10-Q 1 mlr-20220331x10q.htm 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________________________ to ________________________________________

Commission file number

001-14124

MILLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Tennessee

62-1566286

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.)

organization)

8503 Hilltop Drive

Ooltewah, Tennessee

37363

(Address of principal executive offices)

(Zip Code)

(423) 238-4171

(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

Common Stock, par value $0.01 per share

MLR

New York Stock Exchange

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.

Yes         No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes         No

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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         No

The number of shares outstanding of the registrant’s common stock, par value $.01 per share, as of April 29, 2022 was 11,416,716.

Graphic

Index

Page Number

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021

3

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2022 and 2021

4

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021

5

Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2022 and 2021

6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 4.

Controls and Procedures

18

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

18

Item 1A.

Risk Factors

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3.

Defaults Upon Senior Securities

18

Item 4.

Mine Safety Disclosures

18

Item 5.

Other Information

19

Item 6.

Exhibits

20

SIGNATURES

22

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 may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. 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:

changes in price, delivery delays and decreased availability of component parts, chassis and raw materials, including aluminum, steel, petroleum-related products, including as a result of increased demand due to improving market conditions, general inflation, the war in Ukraine, the impact of the COVID-19 pandemic and supply chain difficulties;
economic and market conditions, including the negative impacts on the Company’s customers, suppliers and employees from increasing inflationary pressures, geopolitical uncertainties and the continuing negative impacts of the COVID-19 pandemic;
our dependence upon outside suppliers for purchased component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products;
increased employee turnover rates and problems hiring or retaining skilled labor to manufacture our products;
our customers’ and end users’ access to capital and credit to fund purchases;
operational challenges caused by increased sales volumes in recent years, prior to the COVID-19 pandemic;
various political, economic and other uncertainties relating to our international operations, including restrictive taxation and foreign currency fluctuation, and geopolitical instability such as the war in Ukraine;
the cyclical nature of our industry and changes in consumer confidence;
special risks from our sales to U.S. and other governmental entities through prime contractors;
changes in fuel and other transportation costs, insurance costs and weather conditions;
changes in government regulations, including environmental and health and safety regulations;
failure to comply with domestic and foreign anti-corruption laws;
competition in our industry and our ability to attract or retain customers;
our ability to develop or acquire proprietary products and technology;
assertions against us relating to intellectual property rights;
a disruption in, or breach in security of, our information technology systems or any violation of data protection laws;
changes in the tax regimes and related government policies and regulations in the countries in which we operate;
the effects of regulations relating to conflict minerals;

the catastrophic loss of one of our manufacturing facilities;
environmental and health and safety liabilities and requirements;
loss of the services of our key executives;
product warranty or product liability claims in excess of our insurance coverage;
potential recalls of components or parts manufactured for us by suppliers or potential recalls of defective products;
an inability to acquire insurance at commercially reasonable rates;
and those other risks referenced herein, including those risks referred to in Part II, Item 1A–“Risk Factors” in this Quarterly Report on Form 10-Q and those risks discussed in our other filings with the Securities and Exchange Commission, including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which discussion is incorporated herein by this reference.

Such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, the Company.

PART I. FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

March 31, 

    

2022

December 31, 

    

(Unaudited)

    

2021

    

ASSETS

CURRENT ASSETS:

Cash and temporary investments

$

29,292

$

54,332

Accounts receivable, net of allowance for credit losses of $1,200 and $1,155 at March 31, 2022 and December 31, 2021, respectively

 

193,884

 

153,977

Inventories, net

 

124,348

 

114,908

Prepaid expenses

 

8,743

 

5,751

Total current assets

 

356,267

 

328,968

NONCURRENT ASSETS:

Property, plant and equipment, net

 

97,787

 

96,496

Right-of-use assets - operating leases

1,167

1,231

Goodwill

 

11,619

 

11,619

Other assets

 

641

 

533

TOTAL ASSETS

$

467,481

$

438,847

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$

139,311

$

119,029

Accrued liabilities

 

23,016

 

24,866

Current portion of operating lease obligation

349

361

Current portion of finance lease obligation

9

15

Total current liabilities

 

162,685

 

144,271

NONCURRENT LIABILITIES:

Long-term obligations

 

10,000

 

Noncurrent portion of operating lease obligation

 

816

 

870

Deferred income tax liabilities

 

5,134

 

5,170

Total liabilities

 

178,635

 

150,311

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS’ EQUITY:

Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding

 

 

Common stock, $0.01 par value; 100,000,000 shares authorized, 11,416,716 and 11,410,728 outstanding at March 31, 2022 and December 31, 2021, respectively

 

114

 

114

Additional paid-in capital

 

151,724

 

151,449

Accumulated surplus

 

141,928

 

141,918

Accumulated other comprehensive loss

 

(4,920)

 

(4,945)

Total shareholders’ equity

 

288,846

 

288,536

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

467,481

$

438,847

The accompanying notes are an integral part of these financial statements.

