SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 0-24298
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 2-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended:
April 30, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
______________________________________________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
______________________________________________________________________
______________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant
Miller Industries, Inc.
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Former name if applicable
N/A
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Address of principal executive office (STREET AND NUMBER)
8503 Hilltop Drive
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City, State and Zip Code
Ooltewah, Tennessee 37363
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PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company's Annual Report on Form 10-K for the year ended April 30, 2000
could not be filed within the prescribed time period without unreasonable effort
and expense due to the complications and delays experienced by the Company in
finalizing the detailed financial information contained in the Form 10-K. The
Company expects to file the financial information and related items in its Form
10-K in the next 15 days.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Frank Madonia (423) 238-4171
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[x] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On June 31, 2000, the Registrant issued a press release discussing its
fourth quarter and year-end results. A copy of that press release is attached
hereto as Attachment A.
MILLER INDUSTRIES, INC.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date
July 31, 2000
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/s/ Frank Madonia
By ---------------------------------------
Frank Madonia
Executive Vice President
<PAGE>
Attachment A
MILLER INDUSTRIES REPORTS FISCAL 2000 FOURTH QUARTER RESULTS
CHATTANOOGA, Tennessee, July 31, 2000 - Miller Industries, Inc.
(NYSE:MLR) today announced results for its fiscal 2000 fourth quarter and fiscal
year ended April 30, 2000.
In the fiscal fourth quarter, net sales were $152.3 million, an 8%
increase over net sales of $141.5 million in the fiscal 1999 fourth quarter.
Before non-recurring and non-cash impairment charges of $76.9 million, the
Company reported a fiscal 2000 fourth quarter loss from operations of $5.3
million compared to a loss of $3.5 million in the year ago period. The net loss
for the fourth quarter of fiscal 2000 including the impairment charges was $72.5
million, or $(1.55) per diluted share, versus a loss of $4.5 million, or $(0.10)
per diluted share in the fourth quarter of fiscal 1999.
The Company periodically reviews the carrying amount of the long-lived
assets and goodwill in both its towing services and towing equipment businesses
to determine if those assets may be recoverable based upon the future operating
cash flows expected to be generated by those assets. As a result of such review
during the fourth quarter of fiscal 2000, the Company concluded that the
carrying value of such assets in certain towing services markets and certain
assets within the Company's towing and recovery equipment segment were not fully
recoverable. Accordingly, the Company recorded one-time non-cash impairment
charges of $69.1 million and $7.7 million in its towing services and towing and
recovery equipment segments, respectively.
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<PAGE>
For the full fiscal year 2000, the Company reported net sales of $581.5
million, an increase of 11% over net sales of $525.9 million in fiscal 1999.
Excluding the aforementioned impairment charges and $6 million in non-recurring
charges recognized in the fiscal 2000 second quarter to reflect the
rationalization of its RoadOne operations, operating income for fiscal 2000 was
$8.9 million versus $14.9 million in the same period last year. Including these
charges, the Company's operating loss for fiscal 2000 totaled $74.0 million. Net
loss, including the non-recurring charges in fiscal 2000, was $73.1 million, or
$(1.57) per diluted share, compared with net income of $2.2 million, or $0.05
per diluted share in the year ago period.
Within the towing and recovery equipment segment, revenues increased 9%
to $100.6 million from $92.5 million a year ago due primarily to continued
demand for the Company's core products, and increased sales volumes of large
trailers, chassis, and exported products. Operating income in this segment
before impairment charges was $1.9 million in the current quarter compared to a
loss of $0.1 million last year. Higher margins in the quarter for the Company's
core products were partially offset by lower margins in the Company's
distributor operations, as well as by the negative impact of lower margins from
the trailer, chassis and export sales product mix. The Company realized an
impairment charge of $7.7 million in the fourth quarter of fiscal 2000 to
reflect the reduction in the carrying amount of goodwill and certain other
assets associated with the Company's towing and recovery equipment segment,
which resulted in an operating loss for the quarter of $5.9 million in the
segment. In connection with its annual physical inventory counts at April 30,
2000, the Company identified certain adjustments that it deemed necessary to
more accurately state its previously reported results of operations for the
third quarter of fiscal 2000. The results for the third quarter reflect a
reduction in operating and net income of $2.7 million and $1.7 million,
respectively, from amounts previously reported by the Company.
