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What changed in MILLER INDUSTRIES INC /TN/'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of MILLER INDUSTRIES INC /TN/'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+236 added−205 removedSource: 10-K (2025-03-05) vs 10-K (2024-03-06)

Top changes in MILLER INDUSTRIES INC /TN/'s 2024 10-K

236 paragraphs added · 205 removed · 181 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

40 edited+29 added−6 removed22 unchanged
Biggest changeMadonia served as our Vice President, General Counsel and Secretary. Mr. Madonia served as Secretary and General Counsel to Miller Industries Towing Equipment Inc. since its acquisition by Miller Group in 1990. From July 1987 through April 1994, Mr. Madonia served as Vice President, General Counsel and Secretary of Flow Measurement. Prior to 1987, Mr.
Biggest changeMadonia, age 76, has served as our Executive Vice President, Secretary and General Counsel since September 1998. From April 1994 to September 1998 Mr. Madonia served as our Vice President, General Counsel and Secretary. Mr. Madonia served as Secretary and General Counsel to Miller Industries Towing Equipment Inc. since its acquisition by Miller Group in 1990.
In addition, laws and regulations intended to achieve the goal of significantly reducing engine emissions associated with the operation of commercial vehicles are also being phased in by the U.S. Environmental Protection Agency and state regulators.
In addition, laws and regulations intended to achieve the goal of significantly reducing engine emissions associated with the operation of commercial vehicles are also being phased in by the U.S. Environmental Protection Agency (“EPA”) and state regulators.
While we have attempted to pass increased costs on to our customers, there can be no assurances that we will be able to continue doing so in the future.
While we have attempted to pass increased costs on to our customers in the past, there can be no assurances that we will be able to continue doing so in the future.
Miller II, age 45, has served as a director since May 2014, our Chief Executive Officer since March 2022 and President since March 2011, after serving as Co-Chief Executive Officer from December 2013 to March 2022 and as a Regional Vice President of Sales of Miller Industries Towing Equipment Inc. from November 2009 to February 2011. Mr.
Miller II, age 46, has served as a director since May 2014, our Chief Executive Officer since March 2022 and President since March 2011, after serving as Co-Chief Executive Officer from December 2013 to March 2022 and as a Regional Vice President of Sales of Miller Industries Towing Equipment Inc. from November 2009 to February 2011. Mr.
REYNEKE Vice President and Chief Information Officer Mr. Reyneke, age 67, has served as our Vice President since March 2021 and our Chief Information Officer since January 2017, after serving as our Vice President of Operations to Miller Industries Towing Equipment Inc. from July 2011 to December 2016. From 2002 to 2011, Mr.
Reyneke, age 68, has served as our Vice President since March 2021 and our Chief Information Officer since January 2017, after serving as our Vice President of Operations to Miller Industries Towing Equipment Inc. from July 2011 to December 2016. From 2002 to 2011, Mr.
Badgley, age 71, has served as our President of International and Military since March 2022. Prior to serving as President of International and Military, Mr. Badgley served in various executive positions, including Chief Executive Officer (1997 – 2003; 2011 – 2013), Co-Chief Executive Officer (2003 – 2011; 2013 - 2022), President (1996 – 2011), and Vice President (1994 – 1996).
Badgley, age 72, has served as our President of International and Military since March 2022. Prior to serving as President of International and Military, Mr. Badgley served in various executive positions, including Chief Executive Officer (1997 – 2003; 2011 – 2013), Co-Chief Executive Officer (2003 – 2011; 2013 - 2022), President (1996 – 2011), and Vice President (1994 – 1996).
Privacy, Data Protection and Cybersecurity We are subject to various federal, state and non-U.S. laws and regulations related to privacy, data protection and cybersecurity, including the European Union's General Data Protection Regulation (the "GDPR"), and U.S. state laws such as California’s Consumer Privacy Act of 2018.
Privacy, Data Protection, and Cybersecurity We are subject to various federal, state, and non-U.S. laws and regulations related to privacy, data protection, and cybersecurity, including the European Union’s General Data Protection Regulation (the “GDPR”), and U.S. state laws such as California’s Consumer Privacy Act of 2018.
Environment Our operations are subject to federal, state and local laws and regulations governing the protection of the environment and health and safety, including laws and regulations governing the generation, storage, handling, emissions, transportation and discharge of materials into the environment.
Environment Our operations are subject to federal, state, and local laws and regulations governing the protection of the environment, including laws and regulations governing the generation, storage, handling, emissions, transportation, and discharge of materials into the environment.
As a result, we are subject to regulations and requirements of the U.S. and other government agencies and entities that govern these programs, including with respect to the award, administration and performance of contracts under such programs.
Government Programs We act as a subcontractor for certain U.S. and other government programs. As a result, we are subject to regulations and requirements of the U.S. and other government agencies and entities that govern these programs, including with respect to the award, administration, and performance of contracts under such programs.
In addition, we may not be able to meet our customers’ delivery schedules and could face the loss of orders or customers as a result.
In addition, we may not be able to meet our customers’ delivery schedules and could face the loss of orders or customers as a result of any resulting production disruptions.
Delays in shipments of our raw materials and purchased component parts, including chassis, and government actions related to tariffs on imports and trade policies have previously adversely impacted, and have the potential to further impact our revenues, results of operations and financial condition.
Sporadic deliveries, significantly elevated delivery quantities, and delays in shipments of our raw materials, purchased component parts, including chassis, and government actions related to tariffs on imports and trade policies have previously adversely impacted, and have the potential to further impact our revenues, results of operations and financial condition.
Furthermore, as a result of our supply chain challenges, it has become more difficult to accurately forecast, purchase, warehouse and transport to our manufacturing facilities purchased materials, component parts and chassis at sufficient volumes.
As a result of our supply chain challenges, it has become more difficult to accurately forecast, purchase, warehouse, and transport to our manufacturing facilities and to our distribution partners purchased materials, component parts, and chassis at optimal volumes.
BUSINESS ​ Protection Act. The SEC rules impose these obligations with respect to “conflict minerals,” defined as tin, tantalum, tungsten and gold, which are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company.
The SEC rules impose these obligations with respect to “conflict minerals” defined as tin, tantalum, tungsten, and gold, which are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company.
In addition, Mr. Badgley served as a director from 1996 to 2014 and as Vice Chairman of the Board of Directors from 2011 to 2014. Mr. Badgley also served as Vice President to Miller Industries Towing Equipment Inc. from 1988 to 1996 and has been their President since 1996.
In addition, Mr. Badgley served as a director from 1996 to 2014 and as Vice Chairman of the Board of Directors from 2011 to 2014. Mr. Badgley also served as Vice President to Miller Industries Towing Equipment Inc. from 1988 to 1996 and has been their President since 1996. FRANK MADONIA Executive Vice President, Secretary and General Counsel Mr.
ITEM 1. BUSINESS ​ their role, work setting and equipment used in their work environment. We update relevant safety training modules, which may include new training programs as our processes evolve. For more information on our approach to human capital management, please refer to our annual Corporate Social Responsibility Report, which is available on our website.
Our workers receive specialized training related to their role, work setting, and equipment used in their work environment. We update relevant safety training modules, which may include new training programs as our processes evolve. For more information on our approach to human capital management, please refer to our periodic Corporate Social Responsibility Report, which is available on our website.
For example, the California Air Resources Board’s (“CARB”) Advanced Clean Trucks regulation, which has been adopted by several other states, requires manufacturers, including truck body chassis manufacturers that supply to us, to sell an increasing percentage of zero-emission or near zero-emission medium and heavy-duty trucks into the California market starting in calendar year 2024.
For example, the California Air Resources Board’s (“CARB”) Advanced Clean Trucks regulation, which has been adopted by several other states, requires manufacturers, including truck body chassis manufacturers that supply to us, to sell an increasing percentage of zero-emission or near zero-emission medium and heavy-duty trucks into the California market starting in the 2024-2026 model years, ending with a 100% sales requirement in the 2036 model year.
Information with respect to our executive officers as of February 29, 2024, is as follows: ​ WILLIAM G. MILLER Chairman of the Board of Directors Mr. Miller, age 77, has served as Chairman of the Board of Directors since April 1994. Mr.
Information with respect to our executive officers as of February 28, 2025, is as follows: ​ WILLIAM G. MILLER Chairman of the Board of Directors Mr. Miller, age 78, has served as Chairman of the Board of Directors since April 1994. Mr.
These supply chain difficulties have had a material adverse impact on our profitability and results of operations.
These supply chain difficulties have had, and are anticipated to continue to have, a material adverse impact on our profitability and results of operations.
Sourcing of Minerals We are subject to the additional diligence and disclosure requirements adopted by the Securities and Exchange Commission (the “SEC”) related to certain minerals sourced from the Democratic Republic of Congo or adjoining countries in connection with the Dodd-Frank Wall Street Reform and Consumer ​ ​ ​ 9 ​ Table of Contents ​ ​ PART I ITEM 1.
Sourcing of Minerals We are subject to the additional diligence and disclosure requirements adopted by the Securities and Exchange Commission (the “SEC”) related to certain minerals sourced from the Democratic Republic of Congo or adjoining countries in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and the charters of the Audit, Compensation and Nominating Committees of the Board of Directors are also available on our website. ​ ​ ​ ​ ​ 11 ​ Table of Contents PART I ITEM 1A. RISK FACTORS ​ ITEM 1A.
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of the Audit, Compensation, and Governance & Sustainability Committees of the Board of Directors are also available on our website. ​ ​ ​ ​ 12 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A. RISK FACTORS ​ ITEM 1A.
Whitmire, age 58, has served as a director from February 2020 to May 2023, our Executive Vice President, Chief Financial Officer and Treasurer since January 2017, after serving as our Vice President and Corporate Controller from January 2014 to December 2016 and Corporate Controller to Miller Industries Towing Equipment Inc. from March 2005 to January 2014.
Whitmire, age 59, has served as our Executive Vice President, Chief Financial Officer and Treasurer since January 2017, after serving as our Vice President and Corporate Controller from January 2014 to December 2016 and Corporate Controller to Miller Industries Towing Equipment Inc. from March 2005 to January 2014. From April 2000 to March 2005, Ms.
We also continue to monitor the impact of the Russia conflict with Ukraine on our fuel costs and supply chain for materials and component parts, particularly with respect to steel and items with substantial steel content.
We also continue to monitor the impact of the conflict in Ukraine and the Middle East on our fuel costs and supply chain for materials and component parts, particularly with respect to steel and items with substantial steel content. ​ ​ ​ 13 ​ Table of Contents PART I ITEM 1A.
From April 2000 to March 2005, Ms. Whitmire also served as Director of Finance – Manufacturing to Miller Industries Towing Equipment Inc. In addition, Ms. Whitmire served as Controller to Miller Industries Towing Equipment Inc. from October 1997 to April 2000 and Accounting Manager to Miller Industries Towing Equipment Inc. from October 1996 to October 1997. JOSIAS W.
Whitmire also served as Director of Finance – Manufacturing to Miller Industries Towing Equipment Inc. In addition, Ms. Whitmire served as Controller to Miller Industries Towing Equipment Inc. from October 1997 to April 2000 and Accounting Manager to Miller Industries Towing Equipment Inc. from October 1996 to October 1997. JEFFREY I. BADGLEY President of International and Military Mr.