3

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

Three Months Ended

March 31 

    

2022

    

2021

    

NET SALES

$

215,545

$

169,912

COSTS OF OPERATIONS

 

200,205

 

154,081

GROSS PROFIT

 

15,340

 

15,831

OPERATING EXPENSES:

 

  

 

  

Selling, general and administrative expenses

 

12,386

 

11,051

NON-OPERATING (INCOME) EXPENSES:

 

  

 

  

Interest expense, net

 

418

 

275

Other (income) expense, net

 

52

 

276

Total expense, net

 

12,856

 

11,602

INCOME BEFORE INCOME TAXES

 

2,484

 

4,229

INCOME TAX PROVISION

 

419

 

1,051

NET INCOME

$

2,065

$

3,178

BASIC INCOME PER COMMON SHARE

$

0.18

$

0.28

DILUTED INCOME PER COMMON SHARE

$

0.18

$

0.28

CASH DIVIDENDS DECLARED PER COMMON SHARE

$

0.18

$

0.18

WEIGHTED AVERAGE SHARES OUTSTANDING:

 

  

 

  

Basic

 

11,417

 

11,410

Diluted

 

11,421

 

11,410

The accompanying notes are an integral part of these financial statements.

4

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

Three Months Ended

March 31 

    

2022

    

2021

    

NET INCOME

$

2,065

$

3,178

OTHER COMPREHENSIVE INCOME:

 

  

 

  

Foreign currency translation adjustment

 

25

 

760

Total other comprehensive income

 

25

 

760

COMPREHENSIVE INCOME

$

2,090

$

3,938

The accompanying notes are an integral part of these financial statements.

5

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

    

    

    

Accumulated

    

Additional

Other

Common

Paid-In

Accumulated

Comprehensive

Stock

Capital

Surplus

 

Loss

Total

BALANCE, December 31, 2020

$

114

$

151,249

$

133,879

$

(2,789)

$

282,453

Components of comprehensive income:

Net income

3,178

3,178

Foreign currency translation adjustment

760

760

Total comprehensive income

3,178

760

3,938

Issuance of common stock to non-employee directors (5,260)

200

200

Dividends paid, $0.18 per share

(2,054)

(2,054)

BALANCE, March 31, 2021

$

114

$

151,449

$

135,003

$

(2,029)

$

284,537

BALANCE, December 31, 2021

$

114

$

151,449

$

141,918

$

(4,945)

$

288,536

Components of comprehensive income:

Net income

2,065

2,065

Foreign currency translation adjustment

25

25

Total comprehensive income

2,065

25

2,090

Issuance of common stock to non-employee directors (5,988)

200

200

Stock-based compensation on nonvested restricted stock units

75

75

Dividends paid, $0.18 per share

(2,055)

(2,055)

BALANCE, March 31, 2021

$

114

$

151,724

$

141,928

$

(4,920)

$

288,846

The accompanying notes are an integral part of these financial statements.

6

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

March 31 

    

2022

    

2021

    

OPERATING ACTIVITIES:

 

  

 

  

 

Net income

$

2,065

$

3,178

Adjustments to reconcile net income to net cash flows from operating activities:

 

  

 

  

Depreciation and amortization

 

2,793

 

2,440

(Gain) Loss on disposal of property, plant and equipment

 

 

5

Provision for credit losses

 

45

 

51

Issuance of non-employee director shares

 

200

 

200

Stock-based compensation on nonvested restricted stock units

75

Deferred tax provision

 

(37)

 

(3)

Changes in operating assets and liabilities:

 

  

 

  

Accounts receivable

 

(39,960)

 

(25,812)

Inventories

 

(9,434)

 

(568)

Prepaid expenses

 

(2,992)

 

(3,377)

Other assets

 

(38)

 

37

Accounts payable

 

20,272

 

27,557

Accrued liabilities

 

(1,925)

 

(861)

Net cash flows from operating activities

 

(28,936)

 

2,847

INVESTING ACTIVITIES:

 

  

 

  

Purchases of property, plant and equipment

 

(4,091)

 

(2,489)

Proceeds from sale of property, plant and equipment

 

8

 

Net cash flows from investing activities

 

(4,083)

 

(2,489)

FINANCING ACTIVITIES:

 

  

 

  

Net borrowings under credit facility

 

10,000

 

Payments of cash dividends

 

(2,055)

(2,054)

Finance lease obligation payments

(6)

(5)

Net cash flows from financing activities

 

7,939

 

(2,059)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS

 

40

 

379

NET CHANGE IN CASH AND TEMPORARY INVESTMENTS

 

(25,040)

 

(1,322)

CASH AND TEMPORARY INVESTMENTS, beginning of period

 

54,332

 

57,521

CASH AND TEMPORARY INVESTMENTS, end of period

$

29,292

$

56,199

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

  

 

  

Cash payments for interest

$

467

$

280

Cash payments for income taxes, net of refunds

$

572

$

604

The accompanying notes are an integral part of these financial statements.

