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 April 30, 2025 was
TABLE
TABLE OF CONTENTS
4 | |||||
4 | |||||
4 | |||||
5 | |||||
6 | |||||
7 | |||||
8 | |||||
9 | |||||
Note 1. Basis of Presentation and Significant Accounting Policies | 9 | ||||
11 | |||||
11 | |||||
11 | |||||
12 | |||||
12 | |||||
13 | |||||
14 | |||||
15 | |||||
16 | |||||
16 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||||
22 | |||||
22 | |||||
23 | |||||
23 | |||||
23 | |||||
23 | |||||
23 | |||||
23 | |||||
23 | |||||
24 | |||||
25 | |||||
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 about anticipated effects of adopting certain accounting standards, statements made with respect to future operating results, and statements about trends, events, or developments that we expect or anticipate will occur in the future 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. 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, 2024 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
March 31, 2025 |
| December 31, 2024 | |||
(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 $ |
| |
| | |
Inventories, net |
| |
| | |
Prepaid expenses |
| |
| | |
Total current assets |
| |
| | |
NON-CURRENT ASSETS: | |||||
Property, plant and equipment, net |
| |
| | |
Right-of-use assets – operating leases | | | |||
Goodwill |
| |
| | |
Other assets |
| |
| | |
TOTAL ASSETS | $ | | $ | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
CURRENT LIABILITIES: | |||||
Accounts payable | $ | | $ | | |
Accrued liabilities |
| |
| | |
Income taxes payable | | | |||
Current portion of operating lease obligation | | | |||
Total current liabilities |
| |
| | |
NON-CURRENT LIABILITIES: | |||||
Long-term obligations |
| |
| | |
Non-current portion of operating lease obligation |
| |
| | |
Deferred income tax liabilities |
| |
| | |
TOTAL LIABILITIES |
| |
| | |
COMMITMENTS AND CONTINGENCIES (Note 7) | |||||
SHAREHOLDERS’ EQUITY: | |||||
Preferred stock, $ |
|
| |||
Authorized – | — | — | |||
Common stock, $ |
| ||||
Authorized – | | | |||
Additional paid-in capital |
| |
| | |
Retained earnings |
| |
| | |
Accumulated other comprehensive loss |
| ( |
| ( | |
TOTAL SHAREHOLDERS’ EQUITY |
| |
| | |
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 | |||||
March 31 | |||||
(in thousands, except share and per share amounts) | 2025 | 2024 | |||
NET SALES | $ | | $ | | |
COST OF OPERATIONS |
| |
| | |
GROSS PROFIT |
| |
| | |
OPERATING EXPENSES: | |||||
Selling, general and administrative expenses |
| |
| | |
| |||||
NON-OPERATING (INCOME) EXPENSES: | |||||
Interest expense, net |
| |
| | |
Other (income) expense, net |
| ( |
| ( | |
Total expense, net |
| |
| | |
|
| ||||
INCOME BEFORE INCOME TAXES | |
| | ||
INCOME TAX PROVISION |
| | | ||
NET INCOME | $ | | $ | | |
INCOME PER SHARE OF COMMON STOCK: | |||||
Basic | $ | | $ | | |
Diluted | $ | | $ | | |
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK | $ | | $ | | |
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
|
| |||
Basic |
| |
| | |
Diluted |
| |
| | |
See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | |||||
March 31 | |||||
(in thousands) | 2025 |
| 2024 | ||
NET INCOME | $ | | $ | | |
OTHER COMPREHENSIVE (LOSS): |
|
|
|
| |
Foreign currency translation adjustment |
| ( |
| ( | |
Total other comprehensive (loss) |
| ( |
| ( | |
TOTAL COMPREHENSIVE INCOME | $ | | $ | | |
See notes to condensed consolidated financial statements.
6 | Q1 FY 2025 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, 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 | | $ | | $ | | $ | | $ | ( | $ | | |||||
BALANCE, December 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, March 31, 2025 | | $ | | $ | | $ | | $ | ( | $ | | |||||
See notes to condensed consolidated financial statements.