Risks Relating to Our Operations Macroeconomic trends, including inflationary pressures, and the availability of financing and uncertain interest rates, could adversely affect our business, results of operation or financial condition, as well as our customers’ ability to fund purchases of our products.
Macroeconomic trends, availability of financing, and changing interest rates, have and could continue to, adversely affect our business, results of operation or financial condition, as well as our customers’ ability to fund purchases of our products.
There are currently multiple efforts underway which seek to prevent or delay some or all of these regulations from taking effect, or otherwise seek relief from CARB’s regulations.
These regulations are intended to drive larger market penetration of zero-emission commercial trucks. There are currently multiple efforts underway which seek to prevent or delay some or all of CARB’s regulations from taking effect or otherwise seek relief from such regulations.
Miller II also served as Vice President of Strategic Planning of the Company from October 2007 until November 2009, as Light-Duty General Manager from November 2004 to October 2007, and as a Sales Representative of Miller Industries Towing Equipment Inc. from 2002 to 2004. JEFFREY I. BADGLEY President of International and Military Mr.
Miller II also served as Vice President of Strategic Planning of the Company from October 2007 until November 2009, as Light-Duty General Manager from November 2004 to October 2007, and as a Sales Representative of Miller Industries Towing Equipment Inc. from 2002 to 2004. DEBORAH L. WHITMIRE Executive Vice President, Chief Financial Officer and Treasurer Ms.
Miller served as Chairman and President of Miller Group from 1990 to 1993 and as Chairman and CEO of Miller Group from 1993 to 1994. Prior to 1987, Mr. Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye, Inc. and The Signal Companies, Inc. WILLIAM G. MILLER II President and Chief Executive Officer Mr.
Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye, Inc., and The Signal Companies, Inc. WILLIAM G. MILLER II President and Chief Executive Officer Mr.
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 and delays in receiving supplies of such materials, component parts or chassis. We are dependent upon outside suppliers for our raw material needs and other purchased component parts.
Risks Relating to Our Operations 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, the cadence and quantity of deliveries from our suppliers, and delays in receiving supplies of such materials, component parts or chassis.
Prices and availability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, governmental regulations (including CARB’s Advanced Clean Trucks regulation), currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, political unrest and instability, war (such as the ongoing military conflict between Russia and Ukraine) and other factors impacting supply and demand pressures.
Prices, availability and the timing of delivery of these raw materials, purchased component parts, and chassis are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, the level of tariffs that the U.S. impose on imported steel, aluminum, and other commodities or component parts and any resulting trade wars or trade restrictions, inflation, governmental regulations (including CARB’s Advanced Clean Trucks regulation), currency and commodity price fluctuations, resource availability, transportation costs, weather conditions and natural disasters, political unrest and instability, war (such as the ongoing military conflicts in Ukraine and the Middle East) and other factors impacting supply and demand pressures.
Shortages, price increases and/or delays in shipments of our raw materials and purchased component parts, including chassis, have had and should be anticipated to continue to have a material adverse effect on our profitability, financial performance, competitive position and reputation. ​ ​ 12 | FY 2023 FORM 10-K ​ ​ Table of Contents PART I
RISK FACTORS ​ Shortages and price increases and/or delays or unexpected cadence or quantities in the deliveries of, our raw materials and purchased component parts, including chassis, have had and should be anticipated to continue to have a material adverse effect on our profitability, financial performance, competitive position and reputation.
If these delays, limitations on availability and price increases for raw materials, purchased component parts, and chassis continue, recur or worsen, they will continue to have a material adverse effect on production at our facilities.
If these delays, limitations on availability and price increases for raw materials, purchased component parts, and chassis continue, recur or worsen, they will continue to have a material adverse effect on production at our facilities. Recently, the U.S. announced the implementation of new or increased tariffs, including tariffs on steel and aluminum products imported from various countries.
Prior to 1998, Mr. Reyneke also served in various management positions for SE Technologies, Wheels of Africa and Toyota South Africa. JAMISON LINDEN Vice President and Chief Manufacturing Officer Mr.
Prior to 1998, Mr. Reyneke also served in various management positions for SE Technologies, Wheels of Africa, and Toyota South Africa. ​ ​ ​ 11 ​ Table of Contents ​ ​ PART I ITEM 1. BUSINESS ​ VINCE TIANO Vice President and Chief Revenue Officer Mr.
As the economy continued to recover from the impact of the pandemic over the course of 2022, various supply chain disruptions continued to impact our ability to obtain certain raw materials, purchased component parts and chassis from third party suppliers and resulted in substantial price increases. We continued to experience such difficulties in early 2023.
Various supply chain disruptions in 2024 continued to impact our ability to obtain certain raw materials, purchased component parts and chassis from third party suppliers resulted in substantial price increases.
If we are unable to accurately match the timing and quantities of component purchases to our actual needs, or successfully manage our inventory or our workforce to adapt to the increased complexity in our supply chain, we may incur unexpected production disruption, as well as storage, transportation and labor costs, which could have a material adverse effect on our financial condition and results of operations.
If we are unable to accurately match the timing and quantities of component purchases, including chassis, to our actual needs or successfully manage our inventory or our workforce to adapt to the increased complexity in our supply chain, we may incur unexpected inventory buildup in our distribution channel.
Furthermore, the continued decline of the United States' credit rating or a recession in global or regional economy could negatively impact our business, financial condition, and liquidity. Any potential inflation or further pressure on credit markets could also adversely affect our and our customers' ability to continue to access preferred sources of liquidity resulting in increased borrowing costs.
Furthermore, a decline of the United States’ credit rating or a recession in global or regional economy could negatively impact our business, financial condition, and liquidity.
CARB’s Advanced Clean Fleets regulation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate, which affects our customers who own and operate fleets in California. These regulations are intended to drive larger market penetration of zero-emission commercial trucks.
CARB currently has a waiver from the EPA to enforce Advanced Clean Trucks. CARB’s Advanced ​ ​ ​ 9 ​ Table of Contents ​ ​ PART I ITEM 1. BUSINESS ​ Clean Fleets regulation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate, which affects our customers who own and operate fleets in California.
Linden served as Production and Manufacturing Services Manager from December 2009 to July 2012 and Engineer from May 2004 to November 2009. VINCE TIANO Vice President and Chief Revenue Officer Mr. Tiano, age 59, has served as our Vice President and Chief Revenue Officer since January 2021. From May 1997 to December 2020, Mr.
Tiano, age 60, has served as our Vice President and Chief Revenue Officer since January 2021. From May 1997 to December 2020, Mr. Tiano served as Vice President of Sales for Miller Industries Towing Equipment, Inc.
Madonia served in various legal and management positions for United States Steel Corporation, Neptune International Corporation, Wheelabrator-Frye, Inc. and The Signal Companies, Inc. DEBORAH L. WHITMIRE Executive Vice President, Chief Financial Officer and Treasurer Ms.
From July 1987 through April 1994, Mr. Madonia served as Vice President, General Counsel and Secretary of Flow Measurement. Prior to 1987, Mr. Madonia served in various legal and management positions for United States Steel Corporation, Neptune International Corporation, Wheelabrator-Frye, Inc., and The Signal Companies, Inc. JOSIAS W. REYNEKE Vice President and Chief Information Officer Mr.
FRANK MADONIA Executive Vice President, Secretary and General Counsel ​ ​ 10 | FY 2023 FORM 10-K ​ ​ Table of Contents PART I ITEM 1. BUSINESS ​ Mr. Madonia, age 75, has served as our Executive Vice President, Secretary and General Counsel since September 1998. From April 1994 to September 1998 Mr.
Miller served as Chairman and President of Miller Group from 1990 to 1993 and as Chairman and CEO ​ ​ 10 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I ITEM 1. BUSINESS ​ of Miller Group from 1993 to 1994. Prior to 1987, Mr.
However, compliance with the regulations as currently written, or new or more stringent laws or regulations, or stricter interpretations of existing laws or regulations could materially adversely affect our results of operations, financial condition or cash flows. Government Programs We act as a subcontractor for certain U.S. and other government programs.
However, compliance with the regulations as currently written, or new or more stringent laws or regulations, or stricter interpretations of existing laws or regulations, have negatively impacted customer demand during 2024 and early 2025, and are expected to continue to negatively impact customer demand, which has had, and could continue to have, a material adverse effect on our results of operations, financial condition, and cash flows.
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Linden, age 49, has served as our Vice President and Chief Manufacturing Officer since January 2021, after serving as our Vice President of Operations from January 2017 to December 2020 and as Director of Special Projects from January 2015 to December 2016. From August 2012 to December 2014, Mr. Linden served as General Manager, Ooltewah Operations. In addition, Mr.
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ITEM 1. BUSINESS ​ to improve on-the-job training, improved overall employee safety through various internal initiatives, provided a six-week Team Leader Bootcamp Training program, and started the Front-Line Academy to provide in-house professional development opportunities.
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Tiano served as Vice President of Sales for Miller Industries Towing Equipment, Inc.
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We have invested substantial time and resources in recent years to optimize employee engagement, productivity, and safety of our workforce, which we believe is the foundation upon which we can maintain our competitive advantages in product quality and customer service.
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Global economic events and other factors, such as restrictive monetary and fiscal policy, the lingering impact of the COVID-19 pandemic and the conflicts in Ukraine and the Middle East, have contributed to significant inflation in many of the markets in which we operate. In order to combat inflation and restore price stability, the U.S.
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Diversity, Equity, and Inclusion At Miller Industries, we are focused on building a diverse and inclusive workplace that values the unique perspectives and contributions of all our employees. Our initiatives are sponsored by our senior executives and our Human Resources (“HR”) organization, and are designed to promote a culture of diversity, equity, and inclusion.
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Federal Reserve and central banks worldwide have raised interest rates and may continue incrementally raising interest rates in 2024. The combination of increased inflation and interest rates may hinder the economic growth in the U.S. and in the global economy.
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We also monitor pay equity, which guides the ongoing analysis and benchmarking to help inform us of our salary and compensation practices. We define pay equity as equal pay for people of all gender identities and ethnicities who are performing substantially similar work. Some of the things we consider include job-related skills, tenure, experience, education level, performance rating, and geography.
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This economic weakness and the possibility of a global recession have had, and may continue to have, a negative effect on our business and financial condition.
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Worker Health and Safety The health, safety, and security of our employees and contractors is a priority for us. We employ systems designed to continually monitor our facilities and work environment to promote worker safety, and identify, prevent, or mitigate any potential risks. We routinely assess all our facilities to closely monitor adherence to established security and safety standards.
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We continue to monitor these inflationary pressures closely and, when possible, attempt to mitigate the risk associated with them, including by implementing several price increases and surcharges during 2022 and a price increase effective in the first quarter of 2023.
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We are dependent upon outside suppliers for our raw material needs, other purchased component parts, and chassis.
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A mismatch in the timing and quantities of component purchases, including with respect to chassis, that results in a significant inventory buildup in our distribution channel has resulted, and could continue to result, in reduced sales, as our distribution partners work through any such inventory buildup in the field.
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In addition, if we experience shortages or delays in receiving raw materials, component parts, and chassis, we may also incur unexpected production disruption, as well as storage, transportation, and labor costs, which could have a material adverse effect on our financial condition and results of operations.
