UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended	June 30, ~~2021~~2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________________________ to ________________________________________


Commission file number	001-14124

MILLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Tennessee		62-1566286
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

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, former address and former fiscal year, if changed since last report)

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


Title of Each Class	Trading Symbol	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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☒

	Non-accelerated filer ☐	Smaller reporting company ☐

	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, par value $.01 per share, as of July ~~30, 2021~~29, 2022 was ~~11,410,728.~~11,416,716.

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Index


			Page Number
PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021	23

		Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	34

		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	45

		Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	56

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	68

		Notes to Condensed Consolidated Financial Statements	79

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1215

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1619

	Item 4.	Controls and Procedures	1719

PART II		OTHER INFORMATION

	Item 1.	Legal Proceedings	1720

	Item 1A.	Risk Factors	1720

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1920

	Item 3.	Defaults Upon Senior Securities	1920

	Item 4.	Mine Safety Disclosures	1920

	Item 5.	Other Information	1920

	Item 6.	Exhibits	2021

SIGNATURES			2223

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FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including but not limited to statements made in Part I, Item 2–“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” statements made with respect to future operating results, expectations of future customer orders and the availability of resources necessary for our business 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 ~~overall~~war in Ukraine, the impact of the COVID-19 pandemic ~~on the Company’s revenues, results of operations~~ and ~~financial condition;~~supply chain difficulties;

●

~~the duration and severity of the COVID-19 pandemic, including actions that may be taken by government authorities and others to address or otherwise mitigate the impact of the COVID-19 pandemic;~~

●

~~the cyclical nature of our industry and changes in consumer confidence;~~ economic and market conditions, including the negative impacts ~~of the COVID-19 pandemic~~ on ~~global economies and~~ the Company’s customers, suppliers and ~~employees;~~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 ~~our~~purchased component parts, chassis and raw materials, including aluminum, steel, and petroleum-related ~~products and other purchased component parts, as well as truck chassis;~~products;

●

increased employee turnover rates and problems hiring or retaining skilled labor to manufacture our ~~recent supply chain challenges and our ability to manage our inventory and our workforce to adapt to the increased complexity in our supply chain;~~

●

changes in price and availability (including as a result of the increased demand due to improving economic conditions, the impact of the COVID-19 pandemic and the imposition of additional tariffs) of aluminum, steel, petroleum-related products and other purchased component parts, as well as truck chassis;

●

~~delays in receiving supplies of such materials or parts, including as a result of the impact of the COVID-19 pandemic;~~products;

●

our customers’ and end users’ access to capital and credit to fund purchases;

●

operational challenges caused by increased sales volumes ~~in recent years, prior to~~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;~~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;

●

~~our ability to secure new government orders;~~

●

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;

~~Table of Contents~~

●

assertions against us relating to intellectual property rights;

●

~~problems hiring or retaining skilled labor;~~

●

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;

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●

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, including those risks referred to in Part II, Item 1A–“Risk Factors” in this Quarterly Report on Form 10-Q and those risks discussed in our other 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, ~~2020, as supplemented in our Quarterly Report on Form 10-Q for the quarter ended March 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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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

June 30,


2021

December 31,


(Unaudited)

2020
ASSETS

CURRENT ASSETS:

Cash and temporary investments

$
53,934

$
57,521
Accounts receivable, net of allowance for doubtful accounts of $1,369 and $1,295 at June 30, 2021 and December 31, 2020, respectively

161,778

141,642
Inventories, net

91,996

83,939
Prepaid expenses

7,453

3,167
Total current assets

315,161

286,269
NONCURRENT ASSETS:

Property, plant and equipment, net

98,820

98,620
Right-of-use assets - operating leases

1,359

1,468
Goodwill

11,619

11,619
Other assets

520

434
TOTAL ASSETS

$
427,479

$
398,410

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$
108,078

$
85,534
Accrued liabilities

24,177

24,773
Current portion of operating lease obligation

367

354
Current portion of finance lease obligation

22

21
Total current liabilities

132,644

110,682
NONCURRENT LIABILITIES:

Noncurrent portion of operating lease obligation

992

1,116
Noncurrent portion of finance lease obligation

4

15
Deferred income tax liabilities

4,261

4,144
Total liabilities

137,901

115,957

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS’ EQUITY:

Preferred stock, $0.01 par value; 5,000,000 shares authorized, NaN issued or outstanding

—

—
Common stock, $0.01 par value; 100,000,000 shares authorized, 11,410,728 and 11,405,468, outstanding at June 30, 2021 and December 31, 2020, respectively

114

114
Additional paid-in capital

151,449

151,249
Accumulated surplus

139,465

133,879
Accumulated other comprehensive loss

(1,450)

(2,789)
Total shareholders’ equity

289,578

282,453
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$
427,479

$
398,410


	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

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, NaN 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

The accompanying notes are an integral part of these financial statements.

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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


2021

2020

2021

2020

NET SALES

$
181,158

$
128,529

$
351,070

$
304,583
COSTS OF OPERATIONS

160,568

110,802

314,649

268,318
GROSS PROFIT

20,590

17,727

36,421

36,265

OPERATING EXPENSES:








Selling, general and administrative expenses

12,019

10,067

23,070

21,041

NON-OPERATING (INCOME) EXPENSES:








Interest expense, net

340

429

615

788
Other (income) expense, net

(48)

(275)

228

(184)
Total expense, net

12,311

10,221

23,913

21,645

INCOME BEFORE INCOME TAXES

8,279

7,506

12,508

14,620
INCOME TAX PROVISION

1,763

1,680

2,814

3,363
NET INCOME

$
6,516

$
5,826

$
9,694

$
11,257

BASIC INCOME PER COMMON SHARE

$
0.57

$
0.51

$
0.85

$
0.99

CASH DIVIDENDS DECLARED PER COMMON SHARE

$
0.18

$
0.18

$
0.36

$
0.36

WEIGHTED AVERAGE SHARES OUTSTANDING:








Basic

11,411

11,405

11,411

11,405


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

NET SALES	$	201,500	$	181,158	$	417,045	$	351,070
COSTS OF OPERATIONS		183,126		160,568		383,331		314,649
GROSS PROFIT		18,374		20,590		33,714		36,421

OPERATING EXPENSES:
Selling, general and administrative expenses		12,651		12,019		25,037		23,070

NON-OPERATING (INCOME) EXPENSES:
Interest expense, net		628		340		1,046		615
Other (income) expense, net		275		(48)		327		228
Total expense, net		13,554		12,311		26,410		23,913

INCOME BEFORE INCOME TAXES		4,820		8,279		7,304		12,508
INCOME TAX PROVISION		1,063		1,763		1,482		2,814
NET INCOME	$	3,757	$	6,516	$	5,822	$	9,694

BASIC INCOME PER COMMON SHARE	$	0.33	$	0.57	$	0.51	$	0.85
DILUTED INCOME PER COMMON SHARE	$	0.33	$	0.57	$	0.51	$	0.85

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.18	$	0.18	$	0.36	$	0.36

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		11,417		11,411		11,417		11,411
Diluted		11,417		11,411		11,421		11,411

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021
NET INCOME	$	6,516	$	5,826	$	9,694	$	11,257	$	3,757	$	6,516	$	5,822	$	9,694

OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment		579		(312)		1,339		(384)		(2,305)		579		(2,280)		1,339
Total other comprehensive income (loss)		579		(312)		1,339		(384)		(2,305)		579		(2,280)		1,339

COMPREHENSIVE INCOME	$	7,095	$	5,514	$	11,033	$	10,873	$	1,452	$	7,095	$	3,542	$	11,033

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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

(Unaudited)

Accumulated


Additional

Other

Common

Paid-In

Accumulated

Comprehensive

Stock

Capital

Surplus

Loss

Total
BALANCE, December 31, 2019

$
114

$
151,055

$
112,261

$
(5,503)

$
257,927
Components of comprehensive income:

Net income

—

—

5,431

—

5,431
Foreign currency translation adjustments

—

—

—

(72)

(72)
Total comprehensive income

—

—

5,431

(72)

