MILLER INDUSTRIES INC TN

Previous wording

The MD&A should be read in conjunction with our Annual Report on Form 10-K filed with the SEC for fiscal year ended December 31, 2023 and the unaudited condensed consolidated financial statements and the accompanying notes thereto included herein.

Current wording

The MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the unaudited condensed consolidated financial statements and the accompanying notes thereto included herein.

Previous wording

To facilitate timely reporting, the condensed consolidated financial statements include accounts of certain subsidiaries whose closing dates differ from March 31 st by 31 days (or less).

Current wording

To facilitate timely reporting, the condensed consolidated financial statements include accounts of certain subsidiaries whose closing dates differ fromthe applicable period end (December 31 st or June 30 th)by 31 days (or less).

Previous wording

The Company develops innovative high-quality towing and recovery equipment worldwide. We design and manufacture bodies of car carriers and wreckers, which are installed on chassis manufactured by third parties, which are sold to our customers under our Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan® and Eagle® brand names.

Current wording

We develop innovative high-quality towing and recovery equipment worldwide. We design and manufacture bodies of car carriers and wreckers, which are installed on chassis manufactured by third parties and then sold to our customers under our Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan®, and Eagle® brand names.

Previous wording

Our products are primarily marketed and sold through a network of distributors that serve all 50 states, Canada, Mexico and other foreign markets, and through prime contractors to governmental entities. Further, we have substantial distribution capabilities in Europe as a result of our ownership of Jige International S.A. and Boniface Engineering, Ltd. While most of our distributor agreements do not generally contain exclusivity provisions, management believes our independent distributors do not offer products of any other towing and recovery equipment manufacturer, which we believe is a testament of their loyalty to our brands.

Current wording

Our products are primarily marketed and sold through a network of distributors that serve all 50 states, Canada, Mexico and other foreign markets, and through prime contractors to governmental entities. Furthermore, we have substantial distribution capabilities in Europe as a result of our ownership of Jige International S.A. and Boniface Engineering, Ltd. While most of our distributor agreements do not generally contain exclusivity provisions, management believes our independent distributors do not offer products of any other towing and recovery equipment manufacturer. We believe this is a testament of their loyalty to our brands.

Previous wording

Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing 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. In addition, our recent domestic plant expansion and modernization projects have installed sophisticated robotics and implemented other advanced technologies to increase our production capacity and optimize our manufacturing processes, including investing in part re-design capabilities that allows for more flexibility in our manufacturing and sourcing. These projects were completed during the period from 2017 to 2021 at a cost of over $82.0 million. We completed phase one of the implementation of an enterprise software solution during 2021, and we continued to implement additional functionality available in the solution in 2022 and 2023. We expect this software to substantially improve our administrative efficiency and customer service levels. As we retain our focus toward modernization, we expect to continue to invest in robotics and automated material handling equipment across all of our domestic manufacturing facilities.

Current wording

Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing research and development facility in Chattanooga in 2019, where we pursue various innovations in our products and manufacturing processes, some of which are intended to enhance the safety of our employees and reduce our environmental impact. Our investments in strategic and planned projects have contributed to our increased production capacity and optimized our manufacturing processes, including investing in component re-design capabilities that allow for more flexibility in our manufacturing and sourcing. Our recent domestic plant expansion and modernization projects have installed sophisticated robotics systems and other advanced technologies to complement our talented workforce. The projects completed during the period from 2017 to 2021 were at a cost of over $82 million. As we continue to focus on modernization and operational excellence, we expect to continue to invest in robotics and automated material handling equipment across all our domestic manufacturing facilities.

Previous wording

Continuing in 2024, our strong backlog allowed revenues to increase as parts became more available due to supply chain improvements and actions we took to diversify and increase the flexibility of our supply chain. Gross margin also steadily improved due to our pricing actions, productivity improvements and the stabilizing of raw material costs. In addition, with the acquisition of SHC, we were able to enhance the stability of our supply chain. The combination of favorable macroeconomic trends and improved productivity resulted in increased net income for the period.

