Earnings slide as Miller Industries (NYSE: MLR) invests $100M in plant expansion
Rhea-AI Filing Summary
Miller Industries reported a sharp earnings decline for the quarter ended March 31, 2026 as demand softened and costs stayed elevated. Net sales fell to $180.9 million from $225.7 million, mainly from lower North American production as the company reduced distributor inventory. Net income dropped to $0.6 million from $8.1 million, or $0.05 diluted EPS versus $0.69, with gross margin slipping to 14.2% due to tariffs and cost pressures.
Newly acquired Omars – S.p.A. added about $7.6 million of revenue but reduced pretax income by roughly $0.2 million, and non-cash acquisition-related expenses cut diluted EPS by about $0.13. Despite lower profits, operating cash flow improved to $30.7 million, allowing Miller to lift cash to $53.0 million, cut credit-facility borrowings to $20.0 million, pay $0.21 per share in dividends, and repurchase 49,074 shares for $2.2 million.
The company is pressing ahead with capacity investments, including about $9.1 million for a French facility expansion and an expected $100.0 million plant expansion in Ooltewah, Tennessee starting in late 2026. Management highlights ongoing headwinds from higher interest rates, insurance and fuel costs, Section 232 tariffs, geopolitical tensions, and softer retail demand, while expecting Omars to be accretive after acquisition-related charges.
Positive
- None.
Negative
- None.
Insights
Earnings fell sharply despite solid cash flow, while Miller commits to heavy capacity investment amid macro headwinds.
Miller Industries saw revenue drop from $225.7M to $180.9M for the quarter ended March 31, 2026, as North American demand softened and production was pulled back to reduce distributor inventories. Gross profit fell 24.3% to $25.7M, and net income slid to $0.6M, a 93.1% decline, reflecting lower volumes and tariffs on specialty steel and aluminum.
Omars contributed $7.6M of Q1 revenue but reduced pretax income by about $0.2M, with non-cash fair-value and amortization charges lowering diluted EPS by roughly $0.13. Management still expects the acquisition to be accretive after these expenses, and pro forma 2025 revenue for the combined business was $231.6M for the comparable quarter. Effective tax rate spiked to 65.4% because certain Italian acquisition-related expenses did not receive tax benefit in this period.
Despite weaker earnings, cash generation was strong: operating cash flow rose to $30.7M, driven by working-capital release from receivables and inventories. The company ended the quarter with $53.0M in cash and $20.0M drawn on a $100.0M revolver, while continuing dividends and share repurchases. Planned capital projects include around $9.1M for a French facility and an anticipated $100.0M expansion in Ooltewah, TN beginning in late 2026, increasing future fixed commitments as the business navigates tariffs, elevated fuel prices, and interest-rate-sensitive demand.
Key Figures
Key Terms
Section 232 tariffs regulatory
revolving credit facility financial
right-of-use assets financial
Rule 10b-18 regulatory
goodwill financial
restricted stock units financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the quarterly period ended: | ||
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________ Commission File No. |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) | |
( | ||
(Registrant’s telephone number, including area code) | ||
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
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.
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).
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 ☐
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
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of April 30, 2026 was
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TABLE OF CONTENTS
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 | 16 | ||||
Note 10. Revenue | 17 | ||||
Note 11. Earnings Per Share | 18 | ||||
Note 12. Subsequent Events | 18 | ||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 | |||
Item 4. | Controls and Procedures | 25 | |||
PART II. | OTHER INFORMATION | 26 | |||
Item 1. | Legal Proceedings | 26 | |||
Item 1A. | Risk Factors | 26 | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | |||
Item 3. | Defaults Upon Senior Securities | 26 | |||
Item 4. | Mine Safety Disclosures | 26 | |||
Item 5. | Other Information | 26 | |||
Item 6. | Exhibits | 27 | |||
SIGNATURES | 28 | ||||
2 | Q1 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 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026 | | December 31, 2025 | |||
(in thousands, except share and per share amounts) | (Unaudited) | ||||
ASSETS | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ | | $ | | |
Accounts receivable, net of allowance for credit losses of $ |
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Inventories, net |
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Prepaid expenses |
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Total current assets |
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NON-CURRENT ASSETS: | |||||
Property, plant and equipment, net |
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Right-of-use assets – operating leases | | | |||
Goodwill |
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Other assets |
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TOTAL ASSETS | $ | | $ | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
CURRENT LIABILITIES: | |||||
Current portion of long-term debt | $ | | $ | | |
Accounts payable | | | |||
Accrued liabilities |
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Current portion of operating lease obligation | | | |||
Total current liabilities |
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NON-CURRENT LIABILITIES: | |||||
Long-term obligations |
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Non-current portion of operating lease obligation |
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Deferred income tax liabilities |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 8) | |||||
SHAREHOLDERS’ EQUITY: | |||||
Preferred stock, $ |
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Authorized – | |||||
Common stock, $ |
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Authorized – | | | |||
Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
| ( | |
TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | | $ | | |
See notes to condensed consolidated financial statements.