5,359
Issuance of common stock to non-employee directors (5,366)

—

194

—

—

194
Dividends paid, $0.18 per share

—

—

(2,053)

—

(2,053)
BALANCE, March 31, 2020

114

151,249

115,639

(5,575)

261,427
Components of comprehensive income:

Net income

—

—

5,826

—

5,826
Foreign currency translation adjustments

—

—

—

(312)

(312)
Total comprehensive income

—

—

5,826

(312)

5,514
Dividends paid, $0.18 per share

—

—

(2,053)

—

(2,053)
BALANCE, June 30, 2020

$
114

$
151,249

$
119,412

$
(5,887)

$
264,888

BALANCE, December 31, 2020

$
114

$
151,249

$
133,879

$
(2,789)

$
282,453
Components of comprehensive income:

Net income

—

—

3,178

—

3,178
Foreign currency translation adjustments

—

—

—

760

760
Total comprehensive income

—

—

3,178

760

3,938
Issuance of common stock to non-employee directors (5,260)

—

200

—

—

200
Dividends paid, $0.18 per share

—

—

(2,054)

—

(2,054)
BALANCE, March 31, 2021

114

151,449

135,003

(2,029)

284,537
Components of comprehensive income:

Net income

—

—

6,516

—

6,516
Foreign currency translation adjustments

—

—

—

579

579
Total comprehensive income

—

—

6,516

579

7,095
Dividends paid, $0.18 per share

—

—

(2,054)

—

(2,054)
BALANCE, June 30, 2021

$
114

$
151,449

$
139,465

$
(1,450)

$
289,578


							Accumulated
			Additional				Other
	Common		Paid-In		Accumulated		Comprehensive
	Stock		Capital		Surplus		Loss		Total
BALANCE, December 31, 2020	$	114	$	151,249	$	133,879	$	(2,789)	$	282,453
Components of comprehensive income:
Net income		—		—		3,178		—		3,178
Foreign currency translation adjustment		—		—		—		760		760
Total comprehensive income		—		—		3,178		760		3,938
Issuance of common stock to non-employee directors (5,260)		—		200		—		—		200
Dividends paid, $0.18 per share		—		—		(2,054)		—		(2,054)
BALANCE, March 31, 2021		114		151,449		135,003		(2,029)		284,537
Components of comprehensive income:
Net income		—		—		6,516		—		6,516
Foreign currency translation adjustment		—		—		—		579		579
Total comprehensive income		—		—		6,516		579		7,095
Dividends paid, $0.18 per share		—		—		(2,054)		—		(2,054)
BALANCE, June 30, 2021	$	114	$	151,449	$	139,465	$	(1,450)	$	289,578

BALANCE, December 31, 2021	$	114	$	151,449	$	141,918	$	(4,945)	$	288,536
Components of comprehensive income:
Net income		—		—		2,065		—		2,065
Foreign currency translation adjustment		—		—		—		25		25
Total comprehensive income		—		—		2,065		25		2,090
Issuance of common stock to non-employee directors (5,988)		—		200		—		—		200
Stock-based compensation on nonvested restricted stock units		—		75		—		—		75
Dividends paid, $0.18 per share		—		—		(2,055)		—		(2,055)
BALANCE, March 31, 2022	$	114	$	151,724	$	141,928	$	(4,920)	$	288,846
Components of comprehensive income:
Net income		—		—		3,757		—		3,757
Foreign currency translation adjustment		—		—		—		(2,305)		(2,305)
Total comprehensive income		—		—		3,757		(2,305)		1,452
Stock-based compensation on nonvested restricted stock units		—		222		—		—		222
Dividends paid, $0.18 per share		—		—		(2,054)		—		(2,054)
BALANCE, June 30, 2022	$	114	$	151,946	$	143,631	$	(7,225)	$	288,466

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(In thousands, except share data)

(Unaudited)

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended

June 30


2021

2020
OPERATING ACTIVITIES:




Net income

$
9,694

$
11,257
Adjustments to reconcile net income to net cash flows from operating activities:




Depreciation and amortization

5,334

4,590
(Gain) Loss on disposal of property, plant and equipment

(1)

5
Provision for doubtful accounts

71

97
Issuance of non-employee director shares

200

194
Deferred tax provision

113

(51)
Changes in operating assets and liabilities:




Accounts receivable

(19,784)

45,165
Inventories

(7,314)

(3,221)
Prepaid expenses

(4,270)

(925)
Other assets

104

242
Accounts payable

22,115

(36,062)
Accrued liabilities

(1,043)

1,744
Net cash flows from operating activities

5,219

23,035
INVESTING ACTIVITIES:




Purchases of property, plant and equipment

(5,418)

(7,545)
Proceeds from sale of property, plant and equipment

4

42
Net cash flows from investing activities

(5,414)

(7,503)
FINANCING ACTIVITIES:




Payments of cash dividends

(4,108)

(4,106)
Net payments on other long-term obligations

—

(184)
Finance lease obligation payments

(11)

(10)
Net cash flows from financing activities

(4,119)

(4,300)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS

727

(188)
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS

(3,587)

11,044
CASH AND TEMPORARY INVESTMENTS, beginning of period

57,521

26,072
CASH AND TEMPORARY INVESTMENTS, end of period

$
53,934

$
37,116
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:




Cash payments for interest

$
663

$
1,203
Cash payments for income taxes, net of refunds

$
3,585

$
1,710


	Six Months Ended
	June 30
	2022		2021
OPERATING ACTIVITIES:
Net income	$	5,822	$	9,694
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		5,623		5,334
(Gain) Loss on disposal of property, plant and equipment		(36)		(1)
Provision for credit losses		81		71
Issuance of non-employee director shares		200		200
Stock-based compensation on nonvested restricted stock units		297		—
Deferred tax provision		56		113
Changes in operating assets and liabilities:
Accounts receivable		(37,708)		(19,784)
Inventories		(27,482)		(7,314)
Prepaid expenses		(1,716)		(4,270)
Other assets		34		104
Accounts payable		19,194		22,115
Accrued liabilities		808		(1,043)
Net cash flows from operating activities		(34,827)		5,219
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(22,840)		(5,418)
Proceeds from sale of property, plant and equipment		8		4
Net cash flows from investing activities		(22,832)		(5,414)
FINANCING ACTIVITIES:
Net borrowings under credit facility		40,000		—
Payments of cash dividends		(4,109)		(4,108)
Finance lease obligation payments		(11)		(11)
Net cash flows from financing activities		35,880		(4,119)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS		(1,424)		727
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS		(23,203)		(3,587)
CASH AND TEMPORARY INVESTMENTS, beginning of period		54,332		57,521
CASH AND TEMPORARY INVESTMENTS, end of period	$	31,129	$	53,934
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest	$	1,022	$	663
Cash payments for income taxes, net of refunds	$	1,496	$	3,585

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, ~~except share data and~~ except as otherwise noted)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of Miller Industries, Inc. and subsidiaries (the “Company”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the financial information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly the Company’s financial position, results of operations and cash flows at the dates and for the periods presented. ~~Cost of goods sold for interim periods for certain activities is determined based on estimated gross profit rates.~~ Interim results of operations are not necessarily indicative of results to be expected for the fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from December 31^st by 31 days (or less) to facilitate timely reporting.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently ~~Adopted~~Issued Standards

~~During the first quarter of~~In October 2021, the ~~Company adopted~~Financial Accounting Standards ~~Updated~~Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2019-12 Income Taxes~~2021-08, Business Combinations (Topic ~~740), which among other things requires~~805). The update provides guidance on how to measure and recognize contract assets and contract liabilities when purchased as part of a business combination. According to the ~~Company to recognize franchise tax that is partially based on income as an income-based tax.~~guidance, the acquirer must follow ASC Topic 606 in accounting for the contract asset or contract liability being purchased. The ~~Company applied the~~ amendments in the update ~~on a modified retrospective basis, which did~~will be effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years. The Company will apply the amendments prospectively. The adoption of this update will not have a material impact on the Company’s consolidated financial statements orand related disclosures.

