Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2024

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Tennessee	001-14124	62-1566286
(State or Other Jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8503 Hilltop Drive, Ooltewah, Tennessee

(Address of Principal Executive Offices)

37363

(Zip Code)

(423) 238-4171

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02Results of Operations and Financial Condition.

On November 12, 2024, Miller Industries, Inc., (the “Company”) issued a press release (the “Earnings Release”) announcing its financial results for the quarter ended September 30, 2024. A copy of the Earnings Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.		Exhibit Description
99.1		Press Release of Miller Industries, Inc. dated November 12, 2024, announcing its financial results for the quarter ended September 30, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Miller Industries, Inc. (Registrant)

	By:	/s/ Deborah L. Whitmire
		Deborah L. Whitmire
		Executive Vice President, Chief Financial Officer and Treasurer
Dated: November 12, 2024

‌

Exhibit 99.1

8503 Hilltop Drive, Ooltewah, TN 37363
Telephone 423.238.4171


	CONTACT:	Miller Industries, Inc.
		Debbie Whitmire, Chief Financial Officer (423) 238-8464

		Frank Madonia, General Counsel (423) 238-8414
		FTI Consulting, Inc.
		Mike Gaudreau millerind@fticonsulting.com

MILLER INDUSTRIES REPORTS 2024 THIRD QUARTER RESULTS

CHATTANOOGA, Tenn., November 12, 2024/PRNewswire/ -- Miller Industries, Inc. (NYSE: MLR) (the "Company") today announced financial results for the third quarter ended September 30, 2024.

For the third quarter of 2024, net sales were $314.3 million, an increase of 14.5%, compared to $274.6 million for the third quarter of 2023. The year over year improvement was predominantly due to increases in original equipment manufacturer (“OEM”) chassis deliveries after a normalization of the chassis market, compared to the prior year period. The increase was partially offset by delays in delivery of finished goods related to Hurricane Helene, which had an immaterial impact on our quarterly revenues in the low single-digit millions.

Gross profit for the third quarter of 2024 was $42.0 million, or 13.4% of net sales, compared to $42.9 million, or 15.6% of net sales, for the third quarter of 2023. The decrease in gross margin was driven by increased chassis shipments, compared to the third quarter of last year, when chassis shipments were significantly depressed.

Selling, general and administrative expenses were $22.3 million, or 7.1% of net sales, compared to $19.3 million, or 7.0% of net sales, in the prior year period. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense and incentives for all employees, including training and more competitive compensation to improve employee retention.

Net income in the third quarter of 2024 was $15.4 million, or $1.33 per diluted share, compared to net income of $17.5 million, or $1.52 per diluted share, in the prior year period, a decrease of 11.7% and 12.3%, respectively.

The Company also announced that its Board of Directors has declared a quarterly cash dividend of $0.19 per share, payable December 9, 2024, to shareholders of record at the close of business on December 2, 2024, the fifty-sixth consecutive quarter that the Company has paid a dividend. In addition, during the first three quarters of 2024, the Company has repurchased 45,000 shares of its common stock, representing $2.9 million of the $25.0 million repurchase program authorized by the Board of Directors in April 2024.

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MILLER INDUSTRIES REPORTS 2024 THIRD QUARTER RESULTS	PAGE 2

“I want to extend my sympathies to those impacted by the recent hurricanes in the Southeast and the extreme loss of life and property,” said William G. Miller, II, Chief Executive Officer of the Company. “We are not immune to these extreme weather events, and Hurricane Helene, in particular, had an impact on our operations. While the financial impact was thankfully marginal, our focus was on ensuring that our employees were safe, secure, and able to perform their jobs to the best of their ability. We are still assessing the hurricane’s impact on our production but expect its effect on fourth-quarter results to be minimal and expect that the marginal impact to revenue in the third quarter will be largely offset by a catch-up in invoicing in the fourth quarter.”

“Now moving to our quarterly results, we continue to see strong year-over-year revenue increases due to demand for our products across all regions. Our chassis shipments have normalized compared to the prior year and our production volumes were boosted by our operational efficiencies. While distributor retail deliveries remain consistent with 2023 levels, we have seen a decrease in order entry this quarter, though we believe that is largely due to timing of OEM chassis deliveries, distributor throughput capacity, and political uncertainty rather than a slowdown in retail demand. Fundamental demand drivers for our products remain strong, and we plan to continue manufacturing product at near record levels until our backlog returns to pre-pandemic and supply chain crisis levels. We will continue to analyze order intake and retail activity levels over the next few quarters as we reduce backlog closer to historical levels, to ensure that we provide our distribution network with maximum flexibility as we continue to focus on meeting the needs of our customers. Nevertheless, we feel confident that the stability of our supply chain and productivity improvements leave us well-positioned to continue driving improved results in the long term. We remain confident in our ability to achieve low double-digit topline growth along with significant improvement in profitability and free cash flow for full year 2024,” said Mr. Miller, II.

