Miller Industries (NYSE: MLR) Q2 2026 profit drops as cash flow surges

Rhea-AI Filing Summary

Miller Industries, Inc. reported Q2 2026 net sales of $239.993 million, up 12.1% year over year, and net income of $7.269 million ($0.63 diluted EPS), down 14.1% as gross margin narrowed to 15.0% from 16.2% on higher chassis mix and Section 232 steel and aluminum tariffs.

For the first half of 2026, net sales were $420.855 million, down 4.3%, and net income fell to $7.822 million from $16.523 million, with gross margin at 14.6%. Operating cash flow more than doubled to $62.980 million, boosting cash to $55.635 million and leaving the $100.0 million revolving credit facility undrawn.

The Omars acquisition added $16.2 million of revenue in the first half but reduced pretax income by about $0.4 million, including roughly $0.11 per diluted share of largely non-cash acquisition expenses in Q2. Management is funding significant capital projects, including an estimated $100.0 million Ooltewah, Tennessee plant expansion and a €8.0 million French facility build-out, while returning capital through $4.6 million of share repurchases and a $0.21-per-share quarterly dividend amid demand headwinds from higher interest and fuel costs and tariff uncertainty.

Positive

• Operating cash flow rose 110.2% year over year to $62.980 million in the first half of 2026, strengthening liquidity to $55.635 million of cash with no outstanding borrowings on the $100.0 million revolving credit facility.

Negative

• First-half 2026 net income declined 52.7% to $7.822 million as gross margin fell to 14.6% from 15.6%, reflecting softer domestic demand, increased chassis deliveries, continued Section 232 tariffs and Omars-related acquisition costs.

Filing Explained

Omars purchase accounting remains unsettled, while Miller’s $100 million credit facility replacement is still under negotiation.

This unaudited Form 10-Q updates Miller Industries’ interim results and shows that the purchase-accounting valuation for its completed Omars acquisition remains provisional, so related asset, liability, tax, and earnings amounts can still change.

The company expects the third-party valuation to be finalized in the third quarter of 2026; adjustments tied to facts existing at the acquisition date will be recorded as measurement-period changes, while other changes will affect current-period earnings.

Miller Industries also says it is negotiating a replacement for its $100.0 million unsecured revolving credit facility, which matures on May 31, 2027; no replacement agreement has yet been finalized.

The specified resolution points are the Omars valuation expected in the third quarter of 2026 and the anticipated new credit agreement by the end of 2026; the filing says acceptable refinancing terms are not assured.

Key Figures

Q2 2026 Net Sales: 239,993 (in thousands) Q2 2026 Net Income: 7,269 (in thousands) Six-Month Net Sales 2026: 420,855 (in thousands) +5 more

8 metrics

Q2 2026 Net Sales 239,993 (in thousands) Net sales for the three months ended June 30, 2026

Q2 2026 Net Income 7,269 (in thousands) Net income for the three months ended June 30, 2026

Six-Month Net Sales 2026 420,855 (in thousands) Net sales for the six months ended June 30, 2026

Six-Month Net Income 2026 7,822 (in thousands) Net income for the six months ended June 30, 2026

Operating Cash Flow H1 2026 62,980 (in thousands) Net cash flows provided by operating activities, six months ended June 30, 2026

Cash and Cash Equivalents 55,635 (in thousands) Cash and cash equivalents as of June 30, 2026

Ooltewah Plant Expansion Budget $100.0 million Estimated cost of the Ooltewah, Tennessee facility expansion authorized in March 2026

Omars Acquisition Price $20.2 million Total purchase price for Omars – S.p.A. completed December 2, 2025

Key Terms

Section 232 tariffs, right-of-use assets, revolving credit facility, non-cash acquisition-related expenses, +1 more

5 terms

Section 232 tariffs regulatory

"continued impact of Section 232 tariffs imposed on imported specialty steel and aluminum"

A U.S. law authority that lets the government impose import duties if certain goods are judged to threaten national security, commonly used for metals like steel or aluminum. For investors, these tariffs act like a sudden price hike or import tax on a company's raw materials or foreign competitors, which can raise costs, change profit margins, shift supply chains, and alter competitive advantage across affected industries.

right-of-use assets financial

"Right-of-use assets – operating leases are recognized at the commencement date"

Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

revolving credit facility financial

"a $100.0 million amended unsecured revolving credit facility with a maturity date of May 31, 2027"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

non-cash acquisition-related expenses financial

"non-cash acquisition-related expenses associated with Omars ... negatively impacted results"

stock repurchase program financial

"a stock repurchase program authorizing the Company to purchase up to $25.0 million"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Miller Industries (MLR) perform financially in Q2 2026?

Miller Industries generated net sales of $239.993 million and net income of $7.269 million in Q2 2026. Diluted EPS was $0.63, with gross margin at 15.0%, down from 16.2% as higher chassis mix and Section 232 tariffs pressured profitability.

What were Miller Industries (MLR) results for the first half of 2026?

For the first six months of 2026, Miller Industries reported net sales of $420.855 million, down 4.3% year over year, and net income of $7.822 million, a 52.7% decline, as gross margin slipped to 14.6% from 15.6% and the SG&A ratio increased.

How is the Omars acquisition affecting Miller Industries (MLR) in 2026?

Omars contributed approximately $8.6 million of revenue in Q2 2026 and $16.2 million in the first half, but reduced pretax income by about $0.2 million in Q2 and $0.4 million year-to-date, mainly from non-cash valuation and amortization, estimated at $0.11 per diluted share.

What is Miller Industries’ (MLR) liquidity and debt position as of June 30, 2026?

At June 30, 2026 Miller Industries held $55.635 million of cash and cash equivalents and had no borrowings under its $100.0 million revolving credit facility. First-half 2026 operating cash flow was strong at $62.980 million, supported by lower inventories and higher accounts payable.

What major capital projects is Miller Industries (MLR) pursuing?

Major projects include a planned $100.0 million expansion of the Ooltewah, Tennessee plant, with site work underway and construction expected in early 2027, and an approximately €8.0 million ($9.1 million) expansion at a French facility, plus ongoing automation and robotics investments.

What shareholder returns did Miller Industries (MLR) provide in 2026?

In the first half of 2026, Miller Industries paid cash dividends of $0.42 per share and its board declared another $0.21 quarterly dividend. It also repurchased 101,626 shares for $4.6 million at an average price of $45.72 under its $25.0 million buyback program.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​ ​ ​ ​ For the quarterly period ended: June 30, 2026 ​ ​ ​

or

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

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For the transition period from ________ to ________

Commission File No. 001-14124

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MILLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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Tennessee	​	62-1566286
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
	​	​
8503 Hilltop Drive, Ooltewah, Tennessee	​	37363
(Address of principal executive offices)	​	(Zip Code)
​	​	​
(423) 238-4171
(Registrant’s telephone number, including area code)

Not Applicable

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

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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	MLR	New York Stock Exchange

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

Yes ☒        No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒        No ☐

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

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐        No ☒

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of July 31, 2026 was 11,352,184.

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TABLE

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TABLE OF CONTENTS

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PART I.	FINANCIAL INFORMATION		4
Item 1.	Financial Statements		4
	Condensed Consolidated Balance Sheets		4
​	Condensed Consolidated Statements of Income		5
	Condensed Consolidated Statements of Comprehensive Income		6
​	Condensed Consolidated Statements of Shareholders’ Equity		7
​	Condensed Consolidated Statements of Cash Flows		8
​	Notes to the Condensed Consolidated Financial Statements		9
	​	Note 1. Basis of Presentation and Significant Accounting Policies		9
​	​	Note 2. Business Combinations		11
​	​	Note 3. Inventory		13
​	​	Note 4. Property, Plant and Equipment		14
​	​	Note 5. Long-Term Obligations		14
​	​	Note 6. Income Taxes		14
​	​	Note 7. Leases		14
​	​	Note 8. Commitments and Contingencies		16
	​	Note 9. Shareholders’ Equity		17
	​	Note 10. Revenue		18
	​	Note 11. Earnings Per Share		19
​	​	Note 12. Subsequent Events		19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27
Item 4.	Controls and Procedures		27
PART II.	OTHER INFORMATION		28
Item 1.	Legal Proceedings		28
Item 1A.	Risk Factors		28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3.	Defaults Upon Senior Securities		28
Item 4.	Mine Safety Disclosures		28
Item 5.	Other Information		28
Item 6.	Exhibits		29
SIGNATURES			30

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2 | Q2 FY 2026 FORM 10-Q	​

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FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including but not limited to statements made in Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, statements about anticipated effects of adopting certain accounting standards, statements made with respect to future operating results, and statements about trends, events, or developments that we expect or anticipate will occur in the future are forward-looking 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. Our actual results may differ materially from the results anticipated in these forward-looking statements due to, among other things, the risks set forth in Part I, Item 1A – “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our other filings with the Securities and Exchange Commission.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and documents we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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FINANCIAL STATEMENTS	​

