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 January 31, 2010




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.)





16295 N.W. 13thAvenue,
      Miami,  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. or a “smaller reporting
issuer.”  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈
Smaller reporting company 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 January 31, 2010 is 2,982,662
shares.





MILLER INDUSTRIES,
INC.


FORM
10-Q


January
31, 2010




INDEX




Page No.PART
      I:
                FINANCIAL
      INFORMATIONItem
      1.
                Financial
      StatementsBalance
      Sheets dated as of January 31, 2010 and April 30, 2009
                1Statement
      of Operations - Nine Months ended January 31, 2010 and
2009
                3Statement
      of Operations - Three Months ended, January 31, 2010 and
    2009
                4Statement
      of Cash Flows - Nine Months ended, dated as of January 31, 2010 and
      2009
                5Notes
      to Financial Statements
                6Item
      2.
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                8Item
      3.
                Quantitative
      and Qualitative Disclosure about Market Risk
                10Item
      4.
                Controls
      and Procedures
                10PART
      II: OTHER INFORMATIONItems
      1 to 6
                11Signatures
                11


i


MILLER INDUSTRIES,
INC.


BALANCE
SHEET


JANUARY 31,
2010


(UNAUDITED)





ASSETSInvestment Property:Land
                                        
                                        $
                                        161,443Building
      and Improvements
                                        
                                        
                                        1,049,908Machinery
      and Equipment
                                        
                                        
                                        11,106Furniture
      and Fixtures
                                        
                                        
                                        10,251Total
      Cost
                                        
                                        
                                        
                                        
                                        
                                        $
                                        1,232,708Less: 
      Accumulated Depreciation
                                        
                                        
                                        
                                        
                                        
                                        
                                        871,188Net
      Book Value
                                        
                                        
                                        
                                        
                                        
                                        $
                                        361,520Other Assets:Cash
      and Cash Equivalents
                                        
                                        $
                                        1,473,695Accounts
      Receivable (less Allowance for Doubtful Accounts of $
    3,000)
                                        
                                        
                                        2,840Deferred
      Tax Asset
                                        
                                        
                                        13,000Prepaid
      Expenses and Other Assets
                                        
                                        
                                        30,003Deferred
      Lease Incentive (Net of Accumulated Amortization - $ 57,598
    )
                                        
                                        
                                        -Loan
      Costs, Less Accumulated Amortization of $ 268
                                        
                                        
                                        10,467Total
      Other Assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,530,005TOTAL
      ASSETS
                                        
                                        
                                        
                                        
                                        
                                        $
                                        1,891,525LIABILITIES AND SHAREHOLDERS’
      EQUITYLiabilities:Mortgages
      and Notes Payable
                                        
                                        $
                                        1,357,652Accounts
      Payable and Accrued Expenses
                                        
                                        
                                        379,722Tenant
      Security Deposits
                                        
                                        
                                        49,450Total
      Liabilities
                                        
                                        
                                        
                                        
                                        
                                        $
                                        1,786,824Shareholders’ Equity:Common
      Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and
      outstanding
                                        
                                        $
                                        149,133Paid-in
      Capital
                                        
                                        
                                        1,191,929Deficit
                                        
                                        
                                        (1,236,361
                                        )Total
      Shareholders’ Equity
                                        
                                        
                                        
                                        
                                        
                                        
                                        104,701TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                                        
                                        
                                        
                                        
                                        
                                        $
                                        1,891,525





See
accompanying notes to financial statements.


1


MILLER INDUSTRIES,
INC.


BALANCE
SHEET


APRIL 30,
2009




ASSETSInvestment
      Property:Land
                                
                                $
                                161,443Building
      and Improvements
                                
                                
                                1,049,908Machinery
      and Equipment
                                
                                
                                11,106Furniture
      and Fixtures
                                
                                
                                10,251Total
      Cost
                                
                                $
                                1,232,708Less:
      Accumulated Depreciation
                                
                                
                                860,467Net
      Book Value
                                
                                $
                                372,241Other
      Assets:Cash
                                
                                $
                                1,477,521Accounts
      Receivable (Less Allowance for Doubtful Accounts of $
    15,000)
                                
