MILLER INDUSTRIES INC /TN/ - Quarter Report: 2000 July (Form 10-Q)

July 31,   
    2000      

April 30,    
       2000       

CURRENT ASSETS:

     Cash and temporary investments

$          10,470 

$             5,990 

     Accounts receivable, net

79,626 

90,437 

     Inventories

85,199 

83,604 

     Deferred income taxes

5,870 

5,879 

     Prepaid expenses and other

                 9,395 

                 8,445 

                             Total current assets

190,560 

194,355 

PROPERTY, PLANT AND EQUIPMENT, net

67,418 

70,284 

GOODWILL, net

49,038 

49,530 

 OTHER ASSETS, net

                7,732 

                9,525 

$       314,748 
===========

$       323,694 
===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

     Current portion of long-term debt

$        12,471 

$         15,949 

     Accounts payable

39,408 

46,177 

     Accrued liabilities and other

              32,045 

              28,428 

                             Total current liabilities

              83,924 

              90,554 

LONG-TERM DEBT, less current portion

           119,207 

            119,319 

 SHAREHOLDERS' EQUITY (Note 2):

Preferred stock, $.01 par value, 5,000,000 shares authorized;
        none issued or outstanding

0 

0 

Common stock, $.01 par value, 100,000,000 shares
       authorized; 46,709,724 and 46,707,135 shares issued
       and outstanding at July 31, 2000 and April 30, 2000, respectively

467 

467 

Additional paid-in capital

144,713 

144,707 

Retained earnings

(32,166)

 (30,075)

Accumulated other comprehensive income

            (1,397)

             (1,278)

Total shareholders' equity

          111,617 

           113,821 

$     314,748 
==========

$     323,694 
==========

Three Months Ended              
                         July 31,                          

         1999         

NET SALES

  $       127,010 

  $       134,336 

COSTS AND EXPENSES:

     Costs of operations

108,320 

109,914 

     Selling, general, and administrative expenses

18,534 

19,228 

     Interest expense, net

                3,329 

                 2,638 

                  Total costs and expenses

            130,183 

             131,780 

(LOSS) INCOME BEFORE INCOME TAXES

(3,173)

2,556 

INCOME TAX BENEFIT (PROVISION)

                1,079 

NET (LOSS) INCOME

$          (2,094)
===========

$          1,444 
==========

NET (LOSS) INCOME PER COMMON SHARE:

           BASIC

$            (0.04)
===========

$            0.03 
==========

           DILUTED

$            (0.04)
===========

$            0.03 
==========

WEIGHTED AVERAGE SHARES OUTSTANDING:

           BASIC

46,708 
===========

46,689 
==========

           DILUTED

46,708 
===========

47,290 
==========

   Three Months Ended July 31,  

        2000         

        1999      

OPERATING ACTIVITIES:

        Net (loss) income

$           (2,094)

$           1,444 

       Adjustments to reconcile net (loss) income to net cash
            provided by operating activities:

                  Depreciation and amortization

3,586 

4,282 

                 Deferred income tax (benefit) provision

9 

(100)

                (Gain) loss on disposals of property, plant, and
                       equipment

(304)

86 

                (Gain) on disposal of other long-term asset

(357)

0 

               Changes in operating assets and liabilities:

                      Accounts receivable

10,602 

(274)

                      Inventories

(1,780)

(1,462)

                      Prepaid expenses and other

(954)

(258)

                      Accrued liabilities

3,858 

3,206 

                      Accounts payable

(7,044)

1,079 

                      Other assets

                    (643)

                  (128)

                            Net cash provided by operating activities

                  4,879 

                 7,875 

INVESTING ACTIVITIES:

        Purchases of property, plant, and equipment

(997)

(1,900)

        Proceeds from sales of property, plant, and equipment

638 

585 

        Proceeds from sale of other long-term asset

3,371 

0 

        Acquisition of businesses, net of cash acquired

0 

(998)

        Other

                       89 

                      95 

                     Net cash provided by (used in) investing activities

                  3,101 

               (2,218)

FINANCING ACTIVITIES:

       Net repayments under line of credit

(3,000)

(2,000)

       Repayment of long-term debt

(587)

(2,046)

      Proceeds from exercise of stock options

                         6 

                      88 

                      Net cash used in financing activities

(3,581)

(3,958)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
    TEMPORARY INVESTMENTS

                       81 

                    (35)

NET INCREASE IN CASH AND TEMPORARY INVESTMENTS

4,480 

CASH AND TEMPORARY INVESTMENTS, beginning of period

                  5,990 

                 9,331

CASH AND TEMPORARY INVESTMENTS, end of period

$            10,470 
===========

$           10,995 
===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Cash payments for interest

$              3,659 
===========

$               2,673
===========

    Cash payments for income taxes

$                 230 
===========

$                  540 
===========

1.

