MILLER INDUSTRIES INC /TN/

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2026 (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 2026 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026. 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, 2025 (the “2025 Form 10-K”).

The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from the applicable period end (December 31 st or September 30 th) by 31 days (or less) to facilitate timely reporting.

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.

Fair value measurements are classified under the following fair value hierarchy:

*Level 1:*Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Inputs, other than quoted market prices included in Level 1 that are observable either directly or indirectly for the asset or liability.

*Level 3:*Unobservable inputs are used when little or no market data is available, and if there is little or no market data for the asset or liability at the measurement date.

Items Measured at Fair Value on a Recurring Basis

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair value because of the short-term maturity of these instruments at September 30, 2026 and December 31, 2025. The carrying values of the indebtedness under the Company’s first amendment to the loan agreement with First Horizon Bank were not materially different than the estimated fair values because the interest rate approximated rates currently available to the Company as of September 30, 2026 and December 31, 2025.

Items Measured at Fair Value on a Non-Recurring Basis

The Company measures certain assets and liabilities at fair value on a non-recurring basis. As of September 30, 2026 and December 31, 2025, there were no significant assets or liabilities measured at fair value on a non-recurring basis outside of impairment assessments around

Property, Plant, and Equipment, and Goodwill as described in Note 1 – “Organization and Summary of Significant Accounting Policies” in the 2025 Form 10-K, and the fair value of assets and liabilities explained in Note 2 – “Business Combinations” in this Form 10-Q.

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 2025 Form 10-K. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2026.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. Theamendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not been issued or made available for issuance. The Company adopted the guidance in the fiscal year beginning January 1, 2025 and the additional disclosure has been added to Note 8 – “Income Taxes” in the 2025 Form 10-K.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company adopted ASU 2025-05 on a prospective basis effective January 1, 2026 and did not elect the practical expedient. The adoption did not have a material impact on the Company's condensed consolidated financial statements.

There were no other new material accounting standards adopted in the nine months ended September 30, 2026.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), and clarified by ASU 2025-01, which provides investors with a better understanding of the major components of an entity’s income statement. The pronouncement is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. 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 hasone reportable segment identified as towing and recovery equipment, which is manufactured in the United States, United Kingdom, France, and Italy. The Company designs and manufactures bodies of car carriers and wreckers, which are installed on chassis (manufactured by third parties) and sold to our customers. Net sales is primarily derived from the sale of towing and recovery equipment through our distributor network or directly to end-user customers.

The Company’s chief operating decision maker (the “CODM”) is the President and Chief Executive Officer of the Company. 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 2025 Form 10-K. 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:

**2.**BUSINESS COMBINATIONS

On December 2, 2025, the Company completed the acquisition of 100% of the outstanding equity interests in Omars – S.p.A. (“Omars”), an Italian company. Omars manufactures towing and recovery equipment in Italy and sells its products and services in Europe and various other regions. The acquisition of Omars provides additional manufacturing capacity and expands the Company’s market footprint outside the United States.

The purchase price, totaling approximately$21.8 million, was comprised of cash on hand and by drawing on the Company’s existing revolving credit facility.

The allocation of the consideration for the acquisition of Omars was as follows:

The fair value of the assets acquired included trade receivables of$4.8 million that were not purchased financial assets with credit deterioration. The Company did not incur any markdowns of trade receivables or corresponding credit losses.

The Company engaged a third party to perform a valuation of Omars, which included intangible assets, real estate, and other tangible assets. The final valuation performed by the third party determined the fair value of trademark and trade names to be$2.8 million and fair value of customer relationships to be$4.0 million. Of the total value of$9.2 million, real estate was valued at$2.3 million, industrial buildings valued at$5.5 million, and the remainder of tangible assets valued at$1.5 million.

Transaction costs incurred in the acquisition were not material and were primarily related to legal, accounting, and consulting services and were expensed as incurred through September 30, 2026. These costs are included in Selling, General and Administrative expenses in the consolidated statements of income.

The December 2025 fair values of the assets acquired were based on management’s estimates and assumptions, as well as other information compiled by management. In September 2026, the estimated net fair value of the assets and liabilities of Omars was adjusted based on final valuations provided by the third party, as well as the final net working capital adjustments. The fair value step-ups created differences between financial reporting bases and tax bases resulting in a deferred tax asset of$0.6 million and a deferred tax liability of$3.1 million. These valuation adjustments positively impacted the Company’s financial results for the third quarter of 2026 by approximately$1.0 million, of which$0.6 million was related to tax amortization benefits.