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS         

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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​	​	​	​	​	​
​	June 30, 2026		​ ​ ​	December 31, 2025
(in thousands, except share and per share amounts)	(Unaudited)		​	​	​
ASSETS	​	​	​	​	​
CURRENT ASSETS:	​	​	​	​	​
Cash and cash equivalents	$	55,635	​	$	44,682
Accounts receivable, net of allowance for credit losses of $1,994 and $1,876 as of June 30, 2026 and December 31, 2025, respectively		224,984	​		198,261
Inventories, net		157,307	​		184,231
Prepaid expenses		15,772	​		12,409
Total current assets		453,698	​		439,583
NON-CURRENT ASSETS:	​	​	​	​	​
Property, plant and equipment, net		127,977	​		123,808
Right-of-use assets – operating leases	​	2,544	​	​	276
Goodwill		20,258	​		20,073
Other assets		4,575	​		5,927
TOTAL ASSETS	$	609,052	​	$	589,667
​	​	​	​	​	​
LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	​	​	​
CURRENT LIABILITIES:	​	​	​	​	​
Current portion of long-term debt	$	2,146	​	$	2,246
Accounts payable	​	127,385	​	​	78,548
Accrued liabilities		54,257	​		55,602
Current portion of operating lease obligation	​	745	​	​	176
Total current liabilities		184,533	​		136,572
NON-CURRENT LIABILITIES:	​	​	​	​	​
Long-term obligations		1,023	​		31,055
Non-current portion of operating lease obligation		1,799	​		100
Deferred income tax liabilities		1,604	​		1,370
TOTAL LIABILITIES		188,959	​		169,097
​	​	​	​	​	​
COMMITMENTS AND CONTINGENCIES (Note 8)	​	​	​	​	​
​	​	​	​	​	​
SHAREHOLDERS’ EQUITY:	​	​	​	​	​
Preferred stock, $0.01 par value per share:		​	​		​
Authorized – 5,000,000 shares, Issued and outstanding – none	​	—	​	​	—
Common stock, $0.01 par value per share:		​	​	​	​
Authorized – 100,000,000 shares, Issued and outstanding – 11,352,184 and 11,371,730 shares as of June 30, 2026 and December 31, 2025, respectively	​	114	​	​	114
Additional paid-in capital		149,736	​		153,046
Retained earnings		271,838	​		268,798
Accumulated other comprehensive loss		(1,595)	​		(1,388)
TOTAL SHAREHOLDERS’ EQUITY		420,093	​		420,570
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	609,052	​	$	589,667

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See notes to condensed consolidated financial statements.

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4 | Q2 FY 2026 FORM 10-Q	​

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FINANCIAL STATEMENTS	​

​

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended					​	Six Months Ended
​	June 30					​	June 30
(in thousands, except share and per share amounts)	2026		​	2025		​	2026		​	2025
NET SALES	$	239,993	​	$	214,032	​	$	420,855	​	$	439,682
COST OF OPERATIONS		204,057	​		179,446			359,238	​		371,153
GROSS PROFIT		35,936	​		34,586			61,617	​		68,529
​	​	​	​	​	​	​	​	​	​	​	​
OPERATING EXPENSES:	​	​	​	​	​	​	​	​	​	​	​
Selling, general and administrative expenses		25,176	​		23,404			49,125	​		46,664
​		​	​	​	​			​	​	​	​
NON-OPERATING (INCOME) EXPENSES:	​	​	​	​	​	​	​	​	​	​	​
Interest expense, net		352	​		294			498	​		389
Other (income) expense, net		338	​		(479)			324	​		(682)
Total expense, net		25,866	​		23,219			49,947	​		46,371
​		​	​		​			​	​		​
INCOME BEFORE INCOME TAXES	​	10,070	​		11,367	​	​	11,670	​		22,158
INCOME TAX PROVISION		2,801	​	​	2,909			3,848	​	​	5,635
NET INCOME	$	7,269	​	$	8,458		$	7,822	​	$	16,523
​	​	​	​	​	​	​	​	​	​	​	​
INCOME PER SHARE OF COMMON STOCK:	​	​	​	​	​	​	​	​	​	​	​
Basic	$	0.64	​	$	0.74	​	$	0.69	​	$	1.44
Diluted	$	0.63	​	$	0.73	​	$	0.68	​	$	1.42
​	​	​	​	​	​	​	​	​	​	​	​
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK	$	0.21	​	$	0.20	​	$	0.42	​	$	0.40
​	​	​	​	​	​	​	​	​	​	​	​
WEIGHTED-AVERAGE SHARES OUTSTANDING:	​	​	​		​	​	​	​	​		​
Basic		11,377	​		11,459	​		11,382	​		11,454
Diluted		11,521	​		11,600			11,522	​		11,611

​

See notes to condensed consolidated financial statements.

​

​

	​
​	5

​

Table of Contents

​	​
​	​
FINANCIAL STATEMENTS	​

​

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended					​	Six Months Ended
​	June 30					​	June 30
(in thousands)	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
NET INCOME	$	7,269	​	$	8,458	​	$	7,822	​	$	16,523
​	​	​	​	​	​	​	​	​	​	​	​
OTHER COMPREHENSIVE INCOME (LOSS):		​	​		​	​		​	​		​
Foreign currency translation adjustment		(947)	​		5,271	​		(207)	​		5,150
Total other comprehensive income (loss)		(947)	​		5,271	​		(207)	​		5,150
​	​	​	​	​	​	​	​	​	​	​	​
TOTAL COMPREHENSIVE INCOME	$	6,322	​	$	13,729	​	$	7,615	​	$	21,673

​

See notes to condensed consolidated financial statements.

​

​

	​
6 | Q2 FY 2026 FORM 10-Q	​

​

Table of Contents

​	​
FINANCIAL STATEMENTS	​

​

​

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

Additional

​

​

​

​

​

Accumulated Other

​

​

(in thousands, except share and per share amounts)

Shares

​

​

Amount

​

​

Paid-in Capital

​

​

Retained Earnings

​

Comprehensive Gain (Loss)

​

Total Equity

BALANCE, December 31, 2024

11,439,292

​

$

114

​

$

153,704

​

$

254,938

​

$

(7,726)

​

$

401,030

Issuance of common stock, net of shares withheld for employee taxes

66,803

​

​

1

​

​

—

​

​

—

​

​

—

​

​

1

Stock-based compensation

—

​

​

—

​

​

1,921

​

​

—

​

​

—

​

​

1,921

Repurchases of common stock

(46,817)

​

​

—

​

​

(2,102)

​

​

—

​

​

—

​

​

(2,102)

Dividends paid ($0.20)

—

​

​

—

​

​

—

​

​

(2,288)

​

​

—

​

​

(2,288)

Foreign currency translation gain (loss)

—

​

​

—

​

​

—

​

​

—

​

​

(121)

​

​

(121)

Net income

—

​

​

—

​

​

—

​

​

8,065

​

​

—

​

​

8,065

BALANCE, March 31, 2025

11,459,278

​

$

115

​

$

153,523

​

$

260,715

​

$

(7,847)

​

$

406,506

Issuance of common stock, net of shares withheld for employee taxes

10,003

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Stock-based compensation

—

​

​

—

​

​

1,153

​

​

—

​

​

—

​

​

1,153

Repurchases of common stock

(11,158)

​

​

—

​

​

(500)

​

​

—

​

​

—

​

​

(500)

Dividends paid ($0.20)

—

​

​

—

​

​

—

​

​

(2,294)

​

​

—

​

​

(2,294)

Foreign currency translation gain (loss)

—

​

​

—

​

​

—

​

​

—

​

​

5,271

​

​

5,271

Net income

—

​

​

—

​

​

—

​

​

8,458

​

​

—

​

​

8,458

BALANCE, June 30, 2025

11,458,123

​

$

115

​

$

154,176

​

$

266,879

​

$

(2,576)

​

$

418,594

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

BALANCE, December 31, 2025

11,371,730

​

$

114

​

$

153,046

​

$

268,798

​

$

(1,388)

​

$

420,570

Issuance of common stock, net of shares withheld for employee taxes

73,060

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Stock-based compensation

—

​

​

—

​

​

(43)

​

​

—

​

​

—

​

​

(43)

Repurchases of common stock

(49,074)

​

​

(1)

​

​

(2,176)

​

​

—

​

​

—

​

​

(2,177)

Dividends paid ($0.21)

—

​

​

—

​

​

—

​

​

(2,388)

​

​

—

​

​

(2,388)

Foreign currency translation gain (loss)

—

​

​

—

​

​

—

​

​

—

​

​

740

​

​

740

Net income

—

​

​

—

​

​

—

​

​

555

​

​

—

​

​

555

BALANCE, March 31, 2026

11,395,716

​

$

114

​

$

150,826

​

$

266,965

​

$

(648)

​

$

417,257

Issuance of common stock, net of shares withheld for employee taxes

9,020

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Stock-based compensation

—

​

​

—

​

​

1,380

​

​

—

​

​

—

​

​

1,380

Repurchases of common stock

(52,552)

​

​

(1)

​

​

(2,469)

​

​

—

​

​

—

​

​

(2,470)

Dividends paid ($0.21)

—

​

​

—

​

​

—

​

​

(2,396)

​

​

—

​

​

(2,396)

Foreign currency translation gain (loss)

—

​

​

—

​

​

—

​

​

—

​

​

(947)

​

​

(947)

Net income

—

​

​

—

​

​

—

​

​

7,269

​

​

—

​

​

7,269

BALANCE, June 30, 2026

11,352,184

​

$

114

​

$

149,736

​

$

271,838

​

$

(1,595)

​

$

420,093

​

​

​

See notes to condensed consolidated financial statements.

