SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1999
Commission File No. 0-24298
MILLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1566286
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8503 Hilltop Drive
Ooltewah, TN 37363
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 238-4171 x238
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 / /
The number of shares outstanding of the registrant's Common Stock,
$.01 par value, as of February 28, 1999 was 46,448,530.<PAGE>
<PAGE>
MILLER INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements (Unaudited)
--------------------------------
Condensed Consolidated Balance Sheets -
January 31, 1999 and April 30, 1998 3
Condensed Consolidated Statements of Income
for the Three Months and Nine Months Ended
January 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended January 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations 9
-----------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
-----------------
Item 6. Exhibits and Reports on Form 8-K 14
---------------------------------
SIGNATURES 16
2<PAGE>
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
January 31, April 30,
1999 1998
----------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary investments $ 11,865 $ 7,367
Accounts receivable, net 81,449 67,008
Inventories 88,899 71,839
Deferred income taxes 4,131 4,217
Prepaid expenses and other 5,104 5,362
----------- -----------
Total current assets 191,448 155,793
PROPERTY, PLANT AND EQUIPMENT, net 97,244 85,849
GOODWILL, net 95,198 81,605
OTHER ASSETS, net 8,965 6,483
----------- -----------
$ 392,855 $ 329,730
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,437 $ 4,900
Accounts payable 29,127 27,883
Accrued liabilities and other 18,175 18,236
----------- -----------
Total current liabilities 49,739 51,019
----------- -----------
LONG-TERM DEBT, less current portion 147,446 95,778
----------- -----------
DEFERRED INCOME TAXES 2,804 2,697
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares authorized;
none issued or outstanding -- --
Common stock, $.01 par value, 100,000,000 shares
authorized; 46,448,530 and 45,941,814 shares issued
and outstanding at January 31, 1999 and April 30,
1998, respectively 464 459
Additional paid-in capital 141,954 139,480
Retained earnings 50,851 40,862
Accumulated other comprehensive income (403) (565)
----------- -----------
Total shareholders' equity 192,866 180,236
----------- -----------
$ 392,855 $ 329,730
=========== ===========
(/TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
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</TABLE>
<TABLE>
<CAPTION>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
January 31, January 31,
------------------------ -------------------------
1999 1998 1999 1998
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 132,629 $ 105,220 $ 384,438 $ 285,300
----------- ---------- ---------- ----------
COSTS AND EXPENSES:
Costs of operations 107,375 86,777 306,839 230,237
Selling, general, and administrative expenses 18,705 13,362 53,556 33,842
Restructuring costs -- -- -- 4,100
Interest expense, net 2,734 970 7,003 1,670
----------- ---------- ---------- ----------
Total costs and expenses 128,814 101,109 367,398 269,849
----------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 3,815 4,111 17,040 15,451
INCOME TAXES 1,564 1,720 7,052 5,985
----------- ---------- ---------- ----------
NET INCOME $ 2,251 $ 2,391 $ 9,988 $ 9,466
=========== ========== ========= ==========
NET INCOME PER SHARE:
Basic $ 0.05 $ 0.05 $ 0.22 $ 0.21
=========== ========== ========= ==========
Diluted $ 0.05 $ 0.05 $ 0.21 $ 0.21
=========== ========== ========= ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Basic 46,229 44,873 46,354 44,208
=========== ========== ========= ==========
Diluted 47,075 46,285 47,317 46,008
=========== ========== ========= ==========
(/TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
January 31,
-----------------------
1999 1998
--------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 9,988 $ 9,466
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 10,701 6,442
Deferred income tax provision 170 (1,554)
Gain on sales of property, plant, and equipment (715) (965)
Changes in operating assets and liabilities:
Accounts receivable (11,844) (7,878)
Inventories (16,027) (987)
Prepaid expenses and other 248 (2,617)
Accrued liabilities and other (1,668) (1,886)
Accounts payable 454 (14,085)
Other assets (2,299) (2,694)
--------- --------
Net cash used in operating activities (10,992) (16,758)
--------- --------
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (12,326) (14,808)
Proceeds from sales of property, plant, and equipment 2,313 1,648
Acquisition of businesses, net of cash acquired (17,508) (18,172)
Proceeds from sale of finance receivables -- 3,861
Funding of finance receivables -- (1,067)
Other (136) 560
--------- --------
Net cash used in investing activities (27,657) (27,978)
--------- --------
FINANCING ACTIVITIES:
Net borrowings under line of credit 51,000 55,133
Payments on long-term debt (6,191) (14,551)
Proceeds from exercise of stock options 82 965
Repurchase of common stock (1,868) --
--------- --------
Net cash provided by financing activities 43,023 41,547
--------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
TEMPORARY INVESTMENTS 124 (16)
--------- --------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
INVESTMENTS 4,498 (3,205)
CASH AND TEMPORARY INVESTMENTS, beginning of period 7,367 8,508
--------- --------
CASH AND TEMPORARY INVESTMENTS, end of period $ 11,865 $ 5,303
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest $ 7,143 $ 1,508
========= ========
Cash payments for income taxes $ 4,787 $ 7,235
========= ========
(/TABLE>
See accompanying notes to condensed consolidated financial statements.