                                
                                10,561Prepaid
      Expenses and Other Assets
                                
                                
                                2,095Deferred
      Lease Incentive (Net of Accumulated Amortization -
$53,403)
                                
                                
                                4,195Loan
      Costs, Less Accumulated Amortization of $ 25,030
                                
                                
                                1,318Deferred
      Tax Assets
                                
                                
                                11,000Deferred
      Rent Receivable
                                
                                
                                -Total
      Other Assets
                                
                                $
                                1,506,690TOTAL
      ASSETS
                                
                                $
                                1,878,931LIABILITIES
      AND SHAREHOLDERS’ DEFICIENCYLiabilities:Mortgage
      and Notes Payable
                                
                                $
                                1,394,343Accounts
      Payable and Accrued Expenses
                                
                                
                                428,301Tenants’
      and Customers’ Deposits
                                
                                
                                72,640Total
      Liabilities
                                
                                $
                                1,895,284Shareholders’
      Deficiency:Common
      Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and
      outstanding
                                
                                $
                                149,133Paid-in
      Capital
                                
                                
                                1,191,929Deficit
                                
                                
                                (1,357,415
                                )Total
      Shareholders’ Deficiency
                                
                                $
                                (16,353
                                )TOTAL
      LIABILITIES ANDSHAREHOLDERS’
    DEFICIENCY
                                
                                $
                                1,878,931





See
accompanying notes to financial statements.


2





MILLER INDUSTRIES,
INC.


STATEMENT OF
OPERATIONS


FOR THE NINE MONTHS ENDED
JANUARY 31, 2010 AND 2009


(UNAUDITED)





Nine Months Ended01/31/10
                            
                            
                            01/31/09Revenues:Rental
      Income
                            
                            $
                            316,065
                            
                            
                            $
                            390,432Hardware
      Sales (Net)
                            
                            
                            223
                            
                            
                            
                            400Other
      Income
                            
                            
                            5,116
                            
                            
                            
                            19,783Total
      Revenue
                            
                            $
                            321,404
                            
                            
                            $
                            410,615Expenses:Rental
      Expense (Except Interest)
                            
                            $
                            126,194
                            
                            
                            $
                            178,564Cost
      of Hardware Sales
                            
                            
                            -
                            
                            
                            
                            -Administrative
                            
                            
                            41,742
                            
                            
                            
                            37,034Interest
                            
                            
                            34,414
                            
                            
                            
                            61,626Total
      Expenses
                            
                            $
                            202,350
                            
                            
                            $
                            277,224Income
      (Loss) Before Tax Provision
                            
                            $
                            119,054
                            
                            
                            $
                            133,391Provision for Income Tax:Federal
      Income Tax
                            
                            $
                            31,395
                            
                            
                            $
                            37,500State
      Income Tax
                            
                            
                            6,342
                            
                            
                            
                            7,125Tax
      Benefits of Net Operating Loss Carryover andChange
      in Valuation Allowance
                            
                            
                            (39,737
                            )
                            
                            
                            -Total
      Provision (Credit) for Income Tax (Net of Tax Benefits and Change in
      Valuation Allowance)
                            
                            $
                            (2,000
                            )
                            
                            $
                            44,625Net
      Income
                            
                            $
                            121,054
                            
                            
                            $
                            88,766Income
      per Common Share
                            
                            $
                            .04
                            
                            
                            $
                            .03Average
      Shares of Common Stock Outstanding
                            
                            
                            2,982,662
                            
                            
                            
                            2,982,662





See
accompanying notes to financial statements.


3


MILLER INDUSTRIES,
INC.


STATEMENT OF
OPERATIONS


FOR THE THREE MONTHS ENDED
JANUARY 31, 2010 AND 2009


(UNAUDITED)





Three Months Ended01/31/09
                        
                        
                        01/31/09Revenues:Rental
      Income
                        
                        $
                        129,798
                        
                        
                        $
                        132,567Hardware
      Sales (Net)
                        
                        
                        43
                        
                        
                        
                        -Other
      Income
                        
                        
                        1,630
                        
                        
                        
                        4,514Total
      Revenue
                        
                        $
                        131,471
                        
                        
                        $
                        137,081Expenses:Rental
      Expense (Except Interest)
                        
