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<SEC-DOCUMENT>0001107049-02-000523.txt : 20020822
<SEC-HEADER>0001107049-02-000523.hdr.sgml : 20020822
<ACCEPTANCE-DATETIME>20020822161853
ACCESSION NUMBER:		0001107049-02-000523
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020822

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLER INDUSTRIES INC /TN/
		CENTRAL INDEX KEY:			0000924822
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCK & BUS BODIES [3713]
		IRS NUMBER:				621566286
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14124
		FILM NUMBER:		02745905

	BUSINESS ADDRESS:	
		STREET 1:		8503 HILLTOP DR
		STREET 2:		STE 100
		CITY:			OOLTEWAH
		STATE:			TN
		ZIP:			37363
		BUSINESS PHONE:		4232384171

	MAIL ADDRESS:	
		STREET 1:		900 CIRCLE 75 PARKWAY
		STREET 2:		SUITE 1250
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30339
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>miller630amend.htm
<DESCRIPTION>AMENDMENT TO QUARTERLY REPORT FOR THE PERIOD ENDING 6-30-02
<TEXT>
<html>

<head>
<meta name="GENERATOR" content="Microsoft FrontPage 4.0">
<meta name="ProgId" content="FrontPage.Editor.Document">
<title>Prepared for Miller Industries, Inc. by Kilpatrick Stockton EDGAR Services</title>
</head>

<body>

<p align="center"><b><font size="2" face="Times New Roman">SECURITIES AND EXCHANGE COMMISSION<br />
WASHINGTON, DC 20549</font></b></p>

<p align="center"><b><font size="4" face="Times New Roman">Amendment No. 1 to<br>
FORM 10-Q</font></b></p>

<p align="center"><font size="2" face="Times New Roman">QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)<br />
OF THE SECURITIES EXCHANGE ACT OF 1934<br />
For the quarterly period ended June 30, 2002<br />
Commission File No. 0-24298</font></p>

<p align="center">&nbsp;</p>

<p align="center"><b><font size="2" face="Times New Roman">MILLER INDUSTRIES, INC.<br>
</font></b><font size="2" face="Times New Roman">(Exact name of registrant as specified in its charter)</font></p>

<p align="center">&nbsp;</p>

<div align="center">
  <center>

<table border="0" cellspacing="0" cellpadding="0" width="405">
<tr>
<td valign="top" width="215">
<p align="center"><b><font size="2" face="Times New Roman">Tennessee</font></b></p>
</td>
<td valign="top" width="186">
<p align="center"><b><font size="2" face="Times New Roman">62-1566286</font></b></p>
</td>
</tr>

<tr>
<td valign="top" width="215">
<p align="center"><font size="2" face="Times New Roman">(State or other jurisdiction of</font></p>
</td>
<td valign="top" width="186">
<p align="center"><font size="2" face="Times New Roman">(I.R.S. Employer Identification No.)</font></p>
</td>
</tr>

<tr>
<td valign="top" width="215">
<p align="center"><font size="2" face="Times New Roman">incorporation or organization)</font></p>
</td>
<td valign="top" width="186"></td>
</tr>

<tr>
<td valign="top" width="215">
&nbsp;
</td>
<td valign="top" width="186"></td>
</tr>

<tr>
<td valign="top" width="215" align="center">
<b><font size="2" face="Times New Roman">8503 Hilltop Drive</font></b>
</td>
<td valign="top" width="186" align="center"></td>
</tr>

<tr>
<td valign="top" width="215" align="center">
<b><font size="2" face="Times New Roman">Ooltewah, Tennessee</font></b>
</td>
<td valign="top" width="186" align="center"><b><font size="2" face="Times New Roman">37363</font></b></td>
</tr>

<tr>
<td valign="top" width="215" align="center">
<font size="2" face="Times New Roman">(Address of principal executive offices)</font>
</td>
<td valign="top" width="186" align="center"><font size="2" face="Times New Roman">(Zip Code)</font></td>
</tr>

</table>


  </center>
</div>


<p align="center"><font size="2" face="Times New Roman">Registrant's telephone number, including area
code:&nbsp;&nbsp;(423)&nbsp;&nbsp;238-4171</font></p>

<p><font size="2" face="Times New Roman">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.</font></p>

<p align="center"><font size="2" face="Times New Roman">YES&nbsp;&nbsp;<u><font color="red">X</font></u> <font color=
"red">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font> NO __</font></p>