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses (Topic 326). The update will require entities with financing receivables to disclose gross write-offs by year of origination of the receivable. The amendments in the update will be effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied prospectively. The adoption of this update will not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Standards

During the first quarter of 2022, the Company adopted ASU 2021-10, Government Assistance (Topic 832), which requires certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The amendments require disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

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3. BASIC AND DILUTED INCOME PER COMMON SHARE

~~The Company has a simple capital structure consisting of~~Basic and diluted income per common ~~stock and preferred stock, with only shares of common stock outstanding. The Company had 0 stock options or any other dilutive instruments outstanding during~~share were calculated using the ~~three and six months ended June 30, 2021 or 2020.~~ following:


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

Net Income	$	3,757	$	6,516	$	5,822	$	9,694

Basic and Diluted Common Shares
Weighted Average Shares Outstanding - Basic		11,417		11,411		11,417		11,411
Dilution for Assumed Exercises of Nonvested Restricted Stock Units		—		—		4		—
Weighted Average Common Shares Outstanding - Diluted		11,417		11,411		11,421		11,411

Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted income per common share is calculated by dividing net income by the weighted average number of common and potential dilutive common shares outstanding. The Company uses the treasury stock method to account for the effect of nonvested restricted stock units on the computation of diluted income per share. For the three months ended June 30, 2022, all 160 thousand nonvested restricted stock units would have been anti-dilutive. For the six months ended June 30, 2022, NaN of the nonvested restricted stock units would have been anti-dilutive. There were 0 nonvested restricted stock units granted or outstanding during the ~~period.~~three or six months ended June 30, 2021.

4. REVENUE

Substantially all of our revenue is generated from sales of towing and recovery equipment. As such, disaggregation of revenue by product line would not provide useful information because all product lines have substantially similar characteristics. However, revenue streams are tracked by the geographic location of customers. This disaggregated information is presented in the table below.


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Net Sales:
North America	$	161,882	$	107,460	$	308,570	$	251,316	$	185,635	$	161,882	$	379,986	$	308,570
Foreign		19,276		21,069		42,500		53,267		15,865		19,276		37,059		42,500
	$	181,158	$	128,529	$	351,070	$	304,583	$	201,500	$	181,158	$	417,045	$	351,070

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Except for certain extended service contracts on a small percentage of units sold, the Company’s performance obligations are satisfied, and sales revenue is recognized when products are shipped from the Company’s facilities. From time to time, revenue is recognized under a bill and hold arrangement. Recognition of revenue on bill and hold arrangements occurs when control transfers to the customer. The bill and hold arrangement must be substantive,

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and the product must be separately identified as belonging to the customer, ready for physical transfer, and unavailable to be used or directed to another customer.

Revenue is measured as the amount of consideration expected to be received in exchange for the transfer of products. Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Warranty related costs are recognized as an expense at the time products are sold and a reserve is established. Depending on the terms of the arrangement, for certain contracts the Company may defer the recognition of a portion of the consideration received because a future obligation has not yet been satisfied, such as an extended service contract. An observable price is used to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach is utilized when one is not available.

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Contract liabilities primarily relate to performance obligations to be satisfied in the future. As of June 30, ~~2021~~2022, and December 31, ~~2020,~~2021, contract liability balances were each ~~$272,~~$257, and are included in accrued liabilities on the condensed consolidated balance sheets. NaN revenue related to contract liability balances was recognized during the

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three orand six months ended June 30, ~~2021~~2022, or during the three ~~months ended June 30, 2020. During the~~and six months ended June 30, ~~2020, the Company recognized $37 of contract liabilities into earnings after satisfaction of related performance obligations.~~2021. The Company did 0t have any contract assets at June 30, ~~2021~~2022 or December 31, ~~2020.~~ 2021.

The Company extends credit to customers in the normal course of business. Collections from customers are continuously monitored and an allowance for credit losses is maintained based on historical experience adjusted for current conditions and forecasts capturing country and industry-specific economic factors. The Company also considers any specific customer collection issues. Since the Company’s trade receivables are largely similar, the Company evaluates its allowance for credit losses as one portfolio segment. At origination, the Company evaluates credit risk based on a variety of credit quality factors including prior payment experience, customer financial information, credit ratings, probabilities of default, industry trends and other internal metrics. On an ongoing basis, data by each major customer is regularly reviewed based on past-due status to evaluate the adequacy of the allowance for credit losses and actual write-offs are charged against the allowance. Terms on accounts receivable vary and are based on specific terms agreed upon with each customer. Write-offs of accounts receivable were ~~not material~~de minimis during the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~during the three and six months ended June 30, 2021.

Trade accounts receivable are generally diversified due to the number of entities comprising the Company’s customer base and their dispersion across many geographic regions. The Company also frequently monitors the creditworthiness of the customers to whom the credit is granted in the normal course of business. Sales from 1 customer made up approximately 10% of total Company sales during the three and six months ended June 30, 2022. No one customer made up greater than 10% of total ~~company~~Company sales during the three or six months ended June 30, ~~2021 and 2020. There were also~~2021. Accounts receivable from no ~~customers with a trade account receivable~~one customer made up greater than 10% of total Company trade accounts receivable at June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

5. INVENTORIES

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or net realizable value, determined on a ~~first-in, first-out~~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, at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 consisted of the following:


	2021		2020		2022		2021
Chassis	$	3,715	$	6,859	$	10,655	$	5,753
Raw materials		44,277		36,161		66,843		59,651
Work in process		29,470		16,282		43,229		33,994
Finished goods		14,534		24,637		20,464		15,510
	$	91,996	$	83,939	$	141,191	$	114,908

6. LONG-TERM OBLIGATIONS

~~Credit Facility and Other Long-Term Obligations~~

Credit Facility

The Company’s current loan agreement with First Horizon Bank, which governs its existing $50,000 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. The Company has been in compliance with these covenants throughout ~~2020~~2021 and during the first ~~half~~six months of ~~2021,~~2022, and it is anticipated that the Company will continue to be in compliance ~~during~~for the ~~remainder of 2021.~~foreseeable future.

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In the absence of a default, all borrowings under the credit facility bear interest at the LIBOR Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio. The Company pays a 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, which fee is paid quarterly.

AtDuring the first six months of 2022, the Company drew $40,000 on its credit facility for working capital needs and retained $40,000 in outstanding borrowings under its credit facility at June 30, ~~2021 and~~2022. At December 31, ~~2020,~~2021, the Company had $0 in outstanding borrowings under the credit facility. In March 2020, the Company drew $25,000 on its existing credit facility for working capital needs and as a precautionary measure to ensure future short-term cash flow requirements were met due to operational disruptions resulting from the COVID-19 pandemic. However, during the second and third quarters of 2020, the Company repaid the balance in full, as its cash position was stronger than anticipated. At June 30, ~~2021,~~2022, the Company had cash and temporary investments of ~~$53,934.~~$31,129.

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7. COMMITMENTS AND CONTINGENCIES

Leasing Activities

The Company leases certain equipment and facilities under long-term non-cancellable operating and finance lease agreements. The leases expire at various dates through ~~2026.~~2027. Certain of the lease agreements contain renewal options. For those leases that have renewal options, the Company included these renewal periods in the lease term if the Company determined it was reasonably certain to exercise the renewal option. Lease payments during such renewal periods were also considered in the calculation of right-of-use assets and lease obligations.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Lease obligations are recognized at the commencement date based on the present value of lease payments over the lease term. Right-of-use assets are recognized at the commencement date as the initial measurement of the lease liability, plus payments made prior to lease commencement and any initial direct costs. As most of the Company’s 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Expense is recognized on a straight-line basis over the lease term for operating leases. For finance leases, expense is recognized as the expense from straight-line amortization of the right-of-use asset plus the periodic interest expense from the lease obligation. Short-term leases have a lease term of twelve 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.