7

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share data and except as otherwise noted)

1.          BASIS OF PRESENTATION

The condensed consolidated financial statements of Miller Industries, Inc. and subsidiaries (the “Company”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the financial information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly the Company’s financial position, results of operations and cash flows at the dates and for the periods presented. Interim results of operations are not necessarily indicative of results to be expected for the fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from December 31st by 31 days (or less) to facilitate timely reporting.

2.          RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Standards

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805). The update provides guidance on how to measure and recognize contract assets and contract liabilities when purchased as part of a business combination.  According to the guidance, the acquirer must follow ASC Topic 606 in accounting for the contract asset or contract liability being purchased.  The amendments in the update will be effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years.  The Company will apply the amendments prospectively.  The adoption of this update will not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses (Topic 326).  The update will require entities with financing receivables to disclose gross write-offs by year of origination of the receivable. The amendments in the update will be effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied prospectively. The adoption of this update will not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Standards

During the first quarter of 2022, the Company adopted ASU 2021-10, Government Assistance (Topic 832), which requires certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.  The amendments require disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions.  The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures.

8

3.          BASIC AND DILUTED INCOME PER COMMON SHARE

Basic and diluted income per common share were calculated using the following:

Three Months Ended

March 31 

    

2022

    

2021

Net Income

$

2,065

$

3,178

 

Basic and Diluted Common Shares

Weighted Average Shares Outstanding - Basic

 

11,417

 

11,410

Dilution for Assumed Exercises of Nonvested Restricted Stock Units

 

4

 

Weighted Average Common Shares Outstanding - Diluted

11,421

11,410

Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted income per common share is calculated by dividing net income by the weighted average number of common and potential dilutive common shares outstanding. The Company uses the treasury stock method to account for the effect of nonvested restricted stock units on the computation of diluted income per share. For the three months ended March 31, 2022, none of the nonvested restricted stock units would have been anti-dilutive. There were no nonvested restricted stock units granted or outstanding during the three months ended March 31, 2021.

4.          REVENUE

Substantially all of our revenue is generated from sales of towing and recovery equipment. As such, disaggregation of revenue by product line would not provide useful information because all product lines have substantially similar characteristics. However, revenue streams are tracked by the geographic location of customers. This disaggregated information is presented in the table below.

For the Three Months Ended

March 31, 

    

2022

    

2021

Net Sales:

 

  

 

  

North America

$

194,351

$

146,687

Foreign

 

21,194

 

23,225

$

215,545

$

169,912

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Except for certain extended service contracts on a small percentage of units sold, the Company’s performance obligations are satisfied, and sales revenue is recognized when products are shipped from the Company’s facilities. From time to time, revenue is recognized under a bill and hold arrangement. Recognition of revenue on bill and hold arrangements occurs when control transfers to the customer. The bill and hold arrangement must be substantive, and the product must be separately identified as belonging to the customer, ready for physical transfer, and unavailable to be used or directed to another customer.

Revenue is measured as the amount of consideration expected to be received in exchange for the transfer of products. Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Warranty related costs are recognized as an expense at the time products are sold and a reserve is established. Depending on the terms of the arrangement, for certain contracts the Company may defer the recognition of a portion of the consideration received because a future obligation has not yet been satisfied, such as an extended service contract. An observable price is used to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach is utilized when one is not available.

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Contract liabilities primarily relate to performance obligations to be satisfied in the future. As of March 31, 2022, and December 31, 2021, contract liability balances were each $257, and are included in accrued liabilities on the condensed consolidated balance sheets. No revenue related to contract liability balances was recognized during the

9

three months ended March 31, 2022, or during the three months ended March 31, 2021. The Company did not have any contract assets at March 31, 2022 or December 31, 2021.

