SEC Form 10-Q filed by Miller Industries Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the quarterly period ended: |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________ Commission File No. |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) | |
( | ||
(Registrant’s telephone number, including area code) |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of July 31, 2024 was
TABLE
TABLE OF CONTENTS
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Note 1. Basis of Presentation and Significant Accounting Policies | 9 | ||||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||||
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FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q, including but not limited to statements made in Part I, Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” statements made with respect to future operating results, expectations of future customer orders and the availability of resources necessary for our business are forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “could”, “continue”, “future”, “potential”, “believe”, “project”, “plan”, “intend”, “seek”, “estimate”, “predict”, “expect”, “anticipate” and similar expressions, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. Our actual results may differ materially from the results anticipated in these forward-looking statements due to, among other things, the risks set forth in Part I, Item 1A - “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in Part II, Item 1A – “Risk Factors” in this Quarterly Report on Form 10-Q, and in our other filings with the Securities and Exchange Commission.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and documents we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2024 |
| December 31, 2023 | |||
(in thousands, except share and per share amounts) | (Unaudited) | ||||
ASSETS | |||||
CURRENT ASSETS: | |||||
Cash and temporary investments | $ | | $ | | |
Accounts receivable, net of allowance for credit losses of $ |
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Inventories, net |
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Prepaid expenses |
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Total current assets |
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NON-CURRENT ASSETS: | |||||
Property, plant and equipment, net |
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Right-of-use assets - operating leases | | | |||
Goodwill |
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Other assets |
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TOTAL ASSETS | $ | | $ | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
CURRENT LIABILITIES: | |||||
Accounts payable | $ | | $ | | |
Accrued liabilities |
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Income taxes payable | | | |||
Current portion of operating lease obligation | | | |||
Total current liabilities |
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NON-CURRENT LIABILITIES: | |||||
Long-term obligations |
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Non-current portion of operating lease obligation |
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Deferred income tax liabilities |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 8) | |||||
SHAREHOLDERS' EQUITY: | |||||
Preferred stock, $ |
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Authorized – | — | — | |||
Common stock, $ |
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Authorized – | | | |||
Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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TOTAL SHAREHOLDERS' EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | | $ | |
See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||
June 30 | June 30 | ||||||||||
(in thousands, except share and per share amounts) | 2024 | 2023 | 2024 | 2023 | |||||||
NET SALES | $ | | $ | | $ | | $ | | |||
COST OF OPERATIONS |
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GROSS PROFIT |
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OPERATING EXPENSES: | |||||||||||
Selling, general and administrative expenses |
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NON-OPERATING (INCOME) EXPENSES: | |||||||||||
Interest expense, net |
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Other (income) expense, net |
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Total expense, net |
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INCOME BEFORE INCOME TAXES | |
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INCOME TAX PROVISION |
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NET INCOME | $ | | $ | |
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INCOME PER SHARE OF COMMON STOCK: | |||||||||||
Basic | $ | | $ | | $ | | $ | | |||
Diluted | $ | | $ | | $ | | $ | | |||
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK | $ | | $ | | $ | | $ | | |||
WEIGHTED AVERAGE SHARES OUTSTANDING: |
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Basic |
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Diluted |
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See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||
June 30 | June 30 | ||||||||||
(in thousands) | 2024 |
| 2023 | 2024 |
| 2023 | |||||
NET INCOME | $ | | $ | | $ | | $ | | |||
OTHER COMPREHENSIVE (LOSS) INCOME: |
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Foreign currency translation adjustment |
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Total other comprehensive (loss) income |
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TOTAL COMPREHENSIVE INCOME | $ | | $ | | $ | | $ | |
See notes to condensed consolidated financial statements.