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In addition, in the fourth quarter of 2023 and during 2024, we and, in turn, our distribution partners, also experienced significantly elevated levels of chassis shipments earlier than expected that resulted in a buildup of inventory in our distribution channel during the first half of 2024.
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While we slowed chassis deliveries in the second half of 2024 to allow our distributor network to work through the inventory already in the distribution channel, we continued to experience such difficulties throughout 2024 and in early 2025.
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The ultimate impact of these tariffs is unknown at this time. Additionally, ongoing changes in U.S. and foreign government trade policies, including potential modifications to existing trade agreements and further restrictions on free trade, could introduce additional uncertainty.
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Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments, or shifts in U.S. or international trade policies could adversely impact our supply chain and increase costs of component parts, chassis and raw materials, such as steel, aluminum, and petroleum-related products.
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A trade war or other significant changes in trade regulations could have an adverse effect on our business and results of operations.
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Demand from our customers and towing operators is affected by the availability of capital and access to credit, as well as rising costs of equipment ownership. The ability of our customers and of towing operators to purchase our products is affected by the availability of capital and credit to them.
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Our independent distributor customers rely on floor plan financing in connection with the purchase of our products, and the availability of that financing on acceptable terms has a direct effect on the volume of their purchases.
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More restrictive lending practices in conjunction with continuing increases in the cost of such financing can prevent distributors from carrying adequate levels of inventory, which limits product offerings available to the end customer and could lead to reduced sales of our products.
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Additionally, in many cases, a towing operator’s decision to purchase our products from one of our distributors is dependent upon their ability to obtain financing upon acceptable terms. Volatility in the capital markets and changing interest rates have increased the cost of borrowing for our customers and towing operators.
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In the past, such volatility and disruptions to the capital and credit markets, principally in the U.S. and Europe, in the past has decreased the availability of capital to, and credit capacity of, our customers and towing operators.
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In addition, in the past, certain providers of floor plan financing have exited the market, which made floor plan financing increasingly difficult for our independent distributor customers to secure at those times. This reduced availability of capital and credit has negatively affected the ability and capacity of our customers and of towing operators to purchase towing and related equipment.
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This, in turn, has negatively impacted sales of our products. If interest rates continue to rise and our customers are unable to access capital or credit, it could materially and adversely affect our ability to sell our products, and as a result, could negatively affect our business and operating results.
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In addition, the rising costs of equipment ownership have been, and could continue to be, a significant challenge for end-market users that could in the future impact customer demand for our products.
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For example, insurance premiums on our end users’ trucks have increased, interest rates on new equipment have risen, and the value of used trucks has fluctuated, affecting trade-in values and new equipment purchases. These rising costs of equipment ownership continue to pressure our customers.
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Any continuation or worsening of the costs of equipment ownership could negatively impact customer demand for our products and have a material adverse impact on our profitability and results of operations.
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Worldwide economic and political conditions and other factors, such as changes in trade policies and tariffs, restrictive monetary and fiscal policy, political instability, military hostilities (such as the conflicts in Ukraine and the Middle East), domestic and global inflationary trends, global supply shortages, interest rate volatility, and potential instability in the global banking system, have from time to time contributed to significant domestic and global inflation.
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For example, in 2022, the global economy experienced elevated levels of inflation. In response to higher than historical average inflationary pressures and challenging macroeconomic conditions, the U.S. Federal Reserve, along with other central banks, including in the U.K., maintained interest rates at elevated levels throughout 2023.
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In 2024, inflation began to return to historical norms, and, as a result, the Federal Reserve and the Bank of England lowered their interest rates by 100 and 50 basis points, respectively. The impact of the lowering of interest rates on the levels of inflation in the U.S., U.K. and Europe is uncertain.
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In Europe, rising energy costs as a result of supply disruptions and increased winter demand for heating could place strain on our operations and our suppliers’ ability to maintain current production levels.
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Across the U.K. and Europe, rising energy costs as a result of supply disruptions could result in nations or regions enacting emergency energy related policies, limiting energy availability for our manufacturing facilities in the United Kingdom and France. The impact of these macroeconomic developments on our operations cannot be predicted with certainty.
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Any potential inflation or further pressure on credit markets could also adversely affect our and our customers’ ability to continue to access preferred sources of liquidity resulting in increased borrowing costs. ​ ​ ​ 14 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

32 edited+7 added−9 removed69 unchanged
Biggest changeA prolonged economic downturn, including as a result of political unrest, terrorist acts, military conflict or outbreaks of disease such as the COVID-19 pandemic, and slow or negative growth in the domestic and global economy, could have a material adverse effect on our business, financial condition and results of operations for the foreseeable future.
Biggest changeRISK FACTORS ​ and slow or negative growth in the domestic and global economy, could have a material adverse effect on our business, financial condition and results of operations for the foreseeable future. Our sales to U.S. and other governmental entities through prime contractors are subject to special risks.
Our U.S. and other government business is subject to the following risks, among others: (i) this business is susceptible to changes in government spending, which may reduce future revenues; (ii) most of our contracts with governmental entities through prime contractors are fixed-price contracts, and our actual costs on any of these contracts could exceed our projected costs, (iii) competition for the award of these contracts is intense, and we may not be successful in bidding on future contracts, and (iv) the products we sell to governmental entities are subject to highly technical requirements, and any failure to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of products, late or reduced payment or cancellation of the contract.
Our U.S. and other government business is subject to the following risks, among others: (i) this business is susceptible to decreases in government spending, which may reduce future revenues; (ii) most of our contracts with governmental entities through prime contractors are fixed-price contracts, and our actual costs on any of these contracts could exceed our projected costs, (iii) competition for the award of these contracts is intense, and we may not be successful in bidding on future contracts, and (iv) the products we sell to governmental entities are subject to highly technical requirements, and any failure to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of products, late or reduced payment or cancellation of the contract.
RISK FACTORS ​ Our business is subject to the cyclical nature of our industry and changes in consumer confidence and in economic conditions in general. Adverse changes or continued uncertainty with respect to these factors may lead to a downturn in our business. The towing and recovery industry is cyclical in nature.
Our business is subject to the cyclical nature of our industry and changes in consumer confidence and in economic conditions in general. Adverse changes or continued uncertainty with respect to these factors may lead to a downturn in our business. The towing and recovery industry is cyclical in nature.
While we manufacture our products in several facilities and maintain insurance covering our facilities, including business interruption insurance to mitigate losses resulting from any production interruption or shutdown caused by an insured loss, a catastrophic loss of the use of all or a portion of any one of our manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, civil unrest, terrorist acts, military conflict or disease outbreaks (including the COVID-19 pandemic), or otherwise, whether short or long-term, could materially harm our business, financial condition and results of operations.
While we manufacture our products in several facilities and maintain insurance covering our facilities, including business interruption insurance to mitigate losses resulting from any production interruption or shutdown caused by an insured loss, a catastrophic loss of the use of all or a portion of any one of our manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, civil unrest, terrorist acts, military conflict or disease outbreaks, or otherwise, whether short or long-term, could materially harm our business, financial condition, and results of operations.
CARB’s Advanced Clean Fleets regulation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate, which affects our customers who own and operate fleets in California. These regulations are intended to drive larger market penetration of zero-emission commercial trucks.
RISK FACTORS ​ CARB’s Advanced Clean Fleets regulation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate, which affects our customers who own and operate fleets in California. These regulations are intended to drive larger market penetration of zero-emission commercial trucks.
We have been in compliance with these covenants throughout 2023 and anticipate that we will continue to be in compliance during 2024. If we fail to comply with the requirements of our current credit facility, such non-compliance would result in an event of default.
We have been in compliance with these covenants throughout 2024 and anticipate that we will continue to be in compliance during 2025. If we fail to comply with the requirements of our current credit facility, such non-compliance would result in an event of default.
RISK FACTORS ​ Any disruption, outage or breach of our IT systems could result in interruption of our business operations, damage to our reputation and a loss of confidence in our security measures, all of which could adversely affect our business.
Any disruption, outage or breach of our IT systems could result in interruption of our business operations, damage to our reputation and a loss of confidence in our security measures, all of which could adversely affect our business.
RISK FACTORS ​ Our charter and bylaws contain anti-takeover provisions that may make it more difficult or expensive to acquire us in the future or may negatively affect our stock price.
Our charter and bylaws contain anti-takeover provisions that may make it more difficult or expensive to acquire us in the future or may negatively affect our stock price.
In the past, our customers have experienced substantial increases in fuel and other transportation costs, and in the cost of insurance. Our customers also have, from time to time, been subject to unpredictable and varying weather conditions which could, among other things, impact the cost and availability of fuel and other materials.
In the past, our customers have experienced substantial increases in fuel and other transportation costs, and in the cost of insurance. Our customers also have, from time to time, been subject to unpredictable and varying weather conditions, such as hurricanes, which could, among other things, impact the cost and availability of fuel and other materials.
These developments have created and may continue to create legal, political and economic uncertainties and impacts, including disruptions to trade and free movement of goods, services and people to and from Europe, disruptions to our workforce or the workforce of our suppliers or business partners.
These continued conflicts have created and may continue to create legal, political and economic uncertainties and impacts, including disruptions to trade and free movement of goods, services and people to and from Europe, disruptions to our workforce or the workforce of our suppliers or business partners.
RISK FACTORS ​ such corporations. It is possible that changes under the Tax Cuts and Jobs Act, which was enacted in December 2017, the IRA or other tax legislation could increase our future tax liability, which could in turn adversely impact our business and future profitability. The effects of regulations relating to conflict minerals may adversely affect our business.
It is possible that changes under the Tax Cuts and Jobs Act, which was enacted in December 2017, the IRA or other tax legislation could increase our future tax liability, which could in turn adversely impact our business and future profitability. The effects of regulations relating to conflict minerals may adversely affect our business.
The loss of services of one or more key members of our senior management team could have a material adverse effect on us . ​ ​ ​ ​ ​ 18 | FY 2023 FORM 10-K ​ ​ Table of Contents PART I OTHER KEY INFORMATION ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The loss of services of one or more key members of our senior management team could have a material adverse effect on us . ​ ​ ​ ​ ​ 20 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I OTHER KEY INFORMATION ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In addition, actions of these shareholders may cause periods of fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. ​ ​ 16 | FY 2023 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A.
In addition, actions of these shareholders may cause periods of fluctuation in our ​ ​ 18 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A. RISK FACTORS ​ stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
As a result, we are subject to extensive regulations and requirements of the U.S. and other government agencies and entities that govern these programs, including with respect to the award, administration and performance of contracts under such programs.
We act as a subcontractor for certain U.S. and other government programs. As a result, we are subject to extensive regulations and requirements of the U.S. and other government agencies and entities that govern these programs, including with respect to the award, administration and performance of contracts under such programs.
We are, therefore, subject to risk of financial loss resulting from fluctuations in exchange rates of these currencies against the US dollar.
We are, therefore, subject to risk of financial loss resulting from fluctuations in exchange rates of these currencies against the U.S. dollar.
In the event of a breach in security that allows third parties access to personal information, we are subject to a variety of ever-changing laws on a global basis that may require us to provide notification to the data owners, and that may subject us to lawsuits, fines and other means of regulatory enforcement or harm employee morale. ​ ​ ​ 17 ​ Table of Contents PART I ITEM 1A.