5<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of Miller
Industries, Inc. and subsidiaries (the "Company") included herein
have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. Nevertheless, the
Company believes that the disclosures are adequate to make the
financial information presented not misleading. In the opinion
of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, which are of a
normal recurring nature, to present fairly the Company's
financial position, results of operations and cash flows at the
dates and for the periods presented. Interim results of
operations are not necessarily indicative of results to be
expected for the fiscal year. These condensed consolidated
financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended April 30,
1998.
2. Net Income Per Share
Basic net income per share is computed by dividing net income by
the weighted average number of common shares outstanding.
Diluted net income per share takes into consideration the assumed
conversion of outstanding stock options resulting in .8 million
and 1.4 million potential dilutive common shares for the three
months ended January 31, 1999 and 1998, and 1.0 million and 1.8
million potential dilutive common shares for the nine months
ended January 31, 1999 and 1998, respectively. Diluted net
income per share is calculated by dividing net income by the
weighted average number of common and potential dilutive common
shares outstanding. Per share amounts do not include the assumed
conversion of stock options with exercise prices greater than the
average share price because to do so would have been antidilutive
for the periods presented.
3. 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 January 31, 1999
and April 30, 1998 consisted of the following (in thousands):
6<PAGE>
</TABLE>
<TABLE>
<CAPTION>
January 31, April 30,
1999 1998
----------- ---------
<S> <C> <C> <C> <C>
Chassis $ 21,433 $ 14,211
Raw Materials 21,685 22,027
Work in process 14,061 11,470
Finished goods 31,720 24,131
------------- -------------
$ 88,899 $ 71,839
============= =============
(/TABLE>
4. Business Combinations
Throughout the nine months ended January 31, 1999, the Company
purchased 30 towing services companies for an aggregate purchase
price of $23,954,000, which consisted of $18,600,000 in cash and
$5,354,000 (864,427 shares) of common stock. These acquisitions
were accounted for using the purchase method of accounting. The
accompanying consolidated 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 net
assets acquired was approximately $13,023,000.
5. Legal Matters
In January 1998, the Company received a letter from the Antitrust
Division of the Department of Justice (the "Division") stating
that it was conducting a civil investigation covering
"competition in the tow truck industry". The letter asked that
the Company preserve its records related to the tow truck
industry, particularly documents related to sales and prices of
products and parts, acquisition of other companies in the
industry, distributor relations, patent matters, competition in
the industry generally, and activities of other companies in the
industry. In March 1998, the Company received a Civil
Investigation Demand ("CID") issued by the Division as part of
its continuing investigation of whether there are, have been or
may be violations of the federal antitrust statutes in the tow
truck industry. Under this CID, the Company has produced information
and documents to assist in the investigation, and the Company is
continuing to cooperate with the government. It is unknown at this
time what the eventual outcome of the investigation will be.
During September, October and November 1997, five lawsuits were
filed by certain persons who seek to represent a class of
shareholders who purchased shares of the Company's common stock
during the period from either October 15 or November 6, 1996 to
September 11, 1997. Four of the suits were filed in the United
States District Court for the Northern District of Georgia. The
remaining suit was filed in the Chancery Court of Hamilton
County, Tennessee. In general, the individual plaintiffs in all
of the cases allege that they were induced to purchase the
Company's common stock on the basis of allegedly actionable
misrepresentations or omissions about the Company and its
business and, as a result, were thereby damaged. Four of the
complaints assert claims under Sections 10(b) and 20 of the
Securities Act of 1934. The complaints name as the defendants
7<PAGE>
the Company and various of its present and former directors and
officers. The plaintiffs in the four actions which involved
claims in Federal Court under the Securities Exchange Act of 1934
have consolidated those actions. The Company filed a motion to
dismiss in the consolidated case which was granted in part and
denied in part. The plaintiffs have filed a motion for class
certification which the Company has opposed. The Company filed a
motion to dismiss in the Tennessee case which was granted in its
entirety. The plaintiffs in that case, with permission from the
Court, amended and refiled their complaint, which was dismissed with
prejudice by order of the Court dated March 11, 1999. In both these
actions, the Company has denied liability and continues to vigorously
defend itself.