6 | Q2 FY 2024 FORM 10-Q |
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Common Stock | Additional | Accumulated Other | ||||||||||||||
(in thousands, except share and per share amounts) | Shares | Amount | Paid-in Capital | Retained Earnings |
| Comprehensive Gain (Loss) | Total Equity | |||||||||
BALANCE, December 31, 2022 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — |
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Net income | — | — | — | | — | | ||||||||||
BALANCE, March 31, 2023 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | — | — | — | — | — | ||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — | — | — | | | ||||||||||
Net income | — | — | — | | — | | ||||||||||
BALANCE, June 30, 2023 | | $ | | $ | | $ | | $ | ( | $ | | |||||
BALANCE, December 31, 2023 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — | — | — | ( | ( | ||||||||||
Net income | — | — | — | | — | | ||||||||||
BALANCE, March 31, 2024 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | — | | — | — | | ||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||
Repurchases of common stock | ( | — | ( | — | — | ( | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — | — | — | ( | ( | ||||||||||
Net income | — | — | — | | — | | ||||||||||
BALANCE, June 30, 2024 | | $ | | $ | | $ | | $ | ( | $ | |
See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30 | |||||
(in thousands) | 2024 |
| 2023 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income | $ | | $ | | |
Adjustments to reconcile net income to net cash flows from operating activities: |
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Depreciation and amortization |
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(Gain) Loss on disposal of property, plant and equipment |
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Provision for credit losses |
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Issuance of common stock, net of shares withheld for employee taxes |
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Stock-based compensation | | | |||
Deferred tax provision |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses |
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Other assets |
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Accounts payable |
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Accrued liabilities |
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Income taxes payable |
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Net cash flows provided by (used in) operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
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Proceeds from sale of property, plant and equipment |
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Acquisition of business | | ( | |||
Net cash flows provided by (used in) investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase of common stock | ( | — | |||
Net borrowings under credit facility |
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Payments of cash dividends |
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Net cash flows provided by (used in) financing activities |
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EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS |
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NET CHANGE IN CASH AND TEMPORARY INVESTMENTS |
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CASH AND TEMPORARY INVESTMENTS, beginning of period |
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CASH AND TEMPORARY INVESTMENTS, end of period | $ | | $ | | |
SUPPLEMENTAL INFORMATION: |
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Cash payments for interest | $ | | $ | | |
Cash payments for income taxes, net of refunds | $ | | $ | |
See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements of Miller Industries, Inc. include the accounts of all consolidated subsidiaries (the “Company”). All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.
References to "we", "our", and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (this "Form 10-Q") are to Miller Industries, Inc. and its consolidated subsidiaries unless the context requires otherwise.
Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts.
In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. Financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from the applicable period end (December 31st or June 30th) by 31 days (or less) to facilitate timely reporting.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the notes to the audited consolidated financial statements within its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2024.
Reclassifications
Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results. Specifically, we reclassified $
Recently Adopted Accounting Standards
There were no new material accounting standards adopted in the six months ended June 30, 2024.
Recently Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require an entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU also requires entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under this ASU. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact this standard will have on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information
in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not been issued or made available for issuance. We are currently evaluating the impact this standard will have on our disclosures.
2. BUSINESS COMBINATIONS
On May 31, 2023, the Company acquired substantially all of the assets and assumed certain liabilities of Southern Hydraulic Cylinder, Inc. through an acquisition subsidiary formed as a Tennessee corporation, which then changed its name to SHC, Inc. (“SHC”). SHC manufactures, sells, and services hydraulic cylinders and related components. The operations of SHC align with those of the Company, which management believes will strengthen the efforts to enhance the stability of the Company’s supply chain.
The purchase price totaling approximately $
The allocation of the consideration for the net assets acquired by SHC from Southern Hydraulic Cylinder, Inc. were as follows:
(in thousands) | |||
Sources of financing | |||
Cash | $ | | |
Fair value of consideration transferred | | ||
Fair value of assets and liabilities | |||
Accounts receivable | | ||
Fixed assets | | ||
Inventory | | ||
Prepaid insurance | | ||
Intangibles | | ||
Total identifiable assets acquired | | ||
Assumed liabilities | | ||
Goodwill | $ | |
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is deductible for tax purposes. The acquisition by SHC resulted in the recognition of $
For fixed assets, the real property fair value of $
Identifiable intangible assets consisted of a restrictive covenant agreement of $
The fair value of the assets acquired includes trade receivables of $
The results of operations of SHC are included in the accompanying condensed consolidated statements of income since the acquisition date. Transaction costs associated with the acquisition were not significant.
Pro Forma Consolidated Financial Information (Unaudited)
The results of operations for SHC, and the estimated fair values of the assets acquired and liabilities assumed, have been included in the Company’s condensed consolidated financial statements since the date of acquisition. For the three months ended June 30, 2024, SHC contributed approximately $
approximately $
The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of SHC for the periods as shown as if the acquisition by SHC had occurred on January 1, 2023. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions, and other uncertainties.