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended | |||||
(in thousands) | 2025 |
| 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| ||
Net income | $ | | $ | | |
Adjustments to reconcile net income to net cash flows from operating activities: |
|
|
| ||
Depreciation and amortization |
| |
| | |
Gain on disposal of property, plant and equipment |
| ( |
| ( | |
Provision for credit losses |
| |
| | |
Issuance of common stock, net of shares withheld for employee taxes |
| — |
| ( | |
Stock-based compensation | | | |||
Deferred tax provision |
| ( |
| | |
Changes in operating assets and liabilities: |
|
|
| ||
Accounts receivable |
| |
| ( | |
Inventories |
| |
| | |
Prepaid expenses |
| ( |
| ( | |
Other assets |
| |
| | |
Accounts payable |
| ( |
| | |
Accrued liabilities |
| ( |
| | |
Income taxes payable |
| |
| ( | |
Net cash flows provided by (used in) operating activities |
| |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
| |
Purchases of property, plant and equipment |
| ( |
| ( | |
Proceeds from sale of property, plant and equipment |
| — |
| | |
Net cash flows provided by (used in) investing activities |
| ( |
| ( | |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
| |
Repurchase of common stock | ( | — | |||
Net borrowings under credit facility |
| |
| ( | |
Payments of cash dividends |
| ( |
| ( | |
Net cash flows provided by (used in) financing activities |
| |
| ( | |
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS |
| ( |
| ( | |
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS |
| |
| ( | |
CASH AND TEMPORARY INVESTMENTS, beginning of period |
| |
| | |
CASH AND TEMPORARY INVESTMENTS, end of period | $ | | $ | | |
SUPPLEMENTAL INFORMATION: |
|
|
|
| |
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 March 31, 2025 (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 the 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 2025 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025. 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, 2024.
The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from the applicable period end (December 31st or March 31st) 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, 2024. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2025.
Recently Adopted 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, which requires 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. ASU 2023-07 also requires entities with a single reportable segment to provide all segment disclosures under Accounting Standards Codification (ASC) 280, including the new disclosures under this ASU. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the guidance in the fiscal year beginning January 1, 2024, and included additional disclosures as required in Note 1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There was no impact on the Company’s reportable segments identified.
There were no new material accounting standards adopted in the three months ended March 31, 2025.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state, and foreign taxes. ASU 2023-09 is 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. The Company is currently evaluating the impact this standard will have on its disclosures including the method and timing of adoption.
Segment Disclosures
The Company has
The Company’s Chief Operating Decision Maker (the “CODM”) is the President and Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income as reported on the consolidated statements of income. The CODM also uses current market conditions to evaluate income generated from segment assets in deciding whether to recommend reinvesting profits into the segment or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis and the monitoring of budgeted versus actual results are used in assessing the segment’s performance.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies included in Note 1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
The following tables contain information reviewed by the CODM:
Three Months Ended March 31 | |||||
(in thousands) | (Unaudited) | ||||
CONSOLIDATED STATEMENT OF INCOME | 2025 | 2024 | |||
Net Sales by Geographic Region: | |||||
North America | $ | | $ | | |
Foreign | | | |||
Net Sales | | | |||
Cost of Operations |
| |
| | |
Selling, general and administrative expenses | | | |||
Interest expense, net |
| |
| | |
Other (income) expense, net |
| ( |
| ( | |
Income before taxes | | | |||
Tax expense | | | |||
CONSOLIDATED NET INCOME | $ | | $ | | |
March 31, 2025 |
| December 31, 2024 | |||
(in thousands) | (Unaudited) | ||||
TOTAL ASSETS | |||||
Cash and temporary investments | $ | | $ | | |
Accounts Receivable, net of allowance for credit losses | | | |||
Inventories, net | | | |||
Prepaid expenses | | | |||