In addition to the shareholder litigation described above, 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.
6. Stock Repurchase Plan
The Company's board of directors approved a share repurchase plan
during fiscal 1998 under which the Company may repurchase up to
2,000,000 shares of common stock from time to time until March
31, 1999. It is expected that such repurchased shares would be
issued as consideration in business acquisitions currently being
negotiated pursuant to the Company's ongoing acquisition
strategy. All shares purchased under the plan during fiscal 1999
and 1998 (400,000 shares at a cost of $1.9 million for the nine
months ended January 31, 1999 and 547,900 shares at a cost of
$4.2 million in fiscal 1998) were reissued as consideration for
towing services companies acquired prior to January 31, 1999.
7. Comprehensive Income
Effective May 1, 1998, the company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income",
which requires additional disclosure of amounts comprising
comprehensive income. The Company has other comprehensive income
in the form of cumulative translation adjustments and tax benefit
of stock option compensation deduction which resulted in total
comprehensive income of approximately $2,383,000 and $2,457,000
for the three months ended January 31, 1999 and 1998 and
$10,196,000 and $10,762,000 for the nine months ended January
31, 1999 and 1998, respectively.
8<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
RECENT DEVELOPMENTS
As more fully discussed in Note 4 to condensed consolidated financial
statements, during the nine months ended January 31, 1999, the Company
acquired a total of 30 towing services companies.
RESULTS OF OPERATIONS--THREE MONTHS ENDED JANUARY 31, 1999 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1998
Net sales for the three months ended January 31, 1999, increased 26.0%
to $132.6 million from $105.2 million for the comparable period in
1998. The increase in net sales was primarily the result of higher
sales from the towing and recovery equipment segment, including sales
from Chevron, the towing and recovery equipment manufacturer acquired
in December 1997, and the inclusion for the quarter ended January 31,
1999 of sales of towing services companies acquired since January 31,
1998.
Costs of operations for the three months ended January 31, 1999,
increased 23.7% to $107.4 million from $86.8 million for the
comparable period in 1998. Costs of operations as a percentage of net
sales decreased to 81.0% from 82.5%. This reduction was primarily a
result of the Company's towing services segment, which generally has a
lower level of operating costs than the towing and recovery equipment
segment, accounting for a higher proportion of revenues in the quarter
ended January 31, 1999.
Selling, general and administrative expenses for the three months
ended January 31, 1999, increased 40.0% to $18.7 million from $13.4
million for the comparable period in 1998. As a percentage of sales,
selling, general and administrative expenses increased from 12.7% to
14.1%. The increase was primarily a result of the Company's towing
services segment, which generally has a higher level of selling,
general and administrative costs as a percentage of sales than the
towing and recovery equipment segment.
Net interest expense increased $1.7 million to $2.7 million for three
months ended January 31, 1999 from $1.0 million for the comparable
period in 1998 primarily due to increased borrowings under the
Company's line of credit to fund working capital needs and additional
acquisitions of towing services companies.
RESULTS OF OPERATIONS--NINE MONTHS ENDED JANUARY 31, 1999 COMPARED TO
NINE MONTHS ENDED JANUARY 31, 1998
Net sales for the nine months ended January 31, 1999 increased 34.7%
to $384.4 million from $285.3 million for the comparable period in
1998. The increase in net sales was primarily the result of higher
sales from the towing and recovery equipment segment, including higher
sales of truck chassis and sales from Chevron, the towing and recovery
equipment manufacturer acquired in December 1997, and inclusion for
the nine months ended January 31, 1999 of sales from the towing
services companies acquired since January 31, 1998.
9<PAGE>
Costs of operations increased 33.3% to $306.8 million for the nine
months ended January 31, 1999 from $230.2 million for the comparable
period in 1998. Costs of operations as a percentage of net sales
decreased from 80.7% to 79.8%. This net decrease is attributed to the
Company's towing services segment, which generally has a lower level
of operating costs than the towing and recovery equipment segment,
accounting for a higher portion of revenues for the nine months ended
January 31, 1999.
Selling, general and administrative expenses increased 58.3% to $53.6
million for the nine months ended January 31, 1999 from $33.8 million
for the comparable period of 1998. As a percentage of net sales,
selling, general and administrative expenses increased from 11.9% to
13.9%. The increase related primarily to the Company's towing
services segment, which generally has a higher level of selling,
general and administrative costs as a percentage of net sales than the
towing and recovery equipment segment .