<p><font size="2" face="Times New Roman">The number of shares outstanding of the registrant's Common Stock, $.01 par value, as of
July 31, 2002 was 9,341,436.</font></p>

<hr size="3" color="#000080">
<div STYLE="page-break-before: always">
  &nbsp;
</div>
<P><font size="2" face="Times New Roman">A sentence in Item 2, Management's
Discussion and Analysis of Financial Condition and Results of Operations, of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 contained an incorrect number, due to an inadvertent typographical error.
The sentence previously stated, &quot;In addition to the borrowings under the
senior and junior credit facilities described above, the Company had
approximately $3.0 million of mortgage notes payable, equipment notes payable
and other long-term obligations at June 30, 2002.&quot; The amended sentence now
states, &quot;In addition to the borrowings under the senior and junior credit
facilities described above, the Company had approximately $5.2 million of
mortgage notes payable, equipment notes payable and other long-term obligations
at June 30, 2002.&quot; The only change to Item 2 effected by this Amendment is
to correct this typographical error. Pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, this Amendment sets forth the complete text of
Item 2, as amended.</font></P>
<table border="0" cellspacing="0" cellpadding="0" width="525">
<tr>
<td valign="top" width="59">
<p><b><font size="2" face="Times New Roman">Item 2.</font></b></p>
</td>
<td valign="top" width="462">
<p><b><font size="2" face="Times New Roman"><a name="Management's Discussion and Analysis">Management's Discussion and Analysis</a> of Financial Condition and Results of<br>
Operations</font></b></p>
</td>
</tr>
</table>



<p style="margin-left: 60"><i><font size="2" face="Times New Roman">Recent Developments</font></i></p>

<p style="margin-left: 60"><b><font size="2" face="Times New Roman">Towing Services Initiatives</font></b></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">During the six months ended June 30, 2002, the Company continued its efforts to reduce
expenses in the towing services segment.&nbsp; As part of these efforts, the Company disposed of assets in underperforming markets,
as well as assets in certain other markets for proceeds of approximately
$3,572,000.&nbsp;</font><font size="2" color="black" face="Times New Roman"> The Company plans to aggressively continue these efforts. The Company also continues to
investigate financial alternatives with respect to the overall towing services segment.
</font></p>

<p style="margin-left: 60"><b><font size="2" face="Times New Roman">Change in Fiscal Year</font></b></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">On September 25, 2001, the Company announced that its Board of Directors had approved a
change in the Company&rsquo;s fiscal year, from April 30 to December 31, effective December 31, 2001.&nbsp; The change to a
December 31 fiscal year will enable the Company to report results on a conventional calendar basis beginning in 2002.&nbsp; As a
result of the change in fiscal year, the Company filed a transition report for the eight month period ended December 31,
2001.</font></p>

<p style="margin-left: 60"><b><font size="2" color="black" face="Times New Roman">Discontinued Operations</font></b></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">During the quarter ended June 30, 2002 the Company&rsquo;s management and
board of directors approved a plan to dispose of certain identified assets,
which primarily consist of underperforming market, of the towing services segment.&nbsp; These assets are
considered a &ldquo;disposal group&rdquo; in accordance with the guidance set forth in SFAS No. 144, <i>Accounting for the
Impairment or Disposal of Long Lived Assets.</i>&nbsp; Accordingly, these assets are no longer being depreciated, and all assets
and liabilities and results of operations associated with these assets have been separately presented in the accompanying financial
statements as discontinued operations.&nbsp; Prior period financial information has been reclassified to conform with this
presentation.&nbsp; The discussions and analyses contained herein are of continuing operations, as restated, unless otherwise
noted.</font></p>

<p style="margin-left: 60"><i><font size="2" face="Times New Roman">Results of Operations--Three Months Ended June 30, 2002 Compared to Three Months Ended
June 30, 2001.</font></i></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Net sales for the three months ended June 30, 2002, decreased 11.3% to $100.3 million from
$113.0 million for the comparable period in 2001.&nbsp; Net sales in the towing and recovery equipment segment decreased 13.2% from
$86.6 million to $75.2 million as demand for the Company&rsquo;s towing and recovery equipment continued to be negatively impacted
by the cost pressures facing its customers.&nbsp; Net sales in the towing services segment decreased 5.0% from $26.4 million to
$25.1 million.&nbsp; Revenues in the towing services segment continued to be negatively impacted during the three months ended June
30, 2002 by the impact on the overall transportation industry following the events of September 11<sup>th</sup>, as well as the
sale of several towing services markets.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Costs of operations for the three months ended June 30, 2002, decreased 12.1% to $86.4
from $98.2 million for the comparable period in 2001.&nbsp; Costs of operations of the towing and recovery equipment segment
decreased slightly as a percentage of net sales from 88.2% to 87.5%.&nbsp; In the towing services segment, costs of operations as a
percentage of net sales also decreased slightly from 82.7% to 82.2%.&nbsp;</font></p>