Long-lived assets: | |||||
North America | | | |||
Foreign | | | |||
Net Long-Lived Assets | | | |||
Other Assets | | | |||
CONSOLIDATED TOTAL ASSETS | $ | | $ | | |
2. 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:
March 31, | December 31, | |||||
(in thousands) |
| 2025 |
| 2024 | ||
Chassis | $ | | $ | | ||
Raw materials |
| |
| | ||
Work in process |
| |
| | ||
Finished goods |
| |
| | ||
TOTAL INVENTORY | $ | | $ | | ||
For the three months ended March 31, 2025 and 2024, the Company did
As of March 31, 2025 and December 31, 2024, the Company’s balances are presented net of inventory reserves of $
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
March 31, | December 31, | |||||
(in thousands) |
| 2025 | 2024 | |||
Land and improvements | $ | | $ | | ||
Buildings and improvements |
| |
| | ||
Machinery and equipment |
| |
| | ||
Furniture and fixtures |
| |
| | ||
Software costs |
| |
| | ||
TOTAL PROPERTY, PLANT AND EQUIPMENT, gross |
| |
| | ||
Less accumulated depreciation |
| ( |
| ( | ||
TOTAL PROPERTY, PLANT AND EQUIPMENT, net | $ | | $ | | ||
For the three months ended March 31, 2025 and 2024, depreciation expense related to property, plant and equipment was $
4. 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 2024 and during the first three months of 2025. 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 March 31, 2025 and 2024, interest expense on the credit facility was $
|
5. INCOME TAXES
As of March 31, 2025, the Company had
6. LEASES
We have lease agreements for equipment and facilities under long-term, non-cancellable 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 sheets. 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 the 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 | |||||
March 31 | |||||
(in thousands) | 2025 |
| 2024 | ||
LEASE COST | |||||
OPERATING LEASE COST: | |||||
Total long-term operating lease cost |
| |
| | |
Total short-term operating lease cost |
| |
| | |
TOTAL LEASE COST | $ | | $ | | |
The following table summarizes supplemental cash flow information related to leases:
Three Months Ended | |||||
March 31 | |||||
(in thousands) | 2025 | 2024 | |||
OTHER INFORMATION: | |||||
Cash paid for amounts included in the measurement of lease obligation: |
| ||||
Operating cash flows from operating leases | $ | | $ | | |
The following table presents other lease information related to the Company’s leases:
March 31, | December 31, | |||||
2025 | 2024 | |||||
WEIGHTED-AVERAGE REMAINING LEASE TERM (YEARS): | ||||||
Operating leases | ||||||
WEIGHTED-AVERAGE DISCOUNT RATE: | ||||||
Operating leases | % | % | ||||
12 | Q1 FY 2025 FORM 10-Q |
Future lease payments under non-cancellable leases as of March 31, 2025 were as follows:
(in thousands) | Operating Lease Obligations | |
REMAINING FISCAL 2025 | $ | |
2026 | | |
2027 |
| |
2028 |
| |
2029 |
| |
TOTAL LEASE PAYMENTS | | |
Less imputed interest | ( | |
LEASE OBLIGATION AS OF MARCH 31, 2025 | $ | |
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 March 31, 2025 and 2024 of $
7. COMMITMENTS AND CONTINGENCIES
Commitments
As of March 31, 2025 and December 31, 2024, the Company had commitments of approximately $
The Company migrated its enterprise resource planning (ERP) system to a multi-tenant cloud environment in 2021 and has continued to implement additional modules such as enterprise performance management, human capital management, cybersecurity, data analytics, and the use of closed-loop artificial intelligence. As of March 31, 2025 and December 31, 2024, the Company had commitments related to the continuing implementation project of approximately $
In addition to these commitments, in March 2025, the Company’s Board of Directors authorized approximately $9.1 million (€8.0 million) for an expansion at one of our facilities in France which is expected to begin in the third quarter of 2025.
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 three months ended March 31, 2025 and year ended December 31, 2024, 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.
|
8. SHAREHOLDERS’ EQUITY
2016 Stock Incentive Plan
Effective August 2016, the Company adopted the Miller Industries, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Board of Directors may grant up to
2023 Non-Employee Director Stock Plan
Effective May 2023, the Company adopted the Miller Industries, Inc. 2023 Non-Employee Director Stock Plan (the “2023 Plan”). Pursuant to the 2023 Plan, the Board of Directors may grant up to
2025 Stock Incentive Plan
On March 31, 2025, the Company’s Board of Directors approved the Miller Industries, Inc. 2025 Stock Incentive Plan (the “2025 Plan”). The 2025 Plan will become effective if approved by the Company’s shareholders at the Company’s 2025 annual meeting of shareholders, to be held on May 23, 2025.
