x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For the quarterly period ended |
March
31, 2006
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Commission file number |
0-24298
|
MILLER
INDUSTRIES, INC.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Tennessee
|
62-1566286
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
8503
Hilltop Drive
Ooltewah,
Tennessee
|
37363
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(423)
238-4171
|
(Registrant’s
Telephone Number, Including
Area Code)
|
Large
Accelerated Filer o
|
Accelerated
Filer x
|
Non-Accelerated
Filer o
|
March
31, 2006 (Unaudited)
|
December
31, 2005
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and temporary investments
|
$
|
5,511
|
$
|
6,147
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $2,084
and $1,834 at
March 31, 2006 and December 31, 2005, respectively
|
73,146
|
65,792
|
|||||
Inventories,
net
|
41,935
|
38,318
|
|||||
Prepaid
expenses and other
|
3,524
|
739
|
|||||
Current
assets of discontinued operations held for sale
|
1,582
|
2,422
|
|||||
Total
current assets
|
125,698
|
113,418
|
|||||
PROPERTY,
PLANT, AND EQUIPMENT, net
|
17,673
|
17,443
|
|||||
GOODWILL,
net
|
11,619
|
11,619
|
|||||
OTHER
ASSETS
|
1,289
|
1,443
|
|||||
NONCURRENT
ASSETS OF DISCONTINUED OPERATIONS HELD
FOR SALE
|
647
|
647
|
|||||
|
$
|
156,926
|
$
|
144,570
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Current
portion of long-term obligations
|
$
|
1,560
|
$
|
1,595
|
|||
Accounts
payable
|
51,127
|
45,352
|
|||||
Accrued
liabilities and other
|
11,123
|
9,821
|
|||||
Current
liabilities of discontinued operations held for sale
|
5,627
|
6,244
|
|||||
Total
current liabilities
|
69,437
|
63,012
|
|||||
LONG-TERM
OBLIGATIONS,
less current portion
|
16,447
|
16,803
|
|||||
COMMITMENTS
AND CONTINGENCIES (Notes
5 and 8)
|
|||||||
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, 11,317,408
and
11,297,474 outstanding at March 31, 2006 and December 31, 2005,
respectively
|
113
|
113
|
|||||
Additional
paid-in capital
|
158,275
|
157,996
|
|||||
Accumulated
deficit
|
(87,999
|
)
|
(93,882
|
)
|
|||
Accumulated
other comprehensive income
|
653
|
528
|
|||||
Total
shareholders’ equity
|
71,042
|
64,755
|
|||||
|
$
|
156,926
|
$
|
144,570
|
Three
Months Ended
March
31,
|
|||||||
2006
|
2005
|
||||||
NET
SALES
|
$
|
93,436
|
$
|
76,896
|
|||
|
|||||||
COSTS
AND EXPENSES:
|
|||||||
Costs
of Operations
|
79,291
|
67,914
|
|||||
Selling,
general and administrative expenses
|
6,584
|
5,506
|
|||||
Interest
expense, net
|
834
|
1,163
|
|||||
Total
costs and expenses
|
86,709
|
74,583
|
|||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
6,727
|
2,313
|
|||||
INCOME
TAX PROVISION
|
844
|
242
|
|||||
INCOME
FROM CONTINUING OPERATIONS
|
5,883
|
2,071
|
|||||
DISCONTINUED
OPERATIONS:
|
|||||||
Loss
from discontinued operations, before taxes
|
-
|
(46
|
)
|
||||
Income
tax provision
|
-
|
-
|
|||||
Loss
from discontinued operations
|
-
|
(46
|
)
|
||||
NET
INCOME
|
$
|
5,883
|
$
|
2,025
|
|||
BASIC
INCOME (LOSS) PER COMMON SHARE:
|
|||||||
Income
from continuing operations
|
$
|
0.52
|
$
|
0.19
|
|||
Loss
from discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Basic
income per common share
|
$
|
0.52
|
$
|
0.19
|
|||
DILUTED
INCOME (LOSS) PER COMMON SHARE:
|
|||||||
Income
from continuing operations
|
$
|
0.51
|
$
|
0.18
|
|||
Loss
from discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Diluted
income per common share
|
$
|
0.51
|
$
|
0.18
|
|||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
|
|||||||
Basic
|
11,309
|
11,191
|
|||||
Diluted
|
11,598
|
