UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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


For the quarterly period ended	~~September 30, 2017~~ March 31, 2023

	¨
☐	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)

~~MILLER INDUSTRIES, INC.~~ Tennessee		62-1566286
~~(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:

~~(423) 238-4171~~
~~(Registrant’s telephone number, including area code)~~ Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
~~Not Applicable~~ MLR
~~(Former name, former address and former fiscal year, if changed since last report)~~ 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~~x

No¨

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

~~Yes~~x

No¨

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 filero☐	Accelerated filerx☒

	Non-accelerated filero☐	Smaller reporting companyo☒

	Emerging growth companyo☐

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.o

☐

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

~~Yes~~¨

Nox

Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, par value $.01 per share, as of ~~October 31, 2017~~April 28, 2023 was ~~11,378,482.~~11,441,036.

Table of Contents

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~~are forward-looking ~~statements, as defined in the Private Securities Litigation Reform Act of 1995.~~statements. 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. ~~These~~Our actual results may differ materially from the results anticipated in these forward-looking statements ~~are subject~~due to, ~~a number~~among other things:

●

changes in price, delivery delays and decreased availability of component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products, resulting from changes in demand and market conditions, the general inflationary environment, the war in Ukraine, and the lingering effects of the COVID-19 pandemic on supply chains;

●

economic and market conditions, including the negative impacts on the Company’s customers, suppliers and employees from inflationary pressures, higher interest rates, economic and geopolitical uncertainties (including the war in Ukraine);

●

our dependence upon outside suppliers for purchased component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products;

●

future impacts resulting from the war in Ukraine, which include or could include (among other effects) disruption in global commodity and other markets, increased prices for energy, supply shortages and supplier financial risk;

●

increased labor costs and the ability to attract and retain skilled labor to manufacture our products;

●

the potential negative impacts of higher interest rates and other actions taken by the federal government in response to economic volatility and inflationary pressures, including the impact on our customers’ and end users’ access to capital and credit to fund purchases;

●

our ability to raise capital, including to grow our business, pursue strategic investments, and take advantage of financing or other opportunities that we believe to be in the best interests of the Company and our shareholders due to the significant additional indebtedness we incurred during 2022;

●

the cyclical nature of our industry and changes in consumer confidence;

●

special risks from our sales to U.S. and other governmental entities through prime contractors;

●

changes in fuel and other transportation costs, insurance costs and weather conditions;

●

changes in government regulations, including environmental and health and safety regulations;

●

failure to comply with domestic and foreign anti-corruption laws;

●

competition in our industry and our ability to attract or retain customers;

●

our ability to develop or acquire proprietary products and technology;

●

assertions against us relating to intellectual property rights;

●

changes in foreign currency exchange rates and interest rates;

●

changes in the tax regimes and related government policies and regulations in the countries in which we operate;

●

the effects of regulations relating to conflict minerals;

●

the catastrophic loss of one of our manufacturing facilities;

●

environmental and health and safety liabilities and requirements;

Table of risks and uncertainties, including, the cyclical nature of our industry and changes in consumer confidence; economic and market conditions; our customers’ access to capital and credit to fund purchases; our dependence on outside suppliers of raw materials; changes in the cost of aluminum, steel and related raw materials; changes in fuel and other transportation costs, insurance costs and weather conditions; changes in government regulation; various political, economic and other uncertainties relating to our international operations, including restrictive taxation and foreign currency fluctuation; competitors could impede our ability to attract or retain customers; our ability to develop or acquire proprietary products and technology; assertions against us relating to intellectual property rights; problems hiring or retaining skilled labor; a disruption in our information technology systems; the effects of regulations relating to conflict minerals; the catastrophic loss of one of our manufacturing facilities; environmental and health and safety liabilities and requirements; loss of the services of our key executives; product warranty or product liability claims in excess of our insurance coverage; potential recalls of components or parts manufactured for us by suppliers or potential recalls of defective products; an inability to acquire insurance at commercially reasonable rates; Contents

●

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;

●

a disruption in, or breach in security of, our information technology systems or any violation of data protection laws;

●

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, 2022, which discussion is incorporated herein by this reference.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this Quarterly Report ~~on Form 10-Q~~ and ~~those risks discussed~~the documents that we reference in ~~our other filings~~this report and have filed as exhibits to the report completely and with the ~~Securities and Exchange Commission, including those risks discussed under the caption “Risk Factors” in~~understanding that our ~~Annual Report on Form 10-K for the year ended December 31, 2016 (as the same~~actual future results may be ~~updated~~materially different from ~~time to time in subsequent quarterly reports), which discussion is incorporated herein~~what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. Except as required by ~~this reference. Such factors are not exclusive. We do not undertake~~law, we assume no obligation to update ~~any~~these forward-looking ~~statement that may be made~~statements publicly, or to update the reasons actual results could differ materially from ~~time to time by, or on behalf of, our company.~~those anticipated in these forward-looking statements, even if new information becomes available in the future.

Table of Contents

PART I. FINANCIAL INFORMATION

~~ITEM 1.~~

ITEM 1. FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	March 31,
	2023		December 31,
	(Unaudited)		2022
ASSETS
CURRENT ASSETS:
Cash and temporary investments	$	29,720	$	40,153
Accounts receivable, net of allowance for credit losses of $1,364 and $1,319 at March 31, 2023 and December 31, 2022, respectively		233,115		177,663
Inventories, net		164,431		153,656
Prepaid expenses		6,771		4,576
Total current assets		434,037		376,048
NONCURRENT ASSETS:
Property, plant and equipment, net		110,976		112,145
Right-of-use assets - operating leases		847		909
Goodwill		11,619		11,619
Other assets		686		708
TOTAL ASSETS	$	558,165	$	501,429

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	169,458	$	125,500
Accrued liabilities		30,264		27,904
Income taxes payable		4,741		2,430
Current portion of operating lease obligation		307		311
Total current liabilities		204,770		156,145
NONCURRENT LIABILITIES:
Long-term obligations		45,000		45,000
Noncurrent portion of operating lease obligation		569		597
Deferred income tax liabilities		6,159		6,230
Total liabilities		256,498		207,972

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding		—		—
Common stock, $0.01 par value; 100,000,000 shares authorized, 11,441,036 and 11,416,716 outstanding at March 31, 2023 and December 31, 2022, respectively		114		114
Additional paid-in capital		152,462		152,392
Accumulated surplus		157,285		150,124
Accumulated other comprehensive loss		(8,194)		(9,173)
Total shareholders’ equity		301,667		293,457
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	558,165	$	501,429

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

September
30, 2017
(Unaudited) December 31,
2016
ASSETS
CURRENT ASSETS:
Cash and temporary investments $ 33,499 $ 31,115
Accounts receivable, net of allowance for doubtful accounts of $986 and $1,004 at
September 30, 2017 and December 31, 2016, respectively 135,356 125,383
Inventories 64,648 64,136
Prepaid expenses 3,221 5,006
Total current assets 236,724 225,640
PROPERTY, PLANT, AND EQUIPMENT, net 74,189 59,613
GOODWILL 11,619 11,619
OTHER ASSETS 537 566
$ 323,069 $ 297,438
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 79,335 $ 85,116
Accrued liabilities 25,648 20,727
Total current liabilities 104,983 105,843
LONG-TERM OBLIGATIONS(Note 6) 20,000 5,000
DEFERRED INCOME TAX LIABILITIES 1,984 1,993
COMMITMENTS AND CONTINGENCIES(Notes 6 and 8)

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding — —
Common stock, $0.01 par value; 100,000,000 shares authorized, 11,377,982 and 11,346,060 outstanding at September 30, 2017 and December 31, 2016, respectively 114 113
Additional paid-in capital 150,879 150,404
Accumulated surplus 48,332 40,752
Accumulated other comprehensive income (loss) (3,223 ) (6,667 )
Total shareholders’ equity 196,102 184,602
$ 323,069 $ 297,438

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Table of Contents

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31
	2023		2022

NET SALES	$	282,275	$	215,545
COSTS OF OPERATIONS		251,858		200,205
GROSS PROFIT		30,417		15,340

OPERATING EXPENSES:
Selling, general and administrative expenses		17,924		12,386

NON-OPERATING (INCOME) EXPENSES:
Interest expense, net		1,012		418
Other (income) expense, net		(318)		52
Total expense, net		18,618		12,856

INCOME BEFORE INCOME TAXES		11,799		2,484
INCOME TAX PROVISION		2,579		419
NET INCOME	$	9,220	$	2,065

BASIC INCOME PER COMMON SHARE	$	0.81	$	0.18
DILUTED INCOME PER COMMON SHARE	$	0.81	$	0.18

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.18	$	0.18

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		11,425		11,417
Diluted		11,431		11,421