Right-of-use assets related to finance leases are included as a component of property, plant and equipment, net on the condensed consolidated balance sheets and had the following values at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


	2021		2020		2022		2021
Finance lease right-of-use assets	$	78	$	78	$	78	$	78
Accumulated amortization		(53)		(42)		(74)		(64)
Finance lease right-of-use assets, net	$	25	$	36	$	4	$	14

A maturity analysis of the undiscounted cash flows of operating and finance lease obligations is as follows:


	Operating Lease Obligation		Finance Lease Obligation		Operating Lease Obligation		Finance Lease Obligation
Remaining lease payments to be paid during the year ended December 31,
2021	$	209	$	11
2022		382		15	$	191	$	4
2023		299		0		319		0
2024		242		0		268		0
2025		217		0		234		0
2026						87		0
Thereafter		79		0		1		0
Total lease payments		1,428		26		1,100		4
Less Imputed Interest		(69)		0
Lease obligation at June 30, 2021	$	1,359	$	26
Less imputed interest						(52)		0
Lease obligation at June 30, 2022					$	1,048	$	4

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The lease cost and certain other information during the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021
Lease Cost
Finance lease cost:
Amortization of right-of-use assets	$	6	$	5	$	11	$	10	$	5	$	6	$	10	$	11
Interest on lease obligation		0		0		1		1		—		—		1		1
Total finance lease cost		6		5		12		11		5		6		11		12
Total operating lease cost		107		99		213		201
Short-term lease cost		119		141		246		254
Total long-term operating lease cost										99		107		205		213
Total short-term operating lease cost										117		119		283		246
Total lease cost	$	232	$	245	$	471	$	466	$	221	$	232	$	499	$	471

Other Information
Cash paid for amounts included in the measurement of lease obligation:
Operating cash flows from operating leases	$	107	$	98	$	213	$	199	$	99	$	107	$	206	$	213
Financing cash flows from finance leases		6		5		11		10		5		6		11		11

Right-of-use assets obtained in exchange for new finance lease obligations		0		0		0		0
Right-of-use assets obtained in exchange for new operating lease obligations		0		26		0		26		37		—		68		—

The weighted average remaining lease term for operating leases and finance leases at June 30, ~~2021~~2022 was ~~4.2~~3.5 years and ~~1.2~~0.2 years, respectively. The weighted average remaining lease term for operating leases and finance leases at December 31, ~~2020~~2021 was ~~4.6~~3.9 years and ~~1.9~~0.7 years, respectively. The weighted average discount rate for operating leases and finance leases at June 30, ~~2021~~2022 was ~~3.2%~~3.1% and 4.0%, respectively. The weighted average discount rate for operating leases and finance leases at December 31, ~~2020~~2021 was ~~3.2%~~3.1% and 4.0%, respectively. 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 the three months ended June 30, 2022 and 2021 of $53 and ~~2020 of~~ $57, ~~and $45,~~ respectively, and related lease costs during the six months ended June 30, 2022 and 2021 of $108 and ~~2020 of~~ $113, ~~and $102,~~ respectively. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of ~~$28~~$38 and ~~$26~~$28 during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and related lease costs of $71 and $56 during ~~each of~~ the six months ended June 30, ~~2021~~2022 and ~~2020 of $56.~~2021.

Other Commitments

At June 30, ~~2021~~2022 and December ~~30, 2020,~~31, 2021, the Company had commitments of approximately ~~$5,012~~$8,769 and ~~$7,068,~~$5,052, respectively, for construction and acquisition of property, plant and equipment. The Company is also migrating its enterprise resource planning (ERP) system to a multi-tenant cloud environment which includes global ERP, human capital management, data analytics and the use of artificial intelligence. ~~Phase 1 of this migration was completed during the first quarter of 2021 and the 2 remaining phases will be done over the next three years.~~ Related to this project, at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had commitments of approximately ~~$3,754~~$2,874 and ~~$5,266,~~$3,751, respectively, in software license fees payable in installments through 2025.

Contingencies

The Company has entered into arrangements with third-party lenders where it has agreed, in the event of default by a distributor within the independent distributor network, to repurchase from the third-party lender ~~company~~Company products repossessed from the independent distributor customer. These arrangements are typically subject to a maximum repurchase amount. The maximum amount of collateral that the Company could be required to purchase was approximately ~~$42,326~~$57,319 at June 30, ~~2021,~~2022, and ~~$56,822~~$47,883 at December 31, ~~2020.~~2021. The Company’s risk under these arrangements is mitigated by the value of the products that would be repurchased as part of the transaction. The Company considered the fair value at inception of its ~~liability~~commitment under these arrangements and concluded that ~~the liability~~there is no probable loss associated with these potential repurchase obligations ~~was not probable~~ and thus ~~not material~~no associated liability was recognized at June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

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The Company is, from time to time, a party to litigation arising in the normal course of its business. Litigation is subject to various inherent uncertainties, and it is possible that some of such matters could be resolved unfavorably to the Company, which could result in substantial damages against the Company. The Company establishes accruals for matters that are probable and reasonably estimable and maintains product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately

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result from the resolution of any such matters in excess of available insurance coverage and accruals will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

8. INCOME TAXES

As of June 30, ~~2021,~~2022, the Company had 0 federal net operating loss ~~carryforwards and 0 significant state~~carryforwards. State net operating loss ~~carryforwards.~~carryforwards were not significant at June 30, 2022.

9. SUBSEQUENT EVENTS

Credit Facility

Subsequent to June 30, 2022, the Company received a commitment from First Horizon Bank to expand its existing loan agreement from $50,000 to $100,000 on substantially the same terms and with the same May 31, 2027 maturity date. This commitment is subject only to the completion of customary documentation amending the existing loan agreement. The Company drew an additional $5,000 on its credit facility subsequent to June 30, 2022, which increased the balance to $45,000 at August 3, 2022.

Dividends

On August ~~2, 2021,~~1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per share. The dividend is payable September ~~13, 2021~~12, 2022, to shareholders of record as of September ~~3, 2021.~~5, 2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations and financial condition should be read in conjunction with the condensed consolidated financial statements and the notes thereto. Unless the context indicates otherwise, all dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands.

Executive Overview

Miller Industries, Inc. is The World’s Largest Manufacturer of Towing and Recovery ~~Equipment~~^®Equipment®, with domestic manufacturing subsidiaries in Tennessee and Pennsylvania, and foreign manufacturing subsidiaries in France and the United Kingdom. We offer a broad range of equipment to meet our customers’ design, capacity and cost requirements under our ~~Century~~^®Century®, ~~Vulcan~~^®Vulcan®, ~~Challenger~~^®Challenger®, ~~Holmes~~^®Holmes®, ~~Champion~~^®Champion®, Chevron™, ~~Eagle~~^®Eagle®, ~~Titan~~^®Titan®, Jige™ and Boniface™ brand names. In this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the words “Miller Industries,” “the Company,” “we,” “our,” “ours” and “us” refer to Miller Industries, Inc. and its subsidiaries or any of them.

Our management focuses on a variety of key indicators to monitor our overall operating and financial performance. These indicators include measurements of revenue, operating income, gross margin, net income, earnings per share, capital expenditures and cash flow.

We derive revenues primarily from product sales made ~~through~~to our network of domestic and foreign independent distributors. Our revenues are sensitive to a variety of factors including general economic conditions as well as demand for, and price of, our products, our technological competitiveness, our reputation for providing quality products and reliable service, competition within our industry, and the cost and availability of purchased component parts, truck chassis and raw materials (including aluminum, steel and petroleum-related products)~~, purchased component parts and truck chassis.~~.

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. Our domestic plant expansion and modernization projects have installed sophisticated robotics and implemented other advanced technologies to optimize our manufacturing processes. We completed phase one of the implementation of an enterprise software solution during ~~the first quarter of~~ 2021, which ~~we expect to~~will substantially improve our administrative efficiency and customer service levels. As we retain our focus toward modernization, we continue to invest in robotics and automated material handling equipment across all of our domestic manufacturing facilities.