<p align="center"><font size="2" color="black" face="Times New Roman">2</font></p>

<hr size="3" color="#000080">
<div STYLE="page-break-before: always">
  &nbsp;
</div>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Selling, general, and administrative expenses for the three months ended June 30, 2002,
remained constant at $11.0 million.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Net interest expense decreased $1.3 million to $2.3 million for the three months ended
June 30, 2002 from $3.6 million for the three months ended June 30, 2001.&nbsp; During the three months ended June 30, 2002, the
Company incurred lower interest expense as a result of refinancing its line of credit at more favorable rates in July 2001, as well
as a decrease in debt levels.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Income taxes are accounted for on a consolidated basis and are not allocated by
segment.&nbsp; Tax expenses for the quarter relate primarily to income taxes of foreign subsidiaries.&nbsp; The effective rate of
the provision for&nbsp; income taxes was 40.4% and 29.4% for the three months ended June 30, 2002 and 2001,
respectively.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">For the three months ended June 30, 2002, the loss from discontinued operations was
$559,000 compared to $1,669,000 for the prior year period.&nbsp; The loss from the sales of discontinued operations for the three
months ended June 30, 2002 and 2001 was $102,000 and $60,000, respectively.&nbsp;
The decrease in losses is primarily the result of the
Company&rsquo;s efforts to dispose of the least profitable operations early in the disposal process.&nbsp;</font></p>

<p style="margin-left: 60"><i><font size="2" face="Times New Roman">Results of Operations--Six Months Ended June 30, 2002 Compared to Six Months Ended June
30, 2001.</font></i></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Net sales for the six months ended June 30, 2002, decreased 8.4% to $194.5 million from
$212.4 million for the comparable period in 2001.&nbsp; Net sales in the towing and recovery equipment segment decreased 9.3% from
$160.3 million to $145.5 million as demand for the Company&rsquo;s towing and recovery equipment continued to be negatively
impacted by the cost pressures facing its customers.&nbsp; Net sales in the towing services segment decreased 5.9% from $52.1
million to $49.0 million.&nbsp; Revenues in the towing services segment continued to be negatively impacted during the six months
ended June 30, 2002 by the impact on the overall transportation industry following the events of September
11<sup>th</sup>.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Costs of operations for the six months ended June 30, 2002, decreased 8.0% to $167.0 from
$181.5 million for the comparable period in 2001.&nbsp; Costs of operations of the towing and recovery equipment segment decreased
slightly as a percentage of net sales from 88.1% to 87.6%.&nbsp; In the towing services segment, costs of operations as a
percentage of net sales increased from 77.4% to 80.8% primarily due to declines in revenue of certain underperforming markets and
increased insurance costs.&nbsp;</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Selling, general, and administrative expenses for the six months ended June 30, 2002,
decreased 10.8% to $21.7 million from $24.3 million for the comparable period of 2001.&nbsp; The decrease was due primarily to the
continued cost reduction efforts implemented in prior fiscal years.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Net interest expense decreased
$2.5 million to $4.2 million for the six months ended June
30, 2002 from $6.7 million for the three months ended June 30, 2001.&nbsp; During the six months ended June 30, 2002, the Company
incurred lower interest expense as a result of&nbsp; refinancing its line of credit at more favorable rates in July 2001, as well
as a decrease in debt levels.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Income taxes are accounted for on a consolidated basis and are not allocated by
segment.&nbsp; Tax expenses for the quarter relate primarily to income taxes of foreign subsidiaries.&nbsp; The effective rate of
the provision for (benefit from) income taxes was 29.4% for the six months ended June 30, 2002 and not meaningful for the six
months ended June 30, 2001.</font></p>

<p align="center"><font size="2" color="black" face="Times New Roman">3</font></p>

<hr size="3" color="#000080">
<div STYLE="page-break-before: always">
  &nbsp;
</div>