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

2

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Table of Contents

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(Unaudited)

Three Months
Ended
September 30 Nine Months
Ended
September 30
2017 2016 2017 2016

NET SALES $ 153,363 $ 147,597 $ 455,385 $ 452,525
COSTS OF OPERATIONS 137,713 130,481 406,737 403,402
GROSS PROFIT 15,650 17,116 48,648 49,123

OPERATING EXPENSES:
Selling, general and administrative expenses 8,580 8,495 26,690 24,823
Interest expense, net 469 359 1,162 816
Other (income) expense, net (106 ) (238 ) (590 ) (451 )
Total operating expenses 8,943 8,616 27,262 25,188

INCOME BEFORE INCOME TAXES 6,707 8,500 21,386 23,935
INCOME TAX PROVISION 2,251 2,978 7,666 8,466
NET INCOME $ 4,456 $ 5,522 $ 13,720 $ 15,469

BASIC INCOME PER COMMON SHARE $ 0.39 $ 0.49 $ 1.21 $ 1.36
DILUTED INCOME PER COMMON SHARE $ 0.39 $ 0.49 $ 1.21 $ 1.36

CASH DIVIDENDS DECLARED PER COMMON SHARE $ 0.18 $ 0.17 $ 0.54 $ 0.51

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 11,364 11,346 11,357 11,346
Diluted 11,373 11,374 11,376 11,374


	Three Months Ended
	March 31
	2023		2022
NET INCOME	$	9,220	$	2,065

OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment		979		25
Total other comprehensive income (loss)		979		25

COMPREHENSIVE INCOME	$	10,199	$	2,090

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

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Table of Contents

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~SHAREHOLDERS’ EQUITY

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

(Unaudited)

Three Months Ended
September 30 Nine Months Ended
September 30
2017 2016 2017 2016
net income $ 4,456 $ 5,522 $ 13,720 $ 15,469

Other comprehensive income (loss):
Foreign currency translation adjustment 1,746 (768 ) 3,444 121
Total other comprehensive income (loss) 1,746 (768 ) 3,444 121

comprehensive income $ 6,202 $ 4,754 $ 17,164 $ 15,590


							Accumulated
			Additional				Other
	Common		Paid-In		Accumulated		Comprehensive
	Stock		Capital		Surplus		Loss		Total
BALANCE, December 31, 2021 (Revised)	$	114	$	151,449	$	137,998	$	(4,945)	$	284,616
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 (Revised)	$	114	$	151,724	$	138,008	$	(4,920)	$	284,926

BALANCE, December 31, 2022	$	114	$	152,392	$	150,124	$	(9,173)	$	293,457
Components of comprehensive income:
Net income		—		—		9,220		—		9,220
Foreign currency translation adjustment		—		—		—		979		979
Total comprehensive income		—		—		9,220		979		10,199
Provision for common stock to non-employee directors (2,302)		—		61		—		—		61
Stock-based compensation on nonvested restricted stock units		—		223		—		—		223
Vesting of executive restricted stock units		—		(214)		—		—		(214)
Dividends paid, $0.18 per share		—		—		(2,059)		—		(2,059)
BALANCE, March 31, 2023	$	114	$	152,462	$	157,285	$	(8,194)	$	301,667

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

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Nine Months Ended
September 30
2017 2016
OPERATING ACTIVITIES:
Net income $ 13,720 $ 15,469
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 4,169 3,359
Provision for doubtful accounts (32 ) 177
Issuance of non-employee director shares 150 96
Deferred income tax provision 14 5
(Gain) Loss on disposal of property, plant and equipment (624 ) 3
Changes in operating assets and liabilities:
Accounts receivable (9,318 ) (17,825 )
Inventories 960 1,113
Prepaid expenses 1,815 (1,011 )
Other assets 28 (48 )
Accounts payable (6,661 ) (3,531 )
Accrued liabilities 4,425 978
Net cash flows from (used in) operating activities 8,646 (1,215 )
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (19,246 ) (19,155 )
Proceeds from sale of plant, property & equipment 1,303 5
Net cash flows from (used in) investing activities (17,943 ) (19,150 )
FINANCING ACTIVITIES:
Net borrowings under credit facility 15,000 20,000
Payments of cash dividends (6,139 ) (5,786 )
Proceeds from stock option exercises 143 —-
Net cash flows from (used in) financing activities 9,004 14,214
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS 2,677 542
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS 2,384 (5,609 )
CASH AND TEMPORARY INVESTMENTS, beginning of period 31,115 38,449
CASH AND TEMPORARY INVESTMENTS, end of period $ 33,499 $ 32,840
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest $ 1,620 $ 1,314
Cash payments for income taxes, net of refunds $ 2,672 $ 9,211


	Three Months Ended
	March 31
	2023		2022
OPERATING ACTIVITIES:
Net income	$	9,220	$	2,065
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		3,148		2,793
Provision for credit losses		45		45
Issuance of non-employee director shares		61		200
Stock-based compensation on nonvested restricted stock units		223		75
Deferred tax provision		(66)		(37)
Changes in operating assets and liabilities:
Accounts receivable		(55,235)		(39,960)
Inventories		(10,320)		(9,434)
Prepaid expenses		(2,193)		(2,992)
Other assets		88		(38)
Accounts payable		44,003		21,363
Accrued liabilities		1,895		(1,925)
Income taxes payable		2,367		(1,091)
Net cash flows from operating activities		(6,764)		(28,936)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(1,749)		(4,091)
Proceeds from sale of property, plant and equipment		—		8
Net cash flows from investing activities		(1,749)		(4,083)
FINANCING ACTIVITIES:
Net borrowings under credit facility		—		10,000
Payments of cash dividends		(2,059)		(2,055)
Finance lease obligation payments		—		(6)
Net cash flows from financing activities		(2,059)		7,939
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS		139		40
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS		(10,433)		(25,040)
CASH AND TEMPORARY INVESTMENTS, beginning of period		40,153		54,332
CASH AND TEMPORARY INVESTMENTS, end of period	$	29,720	$	29,292
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest	$	1,493	$	467
Cash payments for income taxes, net of refunds	$	495	$	572

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.

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.~~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 entities 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, ~~2016.~~2022. The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from December ~~31st~~31^st by 31 days (or less) to facilitate timely reporting. ~~Certain prior year amounts~~

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Standards

During the first quarter of 2023, the Company adopted ASU 2021-08, Business Combinations (Topic 805) which requires the Company to measure and recognize contract assets and contract liabilities when purchased as part of a business combination. According to the guidance, the acquirer must follow ASC Topic 606 in accounting for the contract asset or contract liability being purchased. The amendments in the update were effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years. The Company has applied the amendments prospectively. The adoption of this update did not have ~~been reclassified to conform to current year presentation, with no~~a material impact on ~~previously reported shareholders’ equity. The Company evaluated subsequent events through~~ the ~~date the~~Company’s consolidated financial statements and related disclosures.

Also during the first quarter of 2023, the Company adopted ASU 2022-02, Financial Instruments – Credit Losses (Topic 326). The update requires entities with financing receivables to disclose gross write-offs by year of origination of the receivable. The amendments in the update were ~~issued.~~effective for financial statements beginning after December 15, 2022, including interim periods within those fiscal years, and has been applied prospectively. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures.

2.

~~BASIC AND DILUTED INCOME PER SHARE~~

8

Table of Contents

3. BASIC AND DILUTED INCOME PER COMMON SHARE

Basic and diluted income per common share were calculated using the following:


	Three Months Ended
	March 31
	2023		2022

Net Income	$	9,220	$	2,065

Basic and Diluted Common Shares
Weighted Average Shares Outstanding - Basic		11,425		11,417
Dilution for Assumed Exercises of Nonvested Restricted Stock Units		6		4
Weighted Average Common Shares Outstanding - Diluted		11,431		11,421

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. ~~Diluted~~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 takes into consideration the assumed exercise of outstanding stock options resulting in approximately 9,000 and 28,000 potential dilutive common shares for~~share. For the three months ended September 30, 2017 and 2016, respectively, and 19,000 and 28,000 for the nine months ended September 30, 2017 and 2016, respectively. For the three and nine months ended September 30, 2017 and 2016, none of the outstandingMarch 31, 2023, 128 nonvested restricted stock ~~options~~units would have been anti-dilutive. There were 32 restricted stock units that vested in March 2023, with 24 shares being issued and 8 shares being forfeited to provide for payment of applicable taxes. There were no restricted stock units granted during the three months ended March 31, 2023, but 96 non-vested shares of the previously granted restricted stock units remained outstanding during the period.

3.

