SEC Company Response from MILLER INDUSTRIES INC (CIK 0000066388) — Nov 17, 2005
MILLER INDUSTRIES INC (CIK 0000066388)
Date: Nov. 17, 2005 · CIK: 0000066388 · Accession: 0001108017-05-000670
AI Filing Summary & Sentiment
Letter
RE: Miller Industries, Inc.
Miller CORRESP
November 10, 2005
Securities and Exchange Commission
Fifth Street, N.W.
Washington DC, 20549
Attention: Amanda Sledge
Form 10-KSB for the Year Ended April 30, 2005
File Number 1-05926
Ladies and Gentlemen:
This letter is provided to the staff of the Securities and Exchange Commission (the "Commission") on behalf of Miller Industries, Inc. (the "Company"), in response to the staff's letter of October 24, 2005 regarding the Company's Form 10-KSB for the fiscal year ended April 30, 2005 (the "Form 10-KSB").
Set forth below in italics are each of the comments contained in the staff's letter, together with the Company's responses. These items are set forth in the order in which they appear in the staff's letter.
Form 10-KSB for the Year Ended April 30, 2005:
Item 8A. Controls and Procedures, page 9
1.
We note your statement that your chief executive officer and your chief financial officer "concluded that the Company's disclosure controls and procedures were adequate." It does not appear that your certifying officers have reached a conclusion that your disclosure controls and procedures are effective. Please revise to address your officers' conclusions regarding the effectiveness of your disclosure controls and procedures.
Response:
The Company proposes to revise its response to Item 8A to state more clearly that the officers have concluded that the disclosure controls and procedures are effective. The revised language attached as Exhibit A to this letter.
2.
Please revised to disclose changes in internal control over financial reporting pursuant to Item 308(c) of Regulation S-B.
Response:
The Company proposes to revise its response to Item 8A to disclose any changes in internal control over financial reporting. The revised language is attached as Exhibit A to this letter.
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 10-KSB, page
3.
Please revise your certification filed as exhibit 31.1 to reflect the language exactly as set forth in Item 601(b)(31) of Regulation S-B. Refer to Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange ct Periodic Reports, SEC Release No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm> for guidance.
Response:
The Company proposes to file revised certifications in the form of Exhibit B.
Note C - Income Taxes, page 25
4.
Please explain to us how you evaluated the various factors addressed in paragraphs 20 through 25 of SFAS No. 109 when determining that only $76,000 and $44,000 of your deferred tax asset is more likely than not to be realized as of April 30, 2005 and 2004, respectively. We note from review of this document and previous filings that you have generated positive earnings in each of the past five years.
Response:
Substantially all of the Company's deferred tax asset pertains to the Company's tax loss carryforwards (the "Carryforwards"). More than 62% of the Carryforwards will expire in the fiscal years ending April 30, 2006 and April 30, 2007.
In determining the amount of the deferred tax assets as of April 30, 2004 and 2005, the Company estimated its future taxable income based on the rent to be received by the Company under the lease agreements in effect on April 30, 2004 and 2005, respectively. The amount of the estimated taxable income form these leases was limited because they all expire within the next 3 years.
In determining the amount of deferred tax assets, the Company did not take into account any potential gain from the sale of the Company's building because the Company has no plans to sell the building.
Form 10-QSB for the Fiscal Quarter Ended July 31, 2005
5.
Please tell us when you intend to file your Form 10-QSB for the fiscal quarter ended July 31, 2005, which was due on September 14, 2005.
Response:
The Company is filing its Form 10-QSB for the quarter ended July 31, 2005 at the same time as this response.
_____________________________________________
The Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) staff comments or changes to disclosure and responses to staff comments do not foreclose the Commission from taking any action with respect to the Company's filings; and (iii) the Company may not assert staff comments as a defense in a proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you should have any further questions regarding these filings, please do not hesitate to contact the undersigned at (305) 379-9147.
Sincerely
yours,
Alfred
G.
Smith, II
Show Raw Text
CORRESP
1
filename1.htm
Miller CORRESP
November
10, 2005
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington
DC, 20549
Attention:
Amanda Sledge
RE: Miller
Industries, Inc.
Form
10-KSB for the Year Ended April 30, 2005
File
Number 1-05926
Ladies
and Gentlemen:
This
letter is provided to the staff of the Securities and Exchange Commission (the
"Commission") on behalf of Miller Industries, Inc. (the "Company"), in response
to the staff's letter of October 24, 2005 regarding the Company's Form 10-KSB
for the fiscal year ended April 30, 2005 (the "Form 10-KSB").
Set
forth
below in italics are each of the comments contained in the staff's letter,
together with the Company's responses. These items are set forth in the order
in
which they appear in the staff's letter.
Form
10-KSB for the Year Ended April 30, 2005:
Item
8A. Controls and Procedures, page 9
1.