4 | Q1 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 | |||||
March 31 | |||||
(in thousands, except share and per share amounts) | 2026 | 2025 | |||
NET SALES | $ | | $ | | |
COST OF OPERATIONS |
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GROSS PROFIT |
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OPERATING EXPENSES: | |||||
Selling, general and administrative expenses |
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NON-OPERATING (INCOME) EXPENSES: | |||||
Interest expense, net |
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Other (income) expense, net |
| ( |
| ( | |
Total expense, net |
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INCOME BEFORE INCOME TAXES | |
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INCOME TAX PROVISION |
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NET INCOME | $ | | $ | | |
INCOME PER SHARE OF COMMON STOCK: | |||||
Basic | $ | | $ | | |
Diluted | $ | | $ | | |
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK | $ | | $ | | |
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
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Basic |
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Diluted |
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See notes to condensed consolidated financial statements.
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FINANCIAL STATEMENTS |
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | |||||
March 31 | |||||
(in thousands) | 2026 | | 2025 | ||
NET INCOME | $ | | $ | | |
OTHER COMPREHENSIVE INCOME (LOSS): |
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Foreign currency translation adjustment |
| |
| ( | |
Total other comprehensive income (loss) |
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| ( | |
TOTAL COMPREHENSIVE INCOME | $ | | $ | | |
See notes to condensed consolidated financial statements.
6 | Q1 FY 2026 FORM 10-Q |
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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 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | | — | — | — | | ||||||||||
Stock-based compensation, net of shares withheld for employee taxes | — | — | | — | — | | ||||||||||
Repurchases of common stock | ( | — | ( | — | — | ( | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — | — | — | ( | ( | ||||||||||
Net income | — | — | — | | — | | ||||||||||
BALANCE, March 31, 2025 | | $ | | $ | | $ | | $ | ( | $ | | |||||
BALANCE, December 31, 2025 | | $ | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock, net of shares withheld for employee taxes | | | ( | — | — | | ||||||||||
Stock-based compensation, net of shares withheld for employee taxes | — | — | ( | — | — | ( | ||||||||||
Repurchases of common stock | ( | ( | ( | — | — | ( | ||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | ||||||||||
Foreign currency translation gain (loss) | — | — | — | — | | | ||||||||||
Net income | — | — | — | | — | | ||||||||||
BALANCE, March 31, 2026 | | $ | | $ | | $ | | $ | ( | $ | | |||||
See notes to condensed consolidated financial statements.
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FINANCIAL STATEMENTS |
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31 | |||||
(in thousands) | 2026 | | 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |
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Net income | $ | | $ | | |
Adjustments to reconcile net income to net cash flows from operating activities: |
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Depreciation and amortization |
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Non-cash operating lease expense | | | |||
(Gain) loss on disposal of property, plant and equipment |
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| ( | |
Provision for credit losses |
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Stock-based compensation | ( | | |||
Deferred tax provision |
| ( |
| ( | |
Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses |
| ( |
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Other assets |
| ( |
| ( | |
Accounts payable |
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Operating lease obligation | ( | ( | |||
Accrued liabilities |
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Income taxes payable |
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Net cash flows provided by (used in) operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
| ( |
| ( | |
Proceeds from sale of property, plant and equipment |
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| — | |
Net cash flows provided by (used in) investing activities |
| ( |
| ( | |
CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase of common stock | ( | ( | |||
Net borrowings (payments) under credit facility |
| ( |
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Payments of cash dividends |
| ( |
| ( | |
Net cash flows provided by (used in) financing activities |
| ( |
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EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
| ( |
| ( | |
NET CHANGE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, beginning of period |
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CASH AND CASH EQUIVALENTS, end of period | $ | | $ | | |
SUPPLEMENTAL INFORMATION: |
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Cash payments for interest | $ | | $ | | |
Cash payments for income taxes, net of refunds | $ | | $ | | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | | $ | — | |
See notes to condensed consolidated financial statements.