We opened our 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. ~~Our latest new product, the M100, which we believe to be the world’s largest tow truck, was introduced in the fall of 2019.~~

All of our domestic facilities have undergone substantial expansion and modernization projects during the period ~~2016~~2017 to ~~2020, as we have~~2021. We invested over ~~$97,000~~$82,000 on property, plant and equipment ~~over~~during this five-year period, including ~~approximately $25,000 on~~ our ~~Pennsylvania consolidation and expansion project and approximately $29,000 on building and~~most recent fabrication equipment ~~improvements~~upgrades at our ~~two~~Greeneville, Tennessee ~~locations.~~facilities. These projects not only increased our production capacity, but also included installing sophisticated robotics and implementing other advanced technologies to optimize our manufacturing process.

Our industry is cyclical in nature. Until the onset of the COVID-19 pandemic, the overall demand for our products and resulting revenues in recent years have been positively affected by favorable economic conditions, such as lower fuel prices, and positive consumer sentiment in our industry. However, historically, the overall demand for our products and our resulting revenues ~~have~~has at times been negatively affected by:

●

wavering levels of consumer confidence;

●

volatility and disruption in domestic and international capital and credit markets and the resulting decrease in the availability of financing, including floor plan financing, for our customers and towing operators;

●

significant periodic increases in fuel and insurance costs and their negative effect on the ability of our customers to purchase towing and related equipment; and

●

the overall effects of global, political, economic and health conditions.

We remain concerned about the continuing effects of these factors on the towing and recovery industry, and we continue to monitor our overall cost structure to see that it remains in line with business conditions.

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In addition, we have been and will continue to be affected by changes in the prices that we pay for raw materials, particularly aluminum, steel, petroleum-related products and other raw materials, which represent a substantial part of our total cost of operations. ~~Prices in raw materials can be affected by tariffs and quantitative restrictions, such as those that were imposed by the U.S. government in 2018.~~ Historically, we have implemented price increases on our products to offset price increases in the raw materials that we use. We also developed alternatives to some of the components used in our production process that incorporate these raw materials, and our suppliers have implemented these alternatives in the production of our component parts. We continue to monitor raw material prices and availability in order to more favorably position the Company in this dynamic market.

~~Impact of COVID-19 and~~ Recent Developments

~~The spread of~~Despite the ~~COVID-19 virus during 2020 caused an economic downturn on a global scale, as well as significant volatility in~~economy improving over the ~~financial markets. During the month~~course of March 2020, we enacted limited shutdowns of all of our domestic facilities to make appropriate modifications to our operations because of COVID-19, which allowed us to continue to serve our customers, while taking precautions to provide a safe work environment for our employees and customers. Since that time and through the present, we have been rotating the majority of our workforce every four days, have designated periods of non-production time for sanitation efforts, have adjusted work schedules to maximize our capacity while adhering to recommended precautions such as social distancing, and have established and implemented work from home provisions where possible. As part of our ongoing safety measures, we temporarily may suspend operations from time to time to clean and disinfect areas within our facilities. We enacted such limited suspensions from time to time during 2020 at certain of our domestic facilities. Our international operations have also been affected by various comparable requirements of governmental agencies and safety related operational adjustments. These safety modifications continue to have an adverse impact on our plant productivity, although the impact has been less severe as we have become more accustomed to working under them. We are unable to predict when we may be able to safely relax these new operating measures that were adopted as a result of the COVID-19 pandemic.

In March 2020, we drew $25,000 on our existing credit facility for working capital needs and as a precautionary measure to ensure future short-term cash flow requirements were met during the heightened uncertainty resulting from the COVID-19 pandemic. However, during the remainder of 2020 we repaid the balance in full, as our cash position was stronger than anticipated. At June 30, 2021, we ~~had cash and temporary investments of $53,934. Although our cash position is strong, we continue to consider other steps that could be implemented to conserve liquidity in these uncertain times.~~

~~While during 2020 we~~ experienced no material disruptions in our supply of parts, components and materials due to the COVID-19 pandemic, we had material curtailments of new chassis deliveries due to shutdowns and production slowdowns at our suppliers’ facilities during the second and third quarters of 2020. During the second quarter of 2020, most of these facilities were operating at a reduced capacity, but returned to operating at levels sufficient to meet our requirements by the end of the third quarter of 2020. We also experienced reductions in orders for our products at the beginning of the pandemic. This depressed demand along with the decreases in deliveries of chassis caused us to temporarily shut our domestic plants in Pennsylvania and Greeneville, Tennessee for several weeks at the end of the second quarter of 2020 and for the first few weeks of the third quarter of 2020. Our international plants also were adversely impacted and experienced shutdowns during the second quarter of 2020. While all of our plants have now reopened, the possibility of new shutdowns of one or more of our facilities due to the COVID-19 pandemic remains.

~~As the economy continues to improve in 2021,~~increasingly significant supply chain challenges such as shortages ~~in semiconductors~~ and ~~other~~delivery delays in component parts and ~~record high steel prices are impacting the operations of many companies on a global scale. Such supply chain disruptions during the first and second quarters of 2021~~raw materials which impacted our ability to obtain ~~certain~~on a timely basis various raw materials and purchased component parts that are necessary to our production processes, ~~including our ability to obtain chassis from third party suppliers, and also resulted in~~as well as substantial price increases for many of these materials and component parts. ~~During the same period, we have experienced an increase~~We also continued to experience increases in employee turnover rates and difficulties in hiring new workers for our skilled workforce, which ~~has~~ caused increased recruiting, training and retention ~~costs.~~costs during this period. These supply chain difficulties were generally lessening as 2022 began but the impact of the war in Ukraine, lingering effects of COVID-19 in the U.S. and abroad and general economic conditions have slowed this improvement over the course of 2022.

We implemented several price increases and surcharges for our products during 2021 and the first six months of 2022. In an effort to address the accelerating price increases for materials and component parts that we experienced in the first and second quarters of 2022 (particularly after the commencement of the war in Ukraine), we increased our surcharge from 3% to 11% on April 1, 2022, and our previously announced 5% price increase became effective on June 1, 2022. However, these price increases were implemented during the second quarter of 2022, while the higher costs for raw materials and purchased component parts that we use were felt much sooner. These factors had a substantial adverse impact on our net income during the second half of 2021 and first half of 2022, and they likely will continue to have such adverse impact if prices for our materials and component parts continue to increase over the course of 2022.

Supply chain disruptions and workforce retention challenges continued to significantly reduce our ability to complete finished goods without timing delays during the second quarter of 2022 and to increase our costs of operations. In addition, general inflationary pressures have substantially increased in the first half of 2022. These factors significantly impacted our inventory levels, particularly with increases to work in process inventory. We continue to monitor these supply chain disruptions and inflationary pressures (including the impact of the Russia conflict with Ukraine) and attempt to mitigate the risk associated with ~~them. However,~~them, including by implementing price increases (including those described above), by pursuing additional production capabilities through capital deployment, such as our first quarter 2022 purchase of an additional small facility in Ooltewah, TN to be used for the production of small carrier units, and by relying more heavily on our in-house fabrication capabilities, which were significantly expanded in 2020.

Based on our strong backlog, surcharge and price increases and the current status of our process improvements, we believe we are well positioned to improve our operating results over the course of 2022, but our performance will be heavily influenced by whether supply chain constraints and inflationary pressures worsen due to the war in Ukraine or other geopolitical factors, the lingering effects of COVID-19, the threat of recession and general economic factors or any other reason. The impact of ~~possible disruptions~~these factors remains largely out of our control, and ~~the risk of an unfavorable~~we currently anticipate that they will continue to have a material adverse impact on our production ~~at any~~capabilities and net income over the course of ~~our facilities will likely continue throughout 2021.~~2022.

At December 31, 2021, the Company owed $0 under its primary credit facility. During the first six months of 2022, the Company drew $40,000 for working capital needs. The ~~impact~~Company also drew an additional $5,000 from the credit facility for working capital needs subsequent to June 30, 2022 and retains a balance on its credit facility of the COVID-19 pandemic continues to unfold and certain countries, states and localities continue to experience surges in COVID-19 cases from time to time. The extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments, which cannot be predicted with confidence$45,000 at this time. Future developments include the duration, scope and severity of the ongoing pandemic, including as a result of the emergence of new strains of the virus and any future resurgences of COVID-19 or variant strains, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the success of vaccination programs, the development of treatments or other vaccines, the demand for new equipment from towing equipment operators, and the resumption of widespread economic activity. We are continuing to monitor orders from our customers for COVID-19 pandemic related changes. While we know that COVID-19 related changes to our operating processes have and will continue to impact our production levels for so long as they are in place, due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to

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predict with any confidence the likely impact of the continuing COVID-19 pandemic on our future operations. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression, or to a general reduction in miles driven on roadways due to a decrease in travel.August 3, 2022.