<p style="margin-left: 60"><font size="2" face="Times New Roman">For the three months ended June 30, 2002, the loss from discontinued operations was
$462,000 compared to $2,791,000 for the prior year period.&nbsp; The decrease in losses is primarily the result of the
Company&rsquo;s efforts to dispose of the least profitable operations early in the disposal process.&nbsp; The gain from the sales
of discontinued operations for the three months ended June 30, 2002 and 2001 was $168,000 and $60,000, respectively.</font></p>

<p style="margin-left: 60"><i><font size="2" face="Times New Roman">Liquidity and Capital Resources</font></i></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">Cash provided by operating activities was $12.2 million for the six months
ended June 30, 2002, which included tax refunds of approximately $4.2 million, compared to $24.4 million for the comparable period
of 2001.&nbsp; The cash provided by operating activities for the six months ended June 30, 2002 was primarily the result of the
aforementioned tax refund received, as well as an increase in accounts payable and a decrease in inventory, partially offset by an
increase in accounts receivable.</font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">Cash used in investing activities was $3.1 million for the six months ended
June 30, 2002 compared to $1.3 million for the comparable period in 2001.&nbsp; The cash used in investing activities was primarily
for the purchase of equipment in the towing services segment.</font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">Cash used in financing activities was $13.4 million for the six months ended
June 30, 2002 and $25.0 million for the comparable period in the prior year.&nbsp; The cash was used primarily to reduce borrowings
under Company's credit facilities and other outstanding long-term debt and capital lease obligations.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">In July 2001, the Company entered into a new four year senior credit facility (the
&ldquo;Credit Facility&rdquo;) with a syndicate of lenders to replace the existing credit facility.&nbsp; As part of this
agreement, the previous credit facility was reduced with proceeds from the Credit Facility and amended to provide for a $14.0
million subordinated secured facility.&nbsp; The Credit Facility originally consisted of an aggregate $102.0 million revolving
credit facility and an $8.0 million term loan.&nbsp; The revolving credit facility provides for separate and distinct loan
commitment levels for the Company&rsquo;s towing and recovery equipment segment and RoadOne segment, respectively.&nbsp; At June
30, 2002, $38.7 million and $29.0 million, respectively were outstanding under the towing and recovery equipment segment and
RoadOne portions of the revolving credit facility.&nbsp; In addition, $&shy;&shy;&shy;5.4 million was outstanding under the senior
term loan, and $14.2 million was outstanding under the subordinated secured facility.&nbsp;</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">Availability under the revolving Credit Facility is based on a formula of eligible
accounts receivable, inventory and fleet vehicles as separately calculated for the towing and recovery equipment segment and the
RoadOne segment, respectively.&nbsp; Borrowings under the term loan are collateralized by the Company&rsquo;s property, plant, and
equipment.&nbsp; The Company is required to make monthly amortization payments on the term loan of $167,000.&nbsp; The Credit
Facility bears interest at the option of the Company at either the rate of LIBOR plus 2.75% or prime rate (as defined) plus 0.75%
on the revolving portion and LIBOR plus 3.0% or prime rate (as defined) plus 1.0% on the term portion.</font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">The Credit</font> <font size="2">Facility
<font color="black">matures in July
2005 and is collateralized by substantially all the assets of the Company.&nbsp; The Credit Facility contains requirements relating
to maintaining minimum excess availability at all times and minimum quarterly levels of earnings before income taxes, depreciation
and amortization (as defined) and a minimum quarterly fixed charge coverage ratio (as defined).&nbsp; In addition, the Credit
Facility contains restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisitions, distributions and
transfers and sales of assets.&nbsp; The Credit Facility also contains requirements related to weekly and monthly collateral
reporting.</font></font></p>

<p align="center"><font size="2" color="black" face="Times New Roman">4</font></p>

<hr size="3" color="#000080">
<div STYLE="page-break-before: always">
  &nbsp;
</div>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">The</font> <font size="2">subordinated
<font color="black">secured facility
is by its terms expressly subordinated only to the Credit Facility.&nbsp; The subordinated secured facility matures in July 2003
and bears interest at 6.0% over the prime rate.&nbsp; The Company is required to make quarterly amortization payments on the
subordinated secured facility of $875,000 beginning not later than May 2002 provided that certain conditions are met, including
satisfying a fixed charge coverage ratio test and a minimum availability limit.&nbsp; The subordinated secured facility is
collateralized by certain specified assets of the Company and by a second priority lien and security interest in substantially all
other assets of the Company.&nbsp; The subordinated secured facility contains requirements for certain fees to be paid at six month
intervals beginning in January 2002 based on the outstanding balance of the subordinated secured facility at the time.&nbsp; The
subordinated secured facility also contains provisions for the issuance of warrants for up to 0.5% of the outstanding shares of the
Company&rsquo;s common stock in July 2002 and up to an additional 1.5% in July, 2003.&nbsp; The number of warrants which may be
issued would be reduced pro rata as the balance of the subordinated secured facility is reduced.</font></font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">The</font> <font size="2">subordinated
<font color="black">secured credit
facility contains, among other restrictions, requirements for the maintenance of certain financial covenants and imposes
restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisitions, distributions and transfers and sales
of assets.</font></font></p>