Current wording

Continuing in 2024, our strong backlog allowed revenues to increase as a result of the actions we took to diversify and increase the flexibility of our supply chain, as well as the increased availability of parts and components due to global supply chain improvements. Gross margin also steadily improved due to our pricing actions, productivity improvements, and the stabilizing of raw material costs. The combination of favorable macroeconomic trends and improved productivity resulted in increased net income for the period.

Previous wording

Based on our strong backlog, the price increases and productivity improvements we have implemented, lessening supply chain disruptions and easing inflationary pressures, our operating results improved throughout fiscal 2023 and for the period ended March 31, 2024, and we believe we are well-positioned to continue enhancing our operating results. However, our performance will be heavily influenced by, among other things, whether supply chain constraints and inflationary pressures continue to lessen or worsen, the continuing impact of geopolitical factors, the threat of recession and general

Current wording

Based on our strong backlog, price increases, and productivity improvements we have implemented, lessening supply chain disruptions and easing inflationary pressures, our operating results improved throughout fiscal 2023 and through the six months ended June 30, 2024, and we believe we are well-positioned to continue enhancing our operating results. However, our performance will be heavily influenced by, among other things, supply chain constraints, inflationary pressures, the continuing impact of geopolitical factors, the threat of recession, and general economic factors. The impact of these factors remains largely out of our control, and we currently anticipate that these factors could have an adverse impact on our production capabilities, financial results, and cash flows through the second half of 2024.

Previous wording

Our condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates. Certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimations and assumptions. The accounting policies deemed to be most critical to our financial position and results of operations are those related to accounts receivable, inventory, long-lived assets, warranty reserves, revenues, and income taxes. There have been no significant changes in our critical accounting policies during the three months ended March 31, 2024, from the information provided under the heading “Critical Accounting Policies and Sensitive Accounting Estimates” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC for fiscal year ended December 31, 2023.

Current wording

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 six months ended June 30, 2024, from the information provided under the heading “Critical Accounting Policies and Sensitive Accounting Estimates” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Previous wording

Net sales for the three months ended March 31, 2024 were $349.9 million compared to $282.3 million for the comparable period in fiscal 2023, an increase of 23.9%. The increase in net sales was primarily driven by increases in production volume due to supply chain improvements and continued strong customer demand.

Current wording

Net sales for the three months ended June 30, 2024 were $371.5 million compared to $300.3 million for the corresponding period in fiscal 2023, an increase of 23.7%. The increase in net sales was primarily driven by increases in production volume due to supply chain improvements and continued strong customer demand.

Previous wording

Net foreign sales for the three months ended March 31, 2024 were $31.3 million compared to $24.1 million for the comparable period in 2023, an increase of 30.0%.

Current wording

Net foreign sales for the three months ended June 30, 2024 were $30.8 million compared to $27.9 million for the corresponding period in fiscal 2023, an increase of 10.0%.

Previous wording

Gross profit is equal to net sales less cost of operations. Gross profit for the three months ended March 31, 2024 was $44.2 million compared to $30.4 million for the comparable period in fiscal 2023, an increase of 45.5%. Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.

Current wording

Gross profit is equal to net sales less cost of operations. Gross profit for thethree months ended June 30, 2024 was$51.1 million compared to $39.9 million for thecorresponding period in fiscal 2023, an increase of 27.9%. Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2024 were $21.5 million compared to $17.9 million for the comparable period in fiscal 2023, an increase of 20.2%. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense and incentives for all employees, investor relations activity, increased expenses associated with increased sales volume and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of net sales, selling, general and administrative expenses decreased to 6.2% for the three months ended March 31, 2024, from 6.3% for the comparable period in fiscal 2023.

Current wording

Selling, general and administrative expenses for the three months ended June 30, 2024 were $22.8 million compared to $19.5 million for the corresponding period in fiscal 2023, an increase of 16.9%. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense and incentives for all employees, investor relations activity, increased expenses associated with increased sales volume, and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of net sales, selling, general and administrative expenses decreased to 6.1% for the three months ended June 30, 2024, from 6.5% for the comparable period in fiscal 2023.

