10-Q

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 July 31, 2018

Commission File No. 1-5926

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its
Charter)

Florida	59-0996356
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1521 NW 165^th Street, Miami Gardens,  Florida  33169

(Address of Principal Executive Offices)

(305) 621-0501

(Registrant’s telephone number, including area code)

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 ¨ No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company þ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

The number of shares outstanding of each of the issuer’s classes of common stock, par value $.05 per share, as of July 31, 2018 is 5,000,000 shares.

MILLER INDUSTRIES, INC.

FORM 10-Q

July 31, 2018

INDEX

		Page
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheet as of July 31, 2018	1
	Balance Sheet as of April 30, 2018	2
	Statement of Operations - Three Months Ended July 31, 2017 and 2018	3
	Statement of Cash Flows - Three Months Ended July 31, 2017 and 2018	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 4.	Controls and Procedures	8
PART II:	OTHER INFORMATION
Item 6.	Exhibits	9
Signatures		10

-i-

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC.

BALANCE SHEET

July 31, 2018

(UNAUDITED)

	July 31, 2018
ASSETS
Investment Property:
Land	$	161,443
Building and Improvements		1,049,908
Machinery and Equipment		11,106
Furniture and Fixtures		10,251
Total Cost	$	1,232,708
Less:  Accumulated Depreciation		980,975
Net Book Value	$	251,733
Other Assets:
Cash and Cash Equivalents	$	2,056,309
Accounts Receivable		940
Prepaid Expenses and Other Assets		9,109
Prepaid Income Taxes		9,196
Deferred Lease Incentive (Net of Accumulated Amortization - $56,326 in 2018)		18,758
Loan Costs, Less Accumulated Amortization of $9,305		1,431
Deferred Tax		24,671
Total Other Assets	$	2,120,414
TOTAL ASSETS	$	2,372,147
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable	$	970,615
Accounts Payable and Accrued Expenses		177,083
Tenant’s Deposits and Advance Rent		78,059
Total Liabilities	$	1,225,757
Shareholders’ Equity:
Common Stock - $.05 par, 5,000,000 shares authorized; 5,000,000 shares issued and outstanding	$	250,000
Paid-In Capital		1,212,102
Deficit		(315,712	)
Total Shareholders’ Equity	$	1,146,390
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,372,147

See Accompanying Notes to Financial Statements.

1

MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2018

	April 30, 2018
ASSETS
Investment Property:
Land	$	161,443
Building and Improvements		1,049,908
Machinery and Equipment		11,106
Furniture and Fixtures	$	10,251
Total Cost	$	1,232,708
Less:  Accumulated Depreciation		978,004
Net Book Value	$	254,704
Other Assets:
Cash and Cash Equivalents	$	1,976,520
Accounts Receivable (Less Allowance for Doubtful Accounts of $0 in 2018)		1,614
Prepaid Expenses and Other Assets		19,057
Prepaid Income Taxes		24,446
Deferred Lease Incentive (Net of accumulated Amortization - $56,326 in 2018)		18,758
Loan Costs, Less Accumulated Amortization of $9,035		1,700
Deferred Tax		25,421
Total Other Assets	$	2,067,516
TOTAL ASSETS	$	2,322,220
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage and Notes Payable	$	981,760
Accounts Payable and Accrued Expenses		147,395
Tenant’s Deposits and Advance Rent		93,924
Total Liabilities	$	1,223,079
Shareholders’ Equity:
Common Stock - $.05 par, 5,000,000 shares authorized; 5,000,000 shares issued and outstanding	$	250,000
Paid-In Capital		1,212,102
Deficit		(362,961	)
Total Shareholders’ Equity	$	1,099,141
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,322,220

See Accompanying Notes to Financial Statements.

2

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2018 AND 2017

(UNAUDITED)

	7/31/18		7/31/17
Revenues:
Rental Income	$	133,601	$	157,472
Utilities Reimbursement		13,407		19,970
Other Income		3,958		1,667
Total Revenues	$	150,966	$	179,109
Expenses:
Rental Expenses (Except Interest)	$	66,542	$	72,279
Administrative		11,638		11,339
Interest		9,537		6,482
Total Expenses	$	87,717	$	90,099
Income Before Tax Provision	$	63,249	$	89,010
Provision (Credit) for Income Tax:
Federal Income Tax	$	13,000	$	27,000
State Income Tax		3,000		4,000
Total Provision for Income Tax	$	16,000	$	31,000
Net Income (Loss)	$	47,249	$	58,010
Income per Common Share (Basic)	$	.01	$	.01
Average Shares of Common Stock Outstanding		5,000,000		5,000,000

See Accompanying Notes to Financial Statements.