​

​

​

​

	​
​	7

​

Table of Contents

​	​
​	​
FINANCIAL STATEMENTS	​

​

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

​	​	​	​	​	​
​	Six Months Ended June 30
(in thousands)	2026		​ ​ ​	2025
CASH FLOWS FROM OPERATING ACTIVITIES:	​	​		​	​
Net income	$	7,822	​	$	16,523
Adjustments to reconcile net income to net cash flows from operating activities:		​	​		​
Depreciation and amortization		8,204	​		7,378
Non-cash operating lease expense	​	434	​	​	1,816
(Gain) loss on disposal of property, plant and equipment		174	​		(1)
Provision for credit losses		99	​		108
Issuance of common stock, net of shares withheld for employee taxes		(1)	​		1
Stock-based compensation	​	1,337	​	​	3,074
Deferred tax provision		62	​		(82)
Changes in operating assets and liabilities:		​	​		​
Accounts receivable		(27,016)	​		44,550
Inventories		27,014	​		24,385
Prepaid expenses		(3,004)	​		(11,798)
Other assets		(2,644)	​		(2,056)
Accounts payable		49,002	​		(49,173)
Operating lease obligation	​	(434)	​	​	(45)
Accrued liabilities		1,958	​		(4,612)
Income taxes payable		(27)	​		(112)
Net cash flows provided by (used in) operating activities		62,980	​		29,956
​	​	​	​	​	​
CASH FLOWS FROM INVESTING ACTIVITIES:		​	​		​
Purchases of property, plant and equipment		(12,112)	​		(6,804)
Proceeds from sale of property, plant and equipment		2	​		—
Net cash flows provided by (used in) investing activities		(12,110)	​		(6,804)
​	​	​	​	​	​
CASH FLOWS FROM FINANCING ACTIVITIES:		​	​		​
Repurchase of common stock	​	(4,646)	​	​	(2,602)
Net borrowings (payments) under credit facility		(30,000)	​		(10,000)
Payments of cash dividends		(4,784)	​		(4,582)
Net cash flows provided by (used in) financing activities		(39,430)	​		(17,184)
​	​	​	​	​	​
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(487)	​		1,516
NET CHANGE IN CASH AND CASH EQUIVALENTS		10,953	​		7,484
CASH AND CASH EQUIVALENTS, beginning of period		44,682	​		24,337
CASH AND CASH EQUIVALENTS, end of period	$	55,635	​	$	31,821
SUPPLEMENTAL INFORMATION:		​	​		​
Cash payments for interest	$	1,696	​	$	4,457
Cash payments for income taxes, net of refunds	$	4,285	​	$	3,480
Right-of-use assets obtained in exchange for operating lease liabilities	$	2,819	​	$	1,674

​

See notes to condensed consolidated financial statements.

​

​

	​
8 | Q2 FY 2026 FORM 10-Q	​

​

Table of Contents

​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.          BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements of Miller Industries, Inc. include the accounts of all consolidated subsidiaries (the “Company”). All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.

References to “we”, “our”, and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (this “Form 10-Q”) are to Miller Industries, Inc. and its consolidated subsidiaries unless the context requires otherwise.

Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual amounts may differ from these estimated amounts.

In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. Financial results presented for this fiscal 2026 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).

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

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.

Fair value measurements are classified under the following fair value hierarchy:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Inputs, other than quoted market prices included in Level 1 that are observable either directly or indirectly for the asset or liability.

Level 3: Unobservable inputs are used when little or no market data is available, and if there is little or no market data for the asset or liability at the measurement date.

Items Measured at Fair Value on a Recurring Basis  

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair value because of the short-term maturity of these instruments at June 30, 2026 and December 31, 2025. The carrying values of the indebtedness under the Company’s first amendment to the loan agreement with First Horizon Bank were not materially different than the estimated fair values because the interest rate approximated rates currently available to the Company as of June 30, 2026 and December 31, 2025.

Items Measured at Fair Value on a Non-Recurring Basis

The Company measures certain assets and liabilities at fair value on a non-recurring basis. As of June 30, 2026 and December 31, 2025, there were no significant assets or liabilities measured at fair value on a non-recurring basis outside of impairment assessments around

	​
​	9

​

Table of Contents

​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

Property, Plant, and Equipment, and Goodwill as described in Note 1 – “Organization and Summary of Significant Accounting Policies” in the 2025 Form 10-K, and the fair value of assets and liabilities explained in Note 2 – “Business Combinations” in this Form 10-Q.

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the notes to the audited consolidated financial statements within its 2025 Form 10-K. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2026.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not been issued or made available for issuance. The Company adopted the guidance in the fiscal year beginning January 1, 2025 and the additional disclosure has been added to Note 8 – “Income Taxes” in the 2025 Form 10-K.

There were no new material accounting standards adopted in the six months ended June 30, 2026.

Recently Issued Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted for financial statements that have not been issued or made available for issuance. The Company is currently evaluating the impact this standard will have on its disclosures, including the method and timing of adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), and clarified by ASU 2025-01, which provides investors with a better understanding of the major components of an entity’s income statement. The pronouncement is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its disclosures, including the method and timing of adoption.

Segment Disclosures

The Company has one reportable segment identified as towing and recovery equipment, which is manufactured in the United States, United Kingdom, France, and Italy. The Company designs and manufactures bodies of car carriers and wreckers, which are installed on chassis (manufactured by third parties) and sold to our customers. Net sales is primarily derived from the sale of towing and recovery equipment through our distributor network or directly to end-user customers.

The Company’s chief operating decision maker (the “CODM”) is the President and Chief Executive Officer of the Company. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income as reported on the consolidated statements of income. The CODM also uses current market conditions to evaluate income generated from segment assets in deciding whether to recommend reinvesting profits into the segment or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis and the monitoring of budgeted versus actual results are used in assessing the segment’s performance.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies included in Note 1 of the 2025 Form 10-K. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

	​
10 | Q2 FY 2026 FORM 10-Q	​

​

Table of Contents

​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

The following tables contain information reviewed by the CODM:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended June 30					​	Six Months Ended June 30
​	(Unaudited)					​	(Unaudited)
(in thousands)	2026		​	2025		​	2026		​	2025
CONSOLIDATED STATEMENT OF INCOME	​	​	​	​	​	​	​	​	​	​	​
Net Sales by Geographic Region:	​	​	​	​	​	​	​	​	​	​	​
North America	$	193,476	​	$	175,942	​	$	325,159	​	$	362,280
Foreign	​	46,517	​	​	38,090	​	​	95,696	​	​	77,402
Net Sales	​	239,993	​	​	214,032	​	​	420,855	​	​	439,682
​	​	​	​	​	​	​	​	​	​	​	​
Cost of operations		204,057	​		179,446	​		359,238	​		371,153
Selling, general and administrative expenses	​	25,176	​	​	23,404	​	​	49,125	​	​	46,664
Interest expense, net		352	​		294	​		498	​		389
Other (income) expense, net		338	​		(479)	​		324	​		(682)
Income before taxes	​	10,070	​	​	11,367	​	​	11,670	​	​	22,158
Tax expense	​	2,801	​	​	2,909	​	​	3,848	​	​	5,635
CONSOLIDATED NET INCOME	$	7,269	​	$	8,458	​	$	7,822	​	$	16,523

​

​	​	​	​	​	​
​	June 30, 2026		​ ​ ​	December 31, 2025
(in thousands)	(Unaudited)		​	​	​
TOTAL ASSETS	​	​	​	​	​
Cash and cash equivalents	$	55,635	​	$	44,682
Accounts receivable, net of allowance for credit losses	​	224,984	​	​	198,261
Inventories, net	​	157,307	​	​	184,231
Prepaid expenses	​	15,772	​	​	12,409
​	​	​	​	​	​
Long-lived assets:	​	​	​	​	​
North America	​	128,102	​	​	124,448
Foreign	​	22,677	​	​	19,709
Net long-lived assets	​	150,779	​	​	144,157
​	​	​	​	​	​
Other assets	​	4,575	​	​	5,927
CONSOLIDATED TOTAL ASSETS	$	609,052	​	$	589,667

​

​

​

2. BUSINESS COMBINATIONS

On December 2, 2025, the Company completed the acquisition of 100% of the outstanding equity interests in Omars – S.p.A. (“Omars”), an Italian company. Omars manufactures towing and recovery equipment in Italy and sells its products and services in Europe and various other regions. The acquisition of Omars provides additional manufacturing capacity and expands the Company’s market footprint outside the United States.