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
	March 31,
	2023		2022
Net Sales:
North America	$	258,167	$	194,351
Foreign		24,108		21,194
	$	282,275	$	215,545

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, 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.

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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. For both March 31, 2023 and December 31, 2022, contract liability balances were $242, and are included in accrued liabilities on the condensed consolidated balance sheets. No revenue related to contract liability balances was recognized during the three months ended March 31, 2023, or during the three months ended March 31, 2022. The Company did not have any contract assets at March 31, 2023 or December 31, 2022.

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 de minimis during the three months ended March 31, 2023 and during the three months ended March 31, 2022.

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 one customer made up approximately 11% of total Company sales during the three months ended March 31, 2023. Sales from one customer made up approximately 10% of total Company sales during the three months ended March 31, 2022. There were no customers with accounts receivable greater than 10% of total accounts receivable at March 31, 2023. Accounts receivable from one customer made up approximately 10% of total Company trade accounts receivable at March 31, 2023 or December 31, 2022.

5. INVENTORIES

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or ~~market (net~~net realizable ~~value),~~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 ~~factors~~estimates could result in the need for adjustments. Inventories, net of reserves, at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 consisted of the following:

	September 30, 2017		December 31, 2016

					March 31,		December 31,
					2023		2022
Chassis	$	5,959	$	8,524	$	18,125	$	18,604
Raw materials		29,287		26,322		77,852		75,934
Work in process		12,268		11,620		42,588		40,655
Finished goods		17,134		17,670		25,866		18,463
	$	64,648	$	64,136
					$	164,431	$	153,656

4.

~~LONG-LIVED ASSETS~~

The Company periodically reviews the carrying amount of its long-lived assets to determine if those assets may be recoverable based upon the future operating cash flows expected to be generated by those assets. Management believes that its long-lived assets are appropriately valued.

6

5.

~~GOODWILL~~

Goodwill consists of the excess of cost of acquired entities over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. Goodwill is not amortized. However, the Company evaluates the carrying value of goodwill for impairment at least annually or if an event or circumstance occurs that would indicate that the carrying amount had been impaired. The Company reviews goodwill for impairment utilizing a qualitative assessment or a two-step process. If we choose to perform a qualitative analysis of goodwill and determine that the fair value more likely than not exceeds the carrying value, no further testing is needed. If we choose the two-step approach or if qualitative analysis determines the carrying value more likely than not exceeds fair value, the first step identifies potential impairment by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying value the second step is not necessary. If the carrying value is more than the fair value, the second step of testing is performed to compare the fair value of the goodwill with its carrying value. An impairment loss would be recognized to the extent that the carrying value of the goodwill exceeds its fair value.

6.

6. LONG-TERM OBLIGATIONS

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

~~Credit Facility~~

~~On April 6, 2010 we entered into a Loan Agreement~~The Company’s current loan agreement with First ~~Tennessee~~Horizon Bank, ~~National Association for a $20,000 unsecured revolving credit facility. On December 21, 2011, our~~which governs its existing $100.0 million unsecured revolving credit facility ~~was increased to $25,000. On June 11, 2015, the credit facility was further renewed to extend the~~with a maturity date to March 31, 2018 and our unsecured revolving credit facility was increased to $30,000. On June 22, 2016, the credit facility was further increased to $50,000 to give the Company greater flexibility to finance current capital expenditure projects. On April 5, 2017, the credit facility was further renewed to extend the maturity date toof May 31, ~~2019. The current credit facility~~2027, contains customary representations and warranties, events of default, and financial, affirmative and negative covenants for loan agreements of this kind. ~~Covenants under the current~~The credit facility ~~restrict~~restricts the payment of cash dividends if the payment would cause the Company ~~would~~to be in violation of the minimum tangible net worth test or the leverage ratio test in the ~~current~~ loan agreement, ~~as a result of the dividend,~~ among various ~~restrictions. We have~~other customary covenants. The Company has been in compliance with these covenants throughout ~~2016~~2022 and during the ~~nine~~first three months ~~ended September 30, 2017~~of 2023, and ~~anticipate~~it is anticipated that wethe Company will continue to be in compliance ~~during~~for the ~~remainder of 2017.~~foreseeable future.

In ~~the~~ absence of a default, all borrowings under the ~~current~~ credit facility bear interest at the ~~LIBOR~~one month Term SOFR Rate plus ~~1.50%~~1.00% or 1.25% per ~~annum.~~annum, depending on the leverage ratio. The Company ~~will pay~~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 ~~current~~ credit facility, which fee is paid quarterly.

~~At September 30, 2017 and December 31, 2016,~~During the first three months of 2023, the Company ~~had $20,000 and $5,000~~retained $45,000 in outstanding borrowings under ~~the~~its credit facility ~~respectively.~~at March 31, 2023. At ~~October~~March 31, ~~2017,~~2023 and December 31, 2022, the Company had ~~$20,000 in outstanding borrowings~~cash and temporary investments of $29,720 and $40,153, respectively.

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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 2027. Certain of the ~~credit facility.~~

~~Interest Rate Risk~~

~~Changes in interest rates affect~~lease agreements contain renewal options. For those leases that have renewal options, 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 was equal to the LIBOR Market Index Rate plus 1.50% per annum (for a rate of interest of 2.73% at September 30, 2017). At the borrowing level under the credit facility at September 30, 2017, a one percent changeCompany 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 ~~rate on our variable-rate debt would not~~expense from the lease obligation. Short-term leases have a ~~material impact~~lease term of twelve months or less. The Company recognizes short-term leases on ~~our financial position, results~~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 ~~operations or~~property, plant and equipment, net on the condensed consolidated balance sheets.

A maturity analysis of the undiscounted cash flows ~~for the three-month period ended September 30, 2017.~~

~~Other Long-Term Obligations~~

~~At September 30, 2017, the Company had approximately $1,401 in non-cancelable~~of operating lease ~~obligations.~~obligations is as follows:

7.

~~STOCK-BASED COMPENSATION~~


	Operating Lease Obligation
Remaining lease payments to be paid during the year ended December 31,
2023	$	254
2024		292
2025		254
2026		83
2027		1
Thereafter		—
Total lease payments		884
Less imputed interest		(8)
Lease obligation at March 31, 2023	$	876

~~During the three~~11

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The lease cost and ~~nine months ended September 30, 2017 and 2016, the Company did not issue any stock options. During~~certain other information during the three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016, no stock options~~2022 were ~~exercised.~~as follows:


	Three Months Ended
	March 31
	2023		2022
Lease Cost
Finance lease cost:
Amortization of right-of-use assets	$	9	$	5
Interest on lease obligation		1		1
Total finance lease cost		10		6
Total long-term operating lease cost		88		106
Total short-term operating lease cost		86		166
Total lease cost	$	184	$	278

Other Information
Cash paid for amounts included in the measurement of lease obligation:
Operating cash flows from operating leases	$	88	$	107
Financing cash flows from finance leases		—		6

Right-of-use assets obtained in exchange for new operating lease obligations		—		31

The weighted average remaining lease term for operating leases at March 31, 2023 was 3.2 years. The weighted average remaining lease term for operating leases at December 31, 2022 was 3.7 years. The weighted average discount rate for operating leases at March 31, 2023 was 3.2%. The weighted average discount rate for operating leases at December 31, 2022 was 3.9%. 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 March 31, 2023 and 2022 of $50 and $55, respectively. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of $57 and $33 during the three months ended March 31, 2023 and 2022, respectively.

Other Commitments

At March 31, 2023 and December 31, 2022, the Company had commitments of approximately $9,159 and $6,351, respectively, for construction and acquisition of property, plant and equipment. The Company ~~issued 26,000 shares~~migrated its enterprise resource planning (ERP) system to a multi-tenant cloud environment in 2021 and is continuing to implement additional modules such as enterprise performance management, human capital management, data analytics and the use of ~~common stock during~~artificial intelligence. Related to the ~~nine months ended September 30, 2017 from the exercise of stock options, while none were issued during the nine months ended September 30, 2016.~~

~~At the Annual Meeting of Stockholders of~~continuing implementation project, at March 31, 2023 and December 31, 2022, the Company ~~held on May 26, 2017, the Company’s shareholders voted to approve the Miller Industries, Inc. 2016 Stock Incentive Plan, pursuant to which 800,000 shares~~had commitments of ~~common stock will be available for issuance pursuant to awards granted under the plan. For additional disclosures related to the Company’s stock-based compensation refer to Notes 2~~approximately $2,874 and ~~4 of the Notes to the Consolidated Financial Statements~~$2,565, respectively, in ~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~software license fees payable in installments through 2025.

7

8.