During the second quarter of fiscal 1998, the Company recorded a one-
time pretax charge of $4.1 million for the Olive Branch, Mississippi
facility closure and consolidation of manufacturing operations.
Net interest expense increased $5.3 million to $7.0 million for the
nine months ended January 31, 1999 from $1.7 million for the nine
months ended January 31, 1998 primarily due to increased borrowings
under the Company's line of credit to fund working capital needs and
additional acquisitions of towing services companies.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working capital,
debt service, capital expenditures, and the Company's towing services
acquisition program. The Company has financed its operations and growth
from internally generated funds and debt financing since fiscal 1997.
Cash flows used in operating activities were $11.0 million for the
nine months ended January 31, 1999 as compared to $16.8 million used
in operations for the comparable period of 1998. The cash used in
operating activities was primarily to fund working capital needed to
support the growth of the businesses.
Cash used in investing activities was $27.7 million for the nine
months ended January 31, 1999 compared to $28.0 million for the
comparable period in 1998. The cash used in investing activities was
primarily for capital expenditures for equipment, building expansion
and acquisitions of businesses.
Cash provided by financing activities was $43.0 million for the nine
months ended January 31, 1999 as compared to $41.5 million provided by
financing activities for the comparable period in the prior year. The
cash was provided primarily by borrowings under the Company's line of
credit to fund working capital and acquisitions.
10<PAGE>
The Company has an unsecured revolving credit facility of $175,000,000
(the "Credit Facility") for working capital and other general
corporate purposes. Borrowings under the Credit Facility bear
interest at a rate equal to the London Interbank Offered Rate plus a
margin ranging from 0.75% to 2.00% based on a specified ratio of
funded indebtedness to earnings or the prime rate, as elected by the
Company. At January 31, 1999, $136 million was 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, capital
expenditures and mergers and acquisitions.
On May 1, 1998, the Company entered into an interest rate swap
agreement covering the notional amount of $50 million of variable rate
debt to fix the interest rate at 5.68% plus the applicable margin.
The agreement expires at the end of three years unless cancelled by
the bank at the end of two years.
The Company is currently increasing the capacity of its plant in
Ooltewah, Tennessee. Capital expenditures remaining for this
expansion and additional equipment are expected to be approximately
$2.2 million. As described in Note 4 to condensed consolidated
financial statements, the Company has expended approximately $18.6
million for the purchase of towing services companies for the nine
months ended January 31, 1999. Excluding the capital commitments
set forth above, the Company has no other pending material commitments.
The Company believes that cash on hand, cash flows from operations and
available credit funding will be sufficient to fund its operating needs,
capital expenditures and debt service requirements for the next fiscal
year.
Management continually evaluates potential strategic acquisitions.
Although the Company believes that its financial resources will enable
it to consider potential acquisitions, additional debt or equity
financing may be necessary. No assurance in this regard can be given,
however, since future cash flows and the availability of financing
will depend on a number of factors, including prevailing economic
conditions and financial, business and other factors beyond the
Company's control.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company will adopt the provisions of Statement of Financial
Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information" in connection with its financial
statements for the year ending April 30, 1999. Statement No. 131 will
have no effect on the consolidated results of operations or financial
condition of the Company.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities",
effective for fiscal years beginning after June 15, 1999. SFAS No.
133 establishes accounting and reporting standards requiring
that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value.
SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must
formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting.
11<PAGE>
The Company has not yet quantified the impact of adopting SFAS No. 133
on its financial statements and has not determined the timing of or
method of adoption of SFAS No. 133. However, the Statement could
increase volatility in earnings and other comprehensive income.
YEAR 2000
The Company utilizes software and related technologies throughout its
businesses that will be affected by the date change in the year 2000.
The Company has been actively planning its systems for year 2000
compliance in its design, purchase, and installation processes. The
impact of non-compliant systems of a significant number of suppliers,
customers, and its own internal applications could be material to the
Company's operations.
The Company is in the process of implementing a new financial and
manufacturing software system that has been certified as year 2000
compliant. Completion of this implementation at its domestic
manufacturing facilities is expected to be complete by June 1999. The
Company's distribution facilities are in the process of implementing
year 2000 compliant financial software at all locations, with
anticipated completion by the end of fiscal 1999. Neither
implementation has been accelerated due to year 2000 issues, nor has
any information technology project been deferred as a result of
personnel or financial resource allocations to year 2000 issues.