The results of operations of Omars for the period from the December 2, 2025 acquisition date through September 30, 2026, are included in the accompanying consolidated statements of income. Transaction costs associated with the acquisition were not significant.

Pro Forma Consolidated Financial Information (Unaudited)

The results of operations for Omars, and the adjusted fair values of the assets acquired, and liabilities assumed have been included in the Company’s consolidated financial statements since the date Omars acquired 100% of the outstanding equity interests in Omars – S.p.A. For the three months ended September 30, 2026, Omars contributed approximately$8.8 million to the Company’s revenues and increased pretax income by approximately$1.7 million. For the nine months ended September 30, 2026, Omars contributed approximately$25.0 million to the Company’s revenues and increased pretax income by approximately$1.3 million.

The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Omars for the periods as shown as if the acquisition had occurred on January 1, 2025. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties.

The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.

**3.**INVENTORY

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:

For the three- and the nine-month periods ended September 30, 2026 and 2025, the Company didnot recognize impairment of inventory.

As of September 30, 2026 and December 31, 2025, the Company’s balances are presented net of inventory reserves of$9.2 million and$6.3 million, respectively.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

For the three months ended September 30, 2026 and 2025, depreciation expense related to property, plant and equipment was$3.3 million and$3.5 million, respectively. For the nine months ended September 30, 2026 and 2025, depreciation expense related to property, plant and equipment was$11.5 million and$10.9 million, respectively.

5.** **LONG-TERM OBLIGATIONS

Credit Facility

The Company’s loan agreement with First Horizon Bank, which governs its$100.0 million amended 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. In the absence of default, all borrowings under the credit facility bear interest at the one-month Term Secured Overnight Financing Rate (SOFR) plus 1.00% or 1.25% per annum.

We were in compliance with all covenants under the credit facility throughout 2025 and the first nine months of 2026. The Company pays a quarterly 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.

We are currently in negotiations for a new revolving credit facility to replace our existing revolving credit facility and anticipate that our new loan agreement will be finalized by the end of 2026 on terms similar to those of the existing loan agreement. However, there can be no assurance that we will be able to refinance the existing revolving credit facility on terms and conditions acceptable to us, or at all, or on a timely basis.

Forthe three months ended September 30, 2026, there wasno interest expense on the credit facility and$0.7 million of interest expense on the credit facility for the comparable period in 2025. For the nine months ended September 30, 2026 and 2025, interest expense on the credit facility was$0.6 million and$2.6 million, respectively. The Company hadno outstanding borrowings under the credit facility as of September 30, 2026 and$30.0 million as of December 31, 2025.

6. INCOME TAXES

As of September 30, 2026, the Company hadno federal net operating loss carryforwards. As of September 30, 2026 and December 31, 2025, state net operating loss carryforwards were$10.8 million.

7. 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 2034. 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:

The following table summarizes supplemental cash flow information related to leases:

The following table presents other lease information related to the Company’s leases:

Future lease payments under non-cancellable leases as of September 30, 2026 were as follows:

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 both the three- and the nine-month periods ended September 30, 2026 and 2025, the related party lease cost was$0.1 million. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of$0.1 million during both the three months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026 and 2025, the related lease cost was$0.4 million and$0.2 million respectively.

8. COMMITMENTS AND CONTINGENCIES

Commitments

As of September 30, 2026 and December 31, 2025, the Company had commitments of approximately$84.3 million and$15.5 million, respectively, for construction and acquisition of property, plant and equipment. The increase in commitments was due to the progress made on the plant expansion project in Ooltewah, TN. In March 2026, our Board of Directors authorized a plant expansion at our Ooltewah, TN facility, which we expect will improve our flexibility and enhance our heavy-duty production capacity. We anticipate the total cost of this project to be approximately$100.0 million. The site preparation for this project began in the second quarter of 2026 and construction of the building is underway and expected to be completed by the end of 2027.

Additionally, during the third quarter of 2026, the Company continued its investments in automation and the use of robotics in its production processes to streamline efficiency.

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. During the second half of 2025, work was performed to prepare the site and finalize the design. Construction for this project commenced during the second quarter of 2026 and is expected to be completed in the first quarter of 2027.

Contingencies

The Company has entered into arrangements with third-party lenders where it has agreed to repurchase products that are repossessed from our independent distributors in the event of default. These arrangements are typically subject to a maximum repurchase amount. As of September 30, 2026 and year ended December 31, 2025, the maximum amount of collateral the Company could be required to purchase was$89.3 million and$118.6 million, respectively. The Company’s financial exposure under these arrangements is limited to the difference between the amount paid to third-party lenders for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. The Company hadno repurchases of inventory during the nine months ended September 30, 2026 and year ended December 31, 2025 and management concluded that any liability to be recognized for expected losses under these arrangements was neither probable nor material.