Basis of Presentation

The condensed consolidated financial statements of Miller Industries, Inc. and subsidiaries (the "Company") included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the financial information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly the Company's financial position, results of operations and cash flows at the dates and for the periods presented. Cost of goods sold for interim periods for certain entities in the towing and recovery equipment segment is determined based on estimated gross profit rates. Interim results of operations are not necessarily indicative of results to be expected for the fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended April 30, 2000.

2.

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted average number of common and potential dilutive common shares outstanding. Diluted net income per share takes into consideration the assumed conversion of outstanding stock options resulting in 601,000 potential dilutive common shares for the three months ended July 31, 1999. Diluted net income per share for the three months ended July 31, 2000 does not assume exercise of any stock options as the effect would be anit-dilutive. Per share amounts do not include the assumed conversion of stock options with exercise prices greater than the average share price because to do so would have been anti-dilutive.

3.

Inventories

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventories at July 31, 2000 and April 30, 2000 consisted of the following (in thousands):

Towing and Recovery   Equipment

Towing Services

Eliminations

Consolidated

2000

Net sales-external

$     77,414  

$  49,596 

$     --    

$    127,010  

Operating income

1,823  

(1,667)

--    

156  

Interest expense, net

1,454  

1,875 

--    

3,329  

Income (loss) before
  income taxes

369 

(3,542)

--    

(3,173)

1999

Net sales-external

$     82,951 

$  51,385 

$     --    

$    134,336 

Net sales-intersegment

--   

--   

--    

--   

Operating income

4,493 

744 

(43)

5,194 

Interest expense, net

1,119 

1,519 

--    

2,638 

Income (loss) before
  income taxes

3,331 

(775)

--    

2,556 

9.

Reclassifications

Certain amounts in the prior period financial information have been reclassified to conform to the current presentation.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

During the fourth quarter of fiscal 2000, the Company announced its plans to accelerate its efforts to aggressively reduce expenses in the towing services segment at the corporate level, as well as in the field. The Company is also considering all alternatives to bring its underperforming towing services markets to an acceptable level of profitability, including the possible disposition of certain such assets. The Company continues to investigate all financial alternatives with respect to the overall towing services segment in order to enhance shareholder value.

Results of Operations -- Three Months Ended July 31, 2000 Compared to Three Months Ended July 31, 1999

Net sales for the three months ended July 31, 2000, decreased 5.5% to $127.0 million from $134.3 million for the comparable period in 1999. Net sales in the towing and recovery equipment segment decreased 6.7% from $83.0 million to $77.4 million due primarily to declines in chassis sales as well as the impact of unusually high fuel costs, rising interest rates, and other expenses that have affected demand for towing and recovery equipment products. Decreases were offset by increases in sales of new products, including multi-car carriers and slide axle trailers. Net sales in the towing services segment decreased 3.5% from $51.4 million to $49.6 million primarily due to declines in revenues in certain underperforming markets.

Costs of operations for the three months ended July 31, 2000, decreased 1.5% to $108.3 million from $109.9 million for the comparable period in 1999. Costs of operations of the towing and recovery equipment segment increased as a percentage of net sales from 85.1% to 86.8%. The increase as a percentage of net sales was the result of declines in sales volume, particularly chassis, and changes in the sales mix. In the towing services segment, costs of operations as a percentage of net sales increased from 76.7% to 83.0%. The increase as a percentage of net sales is primarily due to declines in revenue coupled with increased benefits and worker's compensation costs, insurance costs due to loss experience, and fuel costs.

Selling, general and administrative expenses for the three months ended July 31, 2000, decreased 3.6% to $18.5 million from $19.2 million for the comparable period of 1999. The decrease was due primarily to the continued cost reduction efforts in the towing services segment implemented in late fiscal 2000.

Net interest expense increased $.7 million to $3.3 million for the three months ended July 31, 2000 from $2.6 million for the three months ended July 31, 1999, primarily due to higher interest rates on the Company's line of credit.