Critical Accounting Policies

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 first six months of ~~2021.~~2022.

For additional information, refer to our summary of significant accounting policies in Note 2 of the "Notes to Consolidated Financial Statements" in Part IV, Item 15 and "Critical Accounting Policies" in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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Results of Operations – Three Months Ended June 30, ~~2021~~2022 Compared to Three Months Ended June 30, ~~2020~~2021

Net sales for the three months ended June 30, ~~2021~~2022 increased ~~40.9%~~11.2% to ~~$181,158~~$201,500 from ~~$128,529~~$181,158 for the comparable period in ~~2020, which was materially negatively impacted by the COVID-19 pandemic.~~2021. The increase in revenue reflects ~~continued~~economic recovery ~~from the adverse impacts of the COVID-19 pandemic despite the ongoing challenges of navigating certain~~and some supply chain ~~disruptions during the second quarter~~improvement in certain of ~~2021.~~our product classes. Net domestic sales increased during the ~~three-month period~~three months ended June 30, ~~2021~~2022 to ~~$161,882~~$185,635 from ~~$107,460~~$161,882 for the comparable period in ~~2020,~~2021, while net foreign sales decreased to ~~$19,276~~$15,865 from ~~$21,069~~$19,276 during the same three-month ~~period, primarily attributable to significant decreases in export sales from domestic subsidiaries.~~period.

Costs of operations for the three months ended June 30, ~~2021~~2022 increased ~~44.9%~~14.0% to ~~$160,568~~$183,126 from ~~$110,802~~$160,568 for the comparable period in ~~2020.~~2021. Costs of operations increased as a percentage of sales to ~~88.6%~~90.9%, compared to ~~86.2%~~88.6% for the comparable period in ~~2020, which~~2021, primarily ~~reflects increases in the raw materials~~due to higher prices ~~caused by escalating inflation~~for components, parts scarcity resulting from supply chain challenges, and ~~changes in product mix.~~wage inflation.

Selling, general and administrative expenses for the three months ended June 30, ~~2021~~2022 increased to ~~$12,019~~$12,651 from ~~$10,067~~$12,019 for the comparable period in ~~2020~~2021 due to ~~increases in software fees,~~increased personnel related ~~costs, and a normalization in spending in comparison to the cutbacks from the second quarter of 2020.~~costs. As a percentage of sales, selling, general and administrative expenses for the three months ended June 30, ~~2021~~2022 decreased to ~~6.6%~~6.3% from ~~7.8%~~6.6% in the comparable period in ~~2020, due primarily to increases~~2021, as a result of the increase in ~~the revenue stream.~~revenue.

Interest expense, net ~~decreased~~increased to $628 from $340 ~~from $429~~for the three months ended June 30, 2022 as compared to the prior year period. Increases in interest expense, net were primarily due to increases in floor plan interest payments and increased borrowings on our credit facility.

For the three months ended June 30, 2022 the Company recognized a net foreign currency exchange loss of $311, compared to a net gain of $42 for the three months ended June 30, 2021, ~~as compared to the prior year period. Decreases in interest expense, net were primarily due to decreases in floor plan interest payments~~reflecting foreign currency gains and ~~decreases in interest~~loss on ~~the credit facility.~~

~~When the Company has~~ transactions ~~that are~~ denominated in a currency other than ~~its~~the local entity’s functional currency, the Company is exposed to foreign currency transaction risk and must record gains and losses through other (income) expense when the related balance sheet items are remeasured in the functional currency of the Company. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses, with the remainder being composed of gains and losses on disposals of equipment. For the three months ended June 30, 2021 the Company experienced a net foreign currency exchange gain of $42, compared to a net gain of $273 for the three months ended June 30, 2020.currency.

The provision for income taxes for the three months ended June 30, ~~2021~~2022 and ~~2020~~2021 reflects a combined effective U.S. federal, state and foreign tax rate of ~~21.3%~~22.1% and ~~22.3%~~21.3%, 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.

Results of Operations – Six Months Ended June 30, ~~2021~~2022 Compared to Six Months Ended June 30, ~~2020~~2021

Net sales for the six months ended June 30, ~~2021~~2022 increased ~~15.3%~~18.8% to ~~$351,070~~$417,045 from ~~$304,583~~$351,070 for the comparable period in ~~2020, which was materially negatively impacted by the COVID-19 pandemic.~~2021. The increase in revenue reflects ~~continued~~economic recovery ~~from the adverse impacts of the COVID-19 pandemic despite the ongoing challenges of navigating certain~~and some supply chain ~~disruptions during the first half~~improvement in certain of ~~2021.~~our product classes. Net domestic sales increased during the ~~six-month period~~six months ended June 30, ~~2021~~2022 to ~~$308,570~~$379,986 from ~~$251,316~~$308,570 for the comparable period in ~~2020,~~2021, while net foreign sales decreased to ~~$42,500~~$37,059 from ~~$53,267~~$42,500 during the same six-month ~~period, primarily attributable to significant decreases in export sales.~~period.

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Costs of operations for the six months ended June 30, ~~2021~~2022 increased ~~17.3%~~21.8% to ~~$314,649~~$383,331 from ~~$268,318~~$314,649 for the comparable period in ~~2020.~~2021. Costs of operations increased as a percentage of sales to ~~89.6%~~91.9%, compared to ~~88.1%~~89.6% for the comparable period in ~~2020, which reflects increased fixed manufacturing overhead per unit of revenue~~2021, primarily due to higher prices for components, part scarcity resulting from supply chain challenges, and ~~increases in the raw materials prices caused by escalating~~wage inflation.

Selling, general and administrative expenses for the six months ended June 30, ~~2021~~2022 increased to ~~$23,070~~$25,037 from ~~$21,041~~$23,070 for the comparable period in ~~2020~~2021 due to ~~increases in~~increased software ~~fees,~~licensing and personnel related ~~costs, and a normalization in spending in comparison to the cutbacks from the second quarter of 2020.~~costs. As a percentage of sales, selling, general and administrative expenses for the six months ended June 30, ~~2021~~2022 decreased to ~~6.6%~~6.0% from ~~6.9%~~6.6% in the comparable period in ~~2020, due primarily to increases~~2021, as a result of the increase in ~~the revenue stream.~~revenue.

Interest expense, net ~~decreased~~increased to ~~$615~~$1,046 from ~~$788~~$615 for the six months ended June 30, ~~2021~~2022 as compared to the prior year period. ~~Decreases~~Increases in interest expense, net were primarily due to ~~decreases~~increases in floor plan interest payments and ~~decreases in interest~~increased borrowings on ~~the~~our credit facility.

When the Company has transactions that are denominated in a currency other than its functional currency, the Company is exposed to foreign currency transaction risk and must record gains and losses through other (income) expense when the related balance sheet items are remeasured in the functional currency of the Company. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses, with the remainder being composed of gains and losses on disposals of equipment. For the six months ended June 30, ~~2021~~2022 the Company experienced a net foreign currency exchange loss of ~~$229,~~$363, compared to a net ~~gain~~loss of ~~$189~~$229 for the six months ended June 30, ~~2020.~~2021, reflecting foreign currency gains and losses on transactions denominated in a currency other than the local entity’s functional currency.

The provision for income taxes for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 reflects a combined effective U.S. federal, state and foreign tax rate of ~~22.5%~~20.3% and ~~23.0%~~22.5%, 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.

~~Liquidity and Capital Resources~~

~~Cash provided by operating activities was $5,219~~ Favorable tax adjustments in foreign jurisdictions drove the decrease in the effective tax rate for the six months ended June 30, ~~2021,~~2022.