~~COMMITMENTS AND CONTINGENCIES~~

~~Commitments~~

Contingencies

The Company has entered into arrangements with third-party lenders where it has agreed, in the event of default by a ~~customer,~~distributor within the independent distributor network, to repurchase from the third-party lender 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 ~~$50,932~~$88,619 at ~~September 30, 2017,~~March 31, 2023, and ~~$45,196~~$74,122 at December 31, ~~2016. However, the~~2022. The increase during 2023 is due to increases in sales and supply chain issues that delay payment until all parts and components are received. 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 ~~is not material~~ and ~~not probable~~thus no associated liability was recognized at ~~September 30, 2017.~~March 31, 2023 or December 31, 2022.

At September 30, 2017, the Company had commitments of approximately $14,600 for construction and acquisition of property, plant and equipment. The Company is finalizing the consolidation and expansion of its Pennsylvania manufacturing operations to increase capacity and improve operating efficiencies. The plan includes consolidating primary manufacturing operations at one location. The current estimated costs of this project are approximately $24,700, including machinery and equipment, buildings and improvements and land. Approximately $23,700 of these costs were incurred as of September 30, 2017 and are included in property, plant and equipment, net on the consolidated balance sheets. The remainder of these costs are expected to be incurred during the fourth quarter of 2017. The timing and costs of the project are subject to change. We do not anticipate any employee severance costs or any material relocation expense associated with the consolidation since the two existing facilities are very close to each other. In June 2017, the Company sold the remaining plant location and realized a net gain of $601. A portion of the sold facility was leased from the buyer through November 2017 while production of certain equipment and storage of raw materials is relocated to the other Pennsylvania and Tennessee locations.

The Company also began several capital projects during 2016 involving machinery and equipment and building improvements at its Ooltewah, Tennessee and Greeneville, Tennessee facilities that it currently estimates will cost in total approximately $21,100. Approximately $19,400 of these costs were incurred as of September 30, 2017 and are included in property, plant and equipment, net on the consolidated balance sheets. The remainder of these costs are expected to be incurred during the fourth quarter of 2017. In addition, the Company began construction on an administrative building at its Ooltewah, Tennessee facility in June 2017. The current estimated costs of this project are approximately $4,200. Approximately $700 of these costs were incurred as of September 30, 2017, and the remaining costs are expected to be incurred by March 2018. The timing and cost of these projects are subject to change.

~~Contingencies~~

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 ~~these~~such matters could be resolved unfavorably to the Company, which could result in substantial damages against the Company. The Company ~~has established~~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 result from the resolution of ~~these~~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.

9.

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8. INCOME TAXES

In November 2015, the Financial Accounting Standards Board (“FASB”) amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company has elected to early adopt this standard on a retrospective basis. The effect of this adoption was to present the Company’s deferred income tax accounts as a long-term deferred income tax liability on the consolidated balance sheets as of December 31, 2016 and a long-term deferred income tax asset on the consolidated balance sheets as of December 31, 2015.

As of ~~September 30, 2017,~~March 31, 2023, the Company had no federal ~~or state~~ net operating loss carryforwards. State net operating loss carryforwards were $1,135 at March 31, 2023.

9.CORRECTION OF PRIOR PERIOD ERRORS

As previously disclosed in Note 11 to the Company’s consolidated financial statements as of ~~September 30, 2017~~and for the fiscal year ended December 31, 2022, the Company ~~had approximately $1,157 of unrecognized tax benefits recorded as liabilities, and we are uncertain about if or when such amounts may be settled. Related to the unrecognized tax benefits,~~identified prior period accounting errors that the Company has ~~also recorded a liability for potential penalties of $259~~concluded are not material to the Company’s previously reported consolidated financial statements and ~~interest of $20.~~unaudited condensed consolidated financial statements.

The Company is subject to United States federal income taxes, as well as income taxes in various states and foreign jurisdictions. The Company’s tax years 2015 and later tax years remain open to examination for U.S. federal income taxes. With few exceptions,During the prior fiscal year-end financial reporting process, the Company ~~is no longer subject~~identified prior period accounting errors that the Company concluded were not material to ~~state~~the Company’s previously reported consolidated financial statements and unaudited interim condensed consolidated financial statements. The financial reporting periods affected by these errors include the Company’s previously reported consolidated financial statements for the fiscal years ended December 31, 2021, and the Company’s previously reported unaudited interim condensed consolidated financial information for each of the quarterly and fiscal year-to-date periods in the fiscal year ended December 31, 2022 (collectively the “previously reported financial statements”).

Based on management’s evaluation of the accounting errors under the SEC Staff’s Accounting Bulletins Nos. 99 (“SAB 99”) and 108 (“SAB 208”) and interpretations thereof, the Company concluded the errors were not material, on an individual or ~~non-U.S. income tax examinations prior~~aggregate basis, to ~~2013.~~the Company’s previously reported financial statements. The errors originated many years ago, were less than 3.6% of the impacted accounts, and did not materially impact ratios or amounts relied upon by users of the financial statements. However, the Company further concluded the accounting errors could not be corrected as an out-of-period adjustment in the Company’s current period consolidated financial statements as of and for the year ended December 31, 2022, because to do so would cause a material misstatement in those financial statements. Accordingly, the Company proceeded according to the guidance prescribed by SAB 108 which specifies that the errors must be corrected the next time the previously reported financial statements are filed. Therefore, the Company corrected these accounting errors in all of the Company’s previously reported annual and interim consolidated financial statements impacted by the errors, which includes the accompanying unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2023.


	March 31, 2022
	As
	Reported		Adjustment		Revised
Property, plant and equipment, net	$	97,877	$	(1,203)	$	96,674
Accounts payable		139,311		2,717		142,028
Accumulated surplus		141,928		(3,920)		138,008


	December 31, 2021
	As
	Reported		Adjustment		Revised
Property, plant and equipment, net	$	96,496	$	(1,203)	$	95,293
Accounts payable		119,029		2,717		121,746
Accumulated surplus		141,918		(3,920)		137,998

8

~~10.~~

~~SHAREHOLDERS EQUITY~~

10. SUBSEQUENT EVENTS

Dividends

~~The Company has paid consecutive quarterly cash dividends since~~On May ~~2011. Dividend payments made for 2017, 2016, 2015 and 2014 were as follows:~~

Payment Record Date Payment Date Dividend
(per share) Amount

Q1 2014 March 17, 2014 March 24, 2014 $ 0.15 $ 1,692
Q2 2014 June 16, 2014 June 23, 2014 0.15 1,695
Q3 2014 September 15, 2014 September 22, 2014 0.15 1,696
Q4 2014 December 8, 2014 December 15, 2014 0.15 1,695
         Total for 2014 $ 0.60 $ 6,778

Q1 2015 March 20, 2015 March 23, 2015 $ 0.16 $ 1,809
Q2 2015 June 15, 2015 June 19, 2015 0.16 1,814
Q3 2015 September 14, 2015 September 21, 2015 0.16 1,815
Q4 2015 December 7, 2015 December 11, 2015 0.16 1,815
         Total for 2015 $ 0.64 $ 7,253

Q1 2016 March 21, 2016 March 28, 2016 $ 0.17 $ 1,929
Q2 2016 June 13, 2016 June 20, 2016 0.17 1,929
Q3 2016 September 12, 2016 September 19, 2016 0.17 1,928
Q4 2016 December 5, 2016 December 12, 2016 0.17 1,929
         Total for 2016 $ 0.68 $ 7,715

Q1 2017 March 27, 2017 April 3, 2017 $ 0.18 $ 2,043
Q2 2017 June 13, 2017 June 20, 2017 0.18 2,048
Q3 2017 September 11, 2017 September 18, 2017 0.18 2,048
         Total for 2017 $ 0.54 $ 6,139

~~On November 6, 2017,~~1, 2023, the ~~Company’s~~ Board of Directors (the “Board”) of the Company declared a quarterly cash dividend of $0.18 per share. The dividend is payable ~~December 11, 2017~~June 12, 2023, to shareholders of record as of ~~December 4, 2017.~~June 5, 2023.

~~11.~~

~~GEOGRAPHIC INFORMATION~~

~~Net sales and long-lived assets (property, plant and equipment and goodwill and intangible assets) by region were as follows (revenue is attributed to regions based on the locations of customers):~~

For the Three Months Ended
September 30 For the Nine Months Ended
September 30
2017 2016 2017 2016
Net Sales:
North America $ 135,125 $ 132,600 $ 403,157 $ 405,913
Foreign 18,238 14,997 52,228 46,612
$ 153,363 $ 147,597 $ 455,385 $ 452,525

September 30,
2017
December 31,
2016
Long Lived Assets:
North America $ 82,410 $ 68,556
Foreign 3,398 2,676
$ 85,808 $ 71,232

9

13

~~12.~~

~~CUSTOMER INFORMATION~~

~~No single customer accounted for 10% or more~~Table of ~~consolidated net sales for the three months and nine months ended September 30, 2017 and 2016.~~Contents

~~13.~~

~~OTHER (INCOME) EXPENSE~~

Other (income) expense, net for the three months ended September 30, 2017 consisted of a foreign currency translation net gain of $106. For the three months ended September 30, 2016, other (income) expense, net consisted of a foreign currency translation net gain of $238.