The Company extends credit to customers in the normal course of business. Collections from customers are continuously monitored and an allowance for credit losses is maintained based on historical experience adjusted for current conditions and reasonable forecasts capturing country and industry-specific economic factors. The Company also considers any specific customer collection issues. Since the Company’s trade receivables are largely similar, the Company evaluates its allowance for credit losses as one portfolio segment. At origination, the Company evaluates credit risk based on a variety of credit quality factors including prior payment experience, customer financial information, credit ratings, probabilities of default, industry trends and other internal metrics. On an ongoing basis, data by each major customer is regularly reviewed based on past-due status to evaluate the adequacy of the allowance for credit losses and actual write-offs are charged against the allowance. Terms on accounts receivable vary and are based on specific terms agreed upon with each customer. Write-offs of accounts receivable were de minimis during the three months ended March 31, 2022 and during the three months ended March 31, 2021.  

Trade accounts receivable are generally diversified due to the number of entities comprising the Company’s customer base and their dispersion across many geographic regions. The Company also frequently monitors the creditworthiness of the customers to whom the credit is granted in the normal course of business. Sales from one customer made up approximately 10% of total Company sales during the three months ended March 31, 2022. No one customer made up greater than 10% of total Company sales during the three months ended March 31, 2021. Trade accounts receivable from one customer made up approximately 10% of total Company accounts receivable at March 31, 2022. There were no customers with trade accounts receivable greater than 10% of total accounts receivable at December 31, 2021.

5.          INVENTORIES

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or net realizable value, 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, at March 31, 2022 and December 31, 2021 consisted of the following:

    

2022

    

2021

Chassis

$

6,664

$

5,753

Raw materials

 

62,628

 

59,651

Work in process

 

38,398

 

33,994

Finished goods

 

16,658

 

15,510

$

124,348

$

114,908

6.          LONG-TERM OBLIGATIONS

Credit Facility

The Company’s current loan agreement with First Horizon Bank, which governs its existing $50,000 unsecured revolving credit facility with a maturity date of May 31, 2027, contains customary representations and warranties, events of default, and financial, affirmative and negative covenants for loan agreements of this kind. The credit facility restricts the payment of cash dividends if the payment would cause the Company to be in violation of the minimum tangible net worth test or the leverage ratio test in the loan agreement, among various other customary covenants. The Company has been in compliance with these covenants throughout 2021 and during the first three months of 2022, and it is anticipated that the Company will continue to be in compliance during the remainder of 2022.

In the absence of a default, all borrowings under the credit facility bear interest at the LIBOR Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio. The Company pays a non-usage fee under the current loan agreement at a rate per annum equal to between 0.15% and 0.35% of the unused amount of the credit facility, which fee is paid quarterly.

During the first quarter of 2022, the Company drew $10,000 on its credit facility for working capital needs and retained $10,000 in outstanding borrowings under its credit facility at March 31, 2022. At December 31, 2021, the Company had $0 in outstanding borrowings under the credit facility.  At March 31, 2022, the Company had cash and temporary investments of $29,292.

10

7.          COMMITMENTS AND CONTINGENCIES

Leasing Activities

The Company leases certain equipment and facilities under long-term non-cancellable operating and finance lease agreements.  The leases expire at various dates through 2027.  Certain of the lease agreements contain renewal options.  For those leases that have renewal options, the Company included these renewal periods in the lease term if the Company determined it was reasonably certain to exercise the renewal option. Lease payments during such renewal periods were also considered in the calculation of right-of-use assets and lease obligations.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Lease obligations are recognized at the commencement date based on the present value of lease payments over the lease term. Right-of-use assets are recognized at the commencement date as the initial measurement of the lease liability, plus payments made prior to lease commencement and any initial direct costs. As most of the Company’s 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Expense is recognized on a straight-line basis over the lease term for operating leases. For finance leases, expense is recognized as the expense from straight-line amortization of the right-of-use asset plus the periodic interest expense from the lease obligation. Short-term leases have a lease term of twelve 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.

Right-of-use assets related to finance leases are included as a component of property, plant and equipment, net on the condensed consolidated balance sheets and had the following values at March 31, 2022 and December 31, 2021.

    

2022

    

2021

Finance lease right-of-use assets

$

78

$

78

Accumulated amortization

 

(69)

 

(64)

Finance lease right-of-use assets, net

$

9

$

14

A maturity analysis of the undiscounted cash flows of operating and finance lease obligations is as follows:

Operating Lease Obligation

Finance Lease Obligation

Remaining lease payments to be paid during the year ended December 31, 

2022

    

$

304

$

10

2023

 

336

 

2024

 

283

 

2025

 

247

 

2026

 

92

 

Thereafter

 

2

 

Total lease payments

1,264

10

Less imputed interest

(99)

(1)

Lease obligation at March 31, 2022

$

1,165

$

9

11

The lease cost and certain other information during the three months ended March 31, 2022 and 2021 were as follows:

Three Months Ended

March 31 

    