In the event of a breach in security that allows third parties access to personal information, we are subject to a variety of ever-changing laws on a global basis that may require us to provide notification to the data owners, and that may subject us to lawsuits, fines and other means of regulatory enforcement or harm employee morale.
RISKS RELATED TO INDEBTEDNESS AND LIQUIDITY Our credit facility could restrict our ability to operate our business and failure to comply with its terms could adversely affect our business; our obligations to repurchase products from third-party lenders could adversely impact our future revenues and financial condition.
RISKS RELATED TO INDEBTEDNESS AND LIQUIDITY Our credit facility could restrict our ability to operate our business and failure to comply with its terms could adversely affect our business; our obligations to repurchase products from third-party lenders could adversely impact our future revenues and financial condition. We incurred significant additional indebtedness during 2022 and 2023.
For example, the California Air Resources Board’s (“CARB”), Advanced Clean Trucks regulation, which has been adopted by several other states, requires manufacturers, including truck body chassis manufacturers that supply to us, to sell an increasing percentage of zero-emission or near zero-emission medium and heavy-duty trucks into the California market starting in calendar year 2024.
For example, the California Air Resources Board’s (“CARB”), Advanced Clean Trucks regulation, which has been adopted by several other states, requires manufacturers, including truck body chassis manufacturers that supply to us, to sell an increasing percentage of zero-emission or near zero-emission medium and heavy-duty trucks into the California market starting in calendar year 2024. ​ ​ 16 | FY 2024 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A.
In addition, the provisions of the Inflation Reduction Act, which was enacted in August 2022, include a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations that would be imposed on ​ ​ ​ 15 ​ Table of Contents PART I ITEM 1A.
RISK FACTORS ​ In addition, the provisions of the Inflation Reduction Act, which was enacted in August 2022, include a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations that would be imposed on such corporations.
The market for qualified talent continues to be competitive and we must ensure that we continue to offer competitive wages, benefits and workplace conditions to retain qualified employees. We experienced substantial increases in employee wages throughout 2022 and 2023. This trend may continue over the near term, and possibly longer.
The market for qualified talent continues to be competitive and we must ensure that we continue to offer competitive wages, benefits and workplace conditions to retain qualified employees. Since 2022, we have experienced substantial increases in employee wages in order to retain and recruit a talented workforce. This trend may continue over the near term, and possibly longer.
Changes in the tax regimes and related government policies and regulations in the countries in which we operate could adversely affect our results and our effective tax rate. As a result of our international operations, we are subject to various taxes in both U.S. and non-U.S. jurisdictions.
Changes in the tax regimes and related government policies and regulations in the countries in which we operate, including the imposition of new or increased tariffs and any resulting trade wars, could adversely affect our results and our effective tax rate. As a result of our international operations, we are subject to various taxes in both U.S. and non-U.S. jurisdictions.
Our IT systems may be disrupted or fail for a number of reasons, including natural disasters, such as fires; power loss; software “bugs”, hardware defects or human error or malfeasance; or security breaches caused by hacking, computer viruses, malware, ransomware or other cyber-attacks. The risk of such cyber-attacks may be heightened as a result of the Russian conflict with Ukraine.
Our IT systems may be disrupted or fail for a number of reasons, including natural disasters, such as fires; power loss; software “bugs”, hardware defects or human error or malfeasance; or security breaches caused by hacking, computer viruses, malware, ransomware or other cyberattacks.
Such a breach could result in theft of our intellectual property or trade secrets and/or unauthorized access to controlled data and personal information stored in connection with our human resources function.
Such a breach could result in theft of our intellectual property or trade secrets and/or unauthorized ​ ​ ​ 19 ​ Table of Contents PART I ITEM 1A. RISK FACTORS ​ access to controlled data and personal information stored in connection with our human resources function.
Brexit has caused, and may continue to result in, significant volatility in global stock markets and currency exchange rate fluctuations of the US dollar relative to other foreign currencies in which we conduct business, including both the British pound sterling and the euro.
For example, the United Kingdom’s “Brexit” from the European Union has caused, and may continue to result in, significant volatility in global stock markets and currency exchange rate fluctuations of the U.S. dollar relative to other foreign currencies in which we conduct business, including both the British pound sterling and the euro.
ITEM 1A. RISK FACTORS ​ Increases in the cost of skilled labor could adversely impact our business and profitability. The timely manufacture and delivery of our products requires an adequate supply of skilled labor, and the operating costs of our manufacturing facilities can be adversely affected by increasing labor costs in skilled positions.
The timely manufacture and delivery of our products requires an adequate supply of skilled labor, and the operating costs of our manufacturing facilities can be adversely affected by increasing labor costs in skilled positions.
RISK FACTORS ​ In addition, laws and regulations intended to achieve the goal of significantly reducing engine emissions associated with the operation of commercial vehicles are also being phased in by the U.S. Environmental Protection Agency and state regulators.
In certain cases, these regulatory requirements may limit the productive capacity of our operations. In addition, laws and regulations intended to achieve the goal of significantly reducing engine emissions associated with the operation of commercial vehicles are also being phased in by the U.S. Environmental Protection Agency and state regulators.
As such, our operations are subject to various international political, economic and other uncertainties, including risks of restrictive taxation policies, changing political conditions and governmental regulations and trade policies.
We also have manufacturing operations in Norfolk, England, and in the Lorraine region of France. As such, our operations are subject to various international political, economic and other uncertainties, including risks of restrictive taxation policies, changing political conditions and governmental regulations and trade policies, including tariffs and or trade restrictions.
More recently, the ongoing military conflict between Russia and Ukraine and market dislocations associated with the economy’s recovery from the COVID-19 pandemic have both resulted in, and may continue to result in, substantial volatility in fuel costs in the U.S. and worldwide, and the extent and duration of such volatility cannot be predicted.
In addition, the ongoing military conflicts in Ukraine and the Middle East and market dislocations associated with global supply chain disruptions have both resulted in, and may continue to result in, substantial volatility in fuel costs in the U.S. and worldwide, and the extent and duration of such volatility cannot be predicted.
The uncertainty surrounding the ongoing military conflicts in Ukraine, and more recently in the Middle East, and the United Kingdom’s “Brexit” from the European Union and their impact on European and worldwide economic and supply chain conditions.
There remains uncertainty with regard to the ongoing military conflicts in Ukraine, in the Middle East, and their impact on European and worldwide economic and supply chain conditions.
Our business operations are subject to various international political, economic and other uncertainties that could materially adversely affect our business results. Historically, a portion of our net sales occur outside the United States, primarily in Europe. We also have manufacturing operations at two facilities located in Europe.
ITEM 1A. RISK FACTORS ​ Our business operations are subject to various international political, economic and other uncertainties, including any new or increased tariffs, any trade restrictions, or new or ongoing military conflicts, that could materially adversely affect our business results. Historically, a portion of our net sales occur outside the United States, primarily in Europe.
In addition, political unrest, terrorist acts, military conflict, including the ongoing military conflict between Russia and Ukraine and the more recent conflict in the Middle East, and disease outbreaks, such as the COVID-19 pandemic, have increased the risks of doing business abroad in general. ​ ​ ​ 13 ​ Table of Contents PART I ITEM 1A.
In addition, political unrest, terrorist acts, military conflict, including the ongoing military conflicts in Ukraine and the Middle East, and disease outbreaks, such as the COVID-19 pandemic, have increased the risks of doing business abroad in general. Increases in the cost of skilled labor could adversely impact our business and profitability.
However, compliance with the regulations as currently written, or new or more stringent laws or regulations, or stricter interpretations of existing laws or regulations could materially adversely affect our results of operations, financial condition or cash flows. Environmental and health-related requirements are complex, subject to change and have tended to become more and more stringent.
However, compliance with the regulations as currently written, or new or more stringent laws or regulations, or stricter interpretations of existing laws or regulations have negatively impacted customer demand during 2024 and early 2025, and are expected to continue to negatively impact customer demand, which has had, and could continue to have, a material adverse effect on our results of operations, financial condition and cash flows.
Removed
Demand from our customers and towing operators is affected by the availability of capital and access to credit. The ability of our customers and of towing operators to purchase our products is affected by the availability of capital and credit to them.
Added
For example, in February 2025, the United States imposed additional tariffs on imports of Chinese-origin goods, as well as certain steel and aluminum imports from various countries.
Removed
Our independent distributor customers rely on floor plan financing in connection with the purchase of our products, and the availability of that financing on acceptable terms has a direct effect on the volume of their purchases.
Added
These additional tariffs, as well as a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies may have introduced significant uncertainty into the market and may affect the prices of and supply of component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products.
Removed
More restrictive lending practices in conjunction with continuing increases in the cost of such financing can prevent distributors from carrying adequate levels of inventory, which limits product offerings available to the end customer and could lead to reduced sales of our products.
Added
A prolonged economic downturn, including as a result of political unrest, terrorist acts, military conflicts, weather events, outbreaks of disease, or other public health crises, ​ ​ ​ 15 ​ Table of Contents PART I ITEM 1A.
Removed
Additionally, in many cases, a towing operator’s decision to purchase our products from one of our distributors is dependent upon their ability to obtain financing upon acceptable terms. Volatility in the capital markets and rising interest rates have increased the cost of borrowing for our customers and towing operators.
Added
Environmental and health-related requirements are complex, subject to change and have tended to become more and more stringent.
Removed
In the past, such volatility and disruptions to the capital and credit markets, principally in the U.S. and Europe, in the past has decreased the availability of capital to, and credit capacity of, our customers and towing operators.
Added
The imposition of new tariffs, any increases in existing tariffs, changes in or the repeal of trade agreements or the imposition of any other trade restrictions may increase costs of component parts and raw materials, such as chassis, steel and aluminum, and cause disruptions on our supply chain.
Removed
In addition, in the past, certain providers of floor plan financing have exited the market, which made floor plan financing increasingly difficult for our independent distributor customers to secure at those times. This reduced availability of capital and credit has negatively affected the ability and capacity of our customers and of towing operators to purchase towing and related equipment.
Added
Any such developments may also weaken the economies of the countries in which we operate, resulting in lower economic growth rates and weakened demand for our products. ​ ​ ​ 17 ​ Table of Contents PART I ITEM 1A.
Removed
This, in turn, has negatively impacted sales of our products. If interest rates continue to rise and our customers are unable to access capital or credit, it could materially and adversely affect our ability to sell our products, and as a result, could negatively affect our business and operating results.
Added
As of December 31, 2024, we had $65.0 million in borrowings outstanding under our credit facility. Since December 2024, we drew net advances of $5.0 million from our credit facility for a balance of $70.0 million as of February 28, 2025.
Removed
Our sales to U.S. and other governmental entities through prime contractors are subject to special risks. We act as a subcontractor for certain U.S. and other government programs.
Removed
In certain cases, these regulatory requirements may limit the productive capacity of our operations. ​ ​ 14 | FY 2023 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+3 added−0 removed2 unchanged
Biggest changeWe also employ the use of Secure Socket Layer inspection on our firewalls, which are able to decrypt and scan all network traffic entering and leaving our facilities. We regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards, including regularly reviewing and updating our incident response plan.
Biggest changeWe also employ the use of Secure Socket Layer inspection on our firewalls, which are able to decrypt and scan all network traffic entering and leaving our facilities.
These reports include existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and updating the status on defensive security measures and risk assessment and key information security initiatives.
