x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For the quarterly period ended |
June
30, 2007
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF
1934
|
Commission file number |
1-14124
|
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)
|
Not
Applicable
|
(Former
name, former address and former fiscal year, if changed since
last
report)
|
Large
Accelerated Filer o
|
Accelerated
Filer x
|
Non-Accelerated
Filer o
|
Page
Number
|
|||
3
|
|||
|
|||
4
|
|||
|
|||
5
|
|||
|
|||
6
|
|||
|
|||
11
|
|||
|
|||
16
|
|||
|
|
||
|
|||
|
|||
17
|
|||
17
|
|||
17
|
|||
17
|
|||
18
|
June
30, 2007
(Unaudited)
|
December
31, 2006
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and temporary investments
|
$
|
8,564
|
$
|
8,204
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $2,270
and $2,488 at
June 30, 2007 and December 31, 2006, respectively
|
81,086
|
84,186
|
|||||
Inventories,
net
|
42,767
|
43,155
|
|||||
Prepaid
expenses and other
|
3,273
|
2,079
|
|||||
Current
deferred income taxes
|
10,285
|
12,154
|
|||||
Total
current assets
|
145,975
|
149,778
|
|||||
PROPERTY,
PLANT, AND EQUIPMENT, net
|
31,894
|
27,527
|
|||||
GOODWILL,
net
|
11,619
|
11,619
|
|||||
DEFERRED
INCOME TAXES
|
4,845
|
7,586
|
|||||
OTHER
ASSETS
|
631
|
922
|
|||||
|
$
|
194,964
|
$
|
197,432
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Current
portion of long-term obligations
|
$
|
1,594
|
$
|
1,623
|
|||
Accounts
payable
|
49,516
|
58,620
|
|||||
Accrued
liabilities and other
|
14,581
|
13,269
|
|||||
Total
current liabilities
|
65,691
|
73,512
|
|||||
LONG-TERM
OBLIGATIONS,
less current portion
|
4,739
|
10,537
|
|||||
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, 11,555,249
and
11,509,964 outstanding at June 30, 2007 and December 31, 2006,
respectively
|
116
|
115
|
|||||
Additional
paid-in capital
|
160,273
|
159,702
|
|||||
Accumulated
deficit
|
(38,271
|
)
|
(48,539
|
)
|
|||
Accumulated
other comprehensive income
|
2,416
|
2,105
|
|||||
Total
shareholders’ equity
|
124,534
|
113,383
|
|||||
$
|
194,964
|
$
|
197,432
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||||
NET
SALES
|
$
|
108,825
|
$
|
91,923
|
$
|
222,828
|
$
|
185,359
|
|||||
COSTS
AND EXPENSES:
|
|||||||||||||
Costs
of operations
|
93,096
|
78,062
|
190,848
|
157,353
|
|||||||||
Selling,
general and administrative expenses
|
7,028
|
6,400
|
14,190
|
12,984
|
|||||||||
Interest
expense, net
|
882
|
968
|
1,594
|
1,802
|
|||||||||
Total
costs and expenses
|
101,006
|
85,430
|
206,632
|
172,139
|
|||||||||
INCOME
BEFORE INCOME TAXES
|
7,819
|
6,493
|
16,196
|
13,220
|
|||||||||
INCOME
TAX PROVISION
|
2,946
|
951
|
5,928
|
1,795
|
|||||||||
NET
INCOME
|
$
|
4,873
|
$
|
5,542
|
$
|
10,268
|
$
|
11,425
|
|||||
BASIC
INCOME PER COMMON SHARE
|
$
|
0.42
|
$
|
0.49
|
$
|
0.89
|
$
|
1.01
|
|||||
DILUTED
INCOME PER COMMON SHARE
|
$
|
0.42
|
$
|
0.48
|
$
|
0.88
|
$
|
0.99
|
|||||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
|
|||||||||||||
Basic
|
11,542
|
11,337
|
11,531
|
11,323
|
|||||||||
Diluted
|
11,664
|
11,593
|
11,658
|
11,596
|
Six
Months Ended
June
30,
|
|||||||
2007
|
2006
|
||||||
OPERATING
ACTIVITIES:
|
|||||||
Net
income
|
$
|
10,268
|
$
|
11,425
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
1,409
|
1,421
|
|||||
Amortization
of deferred financing costs
|
61
|
61
|
|||||
Provision
for doubtful accounts
|
150
|
255
|
|||||
Stock-based
compensation
|
154
|
154
|
|||||
Issuance
of non-employee director shares
|
75
|
75
|
|||||
Deferred
income tax provision
|
4,610
|
—
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
3,029
|
(6,276
|
)
|
||||
Inventories
|
631
|
(7,842
|
)
|
||||
Prepaid
expenses and other
|
(1,174
|
)
|
(2,996
|
)
|
|||
Accounts
payable
|
(9,290
|
)
|
2,972
|
||||
Accrued
liabilities and other
|
1,280
|
(77
|
)
|
||||
Net
cash provided by (used in) operating activities from continuing
operations
|
11,203
|
(828
|
)