                        $
                        48,620
                        
                        
                        $
                        52,680Cost
      of Hardware Sales
                        
                        
                        -
                        
                        
                        
                        -Administrative
                        
                        
                        18,017
                        
                        
                        
                        15,336Interest
                        
                        
                        9,425
                        
                        
                        
                        14,212Total
      Expenses
                        
                        $
                        76,062
                        
                        
                        $
                        82,228Income
      (Loss) Before Tax Provision
                        
                        $
                        55,409
                        
                        
                        $
                        54,853Provision (Credit) for Income
      Tax:Federal
      Income Tax
                        
                        $
                        16,395
                        
                        
                        $
                        17,900State
      Income Tax
                        
                        
                        2,343
                        
                        
                        
                        2,725Tax
      Benefits of Net Operating Loss Carryover and Change in Valuation
      Allowance
                        
                        
                        (12,737
                        )
                        
                        
                        -Total
      Provision for Income Tax (Net of Tax Benefits and Change in Valuation
      Allowance)
                        
                        $
                        6,000
                        
                        
                        $
                        20,625Net
      Income
                        
                        $
                        49,409
                        
                        
                        $
                        34,228Income
      per Common Share
                        
                        $
                        .02
                        
                        
                        $
                        .01Average
      Shares of Common Stock Outstanding
                        
                        
                        2,982,662
                        
                        
                        
                        2,982,662





See
accompanying notes to financial statements.


4


MILLER INDUSTRIES,
INC.


STATEMENT OF CASH
FLOWS


FOR THE NINE MONTHS ENDED
JANUARY 31, 2010 AND 2009


(UNAUDITED)





Nine Months Ended01/31/10
                          
                          
                          01/31/09Cash Flows From Operating
      Activities:Net
      Income
                          
                          $
                          121,054
                          
                          
                          $
                          88,766Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Provision
      for Bad Debts
                          
                          
                          (12,000
                          )
                          
                          
                          15,027Deferred
      Rent Receivable Adjustment
                          
                          
                          -
                          
                          
                          
                          16,192Depreciation
                          
                          
                          12,038
                          
                          
                          
                          13,026Amortization
                          
                          
                          4,464
                          
                          
                          
                          11,598Deferred
      Tax Asset Valuation Adjustment
                          
                          
                          (2,000
                          )
                          
                          
                          44,625Changes
      in Operating Assets and Liabilities
                          
                          
                          (79,956
                          )
                          
                          
                          (66,577
                          )Net
      Cash Provided by Operating Activities
                          
                          $
                          43,600
                          
                          
                          $
                          122,657Cash Flows From Investing
      Activities:Acquisition
      of Property and Equipment
                          
                          $
                          -
                          
                          
                          $
                          -Net
      Cash (Used in) Investing Activities
                          
                          $
                          -
                          
                          
                          $
                          -Cash Flows From Financing
      Activities:Principal
      Payments Under Borrowings
                          
                          $
                          (67,695
                          )
                          
                          $
                          (39,440
                          )Addition
      to Debt
                          
                          
                          20,269
                          
                          
                          
                          -Net
      Cash Provided by (Used in) Financing Activities
                          
                          $
                          (47,426
                          )
                          
                          $
                          (39,440
                          )Net
      Increase (Decrease) in Cash
                          
                          $
                          (3,826
                          )
                          
                          $
                          83,217Cash at the Beginning of
    Period
                          
                          
                          1,477,521
                          
                          
                          
                          1,318,950Cash at the End of Period
                          
                          $
                          1,473,695
                          
                          
                          $
                          1,402,167Additional
      Cash Flow Information:Cash
      Paid for Interest
                          
                          $
                          34,414
                          
                          
                          $
                          61,626Cash
      Paid for Income Tax
                          
                          $
                          -
                          
                          
                          $
                          -





See
accompanying notes to financial statements.


5





MILLER
INDUSTRIES, INC.


NOTES TO FINANCIAL
STATEMENTS


JANUARY 31,
2010


(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 nine month and the three month periods ending January 31, 2010
are not necessarily indicative of results that may be expected for the year
ended April 30, 2010.