3

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2018 AND 2017

(UNAUDITED)

	7/31/18			7/31/17
Cash Flows from Operating Activities:
Net Income (Loss)	$	47,249		$	58,010
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Depreciation		2,971			2,971
Amortization		—			—
Changes in Operating Assets and Liabilities		40,714			(27,068	)
Net Cash Provided by Operating Activities	$	90,934		$	33,913
Cash Flows from Investing Activities:
Acquisition of Property, Equipment, and Intangible	$	(—	)	$	(—	)
Net Cash (used by) Investing Activities	$	(—	)	$	(—	)
Cash Flows from Financing Activities:
Principal Payments Under Borrowings	$	(11,145	)	$	(11,145	)
Proceeds from Stock option purchase		—			—
Net Cash Provided by (used by) Financing Activities	$	(11,145	)	$	(11,145	)
Net Increase in Cash and Cash Equivalents	$	79,789		$	22,768
Cash and Cash Equivalents at the Beginning of Year	$	1,976,520		$	2,007,930
Cash and Cash Equivalents at the End of Quarter	$	2,056,309		$	2,030,698
Additional Cash Flow Information:
Cash Payments During the Year
Interest	$	9,268		$	7,753
Income Taxes	$	-		$	-

See Accompanying Notes to Financial Statements.

4

MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2018
(UNAUDITED)

Note A – Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ending July 31, 2018 are not necessarily indicative of results that may be expected for the year ended April 30, 2019.

For further information refer to the financial statements and footnotes thereto of the Company as of April 30, 2018 and for the year ended April 30, 2018.

Note B - Earnings Per Share -

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants). Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

NOTE C - Use Of Estimates -

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to income taxes, asset lives, accruals and valuation allowances.

NOTE D – Commitments, Contingent Liabilities, Other Matters and Subsequent Events

The “Tax Cuts and Jobs Act” was signed into law on December 22, 2017. The “Act” changes the current tax system for corporations, generally beginning with taxable years starting after December 31, 2017. The bill reduces the U.S. corporate tax rate from a graduated set of rates with a maximum of 35 percent tax rate to a flat 21 percent tax rate. Additionally, the bill introduces many changes that impact corporations some of which are the net operating loss deduction subject to annual limitations, interest expense deduction subject to annual limitations, elimination of the alternative minimum tax and immediate expensing of the full cost of qualified property.

5

Under U.S. Accounting Standards, Codification Topic 740, Accounting for Income Taxes requires re-measurement of all U.S. deferred income tax assets and liabilities for temporary differences and NOL carryforwards from the current rate of 35 percent to the new corporate rate of 21 percent. The cumulative adjustment will be recognized in income tax expense from continuing operations as a discrete item in the period that includes the enactment date (December 22, 2017).

The Company recorded the re-measurement of its U.S. deferred income tax assets on December 22, 2017 as a reduction in deferred income taxes of approximately $10,000. A similar amount was recognized as income tax expense at December 22, 2017.

In accordance with SFAS (ASC 855-10), Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financials.

6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (First Quarter of 2019 Fiscal Year compared to First Quarter of 2018 Fiscal Year)

Rental Income. The Company’s results of operations are primarily dependent upon the rental income which it receives from leasing space in its building. Rental income is a function of the percentage of the building which is occupied and the level of rental rates. Rental income during the first quarter of 2018 was $157,000, compared to $134,000 in the first quarter of 2019.

Other Income. The Company generated other income of $1,700 in the first quarter of fiscal year 2018 and $4,000 in 2019. Income in these quarters consisted of interest income and miscellaneous income.

Rental Expense (Excluding Interest). The Company incurs rental expense in connection with the leasing of its building. These expenses consist of management fees, insurance, real estate taxes, depreciation and amortization, maintenance and repairs, utility costs and outside services. Rental expenses were $72,000 in the first quarter of 2018 and $67,000 in the first quarter of 2019.

Administrative Expenses. The Company’s administrative expenses were $11,000 in the first quarter of fiscal year 2018 and $11,000 in the first quarter of fiscal year 2019.

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $6,500 in the first quarter of fiscal year 2018 and $9,600 in 2019.

Provision for Income Taxes. The Company had a tax provision of $31,000 in the first quarter of fiscal 2018 and $16,000 in the first quarter of 2019.

Net Income. As a result of the foregoing factors, the Company had net income of $58,000 in the first quarter of fiscal 2018 and net income of $47,000 in the first quarter of 2019.

Liquidity and Capital Resources

The Company’s cash increased by $23,000 during the first three months of fiscal year 2018 and $80,000 during the first three months of fiscal year 2019. The Company’s cash position was approximately $2,056,000.

Current Operations

The Company operates as a real estate investment and management company. The Company is currently seeking to obtain additional commercial tenants for its existing building.

The Company’s principal operating expenses consist of management and professional fees associated with the administration of the Company, interest expense on the Company’s mortgage loan, real estate taxes and insurance.

7

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 and are not required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

In connection with the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2018. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of July 31, 2018.

There were no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the fiscal quarter ended July 31, 2018.

8

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Furnished herewith

9

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MILLER INDUSTRIES, INC.
		(Registrant)
Dated:  March 15, 2019	By:	/s/  Marc Napolitano
		Marc Napolitano
		Chief Executive Officer
		Principal Financial Officer

10

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATIONS

I, Marc Napolitano, certify that:

1. I have reviewed this report on Form 10-Q of Miller Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  March 15, 2019	By:	/s/  Marc Napolitano
		Marc Napolitano,
		President, and Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATIONS

I, Marc Napolitano, certify that:

1. I have reviewed this report on Form 10-Q of Miller Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  March 15, 2019	By:	/s/  Marc Napolitano
		Marc Napolitano,
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Miller Industries, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Marc Napolitano, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2019

/s/  Marc Napolitano

Marc Napolitano

Chief Executive Officer and Chief Financial Officer