The purchase price, totaling approximately $20.2 million, was comprised of cash on hand and by drawing on the Company’s existing revolving credit facility.

	​
​	11

​

Table of Contents

​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

The preliminary allocation of the consideration for the acquisition of Omars was as follows:

​

​	​	​	​
(in thousands)	​	​	​
SOURCES OF FINANCING:	​	​	​
Cash	​	$	20,201
Fair Value of Consideration Transferred	​	​	20,201
​	​	​	​
FAIR VALUE OF ASSETS & LIABILITIES:	​	​	​
Cash	​	$	1,587
Accounts receivable	​	​	4,762
Inventory	​	​	13,104
Prepaid expenses	​	​	234
Property, plant and equipment	​	​	9,127
Identifiable intangible assets:	​	​	​
Trademarks and trade names	​	​	2,918
Customer relationships	​	​	2,110
Total Assets Acquired	​	​	33,842
​	​	​	​
Accounts payable and accrued liabilities	​	$	9,769
Short-term debt	​	​	2,306
Long-term debt	​	​	1,643
Total Liabilities Assumed	​	​	13,718
​	​	​	​
GOODWILL	​	$	77

​

The fair value of the assets acquired includes trade receivables of $4.8 million that are not purchased financial assets with credit deterioration. The Company does not anticipate any markdowns of trade receivables or corresponding credit losses.

The Company has engaged a third-party to perform a valuation of Omars, which includes intangible assets and real estate. However, the valuation has not been completed at the time of this filing. As such, any adjustment to the value of assets, such as intangible assets, fixed assets and/or inventory, will be disclosed in future filings. We expect the valuation to be finalized in the third quarter of 2026.

Transaction costs incurred in the acquisition were not material and were primarily related to legal, accounting, and consulting services and were expensed as incurred through June 30, 2026 and are included in Selling, General and Administrative expenses in the consolidated statements of operations.

The allocations of the fair value of the acquired business were based on preliminary valuations of the estimated net fair value of the assets and liabilities of Omars. The provisional fair value estimates are subject to adjustment during the measurement period (up to one year from the acquisition date). The fair values of the assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management.

During the measurement period, preliminary valuations assigned to assets and liabilities will be adjusted if new information is obtained about facts and circumstances that existed as of the acquisition date which, if known, would have resulted in revised values for these items as of that date. The net working capital adjustment related to the acquisition is estimated as of the closing date and will subsequently be adjusted based on that estimate. Net working capital adjustments, if any, will be recorded in other assets on the consolidated balance sheet. The impact of all changes, if any, that do not qualify as measurement period adjustments will be included in current period earnings.

The results of operations of Omars for the period from the December 2, 2025 acquisition date through June 30, 2026, are included in the accompanying consolidated statements of operations. Transaction costs associated with the acquisition were not significant.

	​
12 | Q2 FY 2026 FORM 10-Q	​

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​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

Pro Forma Consolidated Financial Information (Unaudited)

The results of operations for Omars, and the estimated fair values of the assets acquired, and liabilities assumed have been included in the Company’s consolidated financial statements since the date Omars acquired 100% of the outstanding equity interests in Omars – S.p.A. For the three months ended June 30, 2026, Omars contributed approximately $8.6 million to the Company’s revenues and decreased pretax income by approximately $0.2 million. For the six months ended June 30, 2026, Omars contributed approximately $16.2 million to the Company’s revenues and decreased pretax income by approximately $0.4 million. Loss for the period includes adjustments made for amortization of estimated intangible assets as well as sales of finished goods recorded at market value as part of the acquisition.

The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Omars for the periods as shown as if the acquisition had occurred on January 1, 2025. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties.

The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Pro Forma for Three Months					​	Pro Forma for Six Months
​	Ended June 30,					​	Ended June 30,
(in thousands)	​	2026	​	​	2025	​	​	2026	​	​	2025
Revenue	$	239,993	​	$	222,488	​	$	420,855	​	$	454,070
Income Before Income Taxes	$	10,070	​	$	12,215	​	$	11,670	​	$	23,625

​

​

3.          INVENTORY

Inventory costs include materials, labor, and factory overhead. Inventories are stated at the lower of cost or net realizable value, primarily determined on a moving average unit cost basis. Appropriate consideration is given to obsolescence, valuation, and other factors in determining net realizable value. Revisions of these estimates could result in the need for adjustments.

Inventories, net of reserves, consisted of the following:

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
(in thousands)	​ ​ ​	2026		​ ​ ​	2025
Chassis	​	$	20,364	​	$	43,353
Raw materials	​		63,443	​		66,235
Work in process	​		47,509	​		51,476
Finished goods	​		25,991	​		23,167
TOTAL INVENTORY	​	$	157,307	​	$	184,231

​

For the three- and six-month periods ended June 30, 2026 and 2025, the Company did not recognize impairment of inventory.

As of June 30, 2026 and December 31, 2025, the Company’s balances are presented net of inventory reserves of $8.1 million and $6.3 million, respectively.

​

	​
​	13

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​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

4.          PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
(in thousands)	​ ​ ​	2026		​	2025
Land and improvements	​	$	32,188	​	$	31,715
Buildings and improvements	​		104,279	​		95,204
Machinery and equipment	​		91,385	​		94,068
Furniture and fixtures	​		16,561	​		16,177
Software costs	​		15,489	​		15,467
TOTAL PROPERTY, PLANT AND EQUIPMENT, gross	​		259,902	​		252,631
Less accumulated depreciation	​		(131,925)	​		(128,823)
TOTAL PROPERTY, PLANT AND EQUIPMENT, net	​	$	127,977	​	$	123,808

​

For the three months ended June 30, 2026 and 2025, depreciation expense related to property, plant and equipment was $4.0 million and $3.7 million, respectively. For the six months ended June 30, 2026 and 2025, depreciation expense related to property, plant and equipment was $8.2 million and $7.4 million, respectively.

​

5.          LONG-TERM OBLIGATIONS

Credit Facility

The Company’s loan agreement with First Horizon Bank, which governs its $100.0 million amended unsecured revolving credit facility with a maturity date of May 31, 2027, contains customary representations and warranties, events of default, and financial, affirmative, and negative covenants for loan agreements of this kind. The credit facility restricts the payment of cash dividends if the payment would cause the Company to be in violation of the minimum tangible net worth test or the leverage ratio test in the loan agreement, among various other customary covenants. In the absence of default, all borrowings under the credit facility bear interest at the one-month Term Secured Overnight Financing Rate (SOFR) plus 1.00% or 1.25% per annum.

We were in compliance with all covenants under the credit facility throughout 2025 and the first six months of 2026. The Company pays a quarterly 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.

We are currently in negotiations for a new revolving credit facility to replace our existing revolving credit facility and anticipate that our new loan agreement will be finalized by the end of 2026 on terms similar to those of the existing loan agreement. However, there can be no assurance that we will be able to refinance the existing revolving credit facility on terms and conditions acceptable to us, or at all, or on a timely basis.

For the three months ended June 30, 2026 and 2025, interest expense on the credit facility was $0.2 million and $1.0 million, respectively. For the six months ended June 30, 2026 and 2025, interest expense on the credit facility was $0.5 million and $1.9 million, respectively. The Company had no outstanding borrowings under the credit facility as of June 30, 2026 and $30.0 million as of December 31, 2025.

6.          INCOME TAXES

As of June 30, 2026, the Company had no federal net operating loss carryforwards. As of June 30, 2026 and December 31, 2025, state net operating loss carryforwards were $10.8 million.

7.          LEASES

We have lease agreements for equipment and facilities under long-term, non-cancellable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from, and have the ability to direct, the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and long-term operating lease liabilities in our condensed consolidated balance sheets. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, plus payments made prior to lease commencement and any initial direct costs. Operating lease expense for operating lease assets is recognized on a straight-line basis over the

	​
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​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

lease term. As most of our 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.

We also have elected to apply a practical expedient for short-term leases whereby we do not recognize a lease liability or a right-of-use asset for leases with a term of 12 months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related right-of-use asset or lease obligation for such contracts.

Our leases have remaining lease terms that expire at various dates through 2034. Some of our lease terms may include options to extend or terminate the lease, and the Company includes those leases when it is reasonably certain we will exercise that option.