For
further information, refer to the financial statements and footnotes thereto of
the Company as of April 30, 2009 and for the year ended April 30,
2009.





NOTE B - INCOME PER
SHARE:





Basic
Earnings per Share (“EPS”) is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year.  Diluted EPS is computed by dividing net
income available to common stockholders by the weighted average number of common
stock shares outstanding during the year plus potential dilutive instruments
such as stock options and warrants.  The effect of stock options on diluted
EPS is determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company’s common stock at the average market price during
the period.  Loss per share is unchanged on a diluted basis since the
Company has no potentially dilutive securities outstanding, as under the
treasury stock method, options and warrants are dilutive only when the average
market price of common stock during the period is greater than the exercise
price of the options and warrants.





NOTE C - OTHER
MATTERS:





On June 30, 2005, the Company issued
stock options to Angelo Napolitano in exchange for the benefits he has provided
to the Company through his personal guarantee of the Company’s bank loan, and
the services rendered by Mr. Napolitano in his capacity as the Company’s sole
officer and director.  The options vest 100% at the grant date and expire
in 10 years from the grant date.  The Company granted options to Mr.
Napolitano to purchase up to 2,017,338 shares of the Company’s common stock
during the term of the options at a price equal to $0.18 per share (Exercise
Price).


6





MILLER INDUSTRIES,
INC.


NOTES TO FINANCIAL
STATEMENTS


JANUARY 31,
2010


(UNAUDITED)





The average fair values of the options
granted during fiscal 2006 were estimated at $0.0324, using the Black-Scholes
options-pricing model, which included the following assumptions:





Stock
      Price
                  
                  $
                  0.05Strike
      Price
                  
                  
                  0.18Expected
      Life
                  
                  9.17
      YearsRisk-Free
      Interest Rate
                  
                  
                  3.80
                  %Volatility
                  
                  
                  79.23
                  %





Approximately $65,400 was recorded as
compensation expense for fiscal 2006 related to this grant.





The following summarized information
concerning currently outstanding and exercisable options at January 31,
2009.





Options
    Outstanding/ExercisableExercise Price
                      
                      
                      Number Outstanding at
    01/31/10
                      
                      
                      Average Remaining Life$
                      0.18
                      
                      
                      
                      2,017,338
                      
                      
                      
                      5.42





NOTE D – MODIFICATION OF
NOTE AND MORTGAGE PAYABLE:





On October 27, 2009, an agreement was
executed between the Company (Borrower), City National Bank of Florida (Lender)
and Angelo Napolitano(Guarantor) to extend the maturity date of the Note to
November 13, 2019.  The Guarantor has guaranteed up to the top 50% of all
sums due under the Note.  Commencing November 13, 2009, the interest rate
shall be equal to 1⁄2 of 1% (.50%) per annum under the Base Rate of the Lender
adjusted annually.  In the event the aggregate balance in Borrower’s
depository relationship with the Lender should fall below the sum of $ 2,000,000
for 30 consecutive days, the interest note rate shall never be lower than 4 1⁄2 @
per annum.  Depository Relationship is defined as deposits held by
Guarantor, or any direct family members and entities under his control or
entities on which he has a membership interest.  Commencing December 13,
2009 and the 13th day of
each and every month to maturity, monthly principal payments of $ 3,715 plus
accrued interest shall be due and payable.


7


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




Results of Operations (First
Three Quarters of 2009 Fiscal Year compared to First Three Quarters of 2010
Fiscal Year)




Rental Income. 
The Company's results of operations are primarily dependant 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 three quarters of the 2009
fiscal year was $390,000, compared with $316,000 in the first three quarters of
2010.  The decrease in rental income was due to the loss of a
tenant.




Hardware Sales. 
The Company receives revenue from the sale of replacement parts for the sliding
glass doors and windows formerly manufactured by the Company.  The Company
utilizes its existing inventory of these parts to support these sales. 
These sales were immaterial in 2010 and 2009.




Other Income. 
The Company generated other income of $20,000 in the first three quarters of
2009 and $5,000 in 2010.  Other income in 2010 and 2009 consisted of
interest income and miscellaneous income.  Interest income decreased due to
lower interest rates.