The Company will host a conference call, which will be simultaneously broadcast live over the Internet. The call is scheduled for tomorrow, November 13, 2024, at 10:00 AM ET. Listeners can access the conference call live and archived over the Internet through the following link:

https://app.webinar.net/XBb45Go5Oy7

Please allow 15 minutes prior to the call to visit the site, download, and install any necessary audio software. A replay of this call will be available approximately one hour after the live call ends through November 20, 2024. The replay number is 1-844-512-2921, Passcode 13749822.

About Miller Industries

Miller Industries is The World’s Largest Manufacturer of Towing and Recovery Equipment®, and markets its towing and recovery equipment under a number of well-recognized brands, including Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan® and Eagle®.

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MILLER INDUSTRIES REPORTS 2024 THIRD QUARTER RESULTS	PAGE 3

Certain statements in this news release 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 and include without limitation any statements relating to the Company’s 2024 revenues, profitability, backlog, customer demand, and capital allocation plans, as well as expectations relating to the impacts of weather conditions or natural disasters, including hurricanes. 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 discussed in our filings with the Securities and Exchange Commission, including the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as supplemented in Part II, Item 1A, “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, which discussion is incorporated herein by this reference. Such factors are not exclusive. Except as required by law, we expressly disclaim any obligation to update these forward-looking statements, 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.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

2024

2023

Change

2024

2023

Change

NET SALES

314,271

274,568

14.5%

1,035,593

857,108

20.8%

COSTS OF OPERATIONS

272,245

231,700

17.5%

898,246

743,894

20.7%

GROSS PROFIT

42,026

42,868

-2.0%

137,347

113,214

21.3%

OPERATING EXPENSES:

Selling, General and Administrative Expenses

22,326

19,318

15.6%

66,642

56,721

17.5%

NON-OPERATING (INCOME) EXPENSES:

Interest Expense, Net

251

1,813

-86.2%

3,544

4,525

-21.7%

Other (Income) Expense, Net

(321)

(294)

9.2%

(341)

(842)

-59.5%

Total Expense, Net

22,256

20,837

6.8%

69,845

60,404

15.6%

INCOME BEFORE INCOME TAXES

19,770

22,031

-10.3%

67,502

52,810

27.8%

INCOME TAX PROVISION

4,345

4,572

-5.0%

14,540

11,214

29.7%

NET INCOME

15,425

17,459

-11.7%

52,962

41,596

27.3%

BASIC INCOME PER SHARE OF COMMON STOCK

1.35

1.53

-11.7%

4.62

3.64

27.1%

DILUTED INCOME PER SHARE OF COMMON STOCK

1.33

1.52

-12.3%

4.57

3.62

26.3%

CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK

0.19

0.18

5.6%

0.57

0.54

5.6%

WEIGHTED AVERAGE SHARES OUTSTANDING:

Basic

11,447

11,446

0.0%

11,453

11,437

0.1%

Diluted

11,596

11,515

0.7%

11,593

11,495

0.9%

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	September 30,
	2024		December 31,
	(Unaudited)		2023
ASSETS
CURRENT ASSETS:
Cash and temporary investments	$	40,600	$	29,909
Accounts receivable, net of allowance for credit losses of $1,691 and $1,527 at September 30, 2024 and December 31, 2023, respectively		374,029		286,138
Inventories, net		190,345		189,807
Prepaid expenses		10,485		4,617
Total current assets		615,459		510,471
NON-CURRENT ASSETS:
Property, plant and equipment, net		118,569		115,072
Right-of-use assets – operating leases		595		826
Goodwill		19,998		20,022
Other assets		725		819
TOTAL ASSETS	$	755,346	$	647,210

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	234,216	$	191,782
Accrued liabilities		54,801		40,793
Income taxes payable		1,462		1,819
Current portion of operating lease obligation		309		320
Total current liabilities		290,788		234,714
NON-CURRENT LIABILITIES:
Long-term obligations		65,000		60,000
Non-current portion of operating lease obligation		286		506
Deferred income tax liabilities		4,082		4,070
TOTAL LIABILITIES		360,156		299,290

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value per share:
Authorized – 5,000,000 shares, Issued – none		—		—
Common stock, $0.01 par value per share:
Authorized – 100,000,000 shares, Issued – 11,439,292 and 11,445,640 shares at September 30, 2024 and December 31, 2023, respectively		114		114
Additional paid-in capital		152,933		153,574
Retained earnings		246,578		200,165
Accumulated other comprehensive loss		(4,435)		(5,933)
TOTAL SHAREHOLDERS’ EQUITY		395,190		347,920
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	755,346	$	647,210

Document and Entity Information	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 12, 2024
Entity File Number	001-14124
Entity Registrant Name	MILLER INDUSTRIES INC /TN/
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1566286
Entity Address, Address Line One	8503 Hilltop Drive
Entity Address, City or Town	Ooltewah
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37363
City Area Code	423
Local Phone Number	238-4171
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MLR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000924822
Amendment Flag	false