The following table summarizes the components of lease cost:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended					​	Six Months Ended
​	June 30					​	June 30
(in thousands)	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
LEASE COST	​	​	​	​	​	​	​	​	​	​	​
OPERATING LEASE COST:	​	​	​	​	​	​	​	​	​	​	​
Total long-term operating lease cost	$	222	​	$	91	​	$	347	​	$	178
Total short-term operating lease cost		303	​		234	​		593	​		375
TOTAL LEASE COST	$	524	​	$	325	​	$	940	​	$	553

​

The following table summarizes supplemental cash flow information related to leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30

​

June 30

​

(in thousands)

2026

​

2025

​

2026

​

2025

​

OTHER INFORMATION:

​

​

​

​

​

​

​

​

​

​

​

​

Cash paid for amounts included in the measurement of lease obligation:

​

​

​

​

​

​

​

​

​

​

Operating cash flows used in operating leases

$

222

​

$

91

​

$

347

​

$

178

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The following table presents other lease information related to the Company’s leases:

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	​	2026		​	2025
WEIGHTED-AVERAGE REMAINING LEASE TERM (YEARS):	​	​	​	​	​	​
Operating leases	​	5.5	​	​	1.6	​
​	​	​	​	​	​	​
WEIGHTED-AVERAGE DISCOUNT RATE:	​	​	​	​	​	​
Operating leases	​	4.4	%	​	3.5	%

​

Future lease payments under non-cancellable leases as of June 30, 2026 were as follows:

​

​	​	​
(in thousands)	Operating Lease Obligations
REMAINING FISCAL 2026	$	408
2027		656
2028		490
2029	​	363
2030	​	300
Thereafter		649
TOTAL LEASE PAYMENTS	​	2,866
Less imputed interest	​	(322)
LEASE OBLIGATION AS OF JUNE 30, 2026	$	2,544

​

	​
​	15

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​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

Related Party Leases

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 both the three- and the six-month periods ended June 30, 2026 and 2025, the related party lease cost was $0.1 million. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of $0.1 million during both the three months ended June 30, 2026 and 2025. During the six months ended June 30, 2026 and 2025, the related lease cost was $0.2 million and $0.3 million respectively.

8.          COMMITMENTS AND CONTINGENCIES

Commitments

As of June 30, 2026 and December 31, 2025, the Company had commitments of approximately $14.0 million and $15.5 million, respectively, for construction and acquisition of property, plant and equipment. During the second quarter of 2026, the Company continued its investments in automation and the use of robotics in its production processes to streamline efficiency.

In addition to these commitments, in March 2025, the Company’s Board of Directors authorized approximately $9.1 million (€8.0 million) for an expansion at one of our facilities in France. During the second half of 2025, work was performed to prepare the site and finalize the design. Construction for this project commenced during the second quarter of 2026.  

In March 2026, our Board of Directors authorized a plant expansion at our Ooltewah, TN facility, which we expect will improve our flexibility and enhance production capacity. We anticipate the cost of this project to be approximately $100.0 million. The site preparation for this project began in the second quarter of 2026 and construction of the building is expected to begin in early 2027.

Contingencies

The Company has entered into arrangements with third-party lenders where it has agreed to repurchase products that are repossessed from our independent distributors in the event of default. These arrangements are typically subject to a maximum repurchase amount. As of June 30, 2026 and year ended December 31, 2025, the maximum amount of collateral the Company could be required to purchase was $95.6 million and $118.6 million, respectively. The Company’s financial exposure under these arrangements is limited to the difference between the amount paid to third-party lenders for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. The Company had no repurchases of inventory during the six months ended June 30, 2026 and year ended December 31, 2025 and concluded the liability associated with potential repurchase obligations was neither probable, nor material.

Litigation

We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. The Company has established accruals for matters that are probable and reasonably estimable, and maintains product liability and other insurance that management believes to be adequate. Although management believes that any pending claims and lawsuits will not have a significant impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters is subject to inherent uncertainties and management’s assessment may change depending on future events.

	​
16 | Q2 FY 2026 FORM 10-Q	​

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​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

9.          SHAREHOLDERS’ EQUITY

2023 Non-Employee Director Stock Plan

Effective May 2023, the Company adopted the Miller Industries, Inc. 2023 Non-Employee Director Stock Plan (the “2023 Plan”). Pursuant to the 2023 Plan, the Board of Directors may grant up to 125,000 shares under share-based awards to non-employee directors of the Company. The 2023 Plan provides for the issuance of restricted stock, restricted stock units, unrestricted shares of common stock and non-statutory stock options, or any combination thereof on the first business day after each annual meeting of shareholders of the Company. The 2023 Plan will terminate on May 26, 2033.

2025 Stock Incentive Plan

Effective May 2025, the Company adopted the Miller Industries, Inc. 2025 Stock Incentive Plan (the “2025 Plan”). Pursuant to the 2025 Plan, the Board of Directors may grant up to 500,000 shares of common stock under share-based awards to employees, directors, consultants, advisors, and other persons who perform services for the Company or a subsidiary. The 2025 Plan provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, other awards or any combination thereof. The 2025 Plan will terminate on March 31, 2035. The 2025 Plan replaces the Miller Industries, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). While previously-granted awards remain outstanding under the 2016 Plan, no new awards can be granted under that plan.

Restricted Stock Units

The Company’s equity incentive plan awards issued and outstanding as of June 30, 2026 and December 31, 2025 consisted only of time-based restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of the Company’s common stock. Time-based RSUs, once granted, are subject only to time-based service conditions. Executive officer time-based RSU awards vest ratably over three to five years (depending on award granted) and non-employee director time-based RSU awards cliff-vest after one year.

The following table summarizes all transactions related to restricted stock units granted under the 2016 Plan, the 2023 Plan, and the 2025 Plan for the six months ended June 30, 2026:

​

​	​	​	​	​	​	​
(in thousands, except per share amounts)	​	​	Number of Shares of Common Stock/Restricted Stock Units	​	Weighted-Average Grant Date Fair Value
Non-vested as of December 31, 2025	​	​	249,962	​	$	41.24
Granted	​	​	77,523	​	​	44.33
Vested (1)	​	​	(110,423)	​	​	40.77
Forfeited	​	​	—	​	​	—
Non-vested as of June 30, 2026	​	​	217,062	​	$	42.58

(1) Vested shares include 28,343 shares of common stock that vested and were withheld for employee taxes. Vested shares are issued to the recipient within 30 days after the applicable vesting date.

​

The following table provides additional data related to restricted stock unit grants under the 2016 Plan, the 2023 Plan, and the 2025 Plan:

​

​	​	​	​
(in thousands, except weighted-average period in years)	​	June 30, 2026
Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax	​	$	3,437
Weighted-average period in years over which restricted stock unit cost is expected to be recognized (in years)	​	​	1.7
Total grant date fair value of shares of common stock vested during the year	​	$	4,502

​

Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statements of income, using the graded attribution method over the requisite service period.

	​
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​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

Stock Repurchase Program

On April 2, 2024, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $25.0 million of the Company’s common stock with no expiration date (the “Repurchase Program”). Repurchases under the Repurchase Program may be made on the open market, in privately negotiated transactions, block purchases, or otherwise as permitted by the federal securities laws and other legal and contractual requirements and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The number of shares to be repurchased and the timing of any repurchases will depend on a number of factors, including share price, economic and market conditions, and corporate requirements, among others. The Company may choose to suspend or discontinue the Repurchase Program at any time. The cost of the shares repurchased will be funded from our available cash and cash equivalents and borrowings under our credit facility.

For accounting purposes, common stock repurchased under the Repurchase Program is recorded based upon the settlement date of the applicable trade (though such repurchases may not be reflected in the stock records of the Company’s transfer agent on such date). During the six months ended June 30, 2026 the Company had repurchased 101,626 shares of common stock pursuant to the Repurchase Program. The total cost of the shares repurchased during the six months ended June 30, 2026 was $4.6 million with an average price of $45.72 per share.

​

10.          REVENUE

All of our operating revenue is generated from contracts with customers. Our primary source of revenue is generated from sales of towing and recovery equipment. Because our product lines have substantially similar characteristics, the Company has identified one operating segment regularly reviewed to assess performance and allocate resources. Alternatively, the Company uses a geographic approach to track revenues by geographic regions.

Net revenues by geographic region are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

Six Months Ended

​

​

​

June 30

​

​

​

June 30

​

​

(in thousands)

2026

​

2025

​

Change

​

2026

​

2025

​

Change

Geographic regions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

North America

$

193,476

​

$

175,942

​

10.0%

​

$

325,159

​

$

362,280

​

(10.2)%

Foreign

​

46,517

​

​

38,090

​

22.1%

​

​

95,696

​

​

77,402

​

23.6%

TOTAL NET REVENUE

$

239,993

​

$

214,032

​

12.1%

​

$

420,855

​

$

439,682

​

(4.3)%

​

Concentrations of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. As of June 30, 2026 and December 31, 2025, the Company had cash deposited net of outstanding checks of $55.6 million and $44.7 million, respectively, held in multiple high-credit quality financial institutions. We attempt to limit our credit risk associated with accounts receivable by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses.