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Liquidity and Capital Resources

Cash used in operating activities was $34,827 for the six months ended June 30, 2022, compared to cash provided by operating activities of ~~$23,035~~$5,219 in the comparable period in ~~2020.~~2021. Cash provided by or 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, materials used in manufacturing, and other expenses that are necessary in the ordinary course of our operations, such as utilities and taxes. The change in net cash ~~provided by~~flows from operating activities during the six months ended June 30, 2022, in comparison to the six months ended June 30, 2021, is primarily due to ~~the increase~~recent increases in ~~cash from operating activities~~inventory purchases associated with increased production levels and necessary to mitigate supply chain constraints, coupled with increases in receivables related to increases in sales during the ~~second quarter~~first half of 2020, as the decrease in production from the impacts of the COVID-19 pandemic during the second quarter of 2020 caused less cash to be used during the six months ended June 30, 2020, while pre-pandemic receivables continued to be collected. However, during the six months ended June 30, 2021 production activities increased with customer demand, thus requiring more cash to be used in operations.2022.

Cash used in investing activities was ~~$5,414~~$22,832 for the six months ended June 30, ~~2021~~2022 compared to ~~$7,503~~$5,414 for the comparable period in ~~2020.~~2021. The cash used in investing activities for the six months ended June 30, ~~2021~~2022 was for purchases of property, plant and ~~equipment.~~equipment, including the purchase of an aircraft, fabrication equipment, and an additional facility in Ooltewah, TN to be used for the production of small carriers.

Cash ~~used in~~provided by financing activities was ~~$4,119~~$35,880 for the six months ended June 30, ~~2021,~~2022, compared to cash used in financing activities of ~~$4,300~~$4,119 for the comparable period in ~~2020. The~~2021. Net cash ~~used in~~flows from financing activities for the six months ended June 30, 2022 resulted from advances from the credit facility of $40,000, partially offset by the payment of cash dividends of $4,109 and an immaterial amount of payments on finance lease obligations. Net cash flows from financing activities for the six months ended June 30, 2021 resulted from the payment of cash dividends of $4,108 and an immaterial amount of payments on finance lease obligations. The cash provided by financing activities for the six months ended June 30, 2020 resulted primarily from the payment of cash dividends of $4,106, payments on our French subsidiary’s loan of $184, and an immaterial amount of payments on finance lease obligations.

As of June 30, ~~2021,~~2022, we had cash and ~~cash equivalents~~temporary investments of ~~$53,934.~~$31,129, and an additional $10,000 in available borrowings under our existing credit facility ($45,000 as of August 3, 2022). Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal and interest payments on indebtedness. At June 30, ~~2021,~~2022, the Company had commitments of approximately ~~$5,012~~$8,769 for the acquisition of property, plant and equipment. At June 30, ~~2021,~~2022, we also had a commitment of approximately ~~$3,754~~$2,874 in software license fees. We expect our primary sources of cash to be cash flows from operations, cash and ~~cash equivalents~~temporary investments on hand at June 30, ~~2021~~2022 and borrowings under our credit facility as ~~needed.~~needed, including the increase of our existing unsecured credit facility as described below under “Credit Facilities and Other Obligations – Credit Facility.” We expect these sources to be sufficient to satisfy our cash needs ~~during the remainder of 2021 and~~ for at least the next ~~several years.~~year. However, our ability to satisfy our cash needs will substantially depend upon several factors, including our future operating performance, taking into account the ~~COVID-19~~supply chain related economic and other factors discussed above and elsewhere in this Quarterly Report, as well as financial, business and other factors, many of which are beyond our control.

As of June 30, ~~2021~~2022 and December 31, ~~2020, $26,870~~2021, $21,960 and ~~$22,787,~~$28,983, respectively, of the Company’s cash and temporary investments were held by foreign subsidiaries and their holdings are generally based in the local currency.

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Credit Facilities and Other Obligations

Credit Facility

The Company’s current loan agreement with First Horizon Bank, which governs its existing $50,000 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. The Company has been in compliance with these covenants throughout ~~2020~~2021 and during the first half of ~~2021,~~2022, and it is anticipated that the Company will continue to be in compliance ~~during~~for the ~~remainder of 2021.~~foreseeable future.

~~At June 30, 2021 and December 31, 2020, the~~The Company had $40,000 and $0, respectively, in outstanding borrowings under the credit ~~facility.~~facility at June 30, 2022 and December 31, 2021. Subsequent to June 30, 2022, the Company drew an additional $5,000 for working capital needs and had $45,000 in outstanding borrowings at August 3, 2022.

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The Company recently received a commitment from First Horizon Bank to expand our existing loan agreement from $50,000 to $100,000 on substantially the same terms and with the same May 31, 2027 maturity date. This commitment is subject only to the completion of customary documentation amending the existing loan agreement.

Other Long-Term Obligations

Prior to applying a discount rate to our lease liabilities, at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had approximately ~~$1,428~~$1,100 and ~~$1,575~~$1,328 in non-cancelable operating lease obligations, and ~~$26~~$4 and ~~$38~~$15 in non-cancelable finance lease obligations, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of our business, we are exposed to market risk from changes in interest rates and foreign currency exchange rates that could impact our results of operations and financial position.

Interest Rate Risk

Changes in interest rates affect the interest paid on indebtedness under the credit facility because outstanding amounts of indebtedness under the credit facility are subject to variable interest rates. Under the credit facility, the non-default rate of interest is equal to the LIBOR Market Index Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio, for a rate of interest ~~1.10%~~of 2.79% at June 30, ~~2021.~~2022. A one percent change in the interest rate on our variable-rate debt would not have materially impacted our financial position, results of operations or cash flows as of and for the three ~~or six~~ months ended June 30, ~~2021.~~2022.

Foreign Currency Exchange Rate Risk

We are subject to risk arising from changes in foreign currency exchange rates related to our international operations in Europe. We manage our exposure to our foreign currency exchange rate risk through our regular operating and financing activities. Additionally, from time to time, we enter into certain forward foreign currency exchange contracts.

Because we report in U.S. dollars on a consolidated basis, foreign currency exchange fluctuations ~~could~~ have a translation impact on our financial ~~position.~~position and results of operations. During the three and six months ended June 30, ~~2021,~~2022, we recognized a ~~$579 increase~~$2,305 unrealized loss and a ~~$1,339 increase,~~$2,280 unrealized loss, respectively, in our foreign currency translation equity adjustment account because of the fluctuations in valuation of the U.S. dollar against the Euro and British ~~pound, compared to~~pound. During the three and six months ended June 30, 2021, we recognized a ~~$312 decrease~~$579 unrealized gain and a ~~$384 decrease, for the respective prior year periods.~~$1,339 unrealized gain, respectively. These amounts were recognized as unrealized gains ~~and losses~~ in accumulated other comprehensive loss on the condensed consolidated balance sheets.

For the three months ended June 30, 2022 and 2021, the impacts of foreign currency exchange rate changes on our results of operations and ~~2020,~~cash flows were a net foreign currency exchange loss of $311 and a $42 gain, respectively. For the six months ended June 30, 2022 and 2021, the impacts of foreign currency exchange rate changes on our results of operations and cash flows were net foreign currency exchange ~~gains~~losses of ~~$42~~$363 and ~~$273, respectively. For the six months ended June 30, 2021 and 2020, the impacts of foreign currency exchange rate changes on our results of operations and cash flows were a net loss of~~ $229, ~~and a net gain of $189,~~ respectively.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, as of the end of the period covered by this report on Form 10-Q, under the supervision and with the participation of our management, including our ~~co-Chief~~Chief Executive ~~Officers (CEOs)~~Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-14(c) under the Securities Exchange Act of 1934. Based upon this evaluation, our ~~CEOs~~CEO and CFO have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

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Changes in Internal Control over Financial Reporting

There were no significant changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are, from time to time, a party to litigation arising in the normal course of our business. Litigation is subject to various inherent uncertainties, and it is possible that some of such matters could be resolved unfavorably to us, which could result in substantial damages against us. We establish accruals for matters that are probable and reasonably estimable and maintain product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately result from the resolution of any such matters in excess of available insurance coverage and accruals will not have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS

~~The Company is supplementing~~There have been no material changes to the risk factors ~~previously disclosed under Item 1A, “Risk Factors,” of the Company’s~~included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020, as supplemented in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, with the risk factors set forth below.~~

~~The continuing COVID-19 pandemic may adversely affect our revenues, results of operations and financial condition.~~

The U.S. and other countries are experiencing outbreaks of several variants of COVID-19, which are continuing to spread to areas where we, our customers, our suppliers and our end users do business. The outbreak has resulted in governments around the world implementing at times stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures. We are considered a critical infrastructure industry, as defined by the U.S. Department of Homeland Security, and were thus exempt from state and local business closure orders that were previously in effect in states where we have manufacturing facilities. However, as the pandemic continues, such orders and restrictions may be implemented or reinstated in states or localities that experience a rebound or surge in COVID-19 cases, including as a result of new variants of the virus that may be more transmissible or virulent. Other organizations, businesses and individuals are taking additional steps to avoid or reduce infection, including limiting travel and staying home from work. These measures taken to curb the spread of COVID-19 are disrupting normal business operations both in and outside of affected areas, including our business operations.