2022

    

2021

    

Lease Cost

Finance lease cost:

Amortization of right-of-use assets

$

5

$

5

Interest on lease obligation

 

1

 

1

Total finance lease cost

6

6

Total operating lease cost

 

106

 

106

Short-term lease cost

 

166

 

127

Total lease cost

$

278

$

239

Other Information

Cash paid for amounts included in the measurement of lease obligation:

 

  

 

  

Operating cash flows from operating leases

$

107

$

106

Financing cash flows from finance leases

 

6

 

5

Right-of-use assets obtained in exchange for new operating lease obligations

 

31

 

The weighted average remaining lease term for operating leases and finance leases at March 31, 2022 was 3.7 years and 0.4 years, respectively.  The weighted average remaining lease term for operating leases and finance leases at December 31, 2021 was 3.9 years and 0.7 years, respectively. The weighted average discount rate for operating leases and finance leases at March 31, 2022 was 3.1% and 4.0%, respectively. The weighted average discount rate for operating leases and finance leases at December 31, 2021 was 3.1% and 4.0%, respectively. 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, 2022 and 2021 of $55 and $56, respectively. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of $33 and $28 during the three months ended March 31, 2022 and 2021, respectively.

Other Commitments

At March 31, 2022 and December 31, 2021, the Company had commitments of approximately $9,590 and $5,052, respectively, for construction and acquisition of property, plant and equipment. The Company is also migrating its enterprise resource planning (ERP) system to a multi-tenant cloud environment which includes global ERP, human capital management, data analytics and the use of artificial intelligence.  Related to this project, at both March 31, 2022 and December 31, 2021, the Company had commitments of approximately $3,751 in software license fees payable in installments through 2025.

Contingencies

The Company has entered into arrangements with third-party lenders where it has agreed, in the event of default by a distributor within the independent distributor network, to repurchase from the third-party lender Company products repossessed from the independent distributor customer. These arrangements are typically subject to a maximum repurchase amount. The maximum amount of collateral that the Company could be required to purchase was approximately $55,054 at March 31, 2022, and $47,883 at December 31, 2021. The Company’s risk under these arrangements is mitigated by the value of the products that would be repurchased as part of the transaction. The Company considered the fair value at inception of its commitment under these arrangements and concluded that there is no probable loss associated with these potential repurchase obligations and thus no associated liability was recognized at March 31, 2022 or December 31, 2021.

The Company is, from time to time, a party to litigation arising in the normal course of its business. Litigation is subject to various inherent uncertainties, and it is possible that some of such matters could be resolved unfavorably to the Company, which could result in substantial damages against the Company. The Company establishes accruals for matters that are probable and reasonably estimable and maintains product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately result from the resolution of any such matters in excess of available insurance coverage and accruals will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

12

8.          INCOME TAXES

As of March 31, 2022, the Company had no federal net operating loss carryforwards. State net operating loss carryforwards were not significant at March 31, 2022.

9.          SUBSEQUENT EVENTS

Dividends

On May 2, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per share. The dividend is payable June 13, 2022 to shareholders of record as of June 6, 2022.

Subsequent to March 31, 2022, the Company drew $10,000 on its credit facility, which increased the balance to $20,000 at May 4, 2022.

13

ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations and financial condition should be read in conjunction with the condensed consolidated financial statements and the notes thereto.  Unless the context indicates otherwise, all dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands.

Executive Overview

Miller Industries, Inc. is The World’s Largest Manufacturer of Towing and Recovery Equipment®, with domestic manufacturing subsidiaries in Tennessee and Pennsylvania, and foreign manufacturing subsidiaries in France and the United Kingdom. We offer a broad range of equipment to meet our customers’ design, capacity and cost requirements under our Century®, Vulcan®, Challenger®, Holmes®, Champion®, Chevron™, Eagle®, Titan®, Jige™ and Boniface™ brand names. In this Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the words “Miller Industries,” “the Company,” “we,” “our,” “ours” and “us” refer to Miller Industries, Inc. and its subsidiaries or any of them.

Our management focuses 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.

We derive revenues primarily from product sales made through our network of domestic and foreign independent distributors. Our revenues are sensitive to a variety of factors including general economic conditions as well as demand for, and price of, our products, our technological competitiveness, our reputation for providing quality products and reliable service, competition within our industry, and the cost and availability of purchased component parts, truck chassis and raw materials (including aluminum, steel and petroleum-related products). 

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. Our domestic plant expansion and modernization projects have installed sophisticated robotics and implemented other advanced technologies to optimize our manufacturing processes.  We completed phase one of the implementation of an enterprise software solution during 2021, which we expect to substantially improve our administrative efficiency and customer service levels. As we retain our focus toward modernization, we continue to invest in robotics and automated material handling equipment across all of our domestic manufacturing facilities.