No single customer accounted for more than 10% of the Company’s total revenues for the three or the six months ended June 30, 2026 or the comparable periods in 2025.

As of June 30, 2026, and December 31, 2025, no single customer accounted for more than 10% of the Company’s total trade receivable.

​

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​	​
​	​
FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

11.          EARNINGS PER SHARE

The following table reconciles the number of shares of common stock used to compute basic and diluted earnings per share of common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30

​

June 30

(in thousands, except share and per share amounts)

​ ​ ​

2026

​ ​ ​

2025

​

2026

​ ​ ​

2025

BASIC EARNINGS PER SHARE OF COMMON STOCK:

​

​

​

​

​

​

​

​

​

Net income - basic

​

$

7,269

$

8,458

​

$

7,822

$

16,523

Weighted shares outstanding

​

11,377,012

11,458,754

​

11,381,819

11,454,348

Basic earnings per share of common stock

​

$

0.64

$

0.74

​

$

0.69

$

1.44

​

​

​

​

​

​

​

​

​

​

​

DILUTED EARNINGS PER SHARE OF COMMON STOCK:

​

​

​

​

​

​

​

​

​

​

Net income - basic

​

$

7,269

$

8,458

​

$

7,822

$

16,523

Weighted shares outstanding - basic

​

​

11,377,012

​

11,458,754

​

​

11,381,819

​

11,454,348

Effect of dilutive securities

​

​

144,467

​

141,210

​

​

140,193

​

157,092

Weighted shares outstanding - diluted

​

​

11,521,479

​

11,599,964

​

​

11,522,012

​

11,611,440

Diluted earnings per share of common stock

​

$

0.63

$

0.73

​

$

0.68

$

1.42

​

​

​

​

​

12.          SUBSEQUENT EVENTS

Dividends

On July 31, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.21 per share. The dividend is payable September 15, 2026, to shareholders of record as of September 8, 2026.

​

​

	​
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​	​
MD&A	​

​

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

RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a summary from the perspective of management on our consolidated operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented.

The MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and the unaudited condensed consolidated financial statements and the accompanying notes thereto included herein.

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

References to “the Company”, “we”, “us”, and “our” are intended to mean the business and operations of Miller Industries, Inc., and its consolidated subsidiaries unless the context requires otherwise.

ABOUT MILLER INDUSTRIES, INC.

Miller Industries, Inc. is The World’s Largest Manufacturer of Towing and Recovery Equipment^®, with domestic manufacturing operations in Tennessee and Pennsylvania, and foreign manufacturing operations in France, Italy, and the United Kingdom.

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

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

In addition to selling our products, our independent distributors provide end-users with parts and service. We also utilize sales representatives to inform prospective end-users about our current product lines in an effort to drive sales to independent distributors. Management believes the strength of our distribution network and the breadth and quality of our product offerings are two key advantages over our competitors.

We focus 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.

Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing research and development facility in Chattanooga, Tennessee in 2019, where we pursue various innovations in our products and manufacturing processes, some of which are intended to enhance the safety of our employees and reduce our environmental impact. Our investments in strategic and planned projects have contributed to our increased production capacity and optimized our manufacturing processes, including investing in component re-design capabilities that allow for more flexibility in our manufacturing and sourcing.

Most recently, during fiscal 2025, the Company completed the acquisition of Omars – S.p.A., a designer and manufacturer of towing and recovery vehicles. Omars, headquartered in Cuneo, Italy, has over 45 years of experience in manufacturing light-duty, medium-duty, and heavy-duty recovery vehicles and car carriers. With a highly complementary product portfolio, management believes this acquisition will expand Miller Industries’ footprint in the European market with an additional, well-recognized European brand. This acquisition will provide Miller Industries with additional capacity which the Company expects will improve its manufacturing flexibility and its ability to meet growing customer demands.

TRENDS AND OTHER FACTORS AFFECTING OUR BUSINESS

During 2025 and first half of 2026, we were presented with several ongoing challenges, such as the residual effect of recent years’ supply chain disruptions, inflationary pressures, and uncertainty around tariffs, all of which have impacted our profitability. Beginning in the second half of 2025, we started to experience demand headwinds, including reduced retail sales and lower order intake, which we believe were attributable to the continued high cost of equipment ownership in the elevated interest rate environment, escalating insurance costs for our customers, and the imposition of and ongoing uncertainty involving tariffs. As a result of these challenges, we strategically decreased production in 2025 to reduce field inventory in our distribution channel, we implemented certain cost savings initiatives and we continued to secure our supply chain to mitigate the long-term impacts of current and potential future tariffs. These actions during 2025 included a

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reduction in workforce, which we announced in August 2025, as part of our comprehensive cost reduction plan. Under this plan, we reduced our headcount by approximately 150 positions across three of our U.S. manufacturing facilities during the third quarter of 2025.

During the first half of 2026, we continued to see significant pressure on global supply chains due to economic uncertainty and geopolitical tensions, including hostilities among the United States, Israel, and Iran, and the ongoing military conflict in Ukraine, resulting in significant increases in fuel costs. This global rise in fuel costs has resulted in fewer miles driven which has, and may continue to, adversely impact the demand for our products. Accordingly, during the first half of 2026, we continued to face demand headwinds, which we believe are attributable to increased fuel costs, as well continued high cost of equipment ownership in the elevated interest rate environment, escalating insurance costs for our customers, and the imposition of and ongoing uncertainty involving tariffs. We continue to assess current and ongoing macroeconomic trends and closely monitor our production schedules and cost structure as they may be materially impacted by the effects of these pressures. We implemented a surcharge in April 2025 to partially offset these pressures; however, continued cost increases have exceeded the coverage provided by that surcharge. As a result, in May 2026, we announced that the existing surcharge would be rolled into our standard pricing structure. In addition, we announced a 3% price increase on all domestic manufactured products, which went into effect on all domestic manufactured products invoiced after July 31, 2026. These actions are intended to better align our pricing with the current cost environment while supporting our continued investment in U.S. manufacturing, product quality, safety, and regulatory compliance.

Despite these past and present challenges, we believe we are well-positioned to enhance our operating results. We remain focused on meeting the needs of our customers. Ongoing communication and prioritization continue with our suppliers in an effort to identify and mitigate any future and continuing risks, and to proactively manage inventory levels of materials and component parts to align with anticipated demand for our products. However, our performance will be heavily influenced by, among other things, whether supply chain constraints and inflationary pressures continue to lessen or worsen, the continuing impact of ongoing military conflicts in the Middle East and Ukraine or other geopolitical events and developments, and the threat of recession and general economic conditions. We are actively monitoring the impact the military conflict in the Middle East may have on our fuel costs and petroleum-related products, given the recent surges in fuel prices. In addition, this military conflict has disrupted oil distribution globally, as Iran has also retaliated against ships in the Strait of Hormuz, through which approximately 20% of the world’s oil and gas is transported. A continued conflict with Iran could drive fuel prices even higher. While we believe the impacts of the conflict between the United States, Israel, and Iran will continue to have an effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time. In addition, while we have attempted to pass increased costs on to our customers, including through our recent surcharge and price increases on manufactured products, there can be no assurance that we will be able to continue to do so in the future.

Additionally, our future performance will continue to be heavily influenced by, among other things, the high cost of equipment ownership and customer spending patterns, the continued uncertainty regarding tariffs, and regulations regarding emissions standards. In particular:

● The rising cost of equipment ownership has posed, and is expected to continue to pose, a significant challenge for end-market towers. Continuing increases in fuel costs, insurance premiums, and elevated interest rates have added cost pressures to our end-users, and fluctuations in the value of used trucks have affected trade-in values and new equipment purchases.

● We continue to experience uncertainty around tariffs, including with respect to the ongoing changes in U.S. trade policies, potential modifications to existing trade agreements, further restrictions on free trade, and any potential new or further escalation of trade tensions and retaliatory measures by foreign governments. See “Our dependence upon outside suppliers for component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products, leaves us subject to changes in price and availability (including as a result of tariffs), the cadence and quantity of deliveries from our suppliers, and delays in receiving supplies of such materials, component parts or chassis” in Part I, Item 1A – “Risk Factors” in our 2025 Form 10-K for further information regarding tariffs. While we believe the diversity and strength of our supply chain leaves us well-positioned to navigate these uncertainties, we expect tariffs, in particular on specialty steel and aluminum, will continue to adversely impact the Company’s operating results.