Other (income) expense, net for the nine months ended September 30, 2017 was a net gain of $590. This consisted of a gain on the sale of the Pennsylvania property of $601 offset by a foreign currency translation net loss of $11. For the nine months ended September 30, 2016, other (income) expense, net consisted of a foreign currency translation net gain of $451.

~~14.~~

~~Derivative Financial Instruments~~

The Company periodically enters into foreign currency exchange contracts designed to mitigate the impact of foreign currency risk. At September 30, 2017 and December 31, 2016, the Company had no outstanding foreign currency exchange contracts.

~~15.~~

~~RECENT ACCOUNTING PRONOUNCEMENTS~~

~~Recently Issued Standards~~

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. In addition, during 2016 the FASB issued additional guidance to clarify certain implementation guidance previously issued and to rescind certain SEC guidance effective upon an entity’s adoption of the new standard. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The Company expects to use the modified retrospective approach to implement the standard. The Company has substantially completed its evaluation of revenue streams and the review of its current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to the Company’s revenue recognition policy. In addition, the Company is in the process of implementing appropriate changes to business processes, information technology systems and internal controls to support recognition and disclosure under the new standard. The Company does not expect the adoption of the new revenue standard to have a material impact on the amount and timing of revenue recognized in the Company's consolidated financial statements.

The FASB's new leases standard Accounting Standard Update (“ASU”) 2016-02 Leases (Topic 842) was issued on February 25, 2016 and is intended to improve financial reporting about leasing transactions. The standard affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The standard will require organizations that lease assets referred to as “Lessees” to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet the new standard will require both types of leases (i.e. operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases.

The standard will be effective for financial statements issued for annual periods, and interim periods within these annual periods, beginning December 15, 2018, with early adoption permitted. See Note 6 for the Company’s current lease commitments. The Company plans to use the modified retrospective approach to implement the standard and is currently evaluating the effect that implementation will have on its consolidated financial position, results of operations and cash flows.

10

In May 2017, the FASB amended the requirements in the Compensation—Stock Compensation Topic of the Accounting Standards Codification (“ASC”) related to changes to the terms or conditions of a share-based payment award. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 amends the requirements in GAAP related to accounting for changes to stock compensation awards. The guidance in ASU 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

~~Recently Adopted Standards~~

In November 2015, the FASB amended the Income Taxes topic of the ASC to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company has elected to early adopt this standard on a retrospective basis. The effect of this adoption was to present the Company’s deferred income tax accounts as a long-term deferred income tax liability on the consolidated balance sheets as of December 31, 2016 and a long-term deferred income tax asset on the consolidated balance sheets as of December 31, 2015.

In July 2015, the FASB issued amendments to the Inventory topic of the ASC to require inventory to be measured at the lower of cost and net realizable value. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory, there are no other substantive changes to the guidance on measurement of inventory. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company adopted these amendments in the first quarter of 2017 and it did not have a material effect on its consolidated financial statements.

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company adopted these amendments in the first quarter of 2017 and it did not have a material effect on its consolidated financial statements.

11

~~ITEM 2.~~

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

~~Executive Overview~~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 included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and other information presented in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2022. 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.

Company Background

Miller Industries, Inc. is The World’s Largest Manufacturer of ~~Vehicle~~ 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).

Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing R&D facility in Chattanooga in 2019, where we pursue various innovations in our products and manufacturing processes, some of which are intended to enhance the safety of our employees and reduce our environmental impact. In addition, our recent domestic plant expansion and modernization projects have installed sophisticated robotics and implemented other advanced technologies to increase our production capacity and optimize our manufacturing processes. These projects were completed during the period from 2017 to 2021 at a cost of over $82,000. We completed phase one of the implementation of an enterprise software solution during 2021, and we continued to implement additional functionality available in the solution in 2022 and 2023. We expect this software to substantially improve our administrative efficiency and customer service levels. As we retain our focus toward modernization, we expect to continue to invest in robotics and automated material handling equipment across all of our domestic manufacturing facilities.

At March 31, 2023, the Company owed $45,000 under its primary credit facility. During 2022, the Company drew the full $45,000 for working capital needs, and has since reduced the balance on its credit facility to $40,000 as of April 28, 2023.

Key Factors Affecting Operating Results

Our industry is, and will continue to be, cyclical in ~~nature. In recent years, the overall demand for our products~~nature, and ~~resulting revenues 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 at times been negatively affected by:~~

~~wavering levels~~are influenced by a variety of factors, including:

●

levels of consumer confidence;

●

domestic and international capital and credit markets and the availability and affordability of financing, including floor plan financing, for our customers and towing operators;

●

fuel and insurance costs, and macro-economic conditions such as broad-based inflation, and their effect on the ability of our customers to purchase towing and related equipment; and

●

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

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 economic 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.~~conditions.

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~~In addition, we~~Table of Contents

We have been and will continue to be affected by the availability of, and changes in the prices that we pay for component parts and raw materials, particularly aluminum, steel and petroleum-related products, ~~and other raw materials,~~ which represent a substantial part of our total cost of operations.

Recent Trends and Outlook

The first half of 2022 was marked by continued challenges recovering from the global COVID-19 pandemic in the form of inflationary cost pressures in both raw materials and labor, as well as persistent supply chain disruptions that collectively had a materially adverse impact on our financial performance. We took pricing actions to offset these inflationary cost pressures, while continuing to execute against our strategic initiatives such as our ERP implementation, enterprise software upgrades, and other operational and productivity improvement initiatives aimed at reducing our expenses as a percentage of net sales. We also continued to invest in our inventory in the form of critical parts and in goods near completion, in order to fulfil orders of finished goods as soon as the necessary parts became available.

In the ~~past,~~latter part of 2022, our strong backlog allowed revenues to increase as parts became more available due to supply chain improvement and actions that we ~~have determined necessary,~~took over the course of 2022 to diversify and increase the flexibility of our supply chain. Gross margin also steadily improved due to our pricing actions, productivity improvements and the easing of raw material costs. These trends accelerated in the first quarter of 2023, resulting in substantially increased revenues and net income for the period.

Based on our strong backlog, the price increases and productivity improvements we have implemented, ~~price increases~~lessening supply chain disruptions and easing inflationary pressures, we believe we are well positioned to ~~offset higher costs. We also developed alternatives~~continue enhancing our operating results. However, our performance will be heavily influenced by, among other things, whether supply chain constraints and inflationary pressures continue to ~~some~~lessen or worsen, the continuing impact of the ~~components used~~war in Ukraine or other geopolitical factors, and the threat of recession and general economic factors. The impact of these factors remains largely out of our control, and we currently anticipate that these factors will continue to have an adverse impact on our production ~~process that incorporate these raw materials,~~capabilities, financial results and ~~our suppliers have implemented these alternatives in~~cash flow over the ~~production~~remainder 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.~~

At September 30, 2017 and December 31, 2016, the Company had $20,000 and $5,000 in outstanding borrowings under the credit facility, respectively. At October 31, 2017, the Company had $20,000 in outstanding borrowings under the credit facility. The borrowings under the credit facility were primarily used to finance our current capital expenditure projects for our Pennsylvania manufacturing operations and at our Ooltewah, Tennessee and Greeneville, Tennessee facilities.

2023.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with ~~accounting principles generally accepted in the United States of America,~~GAAP, which require us to make estimates. Certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, ~~estimates~~estimations and assumptions. ~~A discussion~~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 ~~judgments and uncertainties affecting their application and the likelihood that materially different amounts would be reported under different conditions or using different assumptions follows:~~first three months of 2023.

~~Accounts receivable~~

~~We extend credit~~For additional information, refer to ~~customers~~our summary of significant accounting policies in the normal course of business. Collections from customers are continuously monitored and an allowance for doubtful accounts is maintained based on historical experience and any specific customer collection issues. While such bad debt expenses have historically been within expectations and the allowance established, there can be no assurance that we will continue to experience the same credit loss rates as in the past.

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~~Inventory~~

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or market (net realizable value), determined on a first-in, first-out 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.