At the Company's RoadOne towing services subsidiary, revenues increased
5% to $51.7 million from $49.1 million in the fiscal fourth quarter of last year
due primarily to the contributions of acquisitions made subsequent to the third
quarter of fiscal 1999. RoadOne reported an operating loss before impairment
charges of $7.2 million for the current quarter, compared with an operating loss
of $3.4 million in the year ago period. This loss was due to continued poor
performance in a portion of
- MORE -
RoadOne's markets, as well as an increase in certain operating costs, most
significantly fuel expenses. RoadOne recorded an impairment charge of $69.1
million in the fourth quarter to reflect the write-down of assets in certain
markets. Including these charges, the RoadOne operating loss was $76.3 million.
Selling, general and administrative expenses for the fiscal 2000 fourth
quarter were $24.4 million, a 12% increase from selling, general and
administrative expenses of $21.8 million a year ago. As a percentage of sales,
these expenses increased from 15.4% of sales in the fourth quarter of fiscal
1999 to 16.0% in the current year period.
Interest expense increased to $4.0 million versus $3.4 million in the
fourth quarter of fiscal 1999 due to higher interest rates. Debt at April 30,
2000 was $135.3 million compared to $138.0 million at April 30, 1999.
In July 2000, the Company entered into an amendment to its bank credit
facility that extended the maturity from February 1, 2001 to August 1, 2001. The
amendment reduces the total available funds to $140 million, which consists of a
revolving credit facility of $115 million and $25 million of borrowings under
the previous credit facility that were converted to a term loan. The amendment
requires that the credit facility and term loan be reduced by an aggregate of
$13 million (which is included in current portion of long-term obligations) by
November 30, 2000. The amendment also makes changes to availability formulas for
eligible accounts receivable, inventory and fixed assets, increases interest
rates, and requires additional collateral to be delivered, among other things.
The Company also announced that James A. McKinney has resigned as Chief
Executive Officer of the Company's RoadOne(R) towing services subsidiary, to
pursue other business opportunities. Jeffrey I. Badgley, President and Chief
Executive Officer of Miller Industries, assumed operating responsibility for
RoadOne. Mr. McKinney also resigned from the Miller Industries Board of
Directors.
Commenting on these results, Mr. Badgley stated, "Our fourth quarter
results in the Company's towing and recovery equipment segment were positive
although down somewhat from our recent expectations. We realized better
manufacturing efficiencies compared to last year as a result of the initiatives
we undertook to improve our processes. The quarter also saw a high level of
trailer, chassis, and foreign sales, which, in this quarter, were less
profitable than normal. We continue to monitor the impact of increasing fuel
prices, interest rates and activities of chassis manufacturers on incoming
domestic orders, as each of these factors may have an adverse impact on future
results."
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Mr. Badgley continued, "Results at RoadOne were again disappointing. We
were pleased that the top-performing markets generated positive same-store
growth and consistent operating margins despite the impact of higher fuel costs.
However, these contributions were more than offset by continued revenue declines
and higher expenses in certain of our underperforming markets."
Mr. Badgley added, "The results generated by the top-performing
operations within RoadOne continue to demonstrate an ability to perform at
desired levels, which we believe confirms the viability of our business plan.
Nevertheless, we are accelerating our efforts to aggressively reduce expenses at
RoadOne at the corporate level, as well as in the field, to raise overall
returns. We are also considering all alternatives to bring our underperforming
markets to an acceptable level of profitability, including the possible
disposition of certain of such assets. As always, we continue to investigate all
financial alternatives with respect to the overall Road One business to enhance
shareholder value."
Miller Industries is the world's leading integrated provider of vehicle
towing and recovery equipment and services. The Company markets its towing
services under the national brand name RoadOne(R) and its towing equipment under
a number of well-recognized brands.