These reports include existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any), updating the status on defensive security measures and risk assessment, and key information security initiatives.
ITEM 1C. CYBERSECURITY We proactively address cybersecurity risk through a comprehensive cybersecurity program to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats. We use a multi-faceted approach including, but not limited to, third-party assessments, internal cybersecurity audits, IT security, governance, risk and compliance reviews.
ITEM 1C. CYBERSECURITY We proactively address cybersecurity risk through a comprehensive cybersecurity program to identify, protect, detect, respond to, and manage any reasonably foreseeable cybersecurity risks and threats. We use a multi-faceted approach including, but not limited to, third-party assessments, internal cybersecurity audits, IT security, governance, risk, and compliance reviews.
Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Our Chief Information Officer has been with the Company for more than 25 years, developing and overseeing our information systems and cybersecurity risk management program.
Our Audit Committee and our other Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Our Chief Information Officer has been with the Company for more than 25 years, developing and overseeing our information systems and cybersecurity risk management program.
However, as described in Item 1A, “Risk Factors,” any breach of data security could result in a disruption of our services or improper disclosure of personal data or confidential information, which could harm our reputation, require us to expend resources to remedy such a security breach or defend against further attacks or subject us to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.
As described in Item 1A – “Risk Factors”, any breach of data security could result in a disruption of our services or improper disclosure of personal data or confidential information, which could harm our reputation, require us to expend resources to remedy such a security breach or defend against further attacks, or subject us to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.
Our Chief Information Officer is responsible for overseeing cybersecurity and reports to the Board at all its regular quarterly meetings regarding matters of cybersecurity.
Our Chief Information Officer is responsible for overseeing cybersecurity and reports to the Audit Committee, as well as the Board at all its regular quarterly meetings regarding matters of cybersecurity.
Cybersecurity is an important part of our enterprise-wide risk management processes and an area of focus for our Board and management. The entire Board of Directors reviews significant cybersecurity risks and works with the Audit Committee to address these issues.
The Audit Committee has been made primarily responsible for the Board’s oversight of cybersecurity risks. However, the entire Board of Directors reviews significant cybersecurity risks and works with the Audit Committee to address these issues.
We have not experienced any material cybersecurity incidents to date.
Based upon the information that we have as of the end of the year covered by this report, we do not believe that we have experienced any material cybersecurity incidents to date.
Added
Recognizing the complexity and evolving nature of cybersecurity threats, we regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards, including regularly reviewing and updating our incident response plan. These partnerships enable us to leverage specialized knowledge and insights, seeking to continue to improve upon our cybersecurity strategies and processes.
Added
However, the risks from cybersecurity threats and incidents continue to increase, and the preventative actions we have taken, and continue to take, to reduce the risk of cybersecurity threats and incidents may not successfully protect against all such threats and incidents, and, as a result, there can be no assurance that we or the third parties we interact with will not experience a cybersecurity event in the future that will materially affect us.
Added
Our Board understands the critical nature of managing risks associated with cybersecurity threats. Accordingly, our Board has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and in maintaining shareholder confidence.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed1 unchanged
Biggest changeWe also operate a research and development facility in the United States and have a storage facility located in France. Our two Ooltewah, Tennessee facilities manufacture light and heavy-duty wreckers; our Athens, Tennessee facility manufactures hydraulic cylinders; our Hermitage, Pennsylvania facility manufactures car carriers; and our two Greeneville, Tennessee facilities manufacture car carriers.
Biggest changeWe also operate a research and development facility in the United States and have a storage facility located in France.
ITEM 2. PROPERTIES Corporate Office Our principal executive offices are headquartered in an owned facility located at 8503 Hilltop Drive in Ooltewah, Tennessee. Production Facilities We operate six manufacturing facilities in the United States, one in Norfolk, England and two in the Lorraine region of France.
ITEM 2. PROPERTIES Corporate Office Our principal executive offices are headquartered in an owned facility located at 8503 Hilltop Drive in Ooltewah, Tennessee. Production Facilities We operate ten manufacturing facilities in the United States, one in Norfolk, England, and three in the Lorraine region of France.
Added
The aggregate square footage of our operating facilities is approximately 1.1 million square feet, of which 92% is devoted to manufacturing and 8% to corporate office space. ​ ​ ​ 21 ​ Table of Contents ​ ​ PART I OTHER KEY INFORMATION ​ Our two Ooltewah, Tennessee facilities manufacture light- and heavy-duty wreckers; our Athens, Tennessee facility manufactures hydraulic cylinders; our Hermitage, Pennsylvania facility manufactures car carriers; and our two Greeneville, Tennessee facilities manufacture car carriers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

24 edited+7 added−4 removed14 unchanged
Biggest changeStock Performance Graph The following graph compares the performance of our common stock to the NYSE Composite index and two peer groups of issuers. Peer group 1 consists of peers used by an investor’s services group and peer group 2 was developed by the Company with input from the compensation consultant of the Compensation Committee of the Board of Directors.
Biggest changePeer Group 1 consists of peers used by an investor’s services group and Peer Group 2 was developed by the Company with input from the compensation consultant of the Compensation Committee of the Board of Directors. ​ ​ ​ 23 ​ Table of Contents ​ ​ PART II OTHER KEY INFORMATION ​ ​ The performance graph above assumes $100 was invested on December 31, 2019 in common stock of Miller Industries.
Supply Chain We continue to see significant pressure on global supply chains due to a confluence of events from the pandemic to geopolitical tensions, and economic uncertainty. Logistic disruptions and supplier shortages have caused delays in shipping and freight cost increases.
Supply Chain We continue to see significant pressure on global supply chains due to a confluence of events from the pandemic, geopolitical tensions, and economic uncertainty. Logistic disruptions and supplier shortages have caused delays in shipping and freight cost increases.
We design and manufacture bodies of car carriers and wreckers, which are installed on chassis manufactured by third parties, and resale to our customers under our Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan® and Eagle® brand names. Our management focuses on a variety of key indicators to monitor our overall operating and financial performance.
We design and manufacture bodies of car carriers and wreckers, which are installed on chassis manufactured by third parties, and sold to our customers under our Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan®, and Eagle® brand names. Our management focuses on a variety of key indicators to monitor our overall operating and financial performance.
Given these challenges, we are maintaining focus on meeting the needs of our customers. Ongoing communication and prioritization continues with our suppliers in an effort to identify and mitigate such risks and to proactively manage inventory levels of materials and component parts to align with anticipated demand for our products.
Given these challenges, we are maintaining focus on meeting the needs of our customers. Ongoing communication and prioritization continue with our suppliers in an effort to identify and mitigate such risks, and to proactively manage inventory levels of materials and component parts to align with anticipated demand for our products.
Based on our strong backlog, the price increases and productivity improvements we have implemented, lessening supply chain disruptions and easing inflationary pressures, our operating results improved throughout fiscal 2023 and we believe we are well-positioned to continue enhancing our operating results.
Based on our strong backlog, the price increases and productivity improvements we have implemented, lessening supply chain disruptions and easing inflationary pressures, our operating results improved throughout fiscal 2024 and we believe we are well-positioned to continue enhancing our operating results.
The impact of these factors remains largely out of our control, and we currently anticipate that these factors will continue to have an adverse impact on our production capabilities, financial results and cash flow to continue into fiscal 2024.
The impact of these factors remains largely out of our control, and we currently anticipate that these factors will continue to have an adverse impact on our production capabilities, financial results, and cash flow to continue into fiscal 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Our MD&A within this Form 10-K generally discusses fiscal 2023 and fiscal 2022 items and year-over-year comparisons between fiscal 2023 and fiscal 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Our MD&A within this Form 10-K generally discusses fiscal 2024 and fiscal 2023 items and year-over-year comparisons between fiscal 2024 and fiscal 2023.
Fiscal 2022 items and discussions of year-over-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Fiscal 2022 Form 10-K").
Fiscal 2023 items and discussions of year-over-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “ 2023 Form 10-K ” ).
References to fiscal 2023, 2022 and 2021, are to the fiscal years ended December 31, 2023, 2022, and 2021, respectively. Except as otherwise specified, information in this report is provided as of December 31, 2023.
References to fiscal 2024, 2023 and 2022, are to the fiscal years ended December 31, 2024, 2023, and 2022, respectively. Except as otherwise specified, information in this report is provided as of December 31, 2024.
Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement.
Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements.
Increases in freight costs and supplier constraints due to workforce disruptions and material shortages have affected our ability to receive essential materials and component parts on time. These supply chain issues have had a direct impact on our production capabilities. Also affecting supply chain is the ongoing conflict in Ukraine and more recently in the Middle East.
Increases in freight costs and supplier constraints due to workforce disruptions and material shortages have affected our ability to receive essential materials and component parts on time. These supply chain issues have had a direct impact on our production capabilities. Also affecting supply chain are the ongoing conflicts in Ukraine and the Middle East.
The SEC also maintains a website (www.sec.gov) where you can search for annual, quarterly and current reports, proxy and information statements, and other information regarding us and other public companies. ​ ​ ​ ​ 22 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
The SEC also maintains a website (www.sec.gov) where you can search for annual, quarterly, and current reports, proxy and information statements, and other information regarding us and other public companies. ​ ​ ​ ​ ​ 25 ​ Table of Contents PART II ITEM 7.
In addition, beginning in the first quarter of fiscal 2022, we sought additional production capabilities through capital deployment, such as our acquisition of SHC in the second quarter of 2023 and our purchase of an additional small facility in Ooltewah, TN to be used in the production of small carrier units.
In addition, beginning in the first quarter of fiscal 2022, we sought additional production capabilities through capital deployment, such as our acquisition from Southern Hydraulic Cylinder, Inc. in the second quarter of 2023, and our purchase of an additional small facility in Ooltewah, Tennessee to be used in the production of small carrier units.
Equity Compensation Plan Information The information required by this item is incorporated by reference from the information to be included in our 2024 Proxy Statement under the section entitled “Equity Compensation Plan Information,” which will be filed with the SEC within 120 days after December 31, 2023. Sales of Unregistered Securities None.
Equity Compensation Plan Information The information required by this item is incorporated by reference from the information to be included in our 2025 Proxy Statement under the section entitled “Equity Compensation Plan Information”, which will be filed with the SEC within 120 days after December 31, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION As used in this report, "Miller Industries," the “Company,” "we," "our," “ours” "us," and similar pronouns refer to Miller Industries, Inc., and its consolidated subsidiaries, unless the context requires otherwise. Our fiscal year ends on December 31.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION As used in this report, “Miller Industries”, the “Company”, “we”, “our”, “ours”, “us”, and similar pronouns refer to Miller Industries, Inc., and its consolidated subsidiaries, unless the context requires otherwise. Our fiscal year ends on December 31.
For more information on dividends, see Note 11 – Shareholders’ Equity, to our Consolidated Financial Statements.
For more information on dividends, see Note 11 – “Shareholders’ Equity”, to our Consolidated Financial Statements.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the symbol “MLR.” Holders of Record As of February 29, 2024, there were approximately 389 registered holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the symbol “MLR”. Holders of Record As of February 28, 2025, there were approximately 369 registered holders of record of our common stock.
The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.
The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers. Dividends The Company has paid consecutive quarterly cash dividends since May 2011.
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 the wars in Ukraine and Middle East or other geopolitical factors, and the threat of recession and general economic factors.
