8-K

United States

Securities And Exchange Commission

Washington, DC 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): August 3, 2022

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

37363

(Address of Principal Executive Offices)

(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 2.02 Results of Operations and Financial Condition.

On August 3, 2022, Miller Industries, Inc. (the “Company”) issued a press release (the “Earnings Release”) announcing its financial results for the quarter ended June 30, 2022.  A copy of the Earnings Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Miller Industries, Inc. dated August 3, 2022 announcing its financial results for the quarter ended June 30, 2022
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: August 3, 2022

‌​

EX-99.1

Exhibit 99.1

8503 Hilltop Drive, Ooltewah, TN 37363Telephone 423.238.4171

CONTACT:	Miller Industries, Inc.
	Debbie Whitmire, Chief Financial Officer (423) 238-4171
	Frank Madonia, General Counsel (423) 238-4171
	FTI Consulting, Inc.
	Investor Contact: Doug Cooper (212) 615-7103

MILLER INDUSTRIES REPORTS 2022 SECOND QUARTER RESULTS

CHATTANOOGA, Tenn., August 3, 2022/PRNewswire/ -- Miller Industries, Inc. (NYSE: MLR) (the "Company") today announced financial results for the second quarter ended June 30, 2022.

For the second quarter of 2022, net sales were $201.5 million, an increase of 11.2%, compared to $181.2 million for the second quarter of 2021. Net income in the second quarter of 2022 was $3.8 million, or $0.33 per diluted share, compared to net income of $6.5 million, or $0.57 per diluted share, in the prior year period, for decreases of 42.3% and 42.1%, respectively.

Gross profit for the second quarter of 2022 was $18.4 million, or 9.1% of net sales, compared to $20.6 million, or 11.4% of net sales, for the second quarter of 2021. Selling, general and administrative expenses were $12.7 million, or 6.3% of net sales, compared to $12.0 million, or 6.6% of net sales, in the prior year period.

For the six months ended June 30, 2022, net sales were $417.0 million, an increase of 18.8% compared to $351.1 million in the prior year period. The Company reported net income of $5.8 million, or $0.51 per diluted share for the first six months of 2022, compared to net income of $9.7 million, or $0.85 per diluted share for the first six months of 2021, for decreases of 39.9% and 40.0%, respectively.

The Company also announced that its Board of Directors has declared a quarterly cash dividend of $0.18 per share, payable September 12, 2022, to shareholders of record at the close of business on September 5, 2022, the forty-seventh consecutive quarter that the Company has paid a dividend.

“Supply chain issues persisted during the quarter, however, despite this, we were pleased with our ability to improve profitability as we navigate these challenging times,” said William G. Miller, II, Chief Executive Officer of the Company. “We continued to experience issues securing certain parts, which impacted the amount of finished goods we could deliver and our overall revenue growth. That said, the price increases we enacted through the first and second quarters of 2022 have begun to take effect and, as a result, profitability improved sequentially in the quarter, despite a slightly unfavorable product mix that impacted our consolidated gross margin.”

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MILLER INDUSTRIES REPORTS 2022 SECOND QUARTER RESULTS PAGE 2

Mr. Miller, II continued, “We continue to be extremely encouraged with the demand for our products and how this contributes to the continued strength in our backlog, as our backlog grew substantially in the second half of 2021 and has remained very stable to date in 2022. To meet this demand for our products, we are continuing our strategy of accumulating available inventory to service customers and quickly complete and deliver finished goods as soon as part sourcing allows, all while keeping disciplined capital allocation as a top priority. In the meantime, we will continue to focus on improving operational efficiency, mitigating inflationary impacts, providing excellent service to our customers, and delivering value for all stakeholders.”

“Although supply chain pressures are ever present in both our North American and foreign markets, we remain optimistic about our business’ long-term fundamentals. We have yet to see any significant slowdown in demand, despite the ongoing conflict in Ukraine. While the consequences of the war between Russia and Ukraine, and its ultimate effect on our business, are difficult to predict, we are encouraged by initial demand signals and the fact that the conflict has had limited impact on our European operations thus far,” concluded 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, August 4, 2022, at 2:00 PM ET. Listeners can access the conference call live and archived over the Internet through the following link:

https://app.webinar.net/6PQLokV4V83

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 August 11, 2022. The replay number is 1-844-512-2921, Passcode 13731792.

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 2022 SECOND 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. 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 from 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, economic and 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 as the economy and our markets recover from 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, and those risks discussed in our 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.

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Miller Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share data) (Unaudited)

		Three Months Ended					Six Months Ended
		June 30					June 30
					%					%
		2022		2021	Change		2022		2021	Change
NET SALES	$	201,500	$	181,158	11.2%	$	417,045	$	351,070	18.8%
COSTS OF OPERATIONS		183,126		160,568	14.0%		383,331		314,649	21.8%
GROSS PROFIT		18,374		20,590	(10.8)%		33,714		36,421	(7.4)%
OPERATING EXPENSES:
Selling, General and Administrative Expenses		12,651		12,019	5.3%		25,037		23,070	8.5%
NON-OPERATING (INCOME) EXPENSES:
Interest Expense, Net		628		340	84.7%		1,046		615	70.1%
Other (Income) Expense, Net		275		(48)	(672.9)%		327		228	43.4%
Total Expense, Net		13,554		12,311	10.1%		26,410		23,913	10.4%
INCOME BEFORE INCOME TAXES		4,820		8,279	(41.8)%		7,304		12,508	(41.6)%
INCOME TAX PROVISION		1,063		1,763	(39.7)%		1,482		2,814	(47.3)%
NET INCOME	$	3,757	$	6,516	(42.3)%	$	5,822	$	9,694	(39.9)%
BASIC INCOME PER COMMON SHARE	$	0.33	$	0.57	(42.1)%	$	0.51	$	0.85	(40.0)%
DILUTED INCOME PER COMMON SHARE	$	0.33	$	0.57	(42.1)%	$	0.51	$	0.85	(40.0)%
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.18	$	0.18	0.0%	$	0.36	$	0.36	0.0%
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		11,417		11,411	0.1%		11,417		11,411	0.1%
Diluted		11,417		11,411	0.1%		11,421		11,411	0.1%

Miller Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

	June 30,
	2022		December 31,
	(Unaudited)		2021
ASSETS
CURRENT ASSETS:
Cash and temporary investments	$	31,129	$	54,332
Accounts receivable, net of allowance for credit losses of $1,230 and $1,155 at June 30, 2022 and December 31, 2021, respectively		191,246		153,977
Inventories, net		141,191		114,908
Prepaid expenses		7,446		5,751
Total current assets		371,012		328,968
NONCURRENT ASSETS:
Property, plant and equipment, net		113,550		96,496
Right-of-use assets - operating leases		1,050		1,231
Goodwill		11,619		11,619
Other assets		618		533
TOTAL ASSETS	$	497,849	$	438,847
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	137,702	$	119,029
Accrued liabilities		25,397		24,866
Current portion of operating lease obligation		326		361
Current portion of finance lease obligation		4		15
Total current liabilities		163,429		144,271
NONCURRENT LIABILITIES:
Long-term obligations		40,000		—
Noncurrent portion of operating lease obligation		722		870
Deferred income tax liabilities		5,232		5,170
Total liabilities		209,383		150,311
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 June 30, 2022 and December 31, 2021, respectively		114		114
Additional paid-in capital		151,946		151,449
Accumulated surplus		143,631		141,918
Accumulated other comprehensive loss		(7,225)		(4,945)
Total shareholders' equity		288,466		288,536
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	497,849	$	438,847

XML

Document and Entity Information	Aug. 03, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2022
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