|
||||
Net
cash provided by operating activities from discontinued
operations
|
—
|
664
|
|||||
Net
cash provided by (used in) operating activities
|
11,203
|
(164
|
)
|
||||
INVESTING
ACTIVITIES:
|
|||||||
Purchases
of property, plant and equipment
|
(5,828
|
)
|
(3,179
|
)
|
|||
Proceeds
from sale of property, plant and equipment
|
142
|
35
|
|||||
Payments
received on notes receivables
|
286
|
115
|
|||||
Net
cash used in investing activities from continuing
operations
|
(5,400
|
)
|
(3,029
|
)
|
|||
Net
cash provided by investing activities from discontinued
operations
|
—
|
25
|
|||||
Net
cash used in investing activities
|
(5,400
|
)
|
(3,004
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Net
borrowings under senior credit facility
|
—
|
5,000
|
|||||
Payments
under subordinated credit facility
|
(5,000
|
)
|
(5,000
|
)
|
|||
Payments
on long-term obligations
|
(909
|
)
|
(817
|
)
|
|||
Borrowings
under long-term obligations
|
—
|
91
|
|||||
Additions
to deferred financing costs
|
—
|
(4
|
)
|
||||
Proceeds
from the exercise of stock options
|
342
|
426
|
|||||
Net
cash used in financing activities from continuing
operations
|
(5,567
|
)
|
(304
|
)
|
|||
Net
cash used in financing activities from discontinued
operations
|
—
|
—
|
|||||
Net
cash used in financing activities
|
(5,567
|
)
|
(304
|
)
|
|||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY
INVESTMENTS
|
124
|
472
|
|||||
NET
CHANGE IN CASH AND TEMPORARY INVESTMENTS
|
360
|
(3,000
|
)
|
||||
CASH
AND TEMPORARY INVESTMENTS, beginning of period
|
8,204
|
6,147
|
|||||
CASH
AND TEMPORARY INVESTMENTS-DISCONTINUED OPERATIONS, beginning
of
period
|
—
|
23
|
|||||
CASH
AND TEMPORARY INVESTMENTS-DISCONTINUED OPERATIONS, end of
period
|
—
|
43
|
|||||
CASH
AND TEMPORARY INVESTMENTS, end of period
|
$
|
8,564
|
$
|
3,127
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|||||||
Cash
payments for interest
|
$
|
2,059
|
$
|
1,925
|
|||
Cash
payments for income taxes
|
$
|
1,621
|
$
|
2,392
|
June
30, 2007
|
December
31, 2006
|
||||||
Chassis
|
$
|
4,778
|
$
|
3,596
|
|||
Raw
materials
|
18,649
|
18,767
|
|||||
Work
in process
|
12,650
|
12,566
|
|||||
Finished
goods
|
6,690
|
8,226
|
|||||
$
|
42,767
|
$
|
43,155
|
June
30, 2007
|
December
31, 2006
|
||||||
Outstanding
borrowings under Senior Credit Facility
|
$
|
4,200
|
$
|
4,900
|
|||
Outstanding
borrowings under Junior Credit Facility
|
—
|
5,000
|
|||||
Mortgage,
equipment and other notes payable
|
2,133
|
2,260
|
|||||
6,333
|
12,160
|
||||||
Less
current portion
|
(1,594
|
)
|
(1,623
|
)
|
|||
$
|
4,739
|
$
|
10,537
|
2008
|
$
|
1,594
|
||
2009
|
1,605
|
|||
2010
|
3,119
|
|||
2011
|
12
|
|||
2012
|
3 | |||
$
|
6,333
|
6.
|
RELATED
PARTY TRANSACTIONS
|
For
the Three Months Ended June 30,
|
For
the Six Months Ended June 30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
Sales:
|
|||||||||||||
North
America
|
$
|
89,168
|
$
|
73,535
|
$
|
185,061
|
$
|
151,052
|
|||||
Foreign
|
19,657
|
18,388
|
37,767
|
34,307
|
|||||||||
$
|
108,825
|
$
|
91,923
|
$
|
222,828
|
$
|
185,359
|
June
30, 2007
|
December
31, 2006
|
||||||
Long
Lived Assets:
|
|||||||
North
America
|
$
|
40,578
|
$
|
36,455
|
|||
Foreign
|
2,935
|
2,691
|
|||||
$
|
43,513
|
$
|
39,146
|
ITEM 2. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
ITEM 1. |
LEGAL
PROCEEDINGS
|
ITEM 1A. |
RISK
FACTORS
|
ITEM 4. |
SUBMISSION
OF
MATTERS TO A VOTE OF SECURITY
HOLDERS
|
Name
|
For
|
Withheld
|
||
Jeffrey
I. Badgley
|
9,765,302
|
476,761
|
||
A.
Russell Chandler, III
|
9,685,107
|
556,956
|
||
Paul
E. Drack
|
9,831,941
|
410,122
|
||
William
G. Miller
|
9,827,213
|
414,850
|
||
Richard
H. Roberts
|
9,832,631
|
409,432
|
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*
|
32.2
|
Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United
States Code
by Co-Chief Executive Officer*
|
32.3
|
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
|