERVICES CONSOLIDATED
---------------- -------- ------------
<S> <C> <C> <C>
1997
Net sales $254,977 $37,417 $292,394
Operating earnings.................. 21,200 2,377 23,577
Interest expense (income), net...... (271) 891 620
Earnings before income taxes and
extraordinary gain.................. 21,471 1,486 22,957
Depreciation and amortization....... 2,983 2,799 5,782
Capital expenditures................ 7,996 3,077 11,073
Identifiable assets................. 149,740 65,557 215,297
1996
Net sales 163,810 16,653 180,463
Operating earnings.................. 12,903 1,441 14,344
Interest expense, net............... 31 178 209
Earnings before income taxes and
extraordinary item.................. 12,747 1,388 14,135
Depreciation and amortization....... 1,259 1,503 2,762
Capital expenditures................ 7,246 3,161 10,407
Identifiable assets................. 114,054 9,924 123,978
1995
Net sales 125,899 13,880 139,779
Operating earnings.................. 10,016 1,574 11,590
Interest expense, net............... 228 142 370
Earnings before income taxes and
extraordinary item.................. 9,788 1,432 11,220
Depreciation and amortization....... 781 1,236 2,017
Capital expenditures................ 2,100 1,932 4,032
Identifiable assets................. 58,989 7,029 66,018
</TABLE>
F-15
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and temporary investments, accounts receivable,
accounts payable, and accrued liabilities are reasonable estimates of their
fair values because of the short maturity of these financial instruments. The
carrying values of long-term obligations is a reasonable estimate of their
fair values based on the rates available for obligations with similar terms
and maturities.
15. QUARTERLY FINANCIAL INFORMATION
The following is a summary of the unaudited quarterly financial information
for the years ended April 30, 1997 and 1996 (in thousands, except per share
data):
<TABLE>
<CAPTION>
INCOME PER
COMMON SHARE
INCOME BEFORE BEFORE
EXTRAORDINARY EXTRAORDINARY NET INCOME
NET SALES ITEM ITEM NET INCOME PER SHARE
--------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended April 30,
1997:
First quarter......... $ 60,963 2,857 $0.07 $ 2,857 $0.07
Second quarter........ 74,061 3,516 0.09 3,516 0.09
Third quarter......... 80,261 3,852 0.09 3,852 0.09
Fourth quarter........ 77,109 4,296 0.10 4,296 0.10
-------- ------- ----- ------- -----
Total............... $292,394 $14,521 $0.35 $14,521 $0.35
======== ======= ===== ======= =====
Year ended April 30,
1996:
First quarter......... $ 40,463 $ 1,591 $0.05 $ 1,591 $0.05
Second quarter........ 43,720 2,268 0.07 2,268 0.07
Third quarter......... 45,979 2,436 0.07 2,436 0.07
Fourth quarter........ 50,301 2,732 0.07 2,732 0.07
-------- ------- ----- ------- -----
Total............... $180,463 $ 9,027 $0.26 $ 9,027 $0.26
======== ======= ===== ======= =====
</TABLE>
16. RECLASSIFICATIONS
Certain reclassifications have been made to prior years' financial
information to conform with the 1997 presentation.
F-16
<PAGE>
FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
Miller Industries, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Miller Industries, Inc. and
subsidiaries included in this Form 10-K and have issued our report thereon
dated July 15, 1997. Our audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed in the
index is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
July 15, 1997
S-1
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CHARGED TO CHARGED TO ACCOUNTS END
OF PERIOD EXPENSES OTHER WRITTEN OFF OF PERIOD
---------- ---------- ---------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended April 30,
1995:
Deduction from asset
accounts:
Allowance for
doubtful accounts.. $ 679 147 0 (57) $ 769
Year ended April 30,
1996:
Deduction from asset
accounts:
Allowance for
doubtful accounts.. $ 769 160 413(a) (77) $1,265
Year ended April 30,
1997:
Deduction from asset
accounts:
Allowance for
doubtful accounts.. $1,265 174 474(a) (139) $1,774
</TABLE>
- --------
(a) The other addition to the allowance for doubtful accounts results from the
acquisitions in fiscal 1996 and 1997 which were accounted for under the
purchase method of accounting.
S-2
<PAGE>
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, ON THE 31ST DAY
OF JULY, 1997.
Miller Industries, Inc.
/s/ Adam L. Dunayer
By: _________________________________
ADAM L. DUNAYER
VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL 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 IN THE CAPACITIES INDICATED ON THE 31ST OF JULY, 1997.
SIGNATURE TITLE
Chairman of the Board and
* Co-Chief Executive Officer
- -------------------------------------
WILLIAM G. MILLER
President, Co-Chief
* Executive Officer and
- ------------------------------------- Director
JEFFREY I. BADGLEY
Vice President, Treasurer
/s/ Adam L. Dunayer and Chief Financial Officer
- ------------------------------------- (Principal Financial and
ADAM L. DUNAYER Accounting Officer)
Director
*
- -------------------------------------
A. RUSSELL CHANDLER, III
Director
*
- -------------------------------------
PAUL E. DRACK
Director
*
- -------------------------------------
STEPHEN A. FURBACHER
Director
*
- -------------------------------------
RICHARD H. ROBERTS
/s/ Adam L. Dunayer
*By: ___________________________
ADAM L. DUNAYER,
AS ATTORNEY-IN-FACT
II-1
<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K, into the Company's
previously filed Registration Statement on Form S-8 (File No. 33-82282).
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
July 28, 1997