Six Months Ended June 30 | |||||
(in thousands) | 2024 | 2023 | |||
Revenue | $ | | $ | | |
Income before income taxes | $ | | $ | |
3. INVENTORIES
Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or net realizable value, primarily determined on a moving average unit cost basis. Appropriate consideration is given to obsolescence, valuation, and other factors in determining net realizable value. Revisions of these estimates could result in the need for adjustments.
Inventories, net of reserves, consisted of the following:
June 30, | December 31, | |||||
(in thousands) |
| 2024 |
| 2023 | ||
Raw materials | $ | | $ | | ||
Work in process |
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Finished goods |
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Chassis |
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Total inventory | $ | | $ | |
For the three months ended June 30, 2024 and 2023 and six months ended June 30, 2024 and 2023, the Company did
For the six months ended June 30, 2024 and fiscal year ended December 31, 2023, the Company’s balances are presented net of inventory reserves of $
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
June 30, | December 31, | |||||
(in thousands) |
| 2024 | 2023 | |||
Land and improvements | $ | | $ | | ||
Buildings and improvements |
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Machinery and equipment |
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Furniture and fixtures |
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Software costs |
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Total property, plant and equipment, gross |
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Less accumulated depreciation |
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Total property, plant and equipment, net | $ | | $ | |
For the three months ended June 30, 2024 and 2023, depreciation expense related to property, plant and equipment was $
11 |
5. LONG-TERM OBLIGATIONS
Credit Facility
The Company’s loan agreement with First Horizon Bank, which governs its $
We were in compliance with all covenants under the credit facility throughout 2023 and the first half of 2024. The Company pays a quarterly non-usage fee under the current loan agreement at a rate per annum equal to between
For the three months ended June 30, 2024 and 2023, interest expense on the credit facility was $
6. INCOME TAXES
As of June 30, 2024, the Company had
7. LEASES
We have lease agreements for equipment and facilities under long-term, non-cancelable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and long-term operating lease liabilities in our condensed consolidated balance sheet. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, plus payments made prior to lease commencement and any initial direct costs. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
We also have elected to apply a practical expedient for short-term leases whereby we do not recognize a lease liability or a right-of-use asset for leases with a term of 12 months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related right-of-use asset or lease obligation for such contracts.
Our leases have remaining lease terms that expire at various dates through 2029. Some of our lease terms may include options to extend or terminate the lease, and the Company includes those leases when it is reasonably certain we will exercise that option.
The following table summarizes the components of lease cost:
Three Months Ended | Six Months Ended | ||||||||||
June 30 | June 30 | ||||||||||
(in thousands) | 2024 |
| 2023 | 2024 |
| 2023 | |||||
Lease Cost | |||||||||||
Finance lease cost: | |||||||||||
Amortization of right-of-use assets | $ | — | $ | | $ | — | $ | | |||
Interest on lease obligation |
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Total finance lease cost | — | | — | | |||||||
Total long-term operating lease cost |
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Total short-term operating lease cost |
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Total lease cost | $ | | $ | | $ | | $ | |
12 | Q2 FY 2024 FORM 10-Q |
The following table summarizes supplemental cash flow information related to leases:
Three Months Ended | Six Months Ended | |||||||||||
June 30 | June 30 | |||||||||||
(in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
Other Information | ||||||||||||
Cash paid for amounts included in the measurement of lease obligation: |
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Operating cash flows from operating leases | $ | | $ | | $ | | $ | |||||
Right-of-use assets obtained in exchange for new operating lease obligations |
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The following table presents other lease information related to the Company’s leases:
June 30, | December 31, | |||||
2024 | 2023 | |||||
Weighted average remaining lease term (years) | ||||||
Operating leases | ||||||
Finance leases | ||||||
Weighted average discount rate | ||||||
Operating leases | | % | % | |||
Finance leases | — | % | — | % |
Future lease payments under non-cancelable leases as of June 30, 2024 were as follows:
(in thousands) | Operating Lease Obligations | |
Remaining fiscal 2024 | $ | |
2025 | | |
2026 |
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2027 |
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2028 |
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Thereafter |
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Total lease payments | | |
Less imputed interest | ( | |
Lease obligation at June 30, 2024 | $ | |
Related Party Leases
The Company’s subsidiary in the United Kingdom leased facilities used for manufacturing and office space from a related party with related lease costs during the three months ended June 30, 2024 and 2023 of $
13 |
8. COMMITMENTS AND CONTINGENCIES
Commitments
At June 30, 2024 and December 31, 2023, the Company had commitments of approximately $
Contingencies
The Company has entered into arrangements with third-party lenders where it has agreed to repurchase products that are repossessed from the independent distributor customer in the event of default. These arrangements are typically subject to a maximum repurchase amount. For the six months ended June 30, 2024 and year ended December 31, 2023, the maximum amount of collateral the Company could be required to purchase was $
Litigation
We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. The Company has established accruals for matters that are probable and reasonably estimable and maintains product liability and other insurance that management believes to be adequate. Although management believes that any pending claims and lawsuits will not have a significant impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters is subject to inherent uncertainties and management’s assessment may change depending on future events.
