April 21,
2008
Division
of Corporate Finance
Mail Stop
4561
Washington,
DC 20549
Attention:
Ms. Linda Cvrkel, Branch Chief
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Re:
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Miller
Industries, Inc.
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| Form 10-K for the year ended December 31, 2007 | ||
| Filed on March 13, 2008 | ||
| SEC File No. 001-14124 |
Ladies
and Gentlemen:
On behalf
of Miller Industries, Inc. (the “Company”), this
letter sets forth the Company’s responses to comments received from the Staff of
the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission set forth in your letter of April 8,
2008. The numbers of each of the responses and headings set forth
below correspond to the numbered comments and headings in the letter from the
Staff. Please note that this letter is being filed via EDGAR and
concurrently faxed to the Staff. Unless the context requires
otherwise, references to “we”, “our”, “us”, “Miller Industries” or “the Company”
in the responses below refer to Miller Industries, Inc.
Front
Cover
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1.
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Please
note that the Commission File Number for your Form 10-K is
001-14124. Please revise future filings
accordingly.
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Response
The
Company confirms that its future filings will reference, as applicable, the
correct Commission File Number of 001-14124.
Management’s Discussion
& Analysis of Financial Condition and Results of Operations, page
16
Liquidity and Capital
Resources, page 20
Interest Rate Sensitivity,
page 22
Quantitative and Qualitative
Disclosures About Market Risk, page 23
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2.
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Your
current disclosures regarding your exposure to interest rate risk do not
comply with the requirements of Item 305 of Regulation S-K. To
the extent material, please revise your disclosure in future filings
regarding your exposure to interest rate risk to provide these disclosures
in one of the formats outlined in Item 305(a) of Regulation
S-K.
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Response
The
Company confirms that, in future filings, it will revise its disclosures
regarding its exposure to interest rate risk, to the extent material, to provide
the disclosures in one of the formats outlined in Item 305(a) of Regulation
S-K.
Securities
and Exchange Commission
April
21, 2008
Page
2
Notes to the Consolidated
Financial Statements, page F-7
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3.
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Please
revise your notes in future filings to disclose the fact that the payment
of dividends is restricted by the terms of your senior credit facility in
accordance with Rule 4-08(e) of Regulation
S-X.
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Response
The
Company confirms that, in future filings, it will revise the applicable notes to
its consolidated financial statements to disclose the fact that the payment of
dividends is restricted by the terms of the Company’s senior credit facility in
accordance with Rule 4-08(e) of Regulation S-X.
Note
6. Commitments and Contingencies, page F-14
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4.
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We
note from your disclosures at the top of page F-15 that the company has
entered into arrangements with third party lenders where you have agreed,
in the event of a default by the customer, to repurchase from the
third-party lender company products repossessed from the
customer. Please tell us how you have considered the provisions
outlined in FIN 45 in accounting for such arrangements with third party
lenders as the contracts appear to possess characteristics described in
paragraph 3b of FIN 45 and why you believe your account treatment is
appropriate. Please provide us with the accounting guidance
which supports your conclusions. We may have further comment
upon receipt of your response.
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Response
The
arrangements with third party lenders described in Note 6 to the Company’s
consolidated financial statements refer to floor plan financing agreements
(“Agreements”) with some characteristics similar to the arrangements described
in paragraph 3b of FIN 45. Under the Agreements, a third party lender
(“Lender”) may provide floor plan financing to distributors of the Company’s
products (“Distributors”), and in addition to setting forth the Company’s and
the Lender’s responsibilities under the particular floor plan financing program,
the Agreements include an obligation on the part of the Company to repurchase
products in the event of a Distributor’s default in its financial obligations to
the applicable Lender, provided specific conditions (as described below) are
met.
In
connection with the preparation of its financial statements, the Company
considered the provisions of FIN 45 with respect to accounting for any liability
to be recognized in connection with these arrangements. FIN 45
requires, among other things, the recognition by a guarantor in its statement of
financial position a liability for the fair value of a guarantee at the
inception of that guarantee. The Company considered the fair value at
inception of the liability of the Company under these arrangements, and
determined that the amount of any such liability associated with these potential
repurchase obligations is not material.
In making
its determination that the amount of any such liability is not material, the
Company considered the following factors:
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1.
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The
Company’s potential repurchase obligation relates only to new and unused
Lender-financed equipment in a Distributor’s inventory, and is triggered
upon the occurrence of the following actions: Distributor’s
financial default; Lender’s repossession of the equipment; and Lender’s
demand to the Company that the new and unused equipment be
repurchased.
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Securities
and Exchange Commission
April
21, 2008
Page
3
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2.
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The
Distributor must pass a thorough credit review to obtain a floor plan
credit line with a Lender. Once the line is in place, the
Lender performs regular on-site inspections of the inventory under the
floor plan, and continues to monitor the Distributor’s credit situation
and performance. The Company works closely with each Lender to
ensure compliance with floor plan terms and to identify in advance and
mitigate any potential for loss.
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3.
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By
the terms of the Agreements, the Company’s repurchase price would
generally be at the Distributor’s wholesale cost, which is substantially
less than the inventory’s retail value. All inventory that has
been previously repurchased by the Company was sold by the Company at a
price equal to or greater than the repurchase price, resulting in no loss
to the Company.
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4.
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Since
1994, when the first floor plan program was instituted, the Company has
not incurred a loss under the repurchase obligations or any other
provisions of the arrangements. Since inception, there have
been no more than five actual repurchases (with the last occurring in
2002), the amounts of which were not material, and none of which resulted
in a loss to the Company.
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Additionally,
in response to the Staff’s request, the Company acknowledges that:
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it
is responsible for the adequacy and accuracy of the disclosure in its
filings;
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
Company’s filings; and
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it
may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the
United States.
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We
appreciate the Staff’s review of the Company’s filings, and we look forward to
working constructively and expeditiously with the Staff to resolve any remaining
questions or comments the Staff may have. Please call the undersigned
at (423) 238-4171, or David A. Stockton of Kilpatrick Stockton LLP, the
Company’s counsel for SEC reporting matters, at (404) 815-6444, with any
questions or comments you may have regarding the responses set forth
herein.
| Sincerely, | |||
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MILLER
INDUSTRIES, INC.
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By:
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/s/ J. Vincent Mish | |
| J. Vincent Mish | |||
| Executive Vice President, Treasurer and Chief Financial Officer | |||
cc: David
A. Stockton, Kilpatrick Stockton LLP