We opened our free-standing R&D 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.  All of our domestic facilities have undergone substantial expansion and modernization projects during the period 2017 to 2021, as we have invested over $82,000 on property, plant and equipment over this five-year period, including our most recent fabrication equipment upgrades at our Greeneville, Tennessee facilities.  These projects not only increased our production capacity, but also included installing sophisticated robotics and implementing other advanced technologies to optimize our manufacturing process.

Our industry is cyclical in nature. Until the onset of the COVID-19 pandemic, the overall demand for our products and resulting revenues in recent years have been positively affected by favorable economic conditions, such as lower fuel prices, and positive consumer sentiment in our industry. However, historically, the overall demand for our products and our resulting revenues has at times been negatively affected by:

wavering levels of consumer confidence;
volatility and disruption in domestic and international capital and credit markets and the resulting decrease in the availability of financing, including floor plan financing, for our customers and towing operators;
significant periodic increases in fuel and insurance costs and their negative effect on the ability of our customers to purchase towing and related equipment; and
the overall effects of global, political, economic and health conditions.

We remain concerned about the continuing effects of these factors on the towing and recovery industry, and we continue to monitor our overall cost structure to see that it remains in line with business conditions.

14

In addition, we have been and will continue to be affected by changes in the prices that we pay for raw materials, particularly aluminum, steel, petroleum-related products and other raw materials, which represent a substantial part of our total cost of operations. Historically, we have implemented price increases on our products to offset price increases in the raw materials that we use. We also developed alternatives to some of the components used in our production process that incorporate these raw materials, and our suppliers have implemented these alternatives in the production of our component parts. We continue to monitor raw material prices and availability in order to more favorably position the Company in this dynamic market.

Recent Developments

As the economy improved over the course of 2021 from the initial phases of the COVID-19 pandemic, we experienced increasingly significant supply chain challenges such as shortages and delivery delays in component parts and raw materials which impacted our ability to obtain on a timely basis various raw materials and purchased component parts that are necessary to our production processes, as well as substantial price increases for many of these materials and component parts. We also continued to experience increases in employee turnover rates and difficulties in hiring new workers for our skilled workforce, which caused increased recruiting, training and retention costs during this period. These supply chain difficulties were generally lessening as 2022 began but the impact of the war in Ukraine, lingering effects of COVID-19 in the U.S. and abroad and general economic conditions have slowed this improvement.

We implemented several price increases and surcharges for our products during 2021. In an effort to address the accelerating price increases for materials and component parts that we experienced in the first quarter of 2022 (particularly after the commencement of the war in Ukraine), we recently increased our previously announced April 1, 2022 surcharge from 3% to 11% and our previously announced 5% price increase effective June 1, 2022 remains unchanged.  However, these additional increases are being implemented during the second quarter of 2022, while the higher costs for raw materials and purchased component parts that we use is felt much sooner. These factors had a substantial adverse impact on our net income during the second half of 2021 and first quarter of 2022, and they likely will continue to have such adverse impact if prices for our materials and component parts continue to increase over the course of 2022.

Supply chain disruptions and workforce retention challenges continued to significantly reduce our ability to complete finished goods without timing delays during the first quarter 2022 and to increase our costs of operations. In addition, general inflationary pressures have substantially increased in the first quarter of 2022. We continue to monitor these supply chain disruptions and inflationary pressures (including the impact of the Russia conflict with Ukraine) and attempt to mitigate the risk associated with them, including by implementing the price increases (including those described above), by pursuing additional production capabilities through capital deployment, such as our first quarter purchase of an additional small facility in Ooltewah, TN to be used for the production of small carrier units, and by relying more heavily on our in-house fabrication capabilities, which were significantly expanded in 2020.

Based on our strong backlog, announced surcharge and price increases and the current status of our process improvements, we believe we are well positioned to improve our operating results over the course of 2022, but our performance will be heavily influenced by whether supply chain constraints and inflationary pressures worsen due to the war in Ukraine or other geopolitical factors, the lingering effects of COVID-19, general economic factors or any other reason.  The impact of these factors remains largely out of our control, and we currently anticipate that they will continue to have a material adverse impact on our production and net income over the course of 2022.

At December 31, 2021, the Company owed $0 under its primary credit facility.  During the first three months of 2022, the Company drew $10,000 for working capital needs. The Company also drew an additional $10,000 from the credit facility for working capital needs subsequent to March 31, 2022 and retains a balance on its credit facility of $20,000 at May 4, 2022.

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 first three months of 2022.