9. SHAREHOLDERS’ EQUITY
2016 Stock Incentive Plan
In August, 2016, the Company’s Board of Directors adopted the 2016 Stock Incentive Plan (the “2016 Plan”), subject to shareholder approval. The 2016 Plan was subsequently approved by the shareholders of the Company at its annual meeting of shareholders on May 26, 2017. Pursuant to the 2016 Plan, the Company may grant up to
Restricted Stock Units
Restricted stock units, once granted, are subject only to time-based service conditions. Executive officer awards vest ratably over to
The following table summarizes all transactions related to restricted stock units granted under the 2016 Plan for the six months ended June 30, 2024:
Number of Shares of Common Stock/Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||
Non-vested at December 31, 2023 | | $ | | |||
Granted | | | ||||
Vested (1) | ( | | ||||
Forfeited | — | — | ||||
Non-vested at June 30, 2024 | | $ | |
(1) | Vested shares include |
14 | Q2 FY 2024 FORM 10-Q |
The following table provides additional data related to restricted stock unit grants under the 2016 plan:
(in thousands, except weighted average period in years) | 2024 | ||
Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax | $ | | |
Weighted average period in years over which restricted stock unit cost is expected to be recognized (in years) | |||
Total fair value of shares of common stock vested during the year | $ | |
Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of income.
Stock Repurchase Program
On April 2, 2024, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $
For accounting purposes, common stock repurchased under the Repurchase Program is recorded based upon the settlement date of the applicable trade. During the six months ended June 30, 2024 the Company repurchased
10. REVENUE
All of our operating revenue is generated from contracts with customers. Our primary source of revenue is generated from sales of towing and recovery equipment. Because our product lines have substantially similar characteristics, the Company has identified
Net revenues by geographic region are as follows:
Three Months Ended | Six Months Ended | ||||||||||||||
June 30 | June 30 | ||||||||||||||
(in thousands) | 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||
Geographic regions: |
|
|
|
| |||||||||||
North America | $ | | $ | | $ | | $ | | |||||||
Foreign | $ | | $ | | $ | | $ | | |||||||
TOTAL NET REVENUE | $ | | $ | | $ | | $ | |
Concentrations of Credit Risk
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and temporary investments and trade accounts receivable. At June 30, 2024 and December 31, 2023, the Company had cash deposited net of outstanding checks of $
No single customer accounted for more than 10% of total revenues for the three months or six months ended June 30, 2024 or the comparable periods in 2023.
No single customer accounted for more than 10% of total accounts receivable at June 30, 2024 and December 31, 2023.
15 |
11. EARNINGS PER SHARE
The following table reconciles the number of shares of common stock used to compute basic and diluted earnings per share of common stock:
Three Months Ended | Six Months Ended | |||||||||||
June 30 | June 30 | |||||||||||
(in thousands, except per share amounts) |
| 2024 |
| 2023 | 2024 |
| 2023 | |||||
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK: |
|
|
|
|
|
|
| |||||
Net income (loss) - basic | $ | |
| $ | | $ | |
| $ | | ||
Weighted shares outstanding |
| |
|
| |
| |
|
| | ||
Basic earnings (loss) per share of common stock | $ | |
| $ | | $ | |
| $ | |||
|
| |||||||||||
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK: |
|
| ||||||||||
Net income (loss) - basic | $ | |
| $ | | $ | |
| $ | | ||
Weighted shares outstanding - basic | |
| | |
| | ||||||
Effect of dilutive securities | |
| | |
| | ||||||
Weighted shares outstanding - diluted | |
| | |
| | ||||||
Diluted earnings (loss) per share of common stock | $ | |
| $ | $ | |
| $ |
12. SUBSEQUENT EVENTS
Dividends
On
16 | Q2 FY 2024 FORM 10-Q |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a summary from the perspective of management on our consolidated operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented.
The MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the unaudited condensed consolidated financial statements and the accompanying notes thereto included herein.
To facilitate timely reporting, the condensed consolidated financial statements include accounts of certain subsidiaries whose closing dates differ from the applicable period end (December 31st or June 30th) by 31 days (or less).
References to “the Company”, “we”, “us”, and “our” are intended to mean the business and operations of Miller Industries, Inc., and its consolidated subsidiaries unless the context requires otherwise.
ABOUT MILLER INDUSTRIES, INC.
Miller Industries, Inc. is The World’s Largest Manufacturer of Towing and Recovery Equipment®, with domestic manufacturing operations in Tennessee and Pennsylvania, and foreign manufacturing operations in France and the United Kingdom.
We develop innovative high-quality towing and recovery equipment worldwide. We design and manufacture bodies of car carriers and wreckers, which are installed on chassis manufactured by third parties and then sold to our customers under our Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan®, and Eagle® brand names.
Our products are primarily marketed and sold through a network of distributors that serve all 50 states, Canada, Mexico and other foreign markets, and through prime contractors to governmental entities. Furthermore, we have substantial distribution capabilities in Europe as a result of our ownership of Jige International S.A. and Boniface Engineering, Ltd. While most of our distributor agreements do not generally contain exclusivity provisions, management believes our independent distributors do not offer products of any other towing and recovery equipment manufacturer. We believe this is a testament of their loyalty to our brands.
In addition to selling our products, our independent distributors provide end-users with parts and service. We also utilize sales representatives to inform prospective end-users about our current product lines in an effort to drive sales to independent distributors. Management believes the strength of our distribution network and the breadth and quality of our product offerings are two key advantages over our competitors.
We focus on a variety of key indicators to monitor our overall operating and financial performance. These indicators include measurements of revenue, operating income, gross margin, net income, earnings per share, capital expenditures, and cash flow.
Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing research and development facility in Chattanooga in 2019, where we pursue various innovations in our products and manufacturing processes, some of which are intended to enhance the safety of our employees and reduce our environmental impact. Our investments in strategic and planned projects have contributed to our increased production capacity and optimized our manufacturing processes, including investing in component re-design capabilities that allow for more flexibility in our manufacturing and sourcing. Our recent domestic plant expansion and modernization projects have installed sophisticated robotics systems and other advanced technologies to complement our talented workforce. The projects completed during the period from 2017 to 2021 were at a cost of over $82 million. As we continue to focus on modernization and operational excellence, we expect to continue to invest in robotics and automated material handling equipment across all our domestic manufacturing facilities.
We completed phase one of the implementation of an enterprise software solution during 2021, and we are continuing to implement additional functionality available in the solution. We expect this software to substantially improve our administrative efficiency and customer service levels throughout the company.
TRENDS AND OTHER FACTORS AFFECTING OUR BUSINESS
Continuing in 2024, our strong backlog allowed revenues to increase as a result of the actions we took to diversify and increase the flexibility of our supply chain, as well as the increased availability of parts and components due to global supply chain improvements. Gross margin also steadily improved due to our pricing actions, productivity improvements, and the stabilizing of raw material costs. The combination of favorable macroeconomic trends and improved productivity resulted in increased net income for the period.
Based on our strong backlog, price increases, and productivity improvements we have implemented, lessening supply chain disruptions and easing inflationary pressures, our operating results improved throughout fiscal 2023 and through the six months ended June 30, 2024, and we believe we are well-positioned to continue enhancing our operating results. However, our performance will be heavily influenced by, among other things, supply chain constraints, inflationary pressures, the continuing impact of geopolitical factors, the threat of recession, and general economic factors. The impact of these factors remains largely out of our control, and we currently anticipate that these factors could have an adverse impact on our production capabilities, financial results, and cash flows through the second half of 2024.
In the second quarter of 2023, the Company acquired the assets and assumed certain liabilities of Southern Hydraulic Cylinder, Inc., which manufactures hydraulic cylinders and related components used in the production of our small carrier units. Management believes this acquisition will strengthen its efforts to enhance the stability of the Company’s supply chain.
The impacts of current global supply chain disruptions, inflationary environment, geopolitical tensions, and other macroeconomic factors have led to foreign currency fluctuations. The impact of inflationary or deflationary pressures have caused and may continue to cause foreign currency translation gains or losses within our condensed consolidated statement of comprehensive income.