<p style="margin-left: 60"><b><font size="2" face="Times New Roman">2002 Amendments</font></b></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">On February 28, 2002 the Company entered into a Forbearance Agreement and First Amendment to Credit
Agreement with the lenders under the Credit Facility, as amended by that certain Amendment to Forbearance Agreement dated as of
March 18, 2002 and that certain Second Amendment to the Forbearance Agreement dated as of March 29, 2002 (as so amended, the
&ldquo;Forbearance Agreement&rdquo;).&nbsp; As a result of a revised asset appraisal conducted by the senior lenders, the senior
lenders determined that the amounts outstanding under the Credit Facility should be lowered below the amount then outstanding under
the Credit Facility, causing the Company to be over-advanced on its line of credit which resulted in the occurrence of an event of
default under the Credit Facility and a corresponding event of default under the Junior Credit Facility.&nbsp; The Forbearance
Agreement and subsequent amendments waived the Company&rsquo;s overadvance under the Credit Facility and amended the terms of the
credit agreement to, among other things, (i) permanently reduce the commitment levels to $42.0 million for the towing and recovery
equipment segment and $36.0 million for the RoadOne segment portion of the revolving credit facility and $6,611,000 for the term
loan facility, (ii) eliminate the Company&rsquo;s ability to borrow funds at a LIBOR rate of interest, and (iii) increase the
interest rate to a floating rate of interest equal to the prime rate plus 2.75%.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">On April 15, 2002 the Company amended the Credit Facility, pursuant to which, among other
things: (i) the senior lenders waived the overadvance event of default and other events of default, (ii) interest on advances will
be charged at the <font color="black">prime rate (as defined) plus 2.75% on the revolving portion and the term portion, subject to
substantial upward adjustments in the interest rate on and after certain specified dates based on the amounts outstanding
if the scheduled loan reductions are not achieved under the
revolving loan commitment relating to RoadOne (escalating at generally quarterly intervals from prime plus 4.50% as of October 1,
2002 to prime plus 14.00% as of April 1, 2005) and (iii) the revolving loan commitment amount relating to RoadOne is subject to
mandatory reductions over time commencing August 12, 2002, which reductions will require a mandatory repayment of portions of
outstanding loans at specified dates and the failure to timely make such repayments shall result in an event of default under the
bank credit agreements.&nbsp; The RoadOne revolving commitment amount,</font> </font></p>

<p align="center"><font size="2" color="black" face="Times New Roman">5</font></p>

<hr size="3" color="#000080">
<div STYLE="page-break-before: always">
  &nbsp;
</div>