We have made and continue to make what we believe to be appropriate modifications to our operations because of COVID-19 to allow us to protect our employees while operating all our facilities consistent with applicable governmental guidelines and orders. We continue to monitor government recommendations impacting our operations and may need to enact further precautionary measures to help minimize the risk of our employees being exposed to COVID-19, which could have a further adverse impact on our plant production levels. As part of our ongoing safety measures, we may also decide to temporarily suspend operations to clean and disinfect areas within our facilities, as needed to protect our employees, which may have an adverse impact on our plant productivity. We enacted such limited suspensions from time to time at certain of our domestic facilities during 2020. If our employees are unable to work effectively, including due to illness, quarantines, any temporary limited suspension of operations, government actions or other restrictions in connection with COVID-19 or variants of COVID-19, our operations may be adversely affected.

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In addition, employee turnover rates in the broader global economy have increased during the COVID-19 pandemic and may continue to remain elevated. Since the economy has begun to recover from the impact of the pandemic, we have experienced substantial increases in employee turnover and difficulties in hiring new workers for our skilled workforce, which has caused increased recruiting, training and retention costs. This trend is anticipated to continue over the near term, and possibly longer.

The businesses of towing and recovery equipment operators have been disrupted and they have limited and may continue to limit spending as a result of COVID-19, which could negatively impact their willingness to purchase new equipment from us or our independent distributors, and ultimately adversely affect our revenues. During the first half of 2020 we saw order cancellations and softening of demand, which could again worsen depending on the duration, spread, and severity of the ongoing pandemic. The cancellation of major industry shows and events also reduced our ability to meet with existing and potential new customers to market our products.

The COVID-19 pandemic had a material adverse impact on our financial results and business operations, and economic and health conditions in the United States and across most of the globe continue to change dramatically from day to day as a result of the COVID-19 pandemic. The future impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, the emergence of new strains of the virus and any future resurgences of COVID-19 or variant strains, the timing of our chassis and other suppliers resuming normal shipment levels, the effect of the pandemic on spending levels of towing and recovery equipment operators, the effect of the pandemic on our employees and employee turnover rates, and any additional preventative and protective actions that governments, or we or other businesses, may direct, which may result in an extended period of continued business disruption and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but should be anticipated to have a material adverse impact on our business, financial condition and results of operations. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression, or to a general reduction in miles driven on roadways due to a decrease in travel.

Our dependence upon outside suppliers for our raw materials, including aluminum, steel, and petroleum-related products, other component parts and chassis, leaves us subject to changes in price and availability (including as a result of increased demand due to improving economic conditions, the impact of the COVID-19 pandemic and the imposition of additional tariffs) and delays in receiving supplies of such materials, parts or chassis.

We are dependent upon outside suppliers for our raw material needs and other purchased component parts, and events beyond our control could have an adverse effect on the cost or availability of raw materials and purchased component parts. Steel, aluminum, fuel and other commodity prices have from time to time experienced high volatility depending on market conditions and global demand. For example, steel prices increased considerably during the first quarter of 2021 and continuing into the second quarter as a result of the improving global economy and remain at record highs. The Company uses a substantial amount of imported steel and aluminum in its products. Price increases or changes in payment terms from our suppliers of raw materials or purchased component parts could impact our ability to secure necessary raw materials or purchased component parts, or to secure such materials and parts at favorable prices. In addition, government actions related to tariffs on imports and trade policies have previously impacted, and have the potential to further impact, pricing of raw materials, such as steel and aluminum. For example, in 2018 the United States government imposed import tariffs and restrictions on imports for steel products and aluminum products.

In addition, our third party suppliers’ ability to supply us with truck chassis and component parts is limited by their available capacity to manufacture the chassis and component parts we require, and to secure adequate freight capacity to deliver them to our facilities. During the first half of 2021, the global semiconductor chip shortage has also contributed to varying increases in lead times necessary for us to secure certain component parts from our third party suppliers. As the impact of the COVID-19 pandemic declines and the global chip shortage continues, suppliers ramping up from reduced operating levels have experienced supply chain challenges and have been at times, and may in the future be, unable to meet our requirements for purchased component parts and truck chassis. For example, during the first half of 2021, supply chain disruptions impacted our ability to obtain certain raw materials and purchased component parts that are necessary to our production processes, as well as chassis from third party suppliers, and also resulted in substantial price increases for many materials and parts. Demand for our products could also be negatively affected by supply delays of truck chassis and other purchased component parts used in our products. In the past, we have also experienced supply delays and limitations for component parts from time to time as a result of the continuing COVID-19 pandemic, including material curtailments of new chassis deliveries due to shutdowns and production slowdowns at our suppliers’ facilities, and, prior to the COVID-19 pandemic, as our production levels had substantially increased over the last several years prior to the start of the pandemic. If delays and other limitations for raw materials, purchased component parts, and chassis continue, recur or worsen, they may have a material adverse effect on our production at any of our facilities, and customers may reduce their purchase levels with us and/or seek alternative solutions to meet their demand.

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Furthermore, as a result of our supply chain challenges, it has become more difficult to accurately forecast, purchase, warehouse and transport to our manufacturing facilities purchased materials, component parts and chassis at sufficient volumes. If we are unable to accurately match the timing and quantities of component purchases to our actual needs, or successfully manage our inventory or our workforce to adapt to the increased complexity in our supply chain, we may incur unexpected production disruption, as well as storage, transportation and labor costs, which could have a material adverse effect on our financial condition and results of operations.

To partially offset price increases for raw materials and purchased component parts, we have, from time to time, implemented general price increases and cost surcharges. While we have in the past attempted to pass these increased costs on to our customers, there can be no assurance that we will be able to continue to do so in the future. Any further price increases for these or any other materials or purchased component parts that we use would require a long lead time to implement while the higher material costs would be felt much sooner.

Shortages, price increases or delays in shipments of our raw materials and purchased component parts, including truck chassis, could have a material adverse effect on our financial performance, competitive position and reputation.2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~On August 1, 2022, the Board of Directors of the Company adopted and approved, effective immediately, the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which amended Section 1.8 (Voting) of the Bylaws to provide for plurality voting in director elections. The foregoing description is qualified in its entirety by the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

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ITEM 6. EXHIBITS


	Description	Incorporated by Reference to Registration File Number	Form or Report	Date of Report	Exhibit Number in Report

3.1	Third Amended and Restated Bylaws of the Registrant*

10	Commitment Letter from First Horizon Bank to the Registrant dated August 2, 2022*

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

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

~~31.3~~	Certification Pursuant to Rules 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 ~~Co-Chief~~Chief Executive Officer±

32.2	~~Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Co-Chief Executive Officer±~~

~~32.3~~	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer±

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

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101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2021,~~2022, 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 Securities Exchange Act of 1934, as amended, 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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Miller Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MILLER INDUSTRIES, INC.

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

Date: August ~~4, 2021~~

3, 2022

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