MILLER INDUSTRIES INC TN

For the period ended Dec 31, 2023. Filed Mar 6, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 6, 2024

MLR$48.10-1.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

ITEM 15.** EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

(a)The following documents are filed as part of this report:

1 Financial Statements: See our consolidated financial statements under Item 8.

2 Financial Statement Schedule:

See “Schedule II – Valuation and Qualifying Accounts” within Item 15 below

Certain Financial Statement Schedules have been omitted since they are either not required, not applicable or the information is otherwise included.

3 Exhibits. See “Index to Exhibits” within Item 15 below.

SCHEDULE II –VALUATION AND QUALIFYING ACCOUNTS

· · · · · · · · · ·
· · Balance at Beginning of Period · · Charged to Expense · · Accounts Written Off · · Balance at End of Period
(in thousands) · · · · · · · · · ·
Year ended December 31, 2023 · ·
Deduction from asset accounts: · ·
Allowance for credit losses	$1,319	208	—	$1,527

Year ended December 31, 2022
Deduction from asset accounts:
Allowance for credit losses	$1,155	174	(10)	$1,319

Year ended December 31, 2021
Deduction from asset accounts:
Allowance for credit losses	$1,295	(137)	(3)	$1,155

INDEX TO EXHIBITS


Exhibit No.	Description
3.1	Charter, as amended, of the Registrant (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, filed with the SEC on April 22, 2002)

3.2	Fourth Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2023)

4.1	Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed with the SEC on March 4, 2020)

10.1	Form of Noncompetition Agreement between the Registrant and certain officers of the Registrant (incorporated by reference to Exhibit 10.28 on Form S-1 (Registration No. 33-79430), filed with the SEC in August 1994)

10.2	Form of Indemnification Agreement by and between the Registrant and each executive officer of the Registrant** (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on September 14, 1998)

10.3	Form of Indemnification Agreement for Directors by and between the Registrant and each director of the Registrant** (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 30, 2023)

10.4	Miller Industries, Inc. 2005 Equity Incentive Plan**(incorporated by reference to Annex B on Schedule 14A, filed with the SEC on May 2, 2005)


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PART III	OTHER KEY INFORMATION


Exhibit No.	Description
10.5	2013 Non-Employee Director Stock Plan** (incorporated by reference to Annex A on Schedule 14A, filed with the SEC on April 22, 2013)

10.6	Amendment No. 1 to Miller Industries, Inc. 2013 Non-Employee Director Stock Plan** (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 15, 2017)

10.7	Miller Industries, Inc. 2016 Stock Incentive Plan ** (incorporated by reference to Appendix A on Schedule 14A, filed with the SEC on April 19, 2017)

10.8	Miller Industries, Inc. 2023 Non-Employee Director Stock Plan (incorporated by reference to Annex A on Schedule 14A, filed with the SEC on May 2, 2023)

10.9	2023 Executive Annual Bonus Plan*

10.10	Change in Control Severance Plan of the Registrant** (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2023)

10.11	Amended and Restated Loan Agreement, dated as of December 21, 2020, by and among the Registrant, certain of the Registrant’s wholly-owned subsidiaries, and First Horizon Bank (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on December 23, 2020)

10.12	Amended and Restated Master Revolving Credit Note dated as of December 21, 2020 issued by the Registrant to First Horizon Bank (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on December 23, 2020)

10.13	First Amendment to the Amended and Restated Loan Agreement, dated as of October 28, 2022, by and among the Registrant, certain of the Registrant’s wholly-owned subsidiaries, and First Horizon Bank (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on November 3, 2022)

10.14	Amended and Restated Master Revolving Credit Note dated as of October 28, 2022, issued by the Registrant to First Horizon Bank (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on November 3, 2022)

10.15	Form of Restricted Stock Unit Award Agreement** (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 7, 2022)

10.16	Asset Purchase Agreement, dated May 31, 2023, by and among Miller Industries, Inc., VAC, Inc., Southern Hydraulic Cylinder, Inc., F. Stephen Miller, The Estate of William M. Buchanan, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on June 1, 2023)

10.17	Cooperation Agreement by and among the Company and the Lakeview Parties, effective as of March 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 10, 2023)

21	Subsidiaries of the Registrant*

23.1	Consent of Elliott Davis, LLC*

24	Power of Attorney (see signature page)*

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

31.2	Certification Pursuant to Rule 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±


PART IV	OTHER KEY INFORMATION


Exhibit No.	Description

97.1	Excess Incentive-Based Compensation Recoupment Policy of the Registrant*

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 Annual Report on Form 10-K for the year ended December 31, 2023, has been formatted in Inline XBRL

*Filed herewith

Exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, 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.

**	Management contract or compensatory plan or arrangement.

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