~~Long-lived assets~~

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be fully recoverable. When a determination has been made that the carrying amount of long-lived asset may not be fully recovered, the amount of impairment is measured by comparing an asset’s estimated fair value to its carrying value. The determination of fair value is based on projected future cash flows discounted at a rate determined by management, or if available independent appraisals or sales price negotiations. The estimation of fair value includes significant judgment regarding assumptions of revenue, operating costs, interest rates, property and equipment additions, and industry competition and general economic and business conditions among other factors. We believe that these estimates are reasonable; however, changes in any of these factors could affect these evaluations. Based on these estimates, we believe that our long-lived assets are appropriately valued.

~~Goodwill~~

~~Goodwill is tested for impairment annually or if an event or circumstance occurs that would more likely than not reduce the fair value~~Note 2 of the ~~reporting unit below the carrying amount. Goodwill is reviewed for impairment utilizing a qualitative assessment or a two-step process. If we choose~~"Notes to ~~perform a qualitative analysis of goodwill~~Consolidated Financial Statements" in Part IV, Item 15 and determine that fair value more likely than not exceeds the carrying value, no further testing is needed. If we choose the two-step approach, the first step identifies potential impairment by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying value the second step is not necessary. If the carrying value is more than the fair value, the second step of testing is performed to compare the fair value of the goodwill with its carrying value. An impairment loss would be recognized to the extent that the carrying value of the goodwill exceeds its fair value. We cannot predict the occurrence of certain events or changes"Critical Accounting Policies" in circumstances that might adversely affect the carrying value of goodwill. Such events might include, but are not limited to, the impact of the economic environment or a material change in a relationship with significant customers.

~~Warranty reserves~~

We estimate expense for product warranty claims at the time products are sold. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. We review trends of warranty claims and take actions to improve product quality and minimize warranty claims. We believe the warranty reserve is adequate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual.

~~Income taxes~~

Our income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in both the United States and foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we use to manage the underlying businesses.

~~The calculation~~Part II, Item 7 of our ~~tax liabilities involves dealing with uncertainties in~~Annual Report on Form 10-K for the application of complex tax laws and regulations in multiple foreign jurisdictions. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation process, on the basis of the technical merits.

We (1) record unrecognized tax benefits as liabilities in accordance with ASC 740 and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

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~~Revenues~~

Under our accounting policies, revenues are recorded when the risk of ownership for products has transferred to independent distributors or other customers, which generally occurs on shipment. From time to time, revenue is recognized under a bill and hold arrangement. Recognition of revenue on bill and hold arrangements occurs when risk of ownership has passed to the customer, a fixed written commitment has been provided by the customer, the goods are complete and ready for shipment, the goods are segregated from inventory, no performance obligation remains and a schedule for delivery has been established. While we manufacture only the bodies of wreckers, which are installed on truck chassis manufactured by third parties, we frequently purchase the truck chassis for resale to our customers. Sales of company-purchased truck chassis are included in net sales. Margin percentages are substantially lower on completed recovery vehicles containing company-purchased chassis because the markup over the cost of the chassis is nominal.

~~Foreign currency translation~~

The functional currency for our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date, historical rates for equity and the weighted average exchange rate during the period for revenue and expense accounts. Foreign currency translation adjustments are included in shareholders’ equity. Intercompany transactions denominated in a currency other than the functional currency are remeasured into the functional currency. Gains and losses resulting from foreign currency transactions are included in other income and expense in our consolidated statements of income.

year ended December 31, 2022.

Results of ~~Operations–~~Operations – Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to Three Months Ended ~~September 30, 2016~~

March 31, 2022

Net sales for the three months ended ~~September 30, 2017~~March 31, 2023 increased ~~3.9%~~31.0% to ~~$153,363~~$282,275 from ~~$147,597~~$215,545 for the comparable period in ~~2016. Domestic net~~2022. The increase in revenue is the result of the realization of price increases and increases in production volume across all our product categories due to supply chain improvements and continued strong customer demand. Net domestic sales increased during the three months ended March 31, 2023 to $258,167 from $194,351 for the comparable period ~~increased from $132,600 to $135,125 and~~in 2022, while net foreign ~~net~~ sales increased ~~for~~to $24,108 from $21,194 during the ~~period from $14,997 to $18,238.~~

same three-month period.

Costs of operations for the three months ended ~~September 30, 2017~~March 31, 2023 increased ~~5.5%~~25.8% to ~~$137,713~~$251,858 from ~~$130,481~~$200,205 for the comparable period in ~~2016. Overall, costs~~2022, due to increased deliveries. Costs of operations ~~increased~~decreased as a percentage of sales ~~from 88.4%~~ to ~~89.8%~~89.2%, compared to 92.9% for the comparable period in 2022, primarily due to ~~increased personnel costs related~~the recognition of price increases on sales to ~~rising employee benefits costs and product mix.~~

customers that offset higher input costs.

Selling, general and administrative expenses for the three months ended ~~September 30, 2017~~March 31, 2023 increased ~~slightly~~ to ~~$8,580~~$17,924 from ~~$8,495~~$12,386 for the ~~three months ended September 30, 2016.~~comparable period in 2022 due to increased expenses associated with increased sales volumes, as well as approximately $1,100 in increased professional and legal fees associated with recent investor activity discussed in the 8-K filed in March 2023, as well as additional executive compensation expense as discussed in the 8-K filed in April 2023. As a percentage of sales, selling, general and administrative expenses ~~decreased to 5.6%~~ for the three months ended ~~September 30, 2017~~March 31, 2023 increased to 6.3% from ~~5.8%~~5.7% in the comparable period in 2022.

Interest expense, net increased to $1,012 from $418 for the three months ended ~~September 30, 2016.~~

~~Total interest expense, net increased to $469 from $359 for the three months ended September 30, 2017~~March 31, 2023 as compared to the prior year period. Increases in interest expense, net were primarily due to increased borrowings ~~under~~on our credit facility, increased interest rates and increases in floor plan interest payments.

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Table of Contents

For the ~~credit facility.~~

~~Other (income) expense,~~three months ended March 31, 2023 the Company recognized a net foreign currency exchange gain of $338, compared to a net loss of $52 for the three months ended ~~September 30, 2017 consisted of a~~March 31, 2022, reflecting foreign currency ~~translation net gain of $106. For~~gains and loss on transactions denominated in a currency other than the ~~three months ended September 30, 2016, other (income) expense, net consisted of a foreign currency translation net gain of $238.~~

local entity’s functional currency.

The provision for income taxes for the three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022 reflects a combined effective U.S. federal, state and foreign tax rate of ~~33.6%~~21.9% and ~~35.0%~~16.9%, respectively. The higher year over year rate was due to favorable tax adjustments in foreign tax jurisdictions in the prior year. The principal differences between the federal statutory tax rate and the effective tax rate ~~consists~~consist primarily of state taxes, domestic tax credits, and tax differences on foreign ~~tax rate differences.~~earnings.

Liquidity and Capital Resources

~~Results of Operations–Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Net sales~~Cash used in operating activities was $6,764 for the ~~nine~~three months ended ~~September 30, 2017 increased 0.6%~~March 31, 2023, compared to ~~$455,385 from $452,525 for~~cash used in operating activities of $28,936 in the comparable period in ~~2016. Domestic~~2022. 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 ~~sales for~~cash flows from operating activities during the ~~period decreased from $405,913 to $403,157, offset by an increase in foreign net sales for the period from $46,612 to $52,228.~~

~~Costs of operations for the nine~~three months ended ~~September 30, 2017 increased 0.8%~~March 31, 2023, in comparison to ~~$406,737 from $403,402 for~~ the comparable period in 2016. Overall, costs of operations increased as a percentage of sales from 89.1% to 89.3% primarily due to increased personnel costs related to rising employee benefits costs and product mix.

~~Selling, general, and administrative expenses for the nine~~three months ended September 30, 2017 increased to $26,690 from $24,823 for the nine months ended September 30, 2016. The increase in expense was primarily attributable to increased personnel costs related to rising employee benefits costs. As a percentage of sales, selling, general, and administrative expenses increased to 5.9% for the nine months ended September 30, 2017 from 5.5% for the nine months ended September 30, 2016.

~~Total interest expense, net increased to $1,162 from $816 for the nine months ended September 30, 2017 as compared to the prior year period. Increases in interest expense were~~March 31, 2022, is primarily due to increases in ~~interest on distributor floor planning and chassis purchases, as well as borrowings under the credit facility.~~

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Other (income) expense, net for the nine months ended September 30, 2017 was a net gain of $590. This consisted of a gain on the sale of the Pennsylvania property of $601 offset by a foreign currency translation net loss of $11. For the nine months ended September 30, 2016, other (income) expense, net consisted of a foreign currency translation net gain of $451.