However, our performance will be heavily influenced by, among other things, whether supply chain constraints and inflationary pressures continue to lessen or worsen, ongoing changes in U.S. and foreign government trade policies, such as the imposition of new or additional tariffs, potential modifications to existing trade agreements and further restrictions on free trade, the continuing impact of the wars in Ukraine and Middle East or other geopolitical factors, and the threat of recession and general economic factors.
(SHYF). ​ ITEM 6 . Reserved. ​ ​ ​ ​ ​ 21 ​ Table of Contents PART II ITEM 7. MD&A ​ ITEM 7.
(SHYF). ​ ITEM 6 . [ RESERVED] Reserved. ​ ​ ​ ​ 24 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 7. MD&A ​ ITEM 7.
Many forward-looking statements appear in MD&A and Risk Factors, but there are others throughout this report, which may be identified by words such as “may,” “will,” “should,” “could,” “continue,” “future,” “potential,” “believe,” “project,” “plan,” “intend,” “seek,” “estimate,” “predict,” “expect,” “anticipate” and variations of such words and similar expressions, and include statements reflecting future results or guidance, statements of outlook and expense accruals.
Many forward-looking statements appear in MD&A and Risk Factors, but there are others throughout this report, which may be identified by words such as “may”, “will”, “should”, “could”, “continue”, “future”, “potential”, “believe”, “project”, “plan”, “intend”, “seek”, “estimate”, “predict”, “expect”, “anticipate”, and variations of such words and similar expressions, and include statements reflecting future results or guidance, statements of outlook, and expense accruals.
Inflation Impacts of current global supply chain disruptions, inflationary environment, geopolitical tensions and other macroeconomic factors can lead to foreign currency fluctuations. The impact of inflationary or deflationary pressues have caused and may continue to cause foreign currency translation gains or losses within our consolidated statement of comprehensive income/loss.
Inflation Impacts of current global supply chain disruptions, inflationary environment, geopolitical tensions, and other macroeconomic factors can lead to foreign currency fluctuations.
The performance was plotted using the following data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Miller Industries, Inc. ​ $ 100 $ 138 $ 141 $ 124 $ 99 $ 157 NYSE Composite Index ​ $ 100 $ 122 $ 128 $ 151 $ 133 $ 148 Peer Group 1 ​ $ 100 $ 120 $ 135 $ 153 $ 126 $ 153 Peer Group 2 ​ $ 100 $ 133 $ 132 $ 130 $ 95 $ 106 Peer Group 1 index consists of Albany International Corp.
The performance was plotted using the following data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2019 ​ 12/31/2020 ​ 12/31/2021 ​ 12/31/2022 ​ 12/31/2023 ​ 12/31/2024 Miller Industries, Inc. ​ $ 100 ​ $ 102 ​ $ 90 ​ $ 72 ​ $ 114 ​ $ 176 NYSE Composite Index ​ $ 100 ​ $ 104 ​ $ 123 ​ $ 109 ​ $ 121 ​ $ 137 Peer Group 1 ​ $ 100 ​ $ 113 ​ $ 128 ​ $ 105 ​ $ 128 ​ $ 139 Peer Group 2 ​ $ 100 ​ $ 99 ​ $ 98 ​ $ 71 ​ $ 80 ​ $ 78 ​ Peer Group 1 index consists of Albany International Corp.
SIGNIFICANT TRENDS AND OUTLOOK In 2023, we were presented with several ongoing challenges, such as supply chain constraints, freight challenges, intense inflation, rapidly increasing interest rates and labor shortages, all of which impacted our profitability and liquidity.
SIGNIFICANT TRENDS AND OUTLOOK In 2024, we were presented with several ongoing challenges, such as timing of supply chain deliveries, freight challenges, continued inflationary pressures, and increased interest rates, all of which impacted our profitability and liquidity. In 2025, the Company plans to launch multiple new products as part of its continued focus on innovation and product development.
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Dividends During fiscal 2023, the Company’s Board of Directors declared the following dividends on its common stock: ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date ​ Record Date ​ Payable Date ​ Per Share March 6, 2023 ​ March 20, 2023 ​ March 27, 2023 ​ $ 0.18 May 1, 2023 ​ June 5, 2023 ​ June 12, 2023 ​ $ 0.18 August 7, 2023 ​ September 1, 2023 ​ September 11, 2023 ​ $ 0.18 November 6, 2023 ​ December 4, 2023 ​ December 11, 2023 ​ $ 0.18 ​ The Company has paid consecutive quarterly cash dividends since May 2011.
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Purchases of Equity Securities 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”).
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In October 2023, peer, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE.
Added
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.
Removed
Correspondingly, the Company removed CIRCOR International, Inc., from its performance data for all periods presented to allow for more meaningful comparisons. ​ ​ ​ ​ 20 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II OTHER KEY INFORMATION ​ ​ The performance graph above assumes $100 was invested on December 31, 2018 in common stock of Miller Industries.
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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.
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California’s Air Resources Board The information regarding the California Air Resources Board’s regulations is included under the heading “Government Regulations and Environmental Matters” in Part I, Item I and in Part I, Item 1A–“Risk Factors” of this Annual Report. ​ ​ ​ 23 ​ Table of Contents PART II
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During the three months ended December 31, 2024 the Company did not repurchase any shares of common stock pursuant to the Repurchase Program. During the year ended December 31, 2024 the Company repurchased 49,500 shares of common stock pursuant to the Repurchase Program.
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The total cost of the shares repurchased during 2024 was $2.9 million with an average share price of $58.58. All repurchased shares constitute authorized but unissued shares. Sales of Unregistered Securities None. Stock Performance Graph The following graph compares the performance of our common stock to the NYSE Composite index and two peer groups of issuers.
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In an effort to address ongoing supply chain challenges, on March 3, 2025, the Board of Directors authorized an €8 million expansion of the Company’s facilities in France.
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The impact of inflationary or deflationary pressures have caused and may continue to cause foreign currency translation gains or losses within our consolidated statement of comprehensive income/loss. ​ ​ 26 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [Reserved] 21 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 30 Item 8. ​ Financial Statements and Supplementary Data 31
Biggest changeItem 6. ​ [Reserved] 24 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. ​ Financial Statements and Supplementary Data 35

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeMD&A ​ RESULTS OF OPERATIONS The following table sets forth the components of the consolidated statements of income expressed as a percentage of net sales for the years ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ (in thousands) ​ 2023 2022 Change Net Sales ​ $ 1,153,354 ​ $ 848,456 ​ 35.9% ​ Costs of operations ​ ​ 1,001,500 ​ ​ 766,037 ​ 30.7% ​ Gross Profit ​ ​ 151,854 ​ ​ 82,419 ​ 84.2% ​ Operating Expenses: ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ ​ 73,087 ​ ​ 52,827 ​ 38.4% ​ Non-operating (income) expenses ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ 5,974 ​ ​ 3,379 ​ 76.8% ​ Other (income) expense, net ​ ​ (991) ​ ​ 481 ​ (306.0)% ​ Total expenses, net ​ ​ 78,070 ​ ​ 56,687 ​ 37.7% ​ Income before income taxes ​ ​ 73,784 ​ ​ 25,732 ​ 186.7% ​ Income tax provision ​ ​ 15,493 ​ ​ 5,386 ​ 187.7% ​ Net income ​ $ 58,291 ​ $ 20,346 ​ 186.5% ​ ​ Comparison of the Years Ended December 31, 2023 and 2022 Net Sales Consolidated net sales in fiscal 2023 were $1,153.4 million compared to $848.5 million in fiscal 2022, an increase of 35.9%.
Biggest changeSince December 2024, we drew net advances of $5.0 million from our credit facility for a balance of $70.0 million as of February 28, 2025. ​ RESULTS OF OPERATIONS The following table sets forth the components of the consolidated statements of income for the years ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ (in thousands) ​ 2024 2023 Change NET SALES ​ $ 1,257,500 ​ $ 1,153,354 ​ 9.0% COST OF OPERATIONS ​ ​ 1,086,695 ​ ​ 1,001,500 ​ 8.5% GROSS PROFIT ​ ​ 170,805 ​ ​ 151,854 ​ 12.5% OPERATING EXPENSES: ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ ​ 86,322 ​ ​ 73,087 ​ 18.1% NON-OPERATING (INCOME) EXPENSES: ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ 3,928 ​ ​ 5,974 ​ (34.2)% Other (income) expense, net ​ ​ 425 ​ ​ (991) ​ (142.9)% Total expenses, net ​ ​ 90,675 ​ ​ 78,070 ​ 16.1% INCOME BEFORE INCOME TAXES ​ ​ 80,130 ​ ​ 73,784 ​ 8.6% INCOME TAX PROVISION ​ ​ 16,636 ​ ​ 15,493 ​ 7.4% NET INCOME ​ $ 63,494 ​ $ 58,291 ​ 8.9% ​ Comparison of the Years Ended December 31, 2024 and 2023 Net Sales Consolidated net sales in fiscal 2024 were $1.26 billion compared to $1.15 billion in fiscal 2023, an increase of 9.0%.
Our estimate of forecasted sales demand and production requirements is primarily based on actual orders received, historical and projected sales trends, demand, product pricing, and economic trends and competitive factors. Forecasted sales demand and production requirements can also be affected by the significant redesign of our existing products.
Our estimate of forecasted sales demand and production requirements is primarily based on actual orders received, historical and projected sales trends, demand, product pricing, economic trends, and competitive factors. Forecasted sales demand and production requirements can also be affected by the significant redesign of our existing products.
The determination of fair value is based on projected future cash flows discounted at a rate determined by management, or if available, independent appraisals or sales price negotiations. The estimation of fair value includes significant judgment regarding assumptions of revenue, operating costs, interest rates, property and equipment additions, and industry competition and general economic and business conditions among other factors.
The determination of fair value is based on projected future cash flows discounted at a rate determined by management, or if available, independent appraisals or sales price negotiations. The estimation of fair value includes significant judgment regarding assumptions of revenue, operating costs, interest rates, property and equipment additions, industry competition, and general economic and business conditions among other factors.
We believe that our analysis of historical warranty claim trends and knowledge of potential manufacturing and/or product design improvements provide sufficient information to establish a reasonable estimate for the cost of future warranty claims at the time of sale and our warranty accruals as of the date of our consolidated balance sheets.
We believe that our analysis of historical warranty claims trends and knowledge of potential manufacturing and/or product design improvements provide sufficient information to establish a reasonable estimate for the cost of future warranty claims at the time of sale and our warranty accruals as of the date of our consolidated balance sheets.
Assumptions utilized in determining fair value under the income approach include forecasted operating results, terminal growth rates, and weighted-average cost of capital ("WACC") or discount rates. Estimating the fair value of a reporting unit requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.
Assumptions utilized in determining fair value under the income approach include forecasted operating results, terminal growth rates, and weighted-average cost of capital (“WACC”) or discount rates. Estimating the fair value of a reporting unit requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.
MD&A ​ Critical accounting policies and estimates are those accounting policies that (i) can have a significant impact on our financial condition and results of operations and (ii) require the use of complex and subjective estimates based upon past experience and management’s judgment. Because estimates are inherently uncertain, actual results may differ.