Previous wording

Interest expense, net for the three months ended March 31, 2024 was $1.2 million compared to $1.0 million for the comparable period in fiscal 2023, an increase of 23.0%. Increases in interest expense, net were primarily due to increases in floor plan interest payments, increased borrowings, and increased interest rates, offset by interest income.

Current wording

Interest expense, net for the three months ended June 30, 2024 was $2.0 million compared to $1.7 million for the corresponding period in fiscal 2023, an increase of 20.5%. Increases in interest expense, net were primarily due to increases in borrowings, increased floor plan interest payments, and increased interest rates, offset by interest income.

Previous wording

Cost of operations for the three months ended March 31, 2024 were $305.6 million compared to $251.9 million for the comparable period in fiscal 2023, an increase of 21.3%. The increase in cost of operations was primarily attributed to increased deliveries resulting from continued stabilization in our supply chain.

Current wording

Cost of operations for the six months ended June 30, 2024 were $626.0 million compared to $512.2 million for thecorresponding period in fiscal 2023, an increase of 22.2%. The increase in cost of operations was primarily attributed to increased deliveries resulting from continued stabilization in our supply chain.

Previous wording

The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.2 million and gain of $0.3 million for the three months ended March 31, 2024 and 2023, respectively. Other (income) expense for the three months ended March 31, 2024 includes $0.2 million of other income.

Current wording

The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.2 million and gain of $0.6 million for the six months ended June 30, 2024 and 2023, respectively. Other (income) expense for the six months ended June 30, 2024 includes $0.2 million of other income.

Previous wording

The provision for income taxes for the three months ended March 31, 2024 and 2023 reflects a combined federal, state and foreign tax rate of 20.8% and 21.9%, 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.

Current wording

The provision for income taxes for the six months ended June 30, 2024 and 2023 reflects a combined federal, state, and foreign tax rate of 21.4% and 21.6%, 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.

Previous wording

We currently believe that, based on available capital resources and projected operating cash flow, we have adequate capital resources to fund our operations and expected future cash needs over the next 12 months. However, our ability to satisfy our cash needs will substantially depend upon a number of factors, including our future operating performance, and the economic, regulatory and other factors discussed elsewhere in this Quarterly Report, many of which are beyond our control.

Current wording

We currently believe that, based on available capital resources and projected operating cash flows, we have adequate capital resources to fund our operations and expected future cash needs over the next 12 months. However, our ability to satisfy our cash needs will substantially depend upon a number of factors, including our future operating performance, and the economic, regulatory and other factors discussed elsewhere in this Quarterly Report, many of which are beyond our control.

Previous wording

As of March 31, 2024, we had cash and temporary investments of $26.8 million, and $45.0 million in available borrowings under our credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends, purchases pursuant to our recently announced share repurchase program, and principal and interest payments on indebtedness. At March 31, 2024, the Company had commitments of approximately $5.8 million for the acquisition of property, plant and equipment and commitments of approximately $1.4 million in software license fees related to the implementation of our enterprise software solution.

Current wording

As of June 30, 2024, we had cash and temporary investments of $23.8 million, and $30.0 million in available borrowings under our credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends, purchases pursuant to our stock repurchase program, and principal and interest payments on indebtedness.

Previous wording

The cash and temporary investments balance at March 31, 2024 included $18.3 million of cash held by subsidiaries outside of the United States.

Current wording

The cash and temporary investments balance at June 30, 2024 included $15.4 million of cash held by subsidiaries outside of the United States.

Previous wording

Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases and payments to vendors and tax payments in the regular course of business.

Current wording

Changes in working capital, which impact operating cash flows, can vary significantly depending on factors such as the timing of customer payments, inventory purchases and payments to vendors, and tax payments in the regular course of business.

Previous wording

During the three months ended March 31, 2024, net cash provided by operating activities was $9.0 million compared to net cash used in operating activities of $6.8 million in the comparable period in 2023. Cash provided by operating activities is generally attributable to the receipt of payments from our customers as settlement of their contractual obligation once we have fulfilled all performance obligations related to our contracts with them. These cash receipts are netted with payments for purchases of inventory, payments for materials used in manufacturing and other payments that are necessary in the ordinary course of our operations, such as those for utilities and taxes. The change in operating activities is primarily due to increased net income and a stabilization of changes in operating assets and liabilities as a result of improved availability of purchased components.