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, insurance,
maintenance and repairs, utility costs and outside services.  Rental
expenses were $179,000 in the first three quarters of 2009 compared to $126,000
in the first three quarters of 2010.  The decrease was due to lower taxes,
depreciation and bad debt expense.




Cost of Hardware
Sales.  The Company records the cost of its hardware sales in
connection with the sale of replacement parts to customers of its former window
and sliding glass door business.  These costs are tied to the level of
hardware sales.  These costs were not material in the first three quarters
of 2009 or 2010.




Administrative
Expenses.  The Company's administrative expenses were $42,000 in
2010, compared to $37,000 in 2009.  They primarily consist of accounting
and legal fees and shareholders expenses.




Interest
Expense.  The Company pays interest on the mortgage loan on its
building.  Interest expense on the loan was $62,000 in 2009 compared to
$34,000 in 2010.  The decrease in the amount of interest was attributable
to a decrease in the interest rate of the Company’s loan.




Provision for Income
Taxes.  The Company had a tax provision of $45,000 in 2009.  In
2010, the Company had a tax credit of $2,000.  The tax credit arose due to
the utilization of the Company’s net operating loss carryforward and change in
valuation allowance.




Net Income.  As
a result of the foregoing factors, the Company had net income of $89,000 in the
first three quarters of 2009, compared to $121,000 in the first three quarters
of 2010.


8




Results of Operations (Third
Quarter of 2009 Fiscal Year v. Third Quarter of 2010 Fiscal
Year)




Rental Income. 
Rental income during the third quarter of the 2009 fiscal year was $132,000,
compared with $130,000 in the third quarter of 2010.




Hardware Sales. 
Hardware sales were less than not material in the third quarter of 2009 and
2010.




Other Income. 
The Company generated other income of $5,000 in the third quarter of 2009 and
$2,000 in 2010.  Other income in 2009 and 2010 consisted of interest income
and miscellaneous income.  The decrease was due to the lower interest rates
on the Company’s deposits.




Rental Expense (Excluding
Interest).  Rental expense was $53,000 in the third quarter of 2009
and $49,000 in the third quarter of 2010.  The principal components were
management fees, taxes, depreciation and amortization and insurance.  There
were no material changes to these items during the quarter.




Administrative
Expenses.  The Company's administrative expenses were $15,000 in
2009 and $9,000 in 2010.  They primarily consist of accounting and legal
fees and shareholders expenses.




Interest
Expense.  The Company pays interest on the mortgage loan on its
building.  Interest expense on the loan was $14,000 in 2009 compared to
$9,000 in 2010.  The decrease in the amount of interest was attributable to
a decrease in the interest rate on the Company’s loan.




Provision for Income
Taxes  The Company recorded a provision for income tax of
$21,000 in 2009 and $6,000 in 2010.  The decrease was due to the
utilization of the Company’s net operating loss carryforward and change in
valuation allowance.




Net Income.  As
a result of the foregoing factors, the Company had net income of $34,000 in the
third quarter of 2009, compared to $49,000 in the third quarter of
2010.




Liquidity and Capital
Resources




The
Company's cash increased by $83,000 during the first nine months of the 2009
fiscal year compared with a decrease of $4,000 during the first nine months of
fiscal year 2010.  The decrease in cash in 2010 was due to a lower level of
cash flow from operations and a higher level of principal payments on the
Company’s bank loan.  As of January 31, 2010, the Company's cash position
was approximately $1,474,000.




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.


9




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 new mortgage loan, real estate taxes and insurance.




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




We are a smaller reporting issuer as
defined in Item 10 of Regulation S-K 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 January 31, 2010.  The
Company's Chief Executive Officer and Chief Executive Financial Officer
concluded that the Company's disclosure controls and procedures were effective
as of January 31, 2010.




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 January 31, 2010.


10


PART
II.  OTHER INFORMATION




ITEM6.
            EXHIBITS AND REPORTS
      ON FORM 8-K




(a)
            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.




(b)
              Reports on Form
      8-K.




Not
applicable.




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:  January
      10, 2011
                  By:
                  /s/  Angelo
      NapolitanoAngelo
      Napolitano
                    Chairman
      of the Board of Directors
                    Chief
      Executive Officer
                    Principal
      Financial
Officer


11