For additional information, refer to our summary of significant accounting policies in Note 2 of the "Notes to Consolidated Financial Statements" in Part IV, Item 15 and "Critical Accounting Policies" in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2021.

15

Results of Operations – Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales for the three months ended March 31, 2022 increased 26.9% to $215,545 from $169,912 for the comparable period in 2021. The increase in revenue reflects continued economic recovery and some supply chain improvement in certain of our product classes. Net domestic sales increased during the three-month period ended March 31, 2022 to $194,351 from $146,687 for the comparable period in 2021, while net foreign sales decreased to $21,194 from $23,225 during the same three-month period.

Costs of operations for the three months ended March 31, 2022 increased 29.9% to $200,205 from $154,081 for the comparable period in 2021. Costs of operations increased as a percentage of sales to 92.9%, compared to 90.7% for the comparable period in 2021, primarily due to higher prices for components, part scarcity resulting from supply chain challenges, and wage inflation.

Selling, general and administrative expenses for the three months ended March 31, 2022 increased to $12,386 from $11,051 for the comparable period in 2021 due to increased software licensing and personnel related costs. As a percentage of sales, selling, general and administrative expenses for the three months ended March 31, 2022 decreased to 5.7% from 6.5% in the comparable period in 2021, as a result of the increase in revenue.

Interest expense, net increased to $418 from $275 for the three months ended March 31, 2022 as compared to the prior year period. Increases in interest expense, net were primarily due to increases in floor plan interest payments.

When the Company has transactions that are denominated in a currency other than its functional currency, the Company is exposed to foreign currency transaction risk and must record gains and losses through other (income) expense when the related balance sheet items are remeasured in the functional currency of the Company. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses, with the remainder being composed of gains and losses on disposals of equipment. For the three months ended March 31, 2022 the Company experienced a net foreign currency exchange loss of $52, compared to a net loss of $271 for the three months ended March 31, 2021.

The provision for income taxes for the three months ended March 31, 2022 and 2021 reflects a combined effective U.S. federal, state and foreign tax rate of 16.9% and 24.9%, 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. Favorable tax adjustments in foreign jurisdictions drove the decrease in the effective tax rate for the three months ended March 31, 2022.

Liquidity and Capital Resources

Cash used in operating activities was $28,936 for the three months ended March 31, 2022, compared to cash provided by operating activities of $2,847 in the comparable period in 2021. Cash provided by or 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, materials used in manufacturing, and other expenses that are necessary in the ordinary course of our operations, such as utilities and taxes. The change in net cash flows from operating activities during the three months ended March 31, 2022, in comparison to the three months ended March 31, 2021, is primarily due to recent increases in inventory purchases associated with increased production levels and necessary to mitigate supply chain constraints, coupled with increases in receivables related to recent upticks in sales.

Cash used in investing activities was $4,083 for the three months ended March 31, 2022 compared to $2,489 for the comparable period in 2021. The cash used in investing activities for the three months ended March 31, 2022 was for purchases of property, plant and equipment, including the purchase of an additional facility in Ooltewah, TN to be used for the production of small carriers. Cash used in investing activities for the three months ended March 31, 2021 was also for purchases of property, plant and equipment.

Cash provided by financing activities was $7,939 for the three months ended March 31, 2022, compared to cash used in financing activities of $2,059 for the comparable period in 2021. Net cash flows from financing activities for the three months ended March 31, 2022 resulted from advances from the credit facility of $10,000, partially offset by the payment of cash dividends of $2,055 and an immaterial amount of payments on finance lease obligations. Net cash flows from financing activities for the three months ended March 31, 2021 resulted from the payment of cash dividends of $2,054 and an immaterial amount of payments on finance lease obligations.

As of March 31, 2022, we had cash and temporary investments of $29,292, and an additional $40,000 in available borrowings under our existing credit facility ($30,000 as of May 4, 2022). Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal and interest payments on indebtedness. At March 31, 2022, the Company had commitments of

16

approximately $9,590 for the acquisition of property, plant and equipment.  At March 31, 2022, we also had a commitment of approximately $3,751 in software license fees. We expect our primary sources of cash to be cash flows from operations, cash and temporary investments on hand at March 31, 2022 and borrowings under our credit facility as needed. We expect these sources to be sufficient to satisfy our cash needs during the remainder of 2022 and for the next several years. However, our ability to satisfy our cash needs will substantially depend upon several factors, including our future operating performance, taking into account the COVID-19 related economic and other factors discussed above and elsewhere in this Quarterly Report, as well as financial, business and other factors, many of which are beyond our control.

As of March 31, 2022 and December 31, 2021, $26,521 and $24,415, respectively, of the Company’s cash and temporary investments were held by foreign subsidiaries and their holdings are generally based in the local currency.

