Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
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
For the transition period from ________ to ________
Commission File No. 001-14124
MILLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
MLR
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 ☐ 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.
TABLE
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
4
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets
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
Note 2. Business Combinations
11
Note 3. Inventory
13
Note 4. Property, Plant and Equipment
14
Note 5. Long-Term Obligations
Note 6. Income Taxes
Note 7. Leases
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
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
PART II.
OTHER INFORMATION
28
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
29
SIGNATURES
30
2 | Q2 FY 2026 FORM 10-Q
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.
3
FINANCIAL STATEMENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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
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
See notes to condensed consolidated financial statements.
4 | Q2 FY 2026 FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
Six Months Ended
June 30
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:
11,377
11,459
11,382
11,454
11,521
11,600
11,522
11,611
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment
(947)
5,271
(207)
5,150
Total other comprehensive income (loss)
TOTAL COMPREHENSIVE INCOME
6,322
13,729
7,615
21,673
6 | Q2 FY 2026 FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Common Stock
Additional
Accumulated Other
Shares
Amount
Paid-in Capital
Retained Earnings
Comprehensive Gain (Loss)
Total Equity
BALANCE, December 31, 2024
11,439,292
153,704
254,938
(7,726)
401,030
Issuance of common stock, net of shares withheld for employee taxes
66,803
1
Stock-based compensation
1,921
Repurchases of common stock
(46,817)
(2,102)
Dividends paid ($0.20)
(2,288)
Foreign currency translation gain (loss)
(121)
Net income
8,065
BALANCE, March 31, 2025
11,459,278
115
153,523
260,715
(7,847)
406,506
10,003
1,153
(11,158)
(500)
(2,294)
BALANCE, June 30, 2025
11,458,123
154,176
266,879
(2,576)
418,594
BALANCE, December 31, 2025
11,371,730
73,060
(1)
(43)
(49,074)
(2,176)
(2,177)
Dividends paid ($0.21)
(2,388)
740
555
BALANCE, March 31, 2026
11,395,716
150,826
266,965
(648)
417,257
9,020
1,380
(52,552)
(2,469)
(2,470)
(2,396)
BALANCE, June 30, 2026
11,352,184
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30
CASH FLOWS FROM OPERATING ACTIVITIES:
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
Provision for credit losses
99
108
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
(3,004)
(11,798)
(2,644)
(2,056)
49,002
(49,173)
Operating lease obligation
(434)
(45)
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)
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
24,337
CASH AND CASH EQUIVALENTS, end of period
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
8 | Q2 FY 2026 FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 31st or June 30th) 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
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
The following tables contain information reviewed by the CODM:
Three Months Ended June 30
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
Cost of operations
Income before taxes
Tax expense
CONSOLIDATED NET INCOME
Accounts receivable, net of allowance for credit losses
Long-lived assets:
128,102
124,448
22,677
19,709
Net long-lived assets
150,779
144,157
CONSOLIDATED TOTAL ASSETS
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.
The preliminary allocation of the consideration for the acquisition of Omars was as follows:
SOURCES OF FINANCING:
Cash
20,201
Fair Value of Consideration Transferred
FAIR VALUE OF ASSETS & LIABILITIES:
1,587
4,762
Inventory
13,104
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
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,
Revenue
222,488
454,070
Income Before Income Taxes
12,215
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,
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
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.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
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
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
14 | Q2 FY 2026 FORM 10-Q
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:
LEASE COST
OPERATING LEASE COST:
Total long-term operating lease cost
222
91
347
178
Total short-term operating lease cost
303
593
375
TOTAL LEASE COST
524
325
940
553
The following table summarizes supplemental cash flow information related to leases:
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:
WEIGHTED-AVERAGE REMAINING LEASE TERM (YEARS):
Operating leases
5.5
1.6
WEIGHTED-AVERAGE DISCOUNT RATE:
4.4
%
3.5
Future lease payments under non-cancellable leases as of June 30, 2026 were as follows:
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
15
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
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
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)
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.
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:
Change
Geographic regions:
10.0%
(10.2)%
22.1%
23.6%
TOTAL NET REVENUE
12.1%
(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.
18 | Q2 FY 2026 FORM 10-Q
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:
BASIC EARNINGS PER SHARE OF COMMON STOCK:
Net income - basic
Weighted shares outstanding
11,377,012
11,458,754
11,381,819
11,454,348
Basic earnings per share of common stock
DILUTED EARNINGS PER SHARE OF COMMON STOCK:
Weighted shares outstanding - basic
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
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.
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 31st or June 30th) 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
20 | Q2 FY 2026 FORM 10-Q
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:
21
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.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
13.7%
3.9%
Selling, general and administrative
7.6%
19.7%
170.6%
Total expenses, net
11.4%
(11.4)%
(3.7)%
(14.1)%
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.
22 | Q2 FY 2026 FORM 10-Q
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.
23
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
(3.2)%
(10.1)%
5.3%
27.9%
147.5%
7.7%
(47.3)%
(31.7)%
(52.7)%
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 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 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 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 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.
24 | Q2 FY 2026 FORM 10-Q
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.
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:
Operating activities
110.2
Investing activities
(78.0)
Financing activities
(129.5)
Effect of exchange rate changes on cash and cash equivalents
(132.1)
Net increase (decrease) in cash and cash equivalents
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.
25
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.
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.
26 | Q2 FY 2026 FORM 10-Q
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 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.
Table of Contes
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
June 1, 2026 - June 30, 2026
61,572
46.61
52,552
11,470
TOTAL
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 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.
28 | Q2 FY 2026 FORM 10-Q
EXHIBITS
ITEM 6. EXHIBITS
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*
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 June 30, 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.
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.
By:
/s/ Deborah L. Whitmire
Deborah L. Whitmire
Executive Vice President, Chief Financial Officer and Treasurer
Date: August 5, 2026
30 | Q2 FY 2026 FORM 10-Q