The provision for income taxes for the nine months ended September 30, 2017 and 2016 reflects a combined effective U.S. federal, state and foreign tax rate of 35.8% and 35.4%, respectively. The principal differences between the federal statutory tax rate and the effective tax rate consists primarily of state taxes, domestic tax credits and foreign tax rate differences.

~~Liquidity and Capital Resources~~

~~Cash provided by operating activities was $8,646 for the nine months ended September 30, 2017, compared~~receivables related to ~~cash used by operating activities of $1,215 for the comparable period~~increases in ~~2016. The cash provided by operating activities for the 2017 period was primarily attributable to consolidated net income, as well as decreases~~sales, coupled with recent increases in inventory purchases associated with increased production levels and prepaid expenses and increases in accrued liabilities, offset by increases in accounts receivable and decreases in accounts payable. Certain components of accounts receivable and accounts payable have extended collection and payment terms.

necessary to mitigate supply chain constraints.

Cash used in investing activities was ~~$17,943~~$1,749 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$19,150~~$4,083 for the comparable period in ~~2016.~~2022. The cash used in investing activities for ~~both~~ the ~~2017 and 2016 periods~~three months ended March 31, 2023 was ~~primarily~~ for ~~the purchase~~purchases of property, plant and ~~equipment relating to the capital projects described below.~~

equipment.

Cash ~~provided by~~used in financing activities was ~~$9,004~~$2,059 for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2023, compared to cash provided by financing activities of ~~$14,214~~$7,939 for the comparable period in ~~2016. The~~2022. Net cash ~~provided by~~flows used in financing activities for the ~~2017 period~~three months ended March 31, 2023 resulted from ~~borrowings~~payment of cash dividends of $2,059. Net cash flows from financing activities for the three months ended March 31, 2022 resulted from the advances on the credit facility, ~~of $15,000, $143 of proceeds from stock option exercises and $183 from excess tax benefit from stock-based compensation,~~ offset by ~~the~~payment of cash ~~used to pay~~ dividends ~~for the 2017 period~~ of ~~$6,139.~~

~~During the nine months ended September 30, 2017, we borrowed a total~~$2,055 and an immaterial amount of $35,000 and repaid a total of $20,000 under our credit facility. At October 31, 2017, we had $20,000 in outstanding borrowings under the credit facility. Borrowings under the credit facility during 2017 were primarily used topayments on finance ~~our current capital expenditure projects for our Pennsylvania manufacturing operations and our Ooltewah, Tennessee and Greeneville, Tennessee facilities.~~

lease obligations.

As of ~~September 30, 2017,~~March 31, 2023, we had cash and ~~cash equivalents~~temporary investments of ~~$33,499 not including $30,000 of unused availability~~$29,720, and an additional $55,000 in available borrowings under our existing credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal and interest payments on indebtedness. At ~~September 30, 2017,~~March 31, 2023, the Company had commitments of approximately ~~$14,600~~$9,159 for ~~construction and~~the acquisition of property, plant and equipment. At March 31, 2023, we also had a commitment of approximately $2,874 in software license fees related to the implementation of our enterprise software solution.

We expect our primary sources of cash to be cash ~~flow~~flows from operations, cash and ~~cash equivalents~~temporary investments on hand at ~~September 30, 2017~~March 31, 2023 and ~~additional~~ borrowings under our credit facility as needed. We expect these sources to be sufficient to satisfy our cash needs ~~during the fourth quarter of 2017 and~~ for at least the next ~~several years.~~year. However, our ability to satisfy our cash needs will substantially depend upon ~~a number of~~several factors, including our future operating performance, taking into account the supply chain, economic and other factors discussed above and elsewhere in this Quarterly Report on Form 10-Q, as well as financial, business and other factors, many of which are beyond our control.

As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016, $27,682~~2022, $20,715 and ~~$21,675,~~$18,254, respectively, of the Company’s cash and temporary investments were held by foreign subsidiaries and their holdings are generally based in the local currency. ~~Amounts held by foreign subsidiaries are generally subject to U.S. income taxation on repatriation to the U.S.~~

The Company is finalizing the consolidation and expansion of its Pennsylvania manufacturing operations to increase capacity and improve operating efficiencies. The plan includes consolidating primary manufacturing operations at one location. The current estimated costs of this project are approximately $24,700, including machinery and equipment, buildings and improvements and land. Approximately $23,700 of these costs were incurred as of September 30, 2017 and are included in property, plant and equipment, net on the consolidated balance sheets. The remainder of these costs are expected to be incurred during the fourth quarter of 2017. The timing and costs of the project are subject to change. We do not anticipate any employee severance costs or any material relocation expense associated with the consolidation since the two existing facilities are very close to each other. In June 2017, the Company sold the remaining plant location and realized a net gain of $601. A portion of the sold facility was leased from the buyer through November 2017 while production of certain equipment and storage of raw materials is relocated to the other Pennsylvania and Tennessee locations.

The Company also began several capital projects during 2016 involving machinery and equipment and building improvements at its Ooltewah, Tennessee and Greeneville, Tennessee facilities that it currently estimates will cost in total approximately $21,100. Approximately $19,400 of these costs were incurred as of September 30, 2017 and are included in property, plant and equipment, net on the consolidated balance sheets. The remainder of these costs are expected to be incurred during the fourth quarter of 2017. In addition, the Company began construction on an administrative building at its Ooltewah, Tennessee facility in June 2017. The current estimated costs of this project are approximately $4,200. Approximately $700 of these costs were incurred as of September 30, 2017, and the remaining costs are expected to be incurred by March 2018. The timing and cost of these projects are subject to change.

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Credit Facilities and Other Obligations

Credit Facility

~~On April 6, 2010 we entered into a Loan Agreement~~The Company’s current loan agreement with First ~~Tennessee~~Horizon Bank, ~~National Association for a $20,000 unsecured revolving credit facility. On December 21, 2011, our~~which governs its existing $100.0 million unsecured revolving credit facility ~~was increased to $25,000. On June 11, 2015, the credit facility was further renewed to extend the~~with a maturity date to March 31, 2018 and our unsecured revolving credit facility was increased to $30,000. On June 22, 2016, the credit facility was further increased to $50,000 to give the Company greater flexibility to finance current capital expenditure projects. On April 5, 2017, the credit facility was further renewed to extend the maturity date toof May 31, ~~2019. The current credit facility~~2027, contains customary representations and warranties, events of default, and financial, affirmative and negative covenants for loan agreements of this kind. ~~Covenants under the current~~The credit facility ~~restrict~~restricts the payment of cash dividends if the payment would cause the Company ~~would~~to be in violation of the minimum tangible net worth test or the leverage ratio test in the ~~current~~ loan agreement, ~~as a result of the dividend,~~ among various ~~restrictions. We have~~other customary covenants. The Company has been in compliance with these covenants throughout ~~2016~~2022 and during the ~~nine~~first three months ~~ended September 30, 2017~~of 2023, and ~~anticipate~~it is anticipated that wethe Company will continue to be in compliance ~~during~~for the ~~remainder of 2017.~~foreseeable future.

In ~~the~~ absence of a default, all borrowings under the credit facility bear interest at the ~~LIBOR~~one month Term SOFR Rate plus ~~1.50%~~1.00% or 1.25% per ~~annum.~~annum, depending on the leverage ratio. The Company ~~will pay~~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.

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~~At September 30, 2017 and December 31, 2016, the~~Table of Contents

The Company had ~~$20,000, and $5,000~~$45,000 in outstanding borrowings under the credit facility ~~respectively. At October~~at March 31, 2017, the Company had $20,000 in outstanding borrowings under the credit facility. The borrowings under the credit facility were primarily used to finance our current capital expenditure projects for our Pennsylvania manufacturing operations2023 and ~~at our Ooltewah, Tennessee and Greeneville, Tennessee facilities.~~December 31, 2022.

Other Long-Term Obligations

~~At September 30, 2017,~~Prior to applying a discount rate to our lease liabilities, at March 31, 2023 and December 31, 2022, we had approximately ~~$1,401~~$884 and $926 in non-cancelable operating lease ~~obligations.~~obligations, respectively, and $0 and $10 in non-cancelable finance lease obligations, respectively.

~~ITEM 3.~~

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 ~~our~~the credit facility because ~~the~~ outstanding amounts of indebtedness under ~~our~~the credit facility are subject to variable interest rates. Under ~~our~~the credit facility, the non-default rate of interest ~~was~~is equal to the ~~LIBOR Market Index Rate~~one month Term SOFR plus ~~1.50%~~1.00% or 1.25% per annum, ~~(for~~depending on the leverage ratio, for a rate of interest of ~~2.73%~~5.92% at ~~September 30, 2017). At the borrowing level under the credit facility at September 30, 2017, a~~March 31, 2023. A one percent change in the interest rate on our variable-rate debt would not have ~~a material impact on~~materially impacted our financial position, results of operations or cash flows as of and for the ~~three-month period~~three months ended ~~September 30, 2017.~~

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March 31, 2023.

