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 October 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 October 31, 2018 is 5,000,000 shares.

MILLER INDUSTRIES, INC.

FORM 10-Q

October 31, 2018

INDEX

		Page
PART I:	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of October 31, 2018 and April 30, 2018	1

	Statement of Operations - Three Months Ended October 31, 2018 and 2017	3

	Statement of Operations – Six Months Ended October 31, 2018 and 2017	4

	Statement of Cash Flows - Six Months Ended October 31, 2018 and 2017	5

	Notes to Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	10

Item 4.	Controls and Procedures	10

PART II:	OTHER INFORMATION

Item 6.	Exhibits	11

Signatures		12

-i-

PART I.

FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC.

BALANCE SHEET

October 31, 2018

(UNAUDITED)

	October 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		983,947
Net Book Value	$	248,761
Other Assets:
Cash and Cash Equivalents	$	2,022,572
Accounts Receivable		3,090
Prepaid Expenses and Other Assets		106,906
Deferred Lease Incentive (Net of Accumulated Amortization - $55,326)		18,758
Deferred Tax		23,921
Total Other Assets	$	2,175,247

TOTAL ASSETS	$	2,424,008

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Mortgage and Notes Payable	$	959,470
Accounts Payable and Accrued Expenses		189,399
Income Tax Payable		4,054
Tenant’s Deposits and Advance Rent		78,059

Total Liabilities	$	1,230,982

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		(269,076	)

Total Shareholders’ Equity	$	1,193,026

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,424,008

See Accompanying Notes to Financial Statements.

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.

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2018 AND 2017

(UNAUDITED)

	10/31/18		10/31/17
Revenues:
Rental Income	$	134,270	$	159,260
Utilities Reimbursement		14,597		23,250
Insurance Reimbursement		3,574		-
Other Income		4,127		1,739

Total Revenues	$	156,568	$	184,249

Expenses:
Rental Expenses (Except Interest)	$	72,328	$	82,636
Administrative		15,913		23,263
Interest		7,691		8,023

Total Expenses	$	95,932	$	113,922

Income Before Tax Provision	$	60,636	$	70,327

Provision for Income Tax:
Federal Income Tax	$	11,000	$	23,000
State Income Tax		3,000		4,000

Total Provision for Income Tax	$	14,000	$	27,000

Net Income	$	46,636	$	43,327

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.

MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2018 AND 2017

(UNAUDITED)

	10/31/18		10/31/17
Revenues:
Rental Income	$	267,871	$	316,732
Utilities Reimbursement		27,915		43,130
Insurance Reimbursement		3,574		—
Other Income		8,174		3,496

Total Revenues	$	307,534	$	363,358

Expenses:
Rental Expenses (Except Interest)	$	138,870	$	154,804
Administrative		27,551		34,712
Interest		17,228		14,505

Total Expenses	$	183,649	$	204,021

Income Before Tax Provision	$	123,885	$	159,337

Provision for Income Tax:
Federal Income Tax	$	24.000	$	50,000
State Income Tax		6,000		8,000

Total Provision for Income Tax	$	30,000	$	58,000

Net Income	$	93,885	$	101,337

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.

MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2018 AND 2017

(UNAUDITED)

	10/31/18			10/31/17
Cash Flows from Operating Activities:

Net Income	$	93,885		$	101,337
Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities:
Depreciation		5,943			5,943
Amortization		537			537
Changes in Operating Assets and Liabilities		(32,023	)		(100,706	)

Net Cash Provided by Operating Activities	$	68,342		$	7,111

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	$	(22,290	)	$	(22,290	)

Net Cash Provided by (used by) Financing Activities	$	(22,290	)	$	(22,290	)
Net Increase (Decrease) in Cash and Cash Equivalents	$	46,052		$	(15,179	)

Cash and Cash Equivalents at the Beginning of Year	$	1,976,520		$	2,007,930
Cash and Cash Equivalents at the End of Quarter	$	2,022,572		$	1,992,751

Additional Cash Flow Information:
Cash Payments During the Year
Interest	$	19,068		$	13,968
Income Taxes	$	-		$	22,733

See Accompanying Notes to Financial Statements.

MILLER INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 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 six month period ending October 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.

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.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (Second Quarter of 2019 Fiscal Year compared to Second Quarter of 2018 Fiscal Year and Six Months of 2019 Fiscal Year compared to Six Months 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 second quarter of 2018 was $159,000, compared to $134,000 in the second quarter of 2019. Rental income during the first two quarters of 2018 was $317,000 and in 2019 was $268,000.

Other Income. The Company generated other income of $1,750 in the second quarter of 2018 and $4,100 in 2019. The Company generated $3,500 in the first two quarters of fiscal year 2018 and $8,200 in the first two quarters of 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 $83,000 in the second quarter of 2018 and $72,000 in the second quarter of 2019. Rental expenses were $155,000 in the first two quarters of 2018 and $139,000 in the first two quarters of 2019.

Administrative Expenses. The Company’s administrative expenses were $23,000 in the second quarter of 2018 and $16,000 in 2019 and $35,000 in the first two quarters of fiscal year 2018 and $28,000 in 2019.

Interest Expense. The Company pays interest on the mortgage loan on its building. Interest expense on the loan was $8,000 in the second quarter of fiscal year 2018 and 2019 and $15,000 in the first two quarters of fiscal year 2018 and $17,000 in the first two quarters of 2019.

Provision for Income Taxes. The Company had a tax provision of $27,000 for the second quarter of fiscal 2018 and $14,000 for the second quarter of fiscal year 2019 and $58,000 in the first two quarters of fiscal 2018 and $30,000 in 2019.

Net Income. As a result of the foregoing factors, the Company had net income of $43,000 in the second quarter of fiscal 2018 and $47,000 in the second quarter of 2019 and $101,000 in the first two quarters of fiscal 2018 and $94,000 in the first two quarters of 2019.

Liquidity and Capital Resources

The Company’s cash decreased by $15,000 during the first six months of fiscal year 2018 compared to an increase of $46,000 during the first six months of fiscal year 2019. As of October 31, 2018, the Company’s cash position was approximately $2,023,000.

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.

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 October 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 October 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 October 31, 2018.

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

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

MILLER INDUSTRIES INC 10-Q