Additionally, a project team has been formed to actively review and
evaluate the Company's systems for year 2000 compliance. Included in
this assessment is the review of both the hardware and software
infrastructure that supports the Company's major business functions.
To date, the project team has completed approximately 25% of its
review, and anticipates the majority of the review and planning to be
completed by May 1999. Remediation will take place from May 1999 to
December 1999. Through January 31, 1999, remediation costs incurred
have not been significant.
Besides impacting in-house systems, year 2000 issues could affect the
Company's suppliers and customers. Certain suppliers have been
surveyed for year 2000 compliance and state of readiness, with plans
to contact additional suppliers over the next several months. The
12
<PAGE>
Company is not reliant on a single supplier for its raw material and
purchased component needs. In the event that a significant number of
the Company's suppliers or customers do not successfully and timely
achieve their year 2000 compliance, the Company's business or
operations could be adversely affected.
The Company has and is addressing its year 2000 exposures. However,
the Company has not yet formalized its contingency plans should an
unforeseeable year 2000 issue arise that poses a significant threat to
the Company's business. The year 2000 project team will address these
issues as part of the overall compliance review and recommend interim
solutions until permanent ones are available. Management will
continue to monitor the progress of the project team and make
additional contingency plans as deemed necessary.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In January 1998, the Company received a letter from the Antitrust
Division of the Department of Justice (the "Division") stating that it
was conducting a civil investigation covering "competition in the tow
truck industry." The letter asked that the Company preserve its
records related to the tow truck industry, particularly documents
related to sales and prices of products and parts, acquisition of
other companies in the industry, distributor relations, patent
matters, competition in the industry generally, and activities of
other companies in the industry. In March 1998, the Company received
a Civil Investigation Demand ("CID") issued by the Division as part of
its continuing investigation of whether there are, have been or may be
violations of the federal antitrust statutes in the tow truck
industry. Under this CID, the Company has produced information and
documents to assist in the investigation, and the Company is
continuing to cooperate with the government. It is unknown at this
time what the eventual outcome of the investigation will be.
During September, October and November 1997, five lawsuits were filed
by certain persons who seek to represent a class of shareholders who
purchased shares of the Company's common stock during the period from
either October 15 or November 6, 1996 to September 11, 1997. Four of
the suits were filed in the United States District Court for the
Northern District of Georgia. The remaining suit was filed in the
Chancery Court of Hamilton County, Tennessee. In general, the
individual plaintiffs in all of the cases allege that they were
induced to purchase the Company's common stock on the basis of
allegedly actionable misrepresentations or omissions about the Company
and its business and, as a result were thereby damaged. Four of the
complaints assert claims under Sections 10(b) and 20 of the Securities
Act of 1934. The complaints name as the defendants the Company and
various of its present and former directors and officers. The
plaintiffs in the four actions which involved claims in Federal Court
under the Securities Exchange Act of 1934 have consolidated those
actions. The Company filed a motion to dismiss in the consolidated
case which was granted in part and denied in part. The plaintiffs
have filed a motion for class certification which the Company has opposed.
The Company filed a motion to dismiss in the Tennessee case which was
granted in its entirety. The plaintiffs in that case, with permission
from the Court, amended and refiled their complaint, which was dismissed
with prejudice by order of the Court dated March 11, 1999. In both these
actions, the Company has denied liability and continues to vigorously
defend itself.
13<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 - Financial Data Schedule (For SEC use only).
(b) Reports on Form 8-K.
There have been no reports on Form 8-K during this filing
period.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Miller Industries, Inc. has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MILLER INDUSTRIES, INC.
By: /s/ Adam L. Dunayer
Adam L. Dunayer
Vice President and
Chief Financial Officer
Date: March 16, 1999
15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000924822
<NAME> MILLER INDUSTRIES, INC.\TNN
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 11,865
<SECURITIES> 0
<RECEIVABLES> 81,449
<ALLOWANCES> 0
<INVENTORY> 88,899
<CURRENT-ASSETS> 191,448
<PP&E> 133,427
<DEPRECIATION> 36,183
<TOTAL-ASSETS> 392,855
<CURRENT-LIABILITIES> 49,739
<BONDS> 147,446
0
0
<COMMON> 464
<OTHER-SE> 192,402
<TOTAL-LIABILITY-AND-EQUITY> 392,855
<SALES> 384,438
<TOTAL-REVENUES> 384,438
<CGS> 306,839
<TOTAL-COSTS> 360,395
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,003
<INCOME-PRETAX> 17,040
<INCOME-TAX> 7,052
<INCOME-CONTINUING> 9,988
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,988
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.21
</TABLE>