● In recent years, regulations with near zero emission standards were adopted by certain states, which limit the amount of diesel-powered commercial vehicles that can be registered and, therefore, the number of vehicles we can sell in these states. Compliance with these regulations negatively impacted customer demand during 2024 and through the third quarter of 2025 and were expected to continue to negatively impact customer demand. However, with the EPA and Congress either revoking, or being unwilling to grant, necessary federal preemption waivers with respect to the California Air Resources Board’s regulations and other similar state laws, as well as some states pushing to limit the impact of these and similar regulations, we believe the effects of these regulations will continue to lessen throughout the remainder of 2026. For further information regarding federal and state laws and regulations governing commercial vehicle engine emissions, including the California Air Resources Board’s regulations, see “Government Regulations and Environmental Matters” in Part I, Item 1 - “Business” and “Environmental and health and safety liabilities and requirements could require us to incur material costs” in Part I, Item 1A - “Risk Factors” in our 2025 Form 10-K.

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The impact of these factors remains largely out of our control, and could continue to have an adverse impact on our production capabilities, financial results, and cash flow into the remainder of fiscal 2026.

Based on preliminary valuation estimates, non-cash acquisition-related expenses associated with Omars - primarily tied to the sale of equipment adjusted to fair market value and amortization of the estimated intangible value of customer relationships - negatively impacted the Company’s financial results for the second fiscal quarter of 2026 by approximately $0.11 per diluted share. We currently anticipate that this amount represents the majority of the total acquisition-related expenses expected to be recognized in 2026. We remain confident that the acquisition will be accretive in the first year after recognizing these non-cash acquisition-related expenses. The Company continues to work with its third-party valuation consultants, and the final amounts will be adjusted upon the completion of their analysis.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates. Certain accounting policies are deemed “critical”, as they require management’s highest degree of judgment, estimations, and assumptions. The accounting policies deemed to be most critical to our financial position and results of operations are those related to allowance for credit losses, inventory, long-lived assets, business combinations, goodwill, warranty reserves, income taxes, and foreign currency translations. There have been no significant changes in our critical accounting policies during the six months ended June 30, 2026, from the information provided under the heading “Critical Accounting Policies and Sensitive Accounting Estimates” in Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K.

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RESULTS OF OPERATIONS

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​
​	​	June 30					​	​
(in thousands)	​	2026		​ ​ ​	2025		​ ​ ​	Change
NET SALES	​	$	239,993	​	$	214,032	​	12.1%
COST OF OPERATIONS	​	​	204,057	​	​	179,446	​	13.7%
GROSS PROFIT	​	​	35,936	​	​	34,586	​	3.9%
OPERATING EXPENSES:	​	​	​	​	​	​	​	​
Selling, general and administrative	​	​	25,176	​	​	23,404	​	7.6%
NON-OPERATING (INCOME) EXPENSES:	​	​	​	​	​	​	​	​
Interest expense, net	​	​	352	​	​	294	​	19.7%
Other (income) expense, net	​	​	338	​	​	(479)	​	170.6%
Total expenses, net	​	​	25,866	​	​	23,219	​	11.4%
INCOME BEFORE INCOME TAXES	​	​	10,070	​	​	11,367	​	(11.4)%
INCOME TAX PROVISION	​	​	2,801	​	​	2,909	​	(3.7)%
NET INCOME	​	$	7,269	​	$	8,458	​	(14.1)%

Net Sales

Net sales for the three months ended June 30, 2026 were $240.0 million compared to $214.0 million for the corresponding period in fiscal 2025, an increase of 12.1%. The increase in net sales was primarily due to increased chassis deliveries and the inclusion of Omars sales for the full second quarter of 2026, offset by lower domestic production levels.

Net foreign sales for the three months ended June 30, 2026 were $46.5 million compared to $38.1 million for the corresponding period in fiscal 2025, an increase of 22.1%. The primary reason for the increase was the inclusion of Omars sales for the full second quarter of 2026 which totaled $8.6 million.

Cost of Operations

Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related factory overhead, physical inventory adjustments, as well as inbound and outbound freight. Cost of operations for the three months ended June 30, 2026 was $204.1 million compared to $179.4 million for the corresponding period in fiscal 2025, an increase of 13.7%. The increase in cost of operations was consistent with the increase in sales.

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Gross Profit

Gross profit is equal to net sales less cost of operations. Gross profit for the three months ended June 30, 2026 was $35.9 million compared to $34.6 million for the corresponding period in fiscal 2025, an increase of 3.9%. This increase was primarily due to the increase in sales. As a percentage of sales, gross profit was 15.0% for the three months ended June 30, 2026, compared to 16.2% in the corresponding period in fiscal 2025, a decrease of 7.3%, primarily as a result of increased chassis deliveries and continued impact of Section 232 tariffs imposed on imported specialty steel and aluminum.

Selling, General and Administrative

Selling, general and administrative expenses for the three months ended June 30, 2026 were $25.2 million compared to $23.4 million for the corresponding period in fiscal 2025, an increase of 7.6%. While the Company was successful in reducing the historical expense base, the reduction was offset by the inclusion of Omars for the second quarter of 2026.  In addition to the recurring expense for Omars, the current quarter also includes $0.5 of amortization expense related to intangible assets that were recognized on the preliminary opening balance. 

As a percentage of net sales, selling, general and administrative expenses decreased to 10.5% for the three months ended June 30, 2026, from 10.9% for the comparable period in fiscal 2025.

Interest Expense, Net

Interest expense, net for the three months ended June 30, 2026 was $0.4 million compared to $0.3 million for the corresponding period in fiscal 2025, an increase of 19.7%. Interest expense for the three months ended June 30, 2026 was $0.9 million and $2.1 million for the comparable period in 2025, offset by interest income of $0.6 million for the three months ended June 30, 2026, compared to interest income of $1.8 million for the comparable period in 2025.

Other (Income) Expense

The Company is exposed to foreign currency transaction risks when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.2 million and gain of $0.5 million for the three months ended June 30, 2026 and 2025, respectively.

Provision for Income Taxes

The provision for income taxes for the three months ended June 30, 2026 and 2025 reflects a combined federal, state, and foreign tax rate of 27.8% and 25.6%, respectively. The increase was primarily due to the reversal of Omars fair-value adjustments and amortization of intangible assets that were recognized as part of the acquisition accounting. These expenses may or may not be deductible under Italian tax law, which is reflected in the related tax benefit recognized for these expenses. The tax provision will be revised when the final valuation is completed, and definitive tax treatment of these expenses is determined. Adjustments to tax expense will be recognized in current period earnings. The remaining differences between the federal statutory tax rate and the effective tax rate consist primarily of non-deductible executive compensation, state taxes, domestic tax credits, and tax differences on other foreign earnings.

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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

​	​	​	​	​	​	​	​	​
​	​	Six Months Ended					​	​
​	​	June 30					​	​
(in thousands)	​	2026		​ ​ ​	2025		​ ​ ​	Change
NET SALES	​	$	420,855	​	$	439,682	​	(4.3)%
COST OF OPERATIONS	​	​	359,238	​	​	371,153	​	(3.2)%
GROSS PROFIT	​	​	61,617	​	​	68,529	​	(10.1)%
OPERATING EXPENSES:	​	​	​	​	​	​	​	​
Selling, general and administrative	​	​	49,125	​	​	46,664	​	5.3%
NON-OPERATING (INCOME) EXPENSES:	​	​	​	​	​	​	​	​
Interest expense, net	​	​	498	​	​	389	​	27.9%
Other (income) expense, net	​	​	324	​	​	(682)	​	147.5%
Total expenses, net	​	​	49,947	​	​	46,371	​	7.7%
INCOME BEFORE INCOME TAXES	​	​	11,670	​	​	22,158	​	(47.3)%
INCOME TAX PROVISION	​	​	3,848	​	​	5,635	​	(31.7)%
NET INCOME	​	$	7,822	​	$	16,523	​	(52.7)%

Net Sales

Net sales for the six months ended June 30, 2026 were $420.9 million compared to $439.7 million for the corresponding period in fiscal 2025, a decrease of 4.3%. The decrease in net sales was primarily due to lower domestic production levels, offset by the inclusion of Omars and increased chassis deliveries.

Net foreign sales for the six months ended June 30, 2026 were $95.7 million compared to $77.4 million for the corresponding period in fiscal 2025, an increase of 23.6%. The primary reason for the increase was the inclusion of Omars sales for the first half of 2026 which totaled $16.2 million.

Cost of Operations

Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related factory overhead, physical inventory adjustments, as well as inbound and outbound freight. Cost of operations for the six months ended June 30, 2026 was $359.2 million compared to $371.2 million for the corresponding period in fiscal 2025, a decrease of 3.2%. The decrease in cost of operations was consistent with the decrease in sales.

Gross Profit

Gross profit is equal to net sales less cost of operations. Gross profit for the six months ended June 30, 2026 was $61.6 million compared to $68.5 million for the corresponding period in fiscal 2025, a decrease of 10.1%. This decrease was primarily due to the decrease in sales. As a percentage of sales, gross profit was 14.6% for the six months ended June 30, 2026, compared to 15.6% in the corresponding period in fiscal 2025, a decrease of 6.1%, primarily as a result of increased chassis deliveries and continued impact of Section 232 tariffs imposed on imported specialty steel and aluminum.