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates. Certain accounting policies are deemed “critical”, as they require management’s highest degree of judgment, estimations, and assumptions. The accounting policies deemed to be most critical to our financial position and results of operations are those related to accounts receivable, inventory, long-lived assets, warranty reserves, revenues, and income taxes. There have been no significant changes in our critical accounting policies during the six months ended June 30, 2024, from the information provided under the heading “Critical Accounting Policies and Sensitive Accounting Estimates” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Three Months Ended | ||||||||
June 30 | ||||||||
(in thousands) | 2024 |
| 2023 |
| Change | |||
NET SALES | $ | 371,451 | $ | 300,264 | 23.7% | |||
COST OF OPERATIONS | 320,373 | 260,335 | 23.1% | |||||
Gross profit | 51,078 | 39,929 | 27.9% | |||||
OPERATING EXPENSES: |
|
| ||||||
Selling, general and administrative | 22,773 | 19,480 | 16.9% | |||||
NON-OPERATING (INCOME) EXPENSES: |
|
| ||||||
Interest expense, net | 2,048 | 1,700 | 20.5% | |||||
Other (income) expense, net | 13 | (229) | 105.7% | |||||
Total expenses, net | 24,834 | 20,951 | 18.5% | |||||
INCOME BEFORE INCOME TAXES | 26,244 | 18,978 | 38.3% | |||||
INCOME TAX PROVISION | 5,730 | 4,063 | 41.0% | |||||
NET INCOME | $ | 20,514 | $ | 14,915 | 37.5% |
Net Sales
Net sales for the three months ended June 30, 2024 were $371.5 million compared to $300.3 million for the corresponding period in fiscal 2023, an increase of 23.7%. The increase in net sales was primarily driven by increases in production volume due to supply chain improvements and continued strong customer demand.
Net foreign sales for the three months ended June 30, 2024 were $30.8 million compared to $27.9 million for the corresponding period in fiscal 2023, an increase of 10.0%.
Cost of Operations
Cost of operations for the three months ended June 30, 2024 were $320.4 million compared to $260.3 million for the corresponding period in fiscal 2023, an increase of 23.1%. The increase in cost of operations was primarily attributed to increased deliveries resulting from
continued stabilization in our supply chain, which included vertical integration with the acquisition of Southern Hydraulic Cylinder, Inc. in May of 2023.
Gross Profit
Gross profit is equal to net sales less cost of operations. Gross profit for the three months ended June 30, 2024 was $51.1 million compared to $39.9 million for the corresponding period in fiscal 2023, an increase of 27.9%. Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.
Selling, General and Administrative
Selling, general and administrative expenses for the three months ended June 30, 2024 were $22.8 million compared to $19.5 million for the corresponding period in fiscal 2023, an increase of 16.9%. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense and incentives for all employees, investor relations activity, increased expenses associated with increased sales volume, and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of net sales, selling, general and administrative expenses decreased to 6.1% for the three months ended June 30, 2024, from 6.5% for the comparable period in fiscal 2023.
Interest Expense, Net
Interest expense, net for the three months ended June 30, 2024 was $2.0 million compared to $1.7 million for the corresponding period in fiscal 2023, an increase of 20.5%. Increases in interest expense, net were primarily due to increases in borrowings, increased floor plan interest payments, and increased interest rates, offset by interest income.
Other (Income) Expense
The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.1 million and gain of $0.3 million for the three months ended June 30, 2024 and 2023, respectively.
Other (income) expense for the three months ended June 30, 2024 includes $0.1 million of other income.
Provision for Income Taxes
The provision for income taxes for the three months ended June 30, 2024 and 2023 reflects a combined federal, state, and foreign tax rate of 21.8% and 21.4%, respectively. The principal differences between the federal statutory tax rate and the effective tax rate consist primarily of state taxes, domestic tax credits, and tax differences on foreign earnings.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Six Months Ended | ||||||||
June 30 | ||||||||
(in thousands) | 2024 |
| 2023 |
| Change | |||
NET SALES | $ | 721,322 | $ | 582,539 | 23.8% | |||
COST OF OPERATIONS | 626,001 | 512,194 | 22.2% | |||||
Gross profit | 95,321 | 70,345 | 35.5% | |||||
OPERATING EXPENSES: |
|
| ||||||
Selling, general and administrative | 44,316 | 37,403 | 18.5% | |||||
NON-OPERATING (INCOME) EXPENSES: |
|
| ||||||
Interest expense, net | 3,293 | 2,713 | 21.4% | |||||
Other (income) expense, net | (20) | (548) | 96.4% | |||||
Total expenses, net | 47,589 | 39,568 | 20.3% | |||||
INCOME BEFORE INCOME TAXES | 47,732 | 30,777 | 55.1% | |||||
INCOME TAX PROVISION | 10,195 | 6,642 | 53.5% | |||||
NET INCOME | $ | 37,537 | $ | 24,135 | 55.5% |
19 |
Net Sales
Net sales for the six months ended June 30, 2024 were $721.3 million compared to $582.5 million for the corresponding period in fiscal 2023, an increase of 23.8%. The increase in net sales was primarily driven by increases in production volume due to supply chain improvements and continued strong customer demand.