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 and the 2023 Plan for the three months ended March 31, 2025:
(in thousands, except share amounts) | Number of Shares of Common Stock/Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||
Non-vested as of December 31, 2024 | | $ | | |||
Granted | | | ||||
Vested (1) | ( | | ||||
Forfeited | — | — | ||||
Non-vested as of March 31, 2025 | | $ | | |||
| (1) | Vested shares include |
The following table provides additional data related to restricted stock unit grants under the 2016 Plan and the 2023 Plan:
(in thousands, except weighted-average period in years) | March 31, 2025 | ||
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 grant date 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 statements of income.
14 | Q1 FY 2025 FORM 10-Q |
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 three months ended March 31, 2025 the Company repurchased
9. 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 | |||||||
March 31 | |||||||
(in thousands) | 2025 | 2024 | 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. As of March 31, 2025 and December 31, 2024, 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 ended March 31, 2025 or the comparable period in 2024.
As of March 31, 2025, there was
|
10. 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 | ||||||
March 31 | ||||||
(in thousands, except share and per share amounts) |
| 2025 |
| 2024 | ||
BASIC EARNINGS PER SHARE OF COMMON STOCK: |
|
|
|
| ||
Net income - basic | $ | |
| $ | | |
Weighted shares outstanding |
| |
|
| | |
Basic earnings per share of common stock | $ | |
| $ | | |
| ||||||
DILUTED EARNINGS PER SHARE OF COMMON STOCK: |
| |||||
Net income - basic | $ | |
| $ | | |
Weighted shares outstanding - basic | |
| | |||
Effect of dilutive securities | |
| | |||
Weighted shares outstanding - diluted | |
| | |||
Diluted earnings per share of common stock | $ | |
| $ | ||
11. SUBSEQUENT EVENTS
Dividends
On
16 | Q1 FY 2025 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, 2024 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 March 31st) 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 and manufacture 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. In addition, our strategic investment in Southern Hydraulic Cylinder, Inc. in May 2023, allowed us to strengthen our efforts to enhance the stability of our supply chain. 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.
TRENDS AND OTHER FACTORS AFFECTING OUR BUSINESS
Based on the productivity enhancements that we have implemented and improved supply chain conditions, our gross profit as a percentage of sales improved for the three months ended March 31, 2025, despite net sales and earnings being lower for the period. During the quarter, our results continued to be affected by the high levels of chassis inventory in our distribution channel, as our distributors worked through the inventory buildup stemming primarily from inconsistent supplier delivery schedules throughout 2024. We believe that chassis and body inventory levels are moving closer to optimal levels and that the flow of manufactured equipment and chassis deliveries will become more synchronized during the second half of 2025. We will continue to monitor our backlog and order entry levels, and believe we are well-positioned to seize opportunities during the remainder of 2025.
Our performance will be heavily influenced by, among other things, timing of supply chain deliveries and global supply chain pressures, the continuing impact of geopolitical factors, general economic factors and the potential impact of tariffs, the rising cost of equipment ownership, and regulations regarding emissions standards.
| ● | During the first quarter of 2025, we experienced, and continue to experience, uncertainty around the implementation of new or increased U.S. tariffs, changes in U.S. trade policies, and the potential escalation of trade tensions and retaliatory measures by foreign governments. While we believe the diversity and strength of our supply chain leaves us well positioned to navigate these uncertainties, the applicability and ultimate impact of these matters, costs of component parts, chassis and raw materials, and foreign currency translation, still remains unknown. |
| ● | In addition, the rising cost of equipment ownership can pose a significant challenge for end-market towers. Recent increases in insurance premiums and interest rates have added cost pressures to our end users, and fluctuations in the value of used trucks have affected trade-in values and new equipment purchases. |
| ● | As of January 1, 2025, new regulations with near zero emission standards were adopted by certain states, which limit the amount of diesel-powered commercial vehicles that can be registered and, therefore, the number of vehicles we can sell in these states. Despite significant lobbying efforts and signals that steps may be taken at the federal level to repeal these regulations, the situation remains dynamic, and has impacted demand from customers in these states. Further information regarding the California Air Resources Board’s regulations is included under the heading “Government Regulations and Environmental Matters” in Part I, Item 1 – “Business” and in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the 2024 fiscal year. |
The impact of these factors remains largely out of our control, and we currently anticipate that one or more of these factors could have an adverse impact on our production capabilities, financial results, and cash flows through the remainder of 2025.