8 | Q1 FY 2026 FORM 10-Q |
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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 March 31, 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 31st or March 31st) 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 March 31, 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 March 31, 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 March 31, 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
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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” on 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 three months ended March 31, 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 three months ended March 31, 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
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 | Q1 FY 2026 FORM 10-Q |
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FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
The following tables contain information reviewed by the CODM:
Three Months Ended March 31 | |||||
(Unaudited) | |||||
(in thousands) | 2026 | 2025 | |||
CONSOLIDATED STATEMENT OF INCOME | |||||
Net Sales by Geographic Region: | |||||
North America | $ | | $ | | |
Foreign | | | |||
Net Sales | | | |||
Cost of operations |
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Selling, general and administrative expenses | | | |||
Interest expense, net |
| |
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Other (income) expense, net |
| ( |
| ( | |
Income before taxes | | | |||
Tax expense | | | |||
CONSOLIDATED NET INCOME | $ | | $ | | |
March 31, 2026 | | December 31, 2025 | |||
(in thousands) | (Unaudited) | ||||
TOTAL ASSETS | |||||
Cash and cash equivalents | $ | | $ | | |
Accounts receivable, net of allowance for credit losses | | | |||
Inventories, net | | | |||
Prepaid expenses | | | |||
Long-lived assets: | |||||
North America | | | |||
Foreign | | | |||
Net long-lived assets | | | |||
Other assets | | | |||
CONSOLIDATED TOTAL ASSETS | $ | | $ | | |
2. BUSINESS COMBINATIONS
On December 2, 2025, the Company completed the acquisition of
The purchase price, totaling approximately $
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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 | $ | | |
Fair Value of Consideration Transferred | | ||
FAIR VALUE OF ASSETS & LIABILITIES: | |||
Cash | $ | | |
Accounts receivable | | ||
Inventory | | ||
Prepaid expenses | | ||
Property, plant and equipment | | ||
Identifiable intangible assets: | |||
Trademarks and trade names | | ||
Customer relationships | | ||
Total Assets Acquired | | ||
Accounts payable and accrued liabilities | $ | | |
Short-term debt | | ||
Long-term debt | | ||
Total Liabilities Assumed | | ||
GOODWILL | $ | |
The fair value of the assets acquired includes trade receivables of $
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, due to the timing of acquisition relative to the filing date. 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 allocation to be finalized in the second 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 March 31, 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 March 31, 2026, are included in the accompanying consolidated statements of operations. Transaction costs associated with the acquisition were not significant.
12 | Q1 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
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 Ended March 31, | |||||
(in thousands) | 2026 | 2025 | |||
Revenue | $ | | $ | | |
Income Before Income Taxes | $ | | $ | | |
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:
March 31, | December 31, | |||||
(in thousands) | | 2026 | | 2025 | ||
Chassis | $ | | $ | | ||
Raw materials |
| |
| | ||
Work in process |
| |
| | ||
Finished goods |
| |
| | ||
TOTAL INVENTORY | $ | | $ | | ||
For the three-month periods ended March 31, 2026 and 2025, the Company did
As of March 31, 2026 and December 31, 2025, the Company’s balances are presented net of inventory reserves of $
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4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
March 31, | December 31, | |||||
(in thousands) | | 2026 | 2025 | |||
Land and improvements | $ | | $ | | ||
Buildings and improvements |
| |
| | ||
Machinery and equipment |
| |
| | ||
Furniture and fixtures |
| |
| | ||
Software costs |
| |
| | ||
TOTAL PROPERTY, PLANT AND EQUIPMENT, gross |
| |
| | ||
Less accumulated depreciation |
| ( |
| ( | ||
TOTAL PROPERTY, PLANT AND EQUIPMENT, net | $ | | $ | | ||
For the three months ended March 31, 2026 and 2025, depreciation expense related to property, plant and equipment was $
5. LONG-TERM OBLIGATIONS
Credit Facility
The Company’s loan agreement with First Horizon Bank, which governs its $
We were in compliance with all covenants under the credit facility throughout 2025 and the first three months of 2026. The Company pays a quarterly non-usage fee under the current loan agreement at a rate per annum equal to between
For the three months ended March 31, 2026 and 2025, interest expense on the credit facility was $0.3 million and $1.0 million, respectively. The Company had outstanding borrowings of $20.0 million and $30.0 million under the credit facility as of March 31, 2026 and December 31, 2025, respectively.