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. At September 30, 2017,~~position and results of operations. During the three months ended March 31, 2023, we recognized a ~~$3,444 increase~~$979 unrealized gain in our foreign currency translation equity adjustment account ~~compared with December 31, 2016~~ because of the fluctuations in valuation of the U.S. dollar against ~~certain foreign currencies, including~~ the Euro and British pound. During the ~~British pound, compared to~~three months ended March 31, 2022, we recognized a ~~$121 increase for~~$25 unrealized gain. These amounts were recognized in accumulated other comprehensive loss on the ~~prior year period.~~

condensed consolidated balance sheets.

For the three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, the ~~impact~~impacts of foreign currency exchange rate changes on our results of operations and cash flows ~~was a~~were net ~~gain of $106 and a net gain of $238, respectively.~~

~~For the nine months ended September 30, 2017 and 2016, the impact of~~ foreign currency exchange ~~rate changes on our results~~gains of ~~operations~~$338 and ~~cash flows was a net gain~~losses of ~~$590 and a net gain of $451,~~$52, respectively.

~~ITEM 4.~~

ITEM 4. CONTROLS AND PROCEDURES

~~Within 90 days prior to the filing date of this report, we~~Disclosure Controls and Procedures

We carried out an evaluation, as of the end of the period covered by this Quarterly 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.

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 ~~in other factors that could significantly~~are reasonably likely to materially affect, our internal ~~controls subsequent to the date of this evaluation.~~control over financial reporting.

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PART II. OTHER INFORMATION

~~ITEM 1.~~

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 ~~these~~such matters could be resolved unfavorably to us, which could result in substantial damages against us. We ~~have established~~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 ~~these~~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.~~

ITEM 1A. RISK FACTORS

There have been no material changes to the ~~Risk Factors~~risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2022.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

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

None.

~~Item 3.~~

~~Defaults Upon Senior Securities~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

~~Item 4.~~

~~Mine Safety Disclosures~~

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

~~Item 5.~~

~~Other Information~~

ITEM 5. OTHER INFORMATION

None.

18

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ITEM 6. EXHIBITS


	~~ITEM 6.~~	~~EXHIBITS~~Description

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

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~~ 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

104		The ~~following information~~cover page from the Company’s ~~quarterly report~~Quarterly Report on Form 10-Q for the ~~quarterly period~~quarter ended ~~September 30, 2017~~March 31, 2023, has been formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets – September 30, 2017 and December 31, 2016; (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (v) Notes to Condensed Consolidated Financial Statements.*Inline XBRL.

* Filed herewith

*

~~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.

± 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.

19

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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, ~~and~~ Chief Financial Officer and Treasurer

Date: ~~November 8, 2017~~May 3, 2023

20

21

			~~Page Number~~
~~PART I~~	~~FINANCIAL INFORMATION~~			Page Number
PART I	FINANCIAL INFORMATION
	~~Item 1.~~		~~Financial Statements~~
	Item 1.	Financial Statements.

		Condensed Consolidated Balance Sheets ~~– September 30, 2017~~as of March 31, 2023 and December 31, ~~2016~~2022		2 3

		Condensed Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022		3 4

		Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022		4 5

		Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2023 and 2022	6

		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022		5 7

		Notes to Condensed Consolidated Financial Statements		6 8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		12 14

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		16 17

	Item 4.	Controls and Procedures.		17

PART II		OTHER INFORMATION

	Item 1.	Legal Proceedings.		18

	Item 1A.	Risk Factors.		18

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		18

	Item 3.	Defaults Upon Senior Securities.		18

	Item 4.	Mine Safety Disclosures.		18

	Item 5.	Other Information.		18

	Item 6.	Exhibits.		19

SIGNATURES				20 21

	September 30, 2017 (Unaudited)			December 31, 2016
ASSETS
CURRENT ASSETS:
Cash and temporary investments	$	33,499		$	31,115
Accounts receivable, net of allowance for doubtful accounts of $986 and $1,004 at September 30, 2017 and December 31, 2016, respectively		135,356			125,383
Inventories		64,648			64,136
Prepaid expenses		3,221			5,006
Total current assets		236,724			225,640
PROPERTY, PLANT, AND EQUIPMENT, net		74,189			59,613
GOODWILL		11,619			11,619
OTHER ASSETS		537			566
	$	323,069		$	297,438
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	79,335		$	85,116
Accrued liabilities		25,648			20,727
Total current liabilities		104,983			105,843
LONG-TERM OBLIGATIONS(Note 6)		20,000			5,000
DEFERRED INCOME TAX LIABILITIES		1,984			1,993
COMMITMENTS AND CONTINGENCIES(Notes 6 and 8)

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized, 11,377,982 and 11,346,060 outstanding at September 30, 2017 and December 31, 2016, respectively		114			113
Additional paid-in capital		150,879			150,404
Accumulated surplus		48,332			40,752
Accumulated other comprehensive income (loss)		(3,223	)		(6,667	)
Total shareholders’ equity		196,102			184,602
	$	323,069		$	297,438

	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016

NET SALES	$	153,363		$	147,597		$	455,385		$	452,525
COSTS OF OPERATIONS		137,713			130,481			406,737			403,402
GROSS PROFIT		15,650			17,116			48,648			49,123

OPERATING EXPENSES:
Selling, general and administrative expenses		8,580			8,495			26,690			24,823
Interest expense, net		469			359			1,162			816
Other (income) expense, net		(106	)		(238	)		(590	)		(451	)
Total operating expenses		8,943			8,616			27,262			25,188

INCOME BEFORE INCOME TAXES		6,707			8,500			21,386			23,935
INCOME TAX PROVISION		2,251			2,978			7,666			8,466
NET INCOME	$	4,456		$	5,522		$	13,720		$	15,469

BASIC INCOME PER COMMON SHARE	$	0.39		$	0.49		$	1.21		$	1.36
DILUTED INCOME PER COMMON SHARE	$	0.39		$	0.49		$	1.21		$	1.36

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.18		$	0.17		$	0.54		$	0.51

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		11,364			11,346			11,357			11,346
Diluted		11,373			11,374			11,376			11,374

	Three Months Ended September 30					Nine Months Ended September 30
	2017		2016			2017		2016
net income	$	4,456	$	5,522		$	13,720	$	15,469

Other comprehensive income (loss):
Foreign currency translation adjustment		1,746		(768	)		3,444		121
Total other comprehensive income (loss)		1,746		(768	)		3,444		121

comprehensive income	$	6,202	$	4,754		$	17,164	$	15,590

Payment	Record Date	Payment Date	Dividend (per share)		Amount

Q1 2014	March 17, 2014	March 24, 2014	$	0.15	$	1,692
Q2 2014	June 16, 2014	June 23, 2014		0.15		1,695
Q3 2014	September 15, 2014	September 22, 2014		0.15		1,696
Q4 2014	December 8, 2014	December 15, 2014		0.15		1,695
Total for 2014			$	0.60	$	6,778

Q1 2015	March 20, 2015	March 23, 2015	$	0.16	$	1,809
Q2 2015	June 15, 2015	June 19, 2015		0.16		1,814
Q3 2015	September 14, 2015	September 21, 2015		0.16		1,815
Q4 2015	December 7, 2015	December 11, 2015		0.16		1,815
Total for 2015			$	0.64	$	7,253

Q1 2016	March 21, 2016	March 28, 2016	$	0.17	$	1,929
Q2 2016	June 13, 2016	June 20, 2016		0.17		1,929
Q3 2016	September 12, 2016	September 19, 2016		0.17		1,928
Q4 2016	December 5, 2016	December 12, 2016		0.17		1,929
Total for 2016			$	0.68	$	7,715

Q1 2017	March 27, 2017	April 3, 2017	$	0.18	$	2,043
Q2 2017	June 13, 2017	June 20, 2017		0.18		2,048
Q3 2017	September 11, 2017	September 18, 2017		0.18		2,048
Total for 2017			$	0.54	$	6,139

	For the Three Months Ended September 30				For the Nine Months Ended September 30
	2017		2016		2017		2016
Net Sales:
North America	$	135,125	$	132,600	$	403,157	$	405,913
Foreign		18,238		14,997		52,228		46,612
	$	153,363	$	147,597	$	455,385	$	452,525

	September 30, 2017		December 31, 2016
Long Lived Assets:
North America	$	82,410	$	68,556
Foreign		3,398		2,676
	$	85,808	$	71,232