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 three months ended March 31, 2025, 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, 2024.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Three Months Ended | ||||||||
March 31 | ||||||||
(in thousands) | 2025 |
| 2024 |
| Change | |||
NET SALES | $ | 225,651 | $ | 349,871 | (35.5)% | |||
COST OF OPERATIONS | 191,707 | 305,628 | (37.3)% | |||||
GROSS PROFIT | 33,944 | 44,243 | (23.3)% | |||||
OPERATING EXPENSES: |
|
| ||||||
Selling, general and administrative | 23,260 | 21,543 | 8.0% | |||||
NON-OPERATING (INCOME) EXPENSES: |
|
| ||||||
Interest expense, net | 95 | 1,245 | (92.4)% | |||||
Other (income) expense, net | (202) | (33) | 512.5% | |||||
Total expenses, net | 23,153 | 22,755 | 1.7% | |||||
INCOME BEFORE INCOME TAXES | 10,791 | 21,488 | (49.8)% | |||||
INCOME TAX PROVISION | 2,726 | 4,465 | (38.9)% | |||||
NET INCOME | $ | 8,065 | $ | 17,023 | (52.6)% | |||
Net Sales
Net sales for the three months ended March 31, 2025 were $225.7 million compared to $349.9 million for the corresponding period in fiscal 2024, a decrease of 35.5%. The decrease in net sales was primarily due to a reduction of chassis deliveries to mitigate inventory buildup in our distribution channel.
Net foreign sales for the three months ended March 31, 2025 were $39.3 million compared to $31.3 million for the corresponding period in fiscal 2024, an increase of 25.5%.
Cost of Operations
Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related factory overhead, physical inventory adjustments, as well as inbound and outbound freight. Cost of operations for the three months ended March 31, 2025 was $191.7 million compared to $305.6 million for the corresponding period in fiscal 2024, a decrease of 37.3%. The decrease in cost of operations was consistent with the anticipated decrease in sales.
Gross Profit
Gross profit is equal to net sales less cost of operations. Gross profit for the three months ended March 31, 2025 was $33.9 million compared to $44.2 million for the corresponding period in fiscal 2024, a decrease of 23.3%. This decrease was primarily due to the anticipated decrease in sales. As a percentage of sales, gross profit was 15.0% for the three months ended March 31, 2025, compared to 12.6% in the corresponding period in fiscal 2024, an increase of 19.0%. The year over year increase was primarily due to a favorable product mix driven by the decrease in chassis deliveries.
Selling, General and Administrative
Selling, general and administrative expenses for the three months ended March 31, 2025 were $23.3 million compared to $21.5 million for the corresponding period in fiscal 2024, an increase of 8.0%. The increase in selling, general and administrative expenses was primarily due to compensation expense and incentives for all employees, including training and more competitive compensation to improve employee retention. As a percentage of net sales, selling, general and administrative expenses increased to 10.3% for the three months ended March 31, 2025, from 6.2% for the comparable period in fiscal 2024.
Interest Expense, Net
Interest expense, net for the three months ended March 31, 2025 was $0.1 million compared to $1.2 million for the corresponding period in fiscal 2024, a decrease of 92.4%. Interest expense as of March 31, 2025 of $2.4 million was consistent with the interest expense of $2.2 million for the comparable period in 2024, offset by increased interest income of $2.3 million for the three months ended March 31, 2025, compared to interest income of $0.9 million for the comparable period in 2024. The increase in interest income is due to increased billings on open accounts receivable balances.
Other (Income) Expense
The Company is exposed to foreign currency transaction risks 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 gain of $0.2 million and loss of $0.2 million for the three months ended March 31, 2025 and 2024, respectively. Other (income) expense for the three months ended March 31, 2025 was de minimus.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 2025 and 2024 reflects a combined federal, state, and foreign tax rate of 25.3% and 20.8%, respectively. The increase was primarily due to non-deductible executive compensation. 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 March 31, 2025, we had cash and temporary investments of $27.4 million, and $25.0 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.