Net foreign sales for the six months ended June 30, 2024 were $62.1 million compared to $52.1 million for the corresponding period in fiscal 2023, an increase of 19.3%.
Cost of Operations
Cost of operations for the six months ended June 30, 2024 were $626.0 million compared to $512.2 million for the corresponding period in fiscal 2023, an increase of 22.2%. The increase in cost of operations was primarily attributed to increased deliveries resulting from continued stabilization in our supply chain.
Gross Profit
Gross profit is equal to net sales less cost of operations. Gross profit for the six months ended June 30, 2024 was $95.3 million compared to $70.3 million for the corresponding period in fiscal 2023, an increase of 35.5%. Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.
Selling, General and Administrative
Selling, general and administrative expenses for the six months ended June 30, 2024 were $44.3 million compared to $37.4 million for the corresponding period in fiscal 2023, an increase of 18.5%. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense and incentives for all employees, investor relations activity, increased expenses associated with increased sales volume, and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of net sales, selling, general and administrative expenses decreased to 6.1% for the six months ended June 30, 2024, from 6.4% for the comparable period in fiscal 2023.
Interest Expense, Net
Interest expense, net for the six months ended June 30, 2024 was $3.3 million compared to $2.7 million for the corresponding period in fiscal 2023, an increase of 21.4%. Increases in interest expense, net were primarily due to increases in floor plan interest payments, increased borrowings, and increased interest rates, offset by interest income.
Other (Income) Expense
The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.2 million and gain of $0.6 million for the six months ended June 30, 2024 and 2023, respectively. Other (income) expense for the six months ended June 30, 2024 includes $0.2 million of other income.
Provision for Income Taxes
The provision for income taxes for the six months ended June 30, 2024 and 2023 reflects a combined federal, state, and foreign tax rate of 21.4% and 21.6%, respectively. The principal differences between the federal statutory tax rate and the effective tax rate consist primarily of state taxes, domestic tax credits, and tax differences on foreign earnings.
LIQUIDITY AND CAPITAL RESOURCES
We currently believe that, based on available capital resources and projected operating cash flows, we have adequate capital resources to fund our operations and expected future cash needs over the next 12 months. However, our ability to satisfy our cash needs will substantially depend upon a number of factors, including our future operating performance, and the economic, regulatory and other factors discussed elsewhere in this Quarterly Report, many of which are beyond our control.
Cash and Temporary Investments
As of June 30, 2024, we had cash and temporary investments of $23.8 million, and $30.0 million in available borrowings under our credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends, purchases pursuant to our stock repurchase program, and principal and interest payments on indebtedness.
20 | Q2 FY 2024 FORM 10-Q |
The cash and temporary investments balance at June 30, 2024 included $15.4 million of cash held by subsidiaries outside of the United States.
Cash Flows
The following table summarizes our cash flows for the period:
Six Months Ended | ||||||||
June 30 | ||||||||
(in thousands) |
| 2024 |
| 2023 | Change | |||
Operating activities | $ | (1,707) | $ | 2,910 | (158.66) | % | ||
Investing activities | (7,693) | (24,173) | 68.17 | % | ||||
Financing activities | 3,581 | 10,881 | (67.09) | % | ||||
Effect of exchange rate changes on cash and temporary investments |
| (274) | 731 | (137.5) | % | |||
Net increase (decrease) in cash and temporary investments | $ | (6,093) | $ | (9,651) | 36.9 | % |
Changes in working capital, which impact operating cash flows, can vary significantly depending on factors such as the timing of customer payments, inventory purchases and payments to vendors, and tax payments in the regular course of business.