CRITICAL ACCOUNTING POLICIES AND SENSITIVE ACCOUNTING ESTIMATES Critical accounting policies and estimates are those accounting policies that (i) can have a significant impact on our financial condition and results of operations and (ii) require the use of complex and subjective estimates based upon past experience and management’s judgment. Because estimates are inherently uncertain, actual results may differ.
Foreign Currency Translations The functional currency of the Company's foreign operations is generally the applicable local currency. The functional currency is translated into U.S. dollars using the respective current exchange rate in effect as of the balance sheet date for balance sheet accounts and the respective weighted-average exchange rate during the period for revenue and expense accounts.
MD&A ​ Foreign Currency Translations The functional currency of the Company’s foreign operations is generally the applicable local currency. The functional currency is translated into U.S. dollars using the respective current exchange rate in effect as of the balance sheet date for balance sheet accounts and the respective weighted-average exchange rate during the period for revenue and expense accounts.
We determine our allowance for credit losses by reviewing accounts receivable aging, historical write-off trends, payment history, pricing discrepancies, industry trends, customer financial strength, customer credit ratings or bankruptcies. We regularly evaluate how changes in economic conditions may affect credit risks.
We determine our allowance for credit losses by reviewing accounts receivable agings, historical write-off trends, payment history, pricing discrepancies, industry trends, customer financial strength, customer credit ratings or bankruptcies. We regularly evaluate how changes in economic conditions may affect credit risks.
Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases, payments to vendors and tax payments in the regular course of business.
MD&A ​ Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases, payments to vendors, and tax payments in the regular course of business.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 to the consolidated financial statements for a discussion of recent accounting standards and pronouncements. ​ ​ ​ ​ ​ 29 ​ ​ ​ PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ​
RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 to the consolidated financial statements for a discussion of recent accounting standards and pronouncements. ​ ​ ​ ​ ​ 33 ​ ​ ​ PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ​
A hypothetical 0.1 percent increase or decrease in the reserve as a percentage of trade receivables at December 31, 2023, would result in an increase or decrease in bad debt expense of $0.3 million. We believe the reserve maintained and expenses recorded in fiscal 2023 are appropriate.
A hypothetical 0.1 percent increase or decrease in the reserve as a percentage of trade receivables as of December 31, 2024, would result in an increase or decrease in bad debt expense of $0.3 million. We believe the reserve maintained and expenses recorded in fiscal 2024 are appropriate.
If, after evaluating the weight of the changes in events and circumstances, both positive and negative, we conclude that an impairment of goodwill may exist, a quantitative test for impairment is performed.
MD&A ​ regulatory and environmental changes. If, after evaluating the weight of the changes in events and circumstances, both positive and negative, we conclude that an impairment of goodwill may exist, a quantitative test for impairment is performed.
Management continually monitors working capital to ensure it remains at levels to support ongoing operations, meet obligations and pursue growth opportunities. See “Cash Flows” – “Cash Flows provided by (used in) Operating Activities” contained within this MD&A for additional discussion on working capital. Capital Expenditures Capital expenditures during fiscal 2023 and 2022 were $12.1 million and $28.9 million, respectively.
Management continually monitors working capital to ensure it remains at levels to support ongoing operations, meet obligations, and pursue growth opportunities. See “Cash Flows” – “Cash Flows Provided by (Used in) Operating Activities” contained within this MD&A for additional discussion on working capital. Capital Expenditures Capital expenditures during fiscal 2024 and 2023 were $15.4 million and $12.1 million, respectively.
Working Capital Working capital at December 31, 2023 and 2022 was $275.8 million and $219.9 million, respectively. Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases and payments to vendors.
Working Capital Working capital as of December 31, 2024 and 2023 was $331.9 million and $275.8 million, respectively. Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases, and payments to vendors.
For more information on the effective tax rate, see Note 8 to our consolidated financial statements. LIQUIDITY AND CAPITAL RESOURCES We expect our primary sources of cash to be from cash and temporary investments, cash flow from operations and availability under our credit facility at December 31, 2023.
For more information on the effective tax rate, see Note 8 – “Income Taxes” to our consolidated financial statements. LIQUIDITY AND CAPITAL RESOURCES We expect our primary sources of cash to be from cash and temporary investments, cash flow from operations, and availability under our credit facility as of December 31, 2024.
At December 31, 2023 and 2022, cash and temporary investments included $18.2 million and $18.3 million held by foreign subsidiaries based in the local currency, respectively. We do not currently have plans to repatriate undistributed foreign earnings to the United States and have not determined any timeline or amount for any such future distributions.
Cash and temporary investments included $18.2 million held by foreign subsidiaries based in local currency for the years ended December 31, 2024 and 2023. We do not currently have plans to repatriate undistributed foreign earnings to the United States and have not determined any timeline or amount for any such future distributions.
Under our credit facility, the non-default rate of interest is equal to the one-month Term SOFR plus 1.00% or 1.25% per annum, depending on our leverage ratio, for a rate of interest of 6.47% at December 31, 2023. As of December 31, 2023, we were in compliance with all covenants under the credit facility.
Under our credit facility, the non-default rate of interest is equal to the one-month Term SOFR plus 1.00% or 1.25% per annum, depending on our leverage ratio, for a rate of interest of 5.45% as of December 31, 2024. As of December 31, 2024, we were in compliance with all covenants under the credit facility.
We have $1.4 million in remaining contractual payments under our agreement with the software provider, which extends through 2025.
We have $0.5 million in remaining contractual payments under our agreement with the software provider, which extends through 2025.
Cash and Temporary Investments At December 31, 2023 and 2022, we had consolidated cash and temporary investments of $29.9 million and $40.2 million, respectively. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal and interest payments on indebtedness.
Cash and Temporary Investments As of December 31, 2024 and 2023, we had consolidated cash and temporary investments of $24.3 million and $29.9 million, respectively. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal, and interest payments on indebtedness.
MD&A ​ Provision for Income Taxes The provision for income taxes for the years ended December 31, 2023 and 2022 reflects a combined federal, state and foreign tax rate of 21.0% and 21.0%, respectively, which corresponds to a tax provision of $15.5 million in 2023 compared to $5.4 million for 2022.
Provision for Income Taxes The provision for income taxes for the years ended December 31, 2024 and 2023 reflects a combined federal, state, and foreign tax rate of 20.8% and 21.0%, respectively, which corresponds to a tax provision of $16.6 million in 2024 compared to $15.5 million for 2023.
Additionally, a reporting unit is assessed for critical areas that may impact its operating performance, including macroeconomic conditions, industry and market considerations, cost factors such as products and component parts and labor, as well as market-related exposures such as fluctuations in our company's market capitalization and share price, and/or any other potential risks to operating performance, such as regulatory and environmental changes.
Additionally, a reporting unit is assessed for critical areas that may impact its operating performance, including macroeconomic conditions, industry and market considerations, cost factors such as products and component parts and labor, market-related exposures such as fluctuations in our company’s market capitalization and share price, and/or any other potential risks to operating performance, such as ​ ​ ​ 31 ​ Table of Contents PART II ITEM 7.
We currently believe that, based on available capital resources and projected operating cash flow, we have adequate capital resources to fund our operations and expected future cash needs as described below.
We currently believe that, based on available capital resources and projected operating cash flow, we have adequate capital resources to fund our operations and expected future cash needs for the next twelve months.
Goodwill represents the excess of consideration transferred over the estimated fair value of the net assets acquired. ​ ​ ​ 27 ​ Table of Contents PART II ITEM 7. MD&A ​ The allocation of purchase consideration requires management to make significant estimates and assumptions.
Goodwill represents the excess of consideration transferred over the estimated fair value of the net assets acquired. The allocation of purchase consideration requires management to make significant estimates and assumptions.
Dividends Our Board of Directors declared quarterly cash dividends of $0.18 per share in fiscal 2023. Future common stock cash dividends will depend on our financial condition, results of operations, capital requirements and other factors deemed relevant by our Board of Directors. See Note 11, Shareholders’ Equity, for additional discussion on dividends.
Dividends Our Board of Directors declared quarterly cash dividends of $0.19 per share in fiscal 2024. Future common stock cash dividends will depend on our financial condition, results of operations, capital requirements, and other factors deemed relevant by our Board of Directors.
Cost of Operations Costs of operations in fiscal 2023 were $1,001.5 million compared to $766.0 million in fiscal 2022, an increase of 30.7%. The increase in cost of operations was primarily attributed to increased deliveries resulting from increased stabilization in supply chain. Gross Profit Gross profit is equal to net sales less cost of sales.
Costs of operations in fiscal 2024 were $1.09 billion compared to $1.00 billion in fiscal 2023, an increase of 8.5%. The increase in cost of operations was primarily attributed to increased deliveries resulting from increased stabilization in our supply chain. Gross Profit Gross profit is equal to net sales less cost of sales.
We believe it is more likely than not the results of future operations will generate sufficient taxable income to realize our existing deferred tax assets, net of valuation allowances. Changes in the realizability of our deferred tax assets will be reflected in our effective tax rate in the period in which they are determined.
We believe it is more likely than not the results of future operations will generate sufficient taxable income to realize our existing deferred tax assets, net of valuation allowances.
The change in operating activities is primarily due to increased net income and a stabilization of changes in operating assets and liabilities as a result of improved availability of purchased components.
During fiscal 2023, the change in operating activities was primarily due to increased net income and a stabilization of changes in operating assets and liabilities as a result of improved availability of purchased components. ​ ​ ​ 29 ​ Table of Contents PART II ITEM 7.
Gross profit in fiscal 2023 was $151.9 million compared to $82.4 million in fiscal 2022, an increase of 84.2%. Cost of sales includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.
Net foreign sales in fiscal 2024 were $125.7 million compared to $114.4 million in fiscal 2023, an increase of 9.9%. Cost of Operations Cost of operations includes the direct cost of manufacturing, including direct materials, labor and related overhead, physical inventory adjustments, as well as inbound and outbound freight.
In developing inventory valuation adjustments for excess, slow moving, and obsolete inventory, we are required to use judgment and make estimates of future sales demand and production requirements compared with current inventory levels.
The inventory valuation adjustment to net realizable value establishes a new cost basis of the inventory that cannot be subsequently reversed. In developing inventory valuation adjustments for excess, slow moving, and obsolete inventory, we are required to use judgment and make estimates of future sales demand and production requirements compared with current inventory levels.
Other Long-Term Obligations Prior to applying a discount rate to our lease liabilities, we had approximately $0.9 million in non-cancellable operating lease obligations and no non-cancellable finance lease obligations for both years ended December 31, 2023 and 2022. Leases with original contractual terms less than one year were excluded from non-cancellable lease obligations.
Other Long-Term Obligations Prior to applying a discount rate to our lease liabilities, we had approximately $0.6 million in non-cancellable operating lease obligations for the year ended December 31, 2024 and approximately $0.9 million for the year ended December 31, 2023. There were no non-cancellable finance lease obligations for either year.
Cash Flows Information about our cash flows, by category, is presented in our consolidated statement of cash flows and is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ (in thousands) 2023 ​ 2022 Change Operating activities $ 10,963 ​ $ (19,155) ​ 157.2 % Investing activities ​ (29,075) ​ ​ (28,931) ​ 0.5 % Financing activities ​ 6,751 ​ ​ 36,765 ​ (81.6) % Effect of exchange rate changes on cash and temporary investments 1,117 ​ ​ (2,858) ​ 139.1 % Net increase / (decrease) in cash and temporary investments $ (10,244) ​ $ (14,179) ​ (27.8) % Cash Flows provided by (used in) Operating Activities Cash provided by operating activities during 2023 was $11.0 million, compared to $19.2 million of cash used in operating activities during 2022.