Except for historical information contained herein, the matters set
forth in this news release are forward-looking statements. The Company noted
that forward looking statements set forth above 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 under the caption
"Risk Factors" in the Company's Form 10-K for fiscal 1999, which discussion is
incorporated herein by this reference.
- TABLES FOLLOW -
<PAGE>
<TABLE>
<CAPTION>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED TWELVE MONTHS ENDED
APRIL 30, APRIL 30,
% %
2000 1999 CHANGE 2000 1999 CHANGE
-------- ------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
NET SALES $ 152,250 $ 141,494 8% $ 581,488 $525,932 11%
--------- --------- --------- --------
COSTS AND EXPENSES:
COSTS OF OPERATIONS 133,168 123,201 8% 489,986 435,691 12%
SELLING, GENERAL AND 24,406 21,812 12% 82,630 75,368 10%
ADMINISTRATIVE EXPENSES
ASSET IMPAIRMENTS AND OTHER
NON-RECURRING CHARGES 76,855 0 N/M 82,896 0 N/M
INTEREST EXPENSE, NET 4,030 3,393 19% 12,427 10,395 20%
--------- --------- --------- --------
TOTAL COSTS AND EXPENSES 238,459 148,406 61% 667,939 521,454 28%
--------- --------- --------- --------
(LOSS) INCOME BEFORE TAXES (86,209) (6,912) 1147% (86,451) 4,478 -2031%
INCOME TAX (BENEFIT) PROVISION (13,677) (2,424) 464% (13,308) 2,272 -686%
--------- --------- --------- --------
NET (LOSS) INCOME $ (72,532) $ (4,488) 1516% $ (73,143) $ 2,206 -3416%
========= ========= ========= ======== ====
NET (LOSS) INCOME PER COMMON SHARE:
BASIC $ (1.55) $ (0.10) 1450% $ (1.57) $ 0.05 -3240%
========= ========= ========= ======== ====
DILUTED $ (1.55) $ (0.10) 1450% $ (1.57) $ 0.05 -3240%
========= ========= ========= ======== ====
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 46,702 46,416 1% 46,694 46,338 1%
========= ========= ========= ======== ====
DILUTED 46,702 47,208 -1% 46,694 47,266 -1%
========= ========= ========= ======== ====
</TABLE>
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<PAGE>
SUPPLEMENTAL SEGMENT DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30,
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% OF % OF
2000 TOTAL 1999 TOTAL
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<S> <C> <C> <C> <C>
NET SALES:
TOWING AND RECOVERY EQUIPMENT 100,604 66% 92,447 65%
TOWING SERVICES 51,646 34% 49,047 35%
--------- --------- --------- ---
$ 152,250 100% $ 141,494 100%
OPERATING (LOSS) (1):
TOWING AND RECOVERY EQUIPMENT (5,862) 7% (105) 3%
TOWING SERVICES (76,317) 93% (3,414) 97%
--------- --------- --------- ---
$ (82,179) 100% $ (3,519) 100%
========= ========= ===
TWELVE MONTHS ENDED
APRIL 30,
------------------
<CAPTION>
% OF % OF
2000 TOTAL 1999 TOTAL
---- ----- ---- -----
NET SALES:
TOWING AND RECOVERY EQUIPMENT 373,546 64% 342,388 65%
TOWING SERVICES 207,942 36% 183,544 35%
--------- --------- --------- ---
$ 581,488 100% $525,932 100%
========= ========= ===
OPERATING (LOSS) INCOME <F1 <F2>
TOWING AND RECOVERY EQUIPMENT 8,704 -12% 14,443 97%
TOWING SERVICES (82,728) 112% 430 3%
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$ (74,024) 100% $ 14,873 100%
========= ========= ===
<FN>
<F1> Includes $76.9 million impairment of long-lived assets for the three and
twelve months ended April 30, 2000 and 6.0 million non-recurring charges
for the twelve months ended April 30, 2000.
<F2> Includes a reduction in operating income of $2.7 million for the twelve
months ended April 30, 2000 to more accurately state its previously
reported operating income for the third quarter of fiscal 2000.
</FN>
</TABLE>
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