6. INCOME TAXES
As of March 31, 2026, the Company had
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 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.
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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 | ||||||
March 31 | ||||||
(in thousands) | 2026 | | 2025 | |||
LEASE COST | ||||||
OPERATING LEASE COST: | ||||||
Total long-term operating lease cost |
| |
| | ||
Total short-term operating lease cost |
| |
| | ||
TOTAL LEASE COST | $ | | $ | | ||
The following table summarizes supplemental cash flow information related to leases:
Three Months Ended | ||||||
March 31 | ||||||
(in thousands) | 2026 | 2025 | ||||
OTHER INFORMATION: | ||||||
Cash paid for amounts included in the measurement of lease obligation: |
| |||||
Operating cash flows used in operating leases | $ | | $ | | ||
The following table presents other lease information related to the Company’s leases:
March 31, | December 31, | |||||
2026 | 2025 | |||||
WEIGHTED-AVERAGE REMAINING LEASE TERM (YEARS): | ||||||
Operating leases | ||||||
WEIGHTED-AVERAGE DISCOUNT RATE: | ||||||
Operating leases | | % | % | |||
Future lease payments under non-cancellable leases as of March 31, 2026 were as follows:
(in thousands) | Operating Lease Obligations | |
REMAINING FISCAL 2026 | $ | |
2027 |
| |
2028 |
| |
2029 | | |
2030 | | |
Thereafter |
| |
TOTAL LEASE PAYMENTS | | |
Less imputed interest | ( | |
LEASE OBLIGATION AS OF MARCH 31, 2026 | $ | |
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 months ended March 31, 2026 and 2025, the related party lease cost was $
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French subsidiary leased a fleet of vehicles from a related party with related lease costs of $
8. COMMITMENTS AND CONTINGENCIES
Commitments
As of March 31, 2026 and December 31, 2025, the Company had commitments of approximately $
In addition to these commitments, in March 2025, the Company’s Board of Directors authorized approximately $
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 $
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 March 31, 2026 and year ended December 31, 2025, the maximum amount of collateral the Company could be required to purchase was $
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.
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
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
Restricted Stock Units
The Company’s equity incentive plan awards issued and outstanding as of March 31, 2026 and December 31, 2025 consisted only of time-based restricted stock units (“RSUs”). Each RSU represents a contingent right to receive
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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 three months ended March 31, 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 | | $ | | |||
Granted | | | ||||
Vested (1) | ( | | ||||
Forfeited | — | — | ||||
Non-vested as of March 31, 2026 | | $ | | |||
| (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 |
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) | March 31, 2026 | ||
Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax | $ | | |
Weighted-average period in years over which restricted stock unit cost is expected to be recognized (in years) | |||
Total grant date fair value of shares of common stock vested during the year | $ | | |
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.
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 $
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 three months ended March 31, 2026 the Company had repurchased
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
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Net revenues by geographic region are as follows:
Three Months Ended | |||||||
March 31 | |||||||
(in thousands) | 2026 | 2025 | Change | ||||
Geographic regions: | | | |||||
North America | $ | | $ | | ( | ||
Foreign | | | |||||
TOTAL NET REVENUE | $ | | $ | | ( | ||
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 March 31, 2026 and December 31, 2025, the Company had cash deposited net of outstanding checks of $
As of March 31, 2026, and December 31, 2025,
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 | ||||||
March 31 | ||||||
(in thousands, except share and per share amounts) | | 2026 | | 2025 | ||
BASIC EARNINGS PER SHARE OF COMMON STOCK: |
| |
| | ||
Net income - basic | $ | |
| $ | | |
Weighted shares outstanding |
| |
|
| | |
Basic earnings per share of common stock | $ | |
| $ | | |
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DILUTED EARNINGS PER SHARE OF COMMON STOCK: |
| |||||
Net income - basic | $ | |
| $ | | |
Weighted shares outstanding - basic | |
| | |||
Effect of dilutive securities | |
| | |||
Weighted shares outstanding - diluted | |
| | |||
Diluted earnings per share of common stock | $ | |
| $ | ||
12. SUBSEQUENT EVENTS
Dividends
On
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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 31st or March 31st) 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., Boniface Engineering, Ltd, and Omars – S.p.A. 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 at the start 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. In addition, beginning in the second half of 2025, we began to experience demand headwinds, including reduced retail sales and lower order intake, which we believe are 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 continued to secure our supply chain to mitigate the long-term impacts of current and potential future tariffs. These actions during 2025
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included the 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 quarter of 2026 and into the second quarter of 2026, we are continuing to see significant pressure on global supply chains due to economic uncertainty and geopolitical tensions, including military conflicts ongoing in the Middle East and Ukraine resulting in significant increases in fuel costs. This global rise in fuel costs may subsequently result in fewer miles driven which may adversely impact the demand for our products. 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, we have announced that the existing surcharge will be rolled into our standard pricing structure. In addition, we have announced a 3% price increase on all 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 surge in fuel prices. There remains global uncertainty as to the impact these military campaigns may have on oil-producing countries in the Middle East. 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 prolonged 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.