We
note your statement that your chief executive officer and your chief
financial officer "concluded that the Company's disclosure controls
and
procedures were adequate." It does not appear that your certifying
officers have reached a conclusion that your disclosure controls
and
procedures are effective. Please revise to address your officers'
conclusions regarding the effectiveness of your disclosure controls
and
procedures.
Response:
The
Company proposes to revise its response to Item 8A to state more clearly that
the officers have concluded that the disclosure controls and procedures are
effective. The revised language attached as Exhibit A to this letter.
2.
Please
revised to disclose changes in internal control over financial reporting
pursuant to Item 308(c) of Regulation S-B.
Response:
The
Company proposes to revise its response to Item 8A to disclose any changes
in
internal control over financial reporting. The revised language is attached
as
Exhibit A to this letter.
Item
13. Exhibits, Financial Statement Schedules and Reports on Form 10-KSB, page
13
3.
Please
revise your certification filed as exhibit 31.1 to reflect the language
exactly as set forth in Item 601(b)(31) of Regulation S-B. Refer
to
Management's Report on Internal Control over Financial Reporting
and
Certification of Disclosure in Exchange ct Periodic Reports, SEC
Release
No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm>
for guidance.
Response:
The
Company proposes to file revised certifications in the form of Exhibit
B.
Note
C
- Income Taxes, page 25
4.
Please
explain to us how you evaluated the various factors addressed in
paragraphs 20 through 25 of SFAS No. 109 when determining that only
$76,000 and $44,000 of your deferred tax asset is more likely than
not to
be realized as of April 30, 2005 and 2004, respectively. We note
from
review of this document and previous filings that you have generated
positive earnings in each of the past five years.
Response:
Substantially
all of the Company's deferred tax asset pertains to the Company's tax loss
carryforwards (the "Carryforwards"). More than 62% of the Carryforwards will
expire in the fiscal years ending April 30, 2006 and April 30, 2007.
In
determining the amount of the deferred tax assets as of April 30, 2004 and
2005,
the Company estimated its future taxable income based on the rent to be received
by the Company under the lease agreements in effect on April 30, 2004 and 2005,
respectively. The amount of the estimated taxable income form these leases
was
limited because they all expire within the next 3 years.
In
determining the amount of deferred tax assets, the Company did not take into
account any potential gain from the sale of the Company's building because
the
Company has no plans to sell the building.
Form
10-QSB for the Fiscal Quarter Ended July 31, 2005
5.
Please
tell us when you intend to file your Form 10-QSB for the fiscal quarter
ended July 31, 2005, which was due on September 14,
2005.
Response:
The
Company is filing its Form 10-QSB for the quarter ended July 31, 2005 at the
same time as this response.
_____________________________________________
The
Company acknowledges that: (i) the Company is responsible for the adequacy
and
accuracy of the disclosure in its filings; (ii) staff comments or changes to
disclosure and responses to staff comments do not foreclose the Commission
from
taking any action with respect to the Company's filings; and (iii) the Company
may not assert staff comments as a defense in a proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
If
you
should have any further questions regarding these filings, please do not
hesitate to contact the undersigned at (305) 379-9147.
Sincerely
yours,
Alfred
G.
Smith, II
AGS/vt
enclosures
cc: Angelo
Napolitano
EXHIBIT
A
ITEM
8A.
CONTROLS AND PROCEDURES
In
connection with the filing of this Form 10-KSB, the Company's Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of the Company's
disclosure controls and procedures as of April 30, 2005. The Company's Chief
Executive Officer and Chief Executive Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of April 30,
2005.
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 April 30, 2005.
EXHIBIT
B
EXHIBIT
31.1
SECTION
302 CERTIFICATIONS
I,
Angelo
Napolitano, certify, that:
1.
I
have reviewed this report on Form 10-KSB of Miller Industries,
Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
4.
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a)
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision,
to
ensure that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
(b)
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
(c)
disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of the
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
5.
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing equivalent
functions):
(a)
all
significant deficiencies and material weaknesses in the design or
operation of the internal control over financial reporting which
are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
(b)
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
Dated:
November 14, 2005
By:
/s/
Angelo Napolitano
Angelo
Napolitano,
President,
and
Chief
Executive Officer
Exhibit
31.2
SECTION
302 CERTIFICATIONS
I,
Angelo
Napolitano, certify, that:
1.
I
have reviewed this report on Form 10-KSB of Miller Industries,
Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
4.
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a)
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
(b)
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
(c)
disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of the
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
5.
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing equivalent
functions):
(a)
all
significant deficiencies and material weaknesses in the design or
operation of the internal control over financial reporting which
are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
(b)
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
Dated:
November 14, 2005
By:
/s/
Angelo Napolitano
Angelo
Napolitano,
Chief
Financial Officer