Litigation

We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. The Company has established accruals for matters that are probable and reasonably estimable, and maintains product liability and other insurance that management believes to be adequate. Although management believes that any pending claims and lawsuits will not have a significant impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters is subject to inherent uncertainties and management’s assessment may change depending on future events.

9. SHAREHOLDERS’ EQUITY** **

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 125,000 shares under share-based awards to non-employee directors of the Company. The 2023 Plan provides for the grant of restricted stock, restricted stock units, unrestricted shares of common stock and non-statutory stock options, or any combination thereof on the first business day after each annual meeting of shareholders of the Company. The 2023 Plan will terminate on May 26, 2033.

2025 Stock Incentive Plan

Effective May 2025, the Company adopted the Miller Industries, Inc. 2025 Stock Incentive Plan (the “2025 Plan”). Pursuant to the 2025 Plan, the Board of Directors may grant up to 500,000 shares of common stock under share-based awards to employees, directors, consultants, advisors, and other persons who perform services for the Company or a subsidiary. The 2025 Plan provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, other awards or any combination thereof. The 2025 Plan will terminate on March 31, 2035. The 2025 Plan replaces the Miller Industries, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). While previously-granted awards remain outstanding under the 2016 Plan, no new awards can be granted under that plan.

Restricted Stock Units

The Company’s equity incentive plan awards issued and outstanding as of September 30, 2026 and December 31, 2025 consisted only of time-based restricted stock units (“RSUs”). Each RSU represents a contingent right to receiveone share of the Company’s common stock. Time-based RSUs, once granted, are subject only to time-based service conditions. Executive officer time-based RSU awards vest ratably over three to five years (depending on award granted) and non-employee director time-based RSU awards cliff-vest after one year.

The following table summarizes all transactions related to restricted stock units granted under the 2016 Plan, the 2023 Plan, and the 2025 Plan for the nine months ended September 30, 2026:

The following table provides additional data related to restricted stock unit grants under the 2016 Plan, the 2023 Plan, and the 2025 Plan:

Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statements of income, using the graded attribution method over the requisite service period.

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$25.0 million of the Company’s common stock with no expiration date (the “Repurchase Program”). Repurchases under the Repurchase Program may be made on the open market, in privately negotiated transactions, block purchases, or otherwise as permitted by the federal securities laws and other legal and contractual requirements and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The number of shares to be repurchased and the timing of any repurchases will depend on a number of factors, including share price, economic and market conditions, and corporate requirements, among others. The Company may choose to suspend or discontinue the Repurchase Program at any time. The cost of the shares repurchased will be funded from our available cash and cash equivalents and borrowings under our credit facility.

For accounting purposes, common stock repurchased under the Repurchase Program is recorded based upon the settlement date of the applicable trade (though such repurchases may not be reflected in the stock records of the Company’s transfer agent on such date). During the nine months ended September 30, 2026 the Company had repurchased 150,052 shares of common stock pursuant to the Repurchase Program. The total cost of the shares repurchased during the nine months ended September 30, 2026 was$7.4 million with an average price of$49.16 per share.

10. REVENUE

All of our operating revenue is generated from contracts with customers. Our primary source of revenue is generated from sales of towing and recovery equipment. Because our product lines have substantially similar characteristics, the Company has identifiedone operating segment regularly reviewed to assess performance and allocate resources. Alternatively, the Company uses a geographic approach to track revenues by geographic regions.

Net revenues by geographic region are as follows:

Concentrations of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. As of September 30, 2026 and December 31, 2025, the Company had cash depositednet of outstanding checks of$60.4 million and$44.7 million, respectively, held in multiple high-credit quality financial institutions. We attempt to limit our credit risk associated with accounts receivable by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses.

No single customer accounted for more than 10% of the Company’s total revenues for the three or the nine months ended September 30, 2026 or the comparable periods in 2025.

As of September 30, 2026, one customer accounted for more than 10% of the Company’s trade receivable, totaling 11.6%. As of December 31, 2025, no single customer accounted for more than 10% of the Company’s total trade receivable.

11. EARNINGS PER SHARE

The following table reconciles the number of shares of common stock used to compute basic and diluted earnings per share of common stock:

12. SUBSEQUENT EVENTS

Dividends

On November 2, 2026, the Board of Directors of the Company declared a quarterly cash dividend of$0.21 per share. The dividend is payable December 14, 2026, to shareholders of record as of December 7, 2026.