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. |
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.
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In addition, we acquired Omars in the fourth quarter of fiscal 2025. 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 first fiscal quarter of 2026 by approximately $0.13 per diluted share. We currently anticipate that this amount represents roughly one half of the total acquisition-related expenses expected to be recognized over the remainder of 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 amount to be expensed will be finalized upon 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 three months ended March 31, 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.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Three Months Ended | ||||||||
March 31 | ||||||||
(in thousands) | 2026 | | 2025 | | Change | |||
NET SALES | $ | 180,863 | $ | 225,651 | (19.8)% | |||
COST OF OPERATIONS | 155,181 | 191,707 | (19.1)% | |||||
GROSS PROFIT | 25,682 | 33,944 | (24.3)% | |||||
OPERATING EXPENSES: | | | ||||||
Selling, general and administrative | 23,949 | 23,260 | 3.0% | |||||
NON-OPERATING (INCOME) EXPENSES: | | | ||||||
Interest expense, net | 145 | 95 | 52.6% | |||||
Other (income) expense, net | (15) | (202) | 92.6% | |||||
Total expenses, net | 24,079 | 23,153 | 4.0% | |||||
INCOME BEFORE INCOME TAXES | 1,603 | 10,791 | (85.1)% | |||||
INCOME TAX PROVISION | 1,048 | 2,726 | (61.6)% | |||||
NET INCOME | $ | 555 | $ | 8,065 | (93.1)% | |||
Net Sales
Net sales for the three months ended March 31, 2026 were $180.9 million compared to $225.7 million for the corresponding period in fiscal 2025, a decrease of 19.8%. The decrease in net sales was primarily due to lower production levels as we continued to mitigate inventory buildup in our distribution channel.
Net foreign sales for the three months ended March 31, 2026 were $49.2 million compared to $39.3 million for the corresponding period in fiscal 2025, an increase of 25.1%. The primary reason for the increase was the inclusion of Omars sales for the full quarter in 2026 which totaled $7.6 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 March 31, 2026 was $155.2 million compared to $191.7 million for the corresponding period in fiscal 2025, a decrease of 19.1%. The decrease in cost of operations was consistent with the decrease 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 March 31, 2026 was $25.7 million compared to $33.9 million for the corresponding period in fiscal 2025, a decrease of 24.3%. This decrease was primarily due to the decrease in sales. As a percentage of sales, gross profit was 14.2% for the three months ended March 31, 2026, compared to 15.0% in the corresponding period in fiscal 2025, a decrease of 5.6%, primarily as a result of 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 March 31, 2026 were $23.9 million compared to $23.3 million for the corresponding period in fiscal 2025, an increase of 3.0%. While the Company was successful in reducing the historical expense base, the reduction was offset by the inclusion of Omars for the full first quarter of 2026. In addition to the recurring expense for Omars, the current quarter also includes $0.6 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 13.2% for the three months ended March 31, 2026, from 10.3% for the comparable period in fiscal 2025.
Interest Expense, Net
Interest expense, net for the three months ended March 31, 2026 was $145.4 thousand compared to $95.0 thousand for the corresponding period in fiscal 2025, a increase of 52.6%. Interest expense for the three months ended March 31, 2026 was $0.9 million and $2.4 million for the comparable period in 2025, offset by interest income of $0.7 million for the three months ended March 31, 2026, compared to interest income of $2.3 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 $0.2 million for the three months ended March 31, 2026 and 2025, respectively.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 2026 and 2025 reflects a combined federal, state, and foreign tax rate of 65.4% and 25.3%, 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 no benefit was recognized for these expenses. The tax provision will be revised when the final valuation is completed, and 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 March 31, 2026, we had cash and cash equivalents of $53.0 million, and $80.0 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 temporary investments balance as of March 31, 2026 included $40.2 million of cash held by subsidiaries outside of the United States.