Income taxes are accounted for on a consolidated basis and are not allocated by segment. The effective rate of the provision for income taxes was (34.0)% for the three months ended July 31, 2000 and 43.5% for the three months ended July 31, 1999.

Liquidity and Capital Resources

Cash provided by operating activities was $4.9 million for the three month period ended July 31, 2000 compared to cash provided by operating activities of $7.9 million for the comparable period of 1999. The decrease in cash provided by operating activities was due primarily to lower earnings and decreases in accounts payable.

Cash provided by investing activities was $3.1 million for the three month period ended July 31, 2000 compared to $2.2 million used in investing activities for the comparable period in 1999. The cash provided by investing activities resulted from the sales of equipment and other long-term assets in the Company's towing services segment.

Cash used in financing activities was $3.6 million for the three month period ended July 31, 2000 and $4.0 million for the comparable period in the prior year. The cash was used primarily to reduce the Company's line of credit and other outstanding long-term debt and capital leases.

The Company has a credit facility of $140.0 million (the "Credit Facility"), which consists of a revolving credit facility of $115.0 million and $25.0 million of borrowings under a term loan. The Credit Facility is used for working capital and other general corporate purposes. At July 31, 2000, $123.0 million was outstanding under the Credit Facility. Under the agreement, the revolving credit facility and the term loan must be reduced by an aggregate of $13.0 million by November 30, 2000. The agreement also provides that availability under the revolving credit facility will be based on a formula of eligible accounts receivable, inventory, and fixed assets. Borrowings under the revolving credit facility bear interest at LIBOR plus an applicable margin that varies from 2.50% to 4.75% based on a pricing grid that is a function of the ratio of the Company's debt to earnings before income taxes, depreciation, and amortization (as defined). Borrowings under the term loan bear interest at LIBOR plus an applicable margin which increases from 5.00% to 6.00% on December 1, 2000 and to 8.00% on February 1, 2001. The Company will be required to pay certain fees on the unused portion of the credit facility and the outstanding balance of the term loan.

The Credit Facility is secured by all assets of the Company, including real property and vehicles. The Credit Facility contains restrictions on capital expenditures and requirements related to monthly collateral reporting and maintaining minimum quarterly levels of earnings before income taxes, depreciation, and amortization (as defined) and limits on the ratio of total funded indebtedness (as defined) to earnings before income taxes, depreciation, and amortization. The Credit Facility also requires that there be certain mandatory prepayments of the Credit Facility and reductions of the revolving credit facility if the Company or any of its subsidiaries make certain asset dispositions, debt offerings or equity offerings. The amended credit facility also requires that the Company retain a financial advisor to advise in the evaluation of possible sales of assets. The Company is currently in negotiations to engage a financial advisor to assist in such process.

On May 1, 1998, the Company entered into an interest rate swap agreement covering $50 million of variable-rate debt. The agreement fixed the interest rate at 5.68% plus the applicable margin for a period of three years unless cancelled by the bank at the end of two years. In the first quarter of fiscal 2001, the bank exercised its rights to cancel the agreement.

Excluding the capital commitments set forth above, the Company has no other material capital commitments. The Company believes that cash on hand, cash flows from operations and unused borrowing capacity under the Credit Facility will be sufficient to fund its operating needs, capital expenditures and debt service requirements for the next fiscal year. Management continually evaluates potential strategic acquisitions. Although the Company believes that its financial resources will enable it to consider potential acquisitions, additional debt or equity financing may be necessary. No assurance in this regard can be given, however, since future cash flows and the availability of financing will depend on a number of factors, including prevailing economic conditions and financial, business and other factors beyond the Company's control.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, which delayed the effective date of SFAS No. 133 until June 15, 2000. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

The Company has not yet quantified the impact of adopting SFAS No. 133 on its financial statements and has not determined the timing of or method of adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings and other comprehensive income.

PART II.

OTHER INFORMATION

          Item 1.