Cash Flows Provided by (used in) Operating Activities
During the six months ended June 30, 2024, net cash used in operating activities was $1.7 million compared to net cash provided by operating activities of $2.9 million in the comparable period in fiscal 2023. Cash used in operating activities is generally attributable to the receipt of payments from our customers as settlement of their contractual obligation once we have fulfilled all performance obligations related to our contracts with them. These cash receipts are netted with payments for purchases of inventory, payments for materials used in manufacturing, and other payments that are necessary in the ordinary course of our operations, such as those for utilities and taxes. The change in operating activities is due to increased net income that was offset primarily by increased accounts receivable as a result of OEM chassis deliveries, as well as the timing of major components, creating an installation backlog throughout our distribution network and delays in completion of the retail product.
Cash Flows Provided by (used in) Investing Activities
During the six months ended June 30, 2024, cash used in investing activities was $7.7 million compared to cash used in investing activities of $24.2 million for the comparable period in fiscal 2023. The cash used in investing activities was primarily for purchases of property, plant and equipment as we continue to invest in manufacturing automation and ERP system enhancements. The prior year included $17.8 million for the acquisition by SHC.
Cash Flows Provided by (used in) Financing Activities
During the six months ended June 30, 2024, cash provided by financing activities was $3.6 million compared to cash provided by financing activities of $10.9 million for the comparable period in fiscal 2023. The cash provided by financing activities was primarily due to advances from our credit facility offset by the payment of dividends and the repurchase of common stock of $2.0 million.
Contractual Obligations
As of June 30, 2024, we had commitments of approximately $17.0 million for the acquisition of property, plant and equipment and commitments of approximately $0.5 million in software license fees related to the implementation of our enterprise software solution. This increase was due to our continued investments in automation and the use of robotics in our production processes to streamline efficiency. There have been no other material changes to our contractual obligations from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Credit Facility
The Company had outstanding borrowings of $70.0 million and $60.0 million under the credit facility at June 30, 2024 and December 31, 2023, respectively. See the disclosure under the heading “Credit Facility” in Note 5 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s credit facility.
As of August 1, 2024, the outstanding balance on our credit facility was $70.0 million.
21 |
Other Long-Term Obligations
Prior to applying a discount rate to our lease liabilities, we had approximately $0.7 million and $0.9 million in non-cancelable operating lease obligations at June 30, 2024 and December 31, 2023, respectively. We had no non-cancelable finance lease obligations as of June 30, 2024 and December 31, 2023.
Capital Expenditures
Capital expenditures during the six months ended June 30, 2024 and 2023 were $7.8 million and $6.6 million, respectively. We make ongoing capital investments in our property, plant and equipment to increase our production capacity and the efficiencies of our operations. See “Cash Flows” – “Cash Flows provided by (used in) Investing Activities” contained within this MD&A for additional discussion on capital expenditures.
22 | Q2 FY 2024 FORM 10-Q |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our quantitative and qualitative disclosures about market risk from what was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We evaluated, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of June 30, 2024. Based on this evaluation, our chief executive officer and chief financial officer have concluded that as of June 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There were no significant changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The disclosure under the heading “Litigation” in Note 8 of the Notes to Condensed Consolidated Financial Statements is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as supplemented by the information in Part II, Item 1A – “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information about repurchases of our common stock during the quarter ended June 30, 2024:
(in thousands, except share and per share amounts) | Total number of shares purchased | Average price paid per share | Total value of shares repurchased | |||||
April 1, 2024 - April 30, 2024 (1) | 0 | $ | 0 | $ | 0 | |||
May 1, 2024 - May 31, 2024 | 15,000 | $ | 58.46 | $ | 877 | |||
June 1, 2024 - June 30, 2024 | 20,000 | $ | 58.51 | $ | 1,170 | |||
Total | 35,000 | $ | 58.49 | $ | 2,047 |
(1) | On April 2, 2024, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $25.0 million in aggregate value of its common stock. The stock repurchase program is more fully disclosed in Note 9 of the Notes to Condensed Consolidated Financial Statements. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the six months ended June 30, 2024,
ITEM 6. EXHIBITS
Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer* | |
Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer* | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, has been formatted in Inline XBRL. |
* Filed herewith
± Exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjected to the liabilities of that Section. This exhibit shall not be incorporated by reference into any given registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
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.
MILLER INDUSTRIES, INC.
By: | /s/ Deborah L. Whitmire | |
Deborah L. Whitmire Executive Vice President, Chief Financial Officer and Treasurer |
Date: August 7, 2024