11,415
|
Three
Months Ended
March
31,
|
|||||||
2006
|
2005
|
||||||
OPERATING
ACTIVITIES:
|
|||||||
Net
income
|
$
|
5,883
|
$
|
2,025
|
|||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities
|
|||||||
Loss
from discontinued operations
|
-
|
46
|
|||||
Depreciation
and amortization
|
700
|
794
|
|||||
Amortization
of deferred financing costs
|
30
|
133
|
|||||
Provision
for doubtful accounts
|
255
|
45
|
|||||
Stock
Based Compensation
|
77
|
-
|
|||||
Issuance
of non-employee director shares
|
75
|
75
|
|||||
Deferred
income tax provision
|
-
|
(13
|
)
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(7,494
|
)
|
(9,761
|
)
|
|||
Inventories
|
(3,502
|
)
|
(7,043
|
)
|
|||
Prepaid
expenses and other
|
(2,753
|
)
|
(1,968
|
)
|
|||
Accounts
payable
|
5,653
|
10,268
|
|||||
Accrued
liabilities and other
|
1,224
|
2,448
|
|||||
Net
cash provided by (used in) operating activities from continuing
operations
|
148
|
(2,951
|
)
|
||||
Net
cash provided by (used in) operating activities from discontinued
operations
|
315
|
(578
|
)
|
||||
Net
cash provided by (used in) operating activities
|
463
|
(3,529
|
)
|
||||
INVESTING
ACTIVITIES
|
|||||||
Purchases
of property, plant, and equipment
|
(884
|
)
|
(226
|
)
|
|||
Proceeds
from sale of property, plant and equipment
|
33
|
-
|
|||||
Payments
received on notes receivables
|
67
|
57
|
|||||
Net
cash used in investing activities from continuing
operations
|
(784
|
)
|
(169
|
)
|
|||
Net
cash provided by investing activities from discontinued
operations
|
87
|
77
|
|||||
Net
cash used in investing activities
|
(697
|
)
|
(92
|
)
|
|||
FINANCING
ACTIVITIES
|
|||||||
Net
borrowings under senior credit facility
|
-
|
4,012
|
|||||
Payments
on long-term obligations
|
(417
|
)
|
(569
|
)
|
|||
Additions
to deferred financing costs
|
-
|
(38
|
)
|
||||
Termination
of interest rate swap
|
-
|
24
|
|||||
Proceeds
from the exercise of stock options
|
126
|
25
|
|||||
Net
cash (used in) provided by financing activities from continuing
operations
|
(291
|
)
|
3,454
|
||||
Net
cash used in financing activities from discontinued
operations
|
-
|
(342
|
)
|
||||
Net
cash (used in) provided by financing activities
|
(291
|
)
|
3,112
|
||||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY
INVESTMENTS
|
67
|
(100
|
)
|
||||
NET
CHANGE IN CASH AND TEMPORARY INVESTMENTS
|
(458
|
)
|
(609
|
)
|
|||
CASH
AND TEMPORARY INVESTMENTS, beginning of period
|
6,147
|
2,812
|
|||||
CASH
AND TEMPORARY INVESTMENTS-DISCONTINUED OPERATIONS, beginning
of
period
|
23
|
574
|
|||||
CASH
AND TEMPORARY INVESTMENTS-DISCONTINUED OPERATIONS, end of
period
|
201
|
116
|
|||||
CASH
AND TEMPORARY INVESTMENTS, end of period
|
$
|
5,511
|
$
|
2,661
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||
Cash
payments for interest
|
$
|
852
|
$
|
1,010
|
|||
Cash
payments for income taxes
|
$
|
593
|
$
|
73
|
March
31, 2006
|
December
31, 2005
|
||||||
Chassis
|
$
|
2,771
|
$
|
2,346
|
|||
Raw
Materials
|
17,535
|
16,654
|
|||||
Work
in process
|
12,481
|
10,989
|
|||||
Finished
goods
|
9,148
|
8,329
|
|||||
$
|
41,935
|
$
|
38,318
|
March
31, 2006
|
December
31, 2005
|
||||||
Outstanding
borrowings under Senior Credit Facility
|
$
|
5,950
|
$
|
6,300
|
|||
Outstanding
borrowings under Junior Credit Facility
|
10,000
|
10,000
|
|||||
Mortgage,
equipment and other notes payable
|
2,057
|
2,098
|
|||||
18,007
|
18,398
|
||||||
Less
current portion
|
(1,560
|
)
|
(1,595
|
)
|
|||
$
|
16,447
|
$
|
16,803
|
2007
|
$
|
1,560
|
||
2008
|
1,528
|
|||
2009
|
11,485
|
|||
2010
|
3,080
|
|||
2011
|
354
|
|||
Thereafter
|
-
|
|||
$
|
18,007
|
6.