<p style="margin-left: 60"> <font color="black"><font size="2" face="Times New Roman">which was set at $36.0 million through the April 15, 2002
amendment, is scheduled to be reduced as follows:&nbsp; August 12, 2002 &ndash; to $34.0 million; October 12, 2002 &ndash; to $30.0
million; March 31, 2003 &ndash; to $27.0 million; thereafter &ndash; quarterly reductions of $3.0 million&nbsp;through
June 30, 2005, the
approximate stated loan termination date.&nbsp;&nbsp; </font></font><font size="2" face="Times New Roman">On April 15, 2002 the Company also amended the Junior Credit Facility, pursuant to which, among other
things, (i) the junior lenders waived the events of default, and (<font color="black">ii) extended the time for payment of certain
scheduled amortization payments.&nbsp; At June 30, 2002, the balance of the RoadOne revolver was $29.0 million.</font></font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">On April 15, 2002, the junior lender agent, the senior lender agent and the
Company entered into an Amended and Restated&nbsp; Intercreditor and Subordination Agreement, pursuant to which, among other
things, subject to certain terms and conditions, the junior lenders have agreed to defer the required payment of amortization
payments under the Junior Credit Facility until November 20, 2002, April 5, 2003 and May 20,
2003 and receive certain of its interest as &quot;payment in kind&quot; to be
added to the principal balance.&nbsp;</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">The Company may continue to have difficulties in the future making the mandatory
repayments and complying with the covenants and other requirements of the credit
agreement, and in such event would have to seek additional waivers or
amendments.&nbsp; Such
waivers typically require payment of substantial additional fees, and there can be no assurance that the lenders will agree to any
future waivers or amendments.&nbsp; Currently, the Company is involved in
discussions with its senior lenders regarding which of its reconditioned
inventory should be classified as eligible inventory.&nbsp; The Company&rsquo;s bank facilities are collateralized by liens on all of the Company&rsquo;s
assets.&nbsp; The liens give the lenders the right to foreclose on the assets of the Company under certain defined events of
default and such foreclosure could allow the lenders to gain control of the operations of the Company.&nbsp;</font></p>
<p style="margin-left: 60"><font size="2" face="Times New Roman">In addition to the borrowings under the senior and junior credit facilities described
above, the Company had approximately $5.2 million of mortgage notes payable, equipment notes payable and other long-term
obligations at June 30, 2002.&nbsp; At June 30, 2002, the Company also had approximately $20.3
million in non-cancellable operating lease
obligations.&nbsp; Approximately, $16.3 million relates to truck and building leases in the towing services segment.</font></p>
<p style="margin-left: 60"><font size="2" face="Times New Roman">To improve liquidity and profitably, the Company has focused on cost reduction and expense
control, as well as other opportunities for improving operating cash flows. The Company has also disposed of certain
underperforming RoadOne assets and operations in order to improve liquidity and to reduce expenses and debt. These efforts have
resulted in $5.0 million reductions to the RoadOne revolver since December 31, 2001.&nbsp; The Company received a tax refund of
approximately $4.2 million during the quarter ended June 30, 2002, which also reduced the RoadOne
revolver and cured the overadvance position. &nbsp; Additionally,
the towing and recovery equipment revolver and the term loan have been reduced $1.5 million and $1.8 million, respectively since
year end.&nbsp; The Company plans to aggressively continue these efforts. The Company also continues to investigate financial
alternatives with respect to the overall towing services segment.</font></p>

<p style="margin-left: 60"><font size="2" face="Times New Roman">The Company believes that it will be able to maintain compliance with the financial
covenants established by the April 2002 credit facility amendment, which will allow the Company to maintain sufficient liquidity in
2002 to fund operations.&nbsp; Failure to achieve the Company&rsquo;s revenue and income projections could result in failure to
comply with the amended debt service requirements.&nbsp; Such non-compliance would result in an event of default, which if not
waived by the lending groups would result in the acceleration of the amounts due under the credit facility as well as other
remedies.&nbsp; Under these circumstances the Company could be required to find alternative funding sources, such as sale of assets
or other financing sources.&nbsp; If the Company were unable to refinance the credit facility on acceptable terms or find an
alternative source of repayment for the credit facility, the Company&rsquo;s business and financial condition would be materially
and</font></p>

<p align="center"><font size="2" color="black" face="Times New Roman">6</font></p>

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<p style="margin-left: 60"><font size="2" face="Times New Roman">adversely affected.&nbsp; There is no assurance that the Company would be able to obtain any such refinancing or that it would
be able to sell assets on terms that are acceptable to the Company or at all.</font></p>

<p style="margin-left: 60"><font size="2" color="black" face="Times New Roman">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 remainder of the current fiscal year.&nbsp; The Company continues to focus on cost reduction and
expense control, as well as other opportunities for improving operating cash flow and plans to aggressively continue these
efforts.&nbsp; 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&rsquo;s control.</font></p>

<p>&nbsp;</p>

<p align="center"><font size="2" color="black" face="Times New Roman">7</font></p>

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<p align="center"><b><font size="2" face="Times New Roman">SIGNATURES</font></b></p>

<p align="center">&nbsp;</p>

<p><font size="2" face="Times New Roman">Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Miller Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.</font></p>

<p>&nbsp;</p>

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<p><font size="2" face="Times New Roman">MILLER INDUSTRIES, INC.</font></p>
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<p><font size="2" face="Times New Roman">By<u><font color="blue">:&nbsp;&nbsp;&nbsp;<b><i>/s/ J. Vincent
Mish&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</i></b></font></u></font></p>
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<p><font size="2" face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;J. Vincent Mish</font></p>
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<p><font size="2" face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and</font></p>
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<p><font size="2" face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer</font></p>
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<p><font size="2" face="Times New Roman">Date:&nbsp;&nbsp;&nbsp; August 22, 2002</font></p>

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