The cash and temporary investments balance as of March 31, 2025 included $20.5 million of cash held by subsidiaries outside of the United States.
Cash Flows
The following table summarizes our cash flows for the period:
Three Months Ended | ||||||||
March 31 | ||||||||
(in thousands) | 2025 | 2024 | Change | |||||
Operating activities | $ | 2,714 | $ | 8,977 | (69.8) | % | ||
Investing activities | (5,128) | (4,663) | (47.5) | % | ||||
Financing activities | 5,610 | (7,179) | 178.1 | % | ||||
Effect of exchange rate changes on cash and temporary investments |
| (173) | (235) | 26.4 | % | |||
Net increase (decrease) in cash and temporary investments | $ | 3,023 | $ | (3,100) | 197.5 | % | ||
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 three months ended March 31, 2025, net cash provided by operating activities was $2.7 million compared to net cash provided by operating activities of $9.0 million in the comparable period in fiscal 2024. Cash provided by 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 was primarily driven by decreases in accounts receivable, inventory, and accounts payable, signifying further stabilization of changes in assets and liabilities as a result of continued supply chain recovery.
Cash Flows Provided by (Used in) Investing Activities
During the three months ended March 31, 2025, cash used in investing activities was $5.1 million compared to cash used in investing activities of $4.7 million for the comparable period in fiscal 2024. The cash used in investing activities was primarily for purchases of property, plant and equipment, as well as our continued investment in manufacturing automation and ERP system enhancements.
Cash Flows Provided by (Used in) Financing Activities
During the three months ended March 31, 2025, cash provided by financing activities was $5.6 million compared to cash used in financing activities of $7.2 million for the comparable period in fiscal 2024. The cash provided by financing activities was primarily due to an advance on the credit facility offset by cash payments for dividends and repurchases of common stock.
Contractual Obligations
As of March 31, 2025 and December 31, 2024, we had commitments of approximately $10.0 million and $14.2 million, respectively, 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 decrease in commitments for acquisition of property, plant and equipment 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, 2024.
Credit Facility
The Company had outstanding borrowings of $75.0 million and $65.0 million under the credit facility as of March 31, 2025 and December 31, 2024, respectively. See the disclosure under the heading “Credit Facility” in Note 4 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.
20 | Q1 FY 2025 FORM 10-Q |
As of May 1, 2025, the outstanding balance on our credit facility was $70.0 million.
Other Long-Term Obligations
Prior to applying a discount rate to our lease liabilities, we had approximately $0.5 million and $0.6 million in non-cancellable operating lease obligations as of March 31, 2025 and December 31, 2024, respectively. We had no non-cancellable finance lease obligations as of March 31, 2025 and December 31, 2024.
Capital Expenditures
Capital expenditures during the three months ended March 31, 2025 and 2024 were $5.1 million and $4.7 million, respectively. We make ongoing capital investments in our property, plant and equipment to increase our production capacity and the efficiencies, as well as the sustainability and safety of our operations. This includes capital investments during the three months ended March 31, 2025 in the use of robotics and automation in our production processes to streamline efficiency.
|
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, 2024.
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 March 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, 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.
22 | Q1 FY 2025 FORM 10-Q |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The disclosures under the heading “Litigation” in Note 7 of the Notes to Condensed Consolidated Financial Statements are incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 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 March 31, 2025:
Total number of shares purchased (1) | Average price paid per share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||
January 1, 2025 - January 31, 2025 | — | $ | — | — | $ | 22,102 | ||||
February 1, 2025 - February 28, 2025 | — | $ | — | — | $ | 22,102 | ||||
March 1, 2025 - March 31, 2025 | 67,911 | $ | 46.42 | 46,817 | $ | 20,000 | ||||
TOTAL | 67,911 | 46,817 | ||||||||
| (1) | Includes 21,094 shares of common stock withheld to cover employees’ tax withholding obligations upon the vesting of restricted stock units. |
| (2) | 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 8 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 quarter ended March 31, 2025,
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 March 31, 2025, 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: May 7, 2025
|