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Cash Flows
The following table summarizes our cash flows for the period:
Three Months Ended | ||||||||
March 31 | ||||||||
(in thousands) | 2026 | 2025 | Change | |||||
Operating activities | $ | 30,747 | $ | 2,714 | 1,032.9 | % | ||
Investing activities | (7,885) | (5,128) | (53.8) | % | ||||
Financing activities | (14,565) | 5,610 | (359.6) | % | ||||
Effect of exchange rate changes on cash and cash equivalents |
| (6) | (173) | 96.5 | % | |||
Net increase (decrease) in cash and cash equivalents | $ | 8,291 | $ | 3,023 | 174.3 | % | ||
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 three months ended March 31, 2026, net cash provided by operating activities was $30.7 million compared to net cash provided by operating activities of $2.7 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 accounts receivable and inventory, as well as increases in accounts payable, 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.
Cash Flows Provided by (Used in) Investing Activities
During the three months ended March 31, 2026, cash used in investing activities was $7.9 million compared to cash used in investing activities of $5.1 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 and enterprise resource planning (ERP) system enhancements, offset by proceeds from the sale of assets.
Cash Flows Provided by (Used in) Financing Activities
During the three months ended March 31, 2026, cash used in financing activities was $14.6 million compared to cash provided by financing activities of $5.6 million for the comparable period in fiscal 2025. The cash used in financing activities was primarily due to payments on the credit facility, cash payments for dividends, and repurchases of common stock.
Contractual Obligations
As of March 31, 2026 and December 31, 2025, we had commitments of approximately $9.4 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. 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 outstanding borrowings of $20.0 million and $30.0 million under the credit facility as of March 31, 2026 and December 31, 2025, respectively. See the disclosure under the heading “Credit Facility” in Note 5 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s credit facility.
As of May 1, 2026, the outstanding balance on our credit facility was $20.0 million.
Other Long-Term Obligations
Prior to applying a discount rate to our lease liabilities, we had approximately $2.0 million and $0.3 million in non-cancellable operating lease obligations as of March 31, 2026 and December 31, 2025, respectively. We had no non-cancellable finance lease obligations as of March 31, 2026 and December 31, 2025.
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MD&A |
Capital Expenditures
Capital expenditures during the three months ended March 31, 2026 and 2025 were $7.9 million and $5.1 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 three months ended March 31, 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 is expected to commence 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 and for the building project to commence in late 2026.
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OTHER KEY INFORMATION |
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 March 31, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 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 |
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 March 31, 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 | |||||||
January 1, 2026 - January 31, 2026 | — | $ | — | — | $ | 16,116 | ||||
February 1, 2026 - February 28, 2026 | — | $ | — | — | $ | 16,116 | ||||
March 1, 2026 - March 31, 2026 | 150,478 | $ | 41.73 | 49,074 | $ | 13,940 | ||||
TOTAL | 150,478 | 49,074 | ||||||||
| (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. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the quarter ended March 31, 2026,
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EXHIBITS |
ITEM 6. EXHIBITS
10.1 | Miller Industries, Inc. Second 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 March 6, 2026). |
10.2 | Form of Miller Industries, Inc. Second Amended and Restated Severance Protection Plan Participation Letter (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026). |
10.3 | Miller Industries, Inc. First Amended and Restated Executive Officer Bonus Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026). |
10.4 | 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). |
10.5 | Form of Restricted Stock Unit Award Agreement*† |
31.1 | Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer* |
31.2 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer* |
32.1 | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Executive Officer± |
32.2 | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer± |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL. |
* Filed herewith
± Exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjected to the liabilities of that Section. This exhibit shall not be incorporated by reference into any given registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
† | Management contract or compensatory plan or arrangement. |
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SIGNATURES |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Miller Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MILLER INDUSTRIES, INC.
By: | /s/ Deborah L. Whitmire | |
Deborah L. Whitmire Executive Vice President, Chief Financial Officer and Treasurer | ||
Date: May 6, 2026
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