Selling, General and Administrative

Selling, general and administrative expenses for the six months ended June 30, 2026 were $49.1 million compared to $46.7 million for the corresponding period in fiscal 2025, an increase of 5.3%. While the Company was successful in reducing the historical expense base, the reduction was offset by the inclusion of Omars for the first half of 2026. In addition to the recurring expense for Omars, the current year also includes $1.1 of amortization expense related to intangible assets that were recognized on the preliminary opening balance.

As a percentage of net sales, selling, general and administrative expenses increased to 11.7% for the six months ended June 30, 2026, from 10.6% for the comparable period in fiscal 2025.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2026 was $0.5 million compared to $0.4 million for the corresponding period in fiscal 2025, an increase of 27.9%. Interest expense for the six months ended June 30, 2026 was $1.8 million and $4.5 million for the comparable period in 2025, offset by interest income of $1.3 million for the six months ended June 30, 2026, compared to interest income of $4.1 million for the comparable period in 2025.

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Other (Income) Expense

The Company is exposed to foreign currency transaction risks when the Company has transactions that are denominated in a currency other than its functional currency. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange loss of $0.3 million and gain of $0.7 million for the six months ended June 30, 2026 and 2025, respectively.

Provision for Income Taxes

The provision for income taxes for the six months ended June 30, 2026 and 2025 reflects a combined federal, state, and foreign tax rate of 33.0% and 25.4%, respectively. The increase was primarily due to the reversal of Omars fair-value adjustments and amortization of intangible assets that were recognized as part of the acquisition accounting. These expenses may or may not be deductible under Italian tax law, so a conservative tax benefit was recognized for these expenses. The tax provision will be revised when the final valuation is completed, and definitive tax treatment of these expenses is determined. Adjustments to tax expense will be recognized in current period earnings. The remaining differences between the federal statutory tax rate and the effective tax rate consist primarily of non-deductible executive compensation, state taxes, domestic tax credits, and tax differences on other foreign earnings.

​

LIQUIDITY AND CAPITAL RESOURCES

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

Cash and Cash Equivalents

As of June 30, 2026, we had cash and cash equivalents of $55.6 million, and $100.0 million in availability for borrowing under our credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends, purchases pursuant to our stock repurchase program, and principal and interest payments on indebtedness.

The cash and cash equivalents balance as of June 30, 2026 included $34.9 million of cash held by subsidiaries outside of the United States.

Cash Flows

The following table summarizes our cash flows for the period:

​	​	​	​	​	​	​	​	​
​	Six Months Ended					​	​	​
​	June 30					​	​	​
(in thousands)	2026		​	2025		​	Change
Operating activities	$	62,980	​	$	29,956	​	110.2	%
Investing activities	​	(12,110)	​	​	(6,804)	​	(78.0)	%
Financing activities	​	(39,430)	​	​	(17,184)	​	(129.5)	%
Effect of exchange rate changes on cash and cash equivalents		(487)	​	​	1,516	​	(132.1)	%
Net increase (decrease) in cash and cash equivalents	$	10,953	​	$	7,484	​	46.4	%

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

Cash Flows Provided by (Used in) Operating Activities

During the six months ended June 30, 2026, net cash provided by operating activities was $63.0 million compared to net cash provided by operating activities of $30.0 million in the comparable period in fiscal 2025. Cash provided by operating activities is generally attributable to the receipt of payments from our customers as settlement of their contractual obligation, once we have fulfilled all performance obligations related to our contracts with them. These cash receipts are netted with payments for purchases of inventory, payments for materials used in manufacturing, and other payments that are necessary in the ordinary course of our operations, such as those for utilities and taxes. The cash provided by operating activities was primarily driven by decreases in inventory, as well as increases in accounts payable, offset by increases in accounts receivable, resulting in net positive change in working capital and signifying further stabilization of changes in assets and liabilities as a result of continued supply chain recovery and distributor inventory reductions.

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Cash Flows Provided by (Used in) Investing Activities

During the six months ended June 30, 2026, cash used in investing activities was $12.1 million compared to cash used in investing activities of $6.8 million for the comparable period in fiscal 2025. The cash used in investing activities was primarily for purchases of property, plant and equipment, as well as our continued investment in manufacturing automation enterprise resource planning (ERP) system enhancements, and the initial phase of our expansions in Tennessee and France.

Cash Flows Provided by (Used in) Financing Activities

During the six months ended June 30, 2026, cash used in financing activities was $39.4 million compared to cash used in financing activities of $17.2 million for the comparable period in fiscal 2025. The cash used in financing activities was primarily due to payments on the credit facility, repurchases of common stock, and cash payments for dividends.

Contractual Obligations

As of June 30, 2026 and December 31, 2025, we had commitments of approximately $14.0 million and $15.5 million, respectively, for the acquisition of property, plant and equipment. This decrease in commitments for acquisition of property, plant and equipment was primarily due to progress payments made during the quarter on our continued investments in automation and the use of robotics in our production processes to streamline efficiency and expand our manufacturing facilities. There have been no other material changes to our contractual obligations from what was previously disclosed in our 2025 Form 10-K.

Credit Facility

The Company had no outstanding borrowings under the credit facility as of June 30, 2026 and $30.0 million as of December 31, 2025. See the disclosure under the heading “Credit Facility” in Note 5 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s credit facility.

As of July 31, 2026, we had no outstanding balance on our credit facility.

Other Long-Term Obligations

Prior to applying a discount rate to our lease liabilities, we had approximately $2.9 million and $0.3 million in non-cancellable operating lease obligations as of June 30, 2026 and December 31, 2025, respectively. We had no non-cancellable finance lease obligations as of June 30, 2026 and December 31, 2025.

Capital Expenditures

Capital expenditures during the six months ended June 30, 2026 and 2025 were $12.1 million and $6.8 million, respectively. We make ongoing capital investments in our property, plant and equipment to increase our production capacity and efficiencies, as well as the sustainability and safety of our operations. This includes capital investments during the six months ended June 30, 2026 in the use of robotics and automation in our production processes to streamline efficiency.

In March 2025, our Board of Directors authorized approximately $9.1 million (€8.0 million) for an expansion at one of our facilities in France. During the second half of 2025, work was performed to prepare the site and finalize the design. Construction for this project began in the second quarter of 2026.

In March 2026, our Board of Directors authorized a plant expansion at our Ooltewah, TN facility, which we expect will improve our flexibility and enhance production capacity. We anticipate the cost of this project to be approximately $100.0 million. The site preparation for this project began in the second quarter of 2026, and construction of the building is expected to begin in early 2027.

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OTHER KEY INFORMATION	​

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ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our quantitative and qualitative disclosures about market risk from what was previously disclosed in our 2025 Form 10-K.

ITEM 4.          CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

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

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OTHER KEY INFORMATION	​

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PART II. OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

The disclosures under the heading “Litigation” in Note 8 of the Notes to Condensed Consolidated Financial Statements are incorporated herein by reference.

ITEM 1A.          RISK FACTORS

There have been no material changes to the risk factors described in Part I, Item 1A – “Risk Factors” of our 2025 Form 10-K.

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

Issuer Purchases of Equity Securities

The following table provides information about repurchases of our common stock during the quarter ended June 30, 2026:

​	​	​	​	​	​	​	​	​	​	​
​	​	Total number of shares purchased (1)	​	Average price paid per share		​	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	​	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2)
​	​	​	​	​	​	​	​	​	​	​
April 1, 2026 - April 30, 2026	​	—	​	$	—	​	—	​	$	13,940
May 1, 2026 - May 31, 2026	​	—	​	$	—	​	—	​	$	13,940
June 1, 2026 - June 30, 2026	​	61,572	​	$	46.61	​	52,552	​	$	11,470
TOTAL	​	61,572	​	​	​	​	52,552	​	​	​

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(1) Includes 28,343 shares of common stock withheld to cover employees’ tax withholding obligations upon the vesting of restricted stock units.

(2) On April 2, 2024, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $25.0 million in aggregate value of its common stock. The stock repurchase program is more fully disclosed in Note 9 of the Notes to Condensed Consolidated Financial Statements.

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ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.          OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the quarter ended June 30, 2026, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

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EXHIBITS	​

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ITEM 6.          EXHIBITS

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10.1	Miller Industries, Inc. Third Amended and Restated Severance Protection Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2026).
​	​
31.1	Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer*
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31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer*
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32.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Executive Officer±
​	​
32.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer±
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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
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101.SCH	Inline XBRL Taxonomy Extension Schema Document
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101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL.

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*     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.

† Management contract or compensatory plan or arrangement.

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Table of Contents

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SIGNATURES	​

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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.

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

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Date: August 5, 2026

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30 | Q2 FY 2026 FORM 10-Q	​

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