Legal Proceedings

In January 1998, the Company received a letter from the Antitrust Division of the Department of Justice (the "Division") stating that it was conducting a civil investigation covering "competition in the tow truck industry". The letter asked that the Company preserve its records related to the tow truck industry, particularly documents related to sales and prices of products and parts, acquisition of other companies in the industry, distributor relations, patent matters, competition in the industry generally, and activities of other companies in the industry. In March 1998, the Company received a Civil Investigative Demand ("CID") issued by the Division as part of its continuing investigation of whether there are, have been or may be violations of the federal antitrust statutes in the tow truck industry. Under this CID, the Company produced information and documents to assist in the investigation, and corresponded and met with the Division concerning the investigation. In February 2000, the Company reached an agreement with the Division pursuant to which the Company entered into a Stipulation and proposed consent Judgment with the Division, which were filed with the United States District Court for the District of Columbia (the "Court") simultaneously with the Division's complaint. The complaint focused on the Company's acquisition of Vulcan in 1996 and Chevron in 1997, including the acquisition of their patents. The Company remains convinced that the acquisitions are entirely lawful and that this position would be vindicated in a court of law. However, the Company believes it is in the best interest of its shareholders to conclude this matter rather than extending for an additional lengthy period what has already been a costly and time consuming exercise. Under the terms of the proposed consent Judgment, the Company will offer non-exclusive royalty-bearing licenses to certain of the Company's key patents to all tow truck and car carrier manufacturers. In connection with offering licenses, the Company will notify the government periodically of companies that have obtained a license. The Company will also have reporting requirements related to future acquisitions of tow truck and car carrier manufacturers. The proposed Judgment was placed on public record for comment and now is subject to court approval. The Division has filed a Motion for Entry of Proposed Final Judgment, in which it states that the necessary procedural steps have been completed and that the Court should find that the proposed Judgment is in the public interest and should enter the proposed Judgment without further hearings. It is expected that such approval and entry of the Judgment as proposed will occur within the next several months.

During September, October and November 1997, five lawsuits were filed by certain persons who seek to represent a class of shareholders who purchased shares of the Company's common stock during the period from either October 15 or November 6, 1996 to September 11, 1997. Four of the suits were filed in the United States District Court for the Northern District of Georgia. The remaining suit was filed in the Chancery Court of Hamilton County, Tennessee. In general, the individual plaintiffs in all of the cases allege that they were induced to purchase the Company's common stock on the basis of allegedly actionable misrepresentations or omissions about the Company and its business and, as a result, were thereby damaged. Four of the complaints assert claims under Sections 10(b) and 20 of the Securities Act of 1934. The complaints name as the defendants the Company and various of its present and former directors and officers. The plaintiffs in the four actions which involved claims in Federal Court under the Securities Exchange Act of 1934 have consolidated those actions. The Company filed a motion to dismiss in the consolidated case which was granted in part and denied in part. The proposed class was certified by order dated May 27, 1999. All fact discovery has been completed. On or about May 5, 2000, the Company filed a motion seeking summary judgment in favor of all defendants on all remaining claims asserted by the plaintiffs. That motion has now been fully briefed and remains pending. The plaintiffs also filed a partial summary judgment motion on or about May 5, 2000 on two of its claims. The Company has filed it opposition to that motion, which remains pending. The Company filed a motion to dismiss in the Tennessee case which was granted in its entirety. The plaintiffs in that case, with permission from the Chancery Court, amended and refiled their complaint, which was dismissed with prejudice by order of the Chancery Court dated March 11, 1999. On April 4, 1999 counsel for the Plaintiffs filed a notice of appeal with the Tennessee Court of Appeals, which was briefed and argued by the parties. On March 31, 2000, the Tennessee Court of Appeals affirmed the decision of the Chancery Court dismissing the case in its entirety. On May 26, 2000, counsel for the plaintiffs filed an application for permission to appeal to the Tennessee Supreme Court and that application, which the Company has opposed, currently remains pending. In both these actions, the Company has denied liability and continues to vigorously defend itself.

In addition to the shareholder litigation described above, the Company is, from time to time, a party to litigation arising in the normal course of its business. The ultimate disposition of such matters cannot be determined presently, but will not, in the opinion of management, based in part on the advice of legal counsel, have a material adverse effect on the financial position or results of operations of the Company.

 
          Item 6.

Exhibits and Reports on Form 8-K

(a)    

Exhibits.

Exhibit 27 - Financial Data Schedule (For SEC use only)

(b)    

Reports on Form 8-K -- No reports on Form 8-K were filed by the Company during the first quarter of the fiscal year.

MILLER INDUSTRIES, INC.

By:  /s/ J. Vincent Mish                                           

       J. Vincent Mish

      Vice President and

      Chief Financial Officer

Date:     September 14, 2000