|
RELATED
PARTY TRANSACTIONS
|
Three
Months Ended March 31, 2005
|
||||
Net
income available to common shareholders, as reported
|
$
|
2,025
|
||
Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards, net of related tax
effects
|
(84
|
)
|
||
Net
income available to common shareholders, pro forma
|
$
|
1,941
|
||
Income
per common share:
|
||||
Basic,
as reported
|
$
|
0.19
|
||
Basic,
pro forma
|
$
|
0.17
|
||
Diluted,
as reported
|
$
|
0.18
|
||
Diluted,
pro forma
|
$
|
0.17
|
|
For
the Three Months Ended March 31,
|
||||||
2006
|
2005
|
||||||
Net
Sales:
|
|||||||
North
America
|
$
|
77,517
|
$
|
60,105
|
|||
Foreign
|
15,919
|
16,791
|
|||||
$
|
93,436
|
$
|
76,896
|
March
31,
2006
|
December
31,
2005
|
||||||
Long
Lived Assets:
|
|||||||
North
America
|
$
|
26,801
|
$
|
26,665
|
|||
Foreign
|
2,569
|
2,509
|
|||||
$
|
29,370
|
$
|
29,
174
|
|
|
Three
Months Ended March 31, 2006
|
|
Three
Months Ended March 31, 2005
|
|
||||||||||||||
|
|
Dist.
|
|
Towing
|
|
Total
|
|
Dist.
|
|
Towing
|
|
Total
|
|||||||
Net
Sales
|
$
|
287
|
$
|
-
|
$
|
287
|
$
|
2,456
|
$
|
-
|
$
|
2,456
|
|||||||
Operating
income (loss)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(62
|
)
|
$
|
16
|
$
|
(46
|
)
|
|||||
Loss
from discontinued operations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(62
|
)
|
$
|
16
|
$
|
(46
|
)
|
March
31, 2006
|
|
December
31, 2005
|
|
||||||||||||||||
|
|
Dist.
|
|
Towing
|
|
Total
|
|
Dist.
|
|
Towing
|
|
Total
|
|||||||
Cash
and temporary investments
|
$
|
201
|
$
|
-
|
$
|
201
|
$
|
23
|
$
|
-
|
$
|
23
|
|||||||
Accounts
receivable, net
|
904
|
401
|
1,305
|
1,774
|
401
|
2,175
|
|||||||||||||
Inventories
|
60
|
-
|
60
|
187
|
-
|
187
|
|||||||||||||
Prepaid
expenses and other current assets
|
16
|
-
|
16
|
37
|
-
|
37
|
|||||||||||||
Current
assets of discontinued operations held for sale
|
$
|
1,181
|
$
|
401
|
$
|
1,582
|
$
|
2,021
|
$
|
401
|
$
|
2,422
|
|||||||
Property,
plant and equipment
|
$
|
-
|
$
|
647
|
$
|
647
|
$
|
-
|
$
|
647
|
$
|
647
|
|||||||
Noncurrent
assets of discontinued operations held for sale
|
$
|
-
|
$
|
647
|
$
|
647
|
$
|
-
|
$
|
647
|
$
|
647
|
|||||||
Other
Current Liabilities
|
$
|
40
|
$
|
5,587
|
$
|
5,627
|
$
|
273
|
$
|
5,971
|
$
|
6,244
|
|||||||
Current
liabilities of discontinued operations held for sale
|
$
|
40
|
$
|
5,587
|
$
|
5,627
|
$
|
273
|
$
|
5,971
|
$
|
6,244
|
ITEM 2. |
MANAGEMENT’S
DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
ITEM 1. |
LEGAL
PROCEEDINGS
|
ITEM 1A. |
RISK
FACTORS
|
ITEM 6. |
EXHIBITS
|
3.1 |
Charter,
as amended, of the Registrant (incorporated by reference to Exhibit
3.1 to
the Registrant’s Annual Report on Form 10-K, filed with the Commission on
April 22, 2002)
|
3.2 |
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.2 to
the
Registrant’s Registration Statement on Form S-1, filed with the Commission
in August 1994)
|
31.1 |
Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer*
|
31.2 |
Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer*
|
31.3 |
Certification
Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial
Officer*
|
32.1 |
Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United
States Code
by Co-Chief Executive Officer*
|
32.1 |
Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United
States Code
by Co-Chief Executive Officer*
|
32.2 |
Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United
States Code
by Chief Financial Officer*
|
MILLER
INDUSTRIES, INC.
By:
/s/ J. Vincent Mish
J.
Vincent Mish
Executive
Vice President and Chief Financial
Officer
|