Current wording

During the six months ended June 30, 2024, net cash used in operating activities was $1.7 million compared to net cash provided by operating activities of $2.9 million in the comparable period in fiscal 2023. Cash 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, payments for materials used in manufacturing, and other payments that are necessary in the ordinary course of our operations, such as those for utilities and taxes. The change in operating activities is due to increased net income that was offset primarily by increased accounts receivable as a result of OEM chassis deliveries, as well as the timing of major components, creating an installation backlog throughout our distribution network and delays in completion of the retail product.

Previous wording

During the three months ended March 31, 2024, cash used in investing activities was $4.7 million compared to cash used in investing activities of $1.7 million for the comparable period in 2023. The increase in cash used in investing activities was primarily for purchases of property, plant and equipment. We also continued to invest in manufacturing automation and ERP system enhancements.

Current wording

During the six months ended June 30, 2024, cash used in investing activities was $7.7 million compared to cash used in investing activities of $24.2 million for the comparable period in fiscal 2023. The cash used in investing activities was primarily for purchases of property, plant and equipment as we continue to invest in manufacturing automation and ERP system enhancements. The prior year included $17.8 million for the acquisition by SHC.

Previous wording

There have been no material changes to our contractual obligations from what was previously disclosed in our Annual Report on Form 10-K filed with the SEC for fiscal year ended December 31, 2023.

Current wording

As of June 30, 2024, we had commitments of approximately $17.0 million for the acquisition of property, plant and equipment and commitments of approximately $0.5 million in software license fees related to the implementation of our enterprise software solution. This increase was due to our continued investments in automation and the use of robotics in our production processes to streamline efficiency. There have been no other material changes to our contractual obligations from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Previous wording

The Company had outstanding borrowings of $55.0 million and $60.0 million under the credit facility at March 31, 2024 and December 31, 2023, respectively. See the disclosure under the heading “Credit Facility” in Note 5 of the “Notes to Condensed Consolidated Financial Statements” in this Quarterly Report on Form 10-Q for additional information regarding the Company’s credit facility.

Current wording

The Company had outstanding borrowings of $70.0 million and $60.0 million under the credit facility at June 30, 2024 and December 31, 2023, respectively. See the disclosure under the heading “Credit Facility” in Note 5 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s credit facility.

Previous wording

As of May 1, 2024, the outstanding balance on our credit facility was $65.0 million.

Current wording

As of August 1, 2024, the outstanding balance on our credit facility was $70.0 million.

Previous wording

Prior to applying a discount rate to our lease liabilities, we had approximately $0.8 million and $0.9 million in non-cancelable operating lease obligations at March 31, 2024 and December 31, 2023, respectively. We had no non-cancelable finance lease obligations as of March 31, 2024 and December 31, 2023.

Current wording

Prior to applying a discount rate to our lease liabilities, we had approximately $0.7 million and $0.9 million in non-cancelable operating lease obligations at June 30, 2024 and December 31, 2023, respectively. We had no non-cancelable finance lease obligations as of June 30, 2024 and December 31, 2023.

Previous wording

Capital expenditures during the period ended March 31, 2024 and 2023 were $4.7 million and $1.7 million, respectively. We make ongoing capital investments in our property, plant and equipment, and continue to increase purchases of materials, components and chassis to ramp up production to meet demand, which has been at historic levels. We believe that in periods of normalized supply chain, our historical capital investments in our manufacturing facilities and other capital assets will increase the production capacity and efficiencies of our operations. See “Cash Flows” – “Cash Flows provided by (used in) Investing Activities” contained within this MD&A for additional discussion on capital expenditures.

Current wording

Capital expenditures during the six months ended June 30, 2024 and 2023 were $7.8 million and $6.6 million, respectively. We make ongoing capital investments in our property, plant and equipment to increase our production capacity and the efficiencies of our operations. See “Cash Flows” – “Cash Flows provided by (used in) Investing Activities” contained within this MD&A for additional discussion on capital expenditures.