Credit Facilities and Other Obligations

Credit Facility

The Company’s current loan agreement with First Horizon Bank, which governs its existing $50,000 unsecured revolving credit facility with a maturity date of May 31, 2027, contains customary representations and warranties, events of default, and financial, affirmative and negative covenants for loan agreements of this kind. The credit facility restricts the payment of cash dividends if the payment would cause the Company to be in violation of the minimum tangible net worth test or the leverage ratio test in the loan agreement, among various other customary covenants. The Company has been in compliance with these covenants throughout 2021 and during the first three months of 2022, and it is anticipated that the Company will continue to be in compliance during the remainder of 2022.

In the absence of a default, all borrowings under the credit facility bear interest at the LIBOR Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio. The Company pays a non-usage fee under the current loan agreement at a rate per annum equal to between 0.15% and 0.35% of the unused amount of the credit facility, which fee is paid quarterly.

The Company had $10,000 and $0, respectively, in outstanding borrowings under the credit facility at March 31, 2022 and December 31, 2021.  Subsequent to March 31, 2022, the Company drew an additional $10,000 for working capital needs and had $20,000 in outstanding borrowings at May 4, 2022.

Other Long-Term Obligations

Prior to applying a discount rate to our lease liabilities, at March 31, 2022 and December 31, 2021, we had approximately $1,264 and $1,328 in non-cancelable operating lease obligations, and $10 and $15 in non-cancelable finance lease obligations, respectively.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of our business, we are exposed to market risk from changes in interest rates and foreign currency exchange rates that could impact our results of operations and financial position.

Interest Rate Risk

Changes in interest rates affect the interest paid on indebtedness under the credit facility because outstanding amounts of indebtedness under the credit facility are subject to variable interest rates. Under the credit facility, the non-default rate of interest is equal to the LIBOR Market Index Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio, for a rate of interest 1.45% at March 31, 2022. A one percent change in the interest rate on our variable-rate debt would not have materially impacted our financial position, results of operations or cash flows as of and for the three months ended March 31, 2022.

Foreign Currency Exchange Rate Risk

We are subject to risk arising from changes in foreign currency exchange rates related to our international operations in Europe. We manage our exposure to our foreign currency exchange rate risk through our regular operating and financing activities. Additionally, from time to time, we enter into certain forward foreign currency exchange contracts.

17

Because we report in U.S. dollars on a consolidated basis, foreign currency exchange fluctuations have a translation impact on our financial position and results of operations. During the three months ended March 31, 2022, we recognized a $25 unrealized gain in our foreign currency translation equity adjustment account because of the fluctuations in valuation of the U.S. dollar against the Euro and British pound, compared to a $760 unrealized gain for the respective prior year period. These amounts were recognized as unrealized gains in accumulated other comprehensive loss on the condensed consolidated balance sheets.

For the three months ended March 31, 2022 and 2021, the impacts of foreign currency exchange rate changes on our results of operations and cash flows were net foreign currency exchange losses of $52 and $271, respectively.

ITEM 4.          CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, as of the end of the period covered by this report on Form 10-Q, under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-14(c) under the Securities Exchange Act of 1934. Based upon this evaluation, our CEO and CFO have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control 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 control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

We are, from time to time, a party to litigation arising in the normal course of our business. Litigation is subject to various inherent uncertainties, and it is possible that some of such matters could be resolved unfavorably to us, which could result in substantial damages against us. We establish accruals for matters that are probable and reasonably estimable and maintain product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately result from the resolution of any such matters in excess of available insurance coverage and accruals will not have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A.          RISK FACTORS

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.

18

ITEM 5.          OTHER INFORMATION

On May 2, 2022 the Compensation Committee of the Board approved an annual salary increase for Mr. Bill Miller, the Company’s Chairman of the Board, from $319,737 to $662,500, effective as of January 1, 2022. Mr. Miller’s salary had not increased since 2013 and the Compensation Committee determined that an increase was merited to recognize the time and effort that Mr. Miller devoted to the Company’s affairs and the value generated by these efforts.

19

ITEM 6.          EXHIBITS

    

Description

    

Incorporated by
Reference to
Registration File
Number

    

Form or
Report

    

Date of Report

    

Exhibit 
Number in
Report

 

 

 

 

 

 

 

 

31.1

Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer*

 

 

 

 

 

 

 

 

31.2

Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Financial Officer*

 

 

 

 

 

 

 

 

32.1

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Executive Officer±

 

 

 

 

 

 

 

 

32.2

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code 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, 2022, has been formatted in Inline XBRL.

 

 

 

 

20

*     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.

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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 4, 2022

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