Cash Flows Information about our cash flows, by category, is presented in our consolidated statement of cash flows and is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ (in thousands) 2024 ​ 2023 ​ Change Operating activities $ 16,870 ​ $ 10,963 ​ 53.9 % Investing activities ​ (15,269) ​ ​ (29,075) ​ 47.5 % Financing activities ​ (6,619) ​ ​ 6,751 ​ (198.0) % Effect of exchange rate changes on cash and temporary investments (554) ​ ​ 1,117 ​ (149.6) % Net increase (decrease) in cash and temporary investments $ (5,572) ​ $ (10,244) ​ 45.6 % ​ Cash Flows Provided by (Used in) Operating Activities Cash provided by operating activities during 2024 was $16.9 million, compared to $11.0 million of cash provided by operating activities during 2023.
In addition, changes in existing tax laws or rates could significantly change our current estimate of our unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Changes in current estimates, if significant, could have a material adverse impact on our financial statements.
These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Changes in current estimates, if significant, could have a material adverse impact on our financial statements. We recognize our deferred tax assets and liabilities based upon the expected future tax outcome of amounts recognized in our results of operations.
MD&A ​ 50 percent likelihood of being realized upon ultimate settlement. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities.
Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. In addition, changes in existing tax laws or rates could significantly change our current estimate of our unrecognized tax benefit liabilities.
Accordingly, we recognize a tax benefit from an uncertain tax position when it is more likely than not the position will be sustained upon examination based on the largest benefit that has a greater than ​ ​ 28 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
Accordingly, we recognize a tax benefit from an uncertain tax position when it is more likely than not the position will be sustained upon examination based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement.
As needed, we record an inventory valuation adjustment for excess, slow moving and obsolete inventory that is equal to the excess of the cost of the inventory over the estimated net realizable value. The inventory valuation adjustment to net realizable value establishes a new cost basis of the inventory that cannot be subsequently reversed.
MD&A ​ Inventory Inventories are valued at the lower of cost or net realizable value determined primarily on a moving average unit cost basis. As needed, we record an inventory valuation adjustment for excess, slow-moving, and obsolete inventory that is equal to the excess of the cost of the inventory over the estimated net realizable value.
During fiscal 2021, we completed phase one of our enterprise software solution implementation. During fiscal 2022 and fiscal 2023, we continued to implement additional functionality available in the enterprise software solution. We expect this software to substantially improve our administrative efficiency and customer service levels.
Leases with original contractual terms less than one year were excluded from non-cancellable lease obligations. During fiscal 2021, we completed phase one of our enterprise software solution implementation. Through fiscal 2024, we have continued to implement additional functionality available in the enterprise software solution. We expect this software to substantially improve our administrative efficiency and customer service levels.
Cash provided by financing activities during fiscal 2022 included advances on the credit facility of $45.0 million, offset by dividend payments of $8.2 million and an immaterial amount of payments on finance lease obligations. CRITICAL ACCOUNTING POLICIES AND SENSITIVE ACCOUNTING ESTIMATES ​ ​ 26 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
Cash provided by financing activities during fiscal 2023 included advances on the credit facility of $15.0 million, offset by dividend payments of $8.2 million and an immaterial amount of payments on finance lease obligations.
The following table presents information regarding our allowance for credit losses over the past three fiscal years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except percentages) 2023 ​ 2022 ​ 2021 Allowance for credit losses, beginning of period $ 1,319 ​ $ 1,155 ​ $ 1,295 Charges to costs and expenses ​ ​ 208 ​ ​ 174 ​ ​ (137) Reduction to allowance for customer write-offs ​ — ​ (10) ​ (3) Allowance for credit losses, end of period ​ $ 1,527 ​ $ 1,319 ​ $ 1,155 Allowance as a percentage of customer receivables ​ ​ 0.5% ​ ​ 0.7% ​ ​ 0.7% Allowance as percentage of revenue ​ ​ 0.1% ​ ​ 0.2% ​ ​ 0.2% Inventory Inventories are valued at the lower of cost or net realizable value determined primarily on a moving average unit cost basis.
The following table presents information regarding our allowance for credit losses over the past three fiscal years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except percentages) 2024 ​ 2023 ​ 2022 Allowance for credit losses, beginning of period $ 1,527 ​ $ 1,319 ​ $ 1,155 Charges to costs and expenses ​ ​ 323 ​ ​ 208 ​ ​ 174 Reduction to allowance for customer write-offs ​ — ​ — ​ (10) Allowance for credit losses, end of period ​ $ 1,850 ​ $ 1,527 ​ $ 1,319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance as a percentage of customer receivables ​ ​ 0.6% ​ ​ 0.5% ​ ​ 0.7% Allowance as percentage of revenue ​ ​ 0.1% ​ ​ 0.1% ​ ​ 0.2% ​ ​ 30 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
We recognize our deferred tax assets and liabilities based upon the expected future tax outcome of amounts recognized in our results of operations. If necessary, we recognize a valuation allowance on deferred tax assets when it is more likely than not they will not be realized.
If necessary, we recognize a valuation allowance on deferred tax assets when it is more likely than not they will not be realized.
As a percentage of net sales, selling, general and administrative expenses increased to 6.3% in 2023 from 6.2% in 2022. Interest Expense, Net Interest expense, net in fiscal 2023 was $6.0 million compared to $3.4 million in fiscal 2022, an increase of 76.8%.
As a percentage of net sales, selling, general and administrative expenses increased to 6.9% in 2024 from 6.3% in 2023. ​ ​ ​ 27 ​ Table of Contents PART II ITEM 7. MD&A ​ Interest Expense, Net Interest expense, net in fiscal 2024 was $3.9 million compared to $6.0 million in fiscal 2023, a decrease of 34.2%.
The Company experienced a net foreign currency exchange gain of $0.8 million for 2023 compared to a net exchange loss of $0.7 million for 2022. Other (income) expense for fiscal 2023 includes $0.2 million of other income. ​ ​ 24 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
The Company experienced a net foreign currency exchange loss of $0.6 million for 2024 compared to a net exchange gain of $0.8 million for 2023. Other (income) expense for fiscal 2024 includes $0.1 million of other income.
The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense, investor relations activity, increased expenses associated with increased sales volume and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention.
Selling, General and Administrative Selling, general and administrative expenses in fiscal 2024 were $86.3 million compared to $73.1 million in fiscal 2023, an increase of 18.1%. The increase in selling, general and administrative expenses was primarily due to additional executive compensation expense, and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention.
Indebtedness Credit Facility On October 28, 2022, we entered into a first amendment to the loan agreement with First Horizon Bank (“First Horizon”) that provides an unsecured revolving credit facility with a maturity date of May 31, 2027, to increase the credit facility from $50.0 million to $100.0 million, made certain technical and operational adjustments necessary to implement the one month Term SOFR Rate (as defined in the loan agreement) as the primary interest rate index under the credit facility and added a new asset coverage financial covenant test.
MD&A ​ Indebtedness Credit Facility On October 28, 2022, we entered into a first amendment to the loan agreement with First Horizon Bank (“First Horizon”) that provides an unsecured revolving credit facility with a maturity date of May 31, 2027, to increase the credit facility from $50.0 million to $100.0 million.
All other material terms and conditions of the credit facility remained unchanged. 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 under the credit facility.
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 under the credit facility. The credit facility contains customary representations and warranties, events of default, and financial, affirmative, and negative covenants for loan agreements of this kind.
The cash provided by financing activities in 2023 resulted from advances of $15.0 million under the Company’s primary credit facility, offset by the payment of cash dividends of $8.2 million.
The cash used in financing activities in 2024 resulted from advances of $5.0 million under the Company’s primary credit facility, offset by the payment of cash dividends of $8.7 million and stock repurchase of $2.9 million. See Note 11 – “Shareholders’ Equity” for more information.
MD&A ​ Changes in interest rates affect the interest paid on indebtedness under our credit facility because the outstanding amounts of indebtedness under our current credit facility are subject to variable interest rates.
Since December 2024, the Company drew net advances of $5.0 million from its credit facility for a balance of $70.0 million as of February 28, 2025. Changes in interest rates affect the interest paid on indebtedness under our credit facility because the outstanding amounts of indebtedness under our current credit facility are subject to variable interest rates.
Increases in interest expense, net were primarily due to increased borrowings, increased interest rates and increases in floor plan interest payments, offset by interest income. Other (Income) Expense The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency.
For fiscal 2024 interest expense totaled $9.8 million offset by interest income of $5.9 million. For fiscal 2023, interest expense totaled $8.4 million, offset by interest income of $2.4 million. Other (Income) Expense The Company is exposed to foreign currency transaction risk when the Company has transactions that are denominated in a currency other than its functional currency.
We also continued to invest in manufacturing automation, ERP system enhancements and employee safety initiatives. Cash Flows provided by (used in) Financing Activities Cash provided by financing activities during 2023 was $6.8 million, compared to $36.8 million provided by 2022.
Cash Flows Provided by (Used in) Financing Activities Cash used in financing activities during 2024 was $6.6 million, compared to $6.8 million provided by financing activities during 2023.
Cash Flows provided by (used in) Investing Activities Cash used in investing activities during 2023 was $29.1 million, compared to $28.9 million used during 2022. The cash used in investing activities for 2023 was primarily for the purchase of SHC, Inc., (see Note 2) and purchases of property, plant and equipment.
The cash used in investing activities for 2024 was primarily for purchases of plant, property and equipment; cash used in 2023 was primarily for the purchase of the assets and assumption of certain liabilities of Southern Hydraulic Cylinder, Inc., (see Note 2) as well as purchases of property, plant and equipment.
The credit facility contains customary representations and warranties, events of default and financial, affirmative and negative covenants for loan agreements of this kind. Our ongoing operations have, to date, been funded by a combination of cash flow from operations and borrowings under our credit facility.
Our ongoing operations have, to date, been funded by a combination of cash flow from operations and borrowings under our credit facility. As of December 31, 2024, the Company had $65.0 million in borrowings outstanding under the credit facility.
The increase in net sales was primarily driven by increases in production volume due to supply chain improvements and continued strong customer demand, as well as pricing adjustments implemented in the first quarter. Net foreign sales in fiscal 2023 were $114.4 million compared to $83.1 million in fiscal 2022, an increase of 38.0%.
The increase in net sales was primarily driven by higher production volume as a result of stabilization of the supply chain and continued strong customer demand, as well as an annual price increase of 3% implemented throughout the first half of the year.
Removed
Selling, General and Administrative Selling, general and administrative expenses in fiscal 2023 were $73.1 million compared to $52.8 million in fiscal 2022, an increase of 38.4%.
Added
ITEM 7. MD&A ​ California’s Air Resources Board The information regarding the California Air Resources Board’s regulations is included under the heading “Government Regulations and Environmental Matters” in Part I, Item 1 – “Business” and in Part I, Item 1A – “Risk Factors” of this Annual Report.
Removed
As of December 31, 2023, the Company had $60.0 million in borrowings outstanding under the credit facility. In January 2024, the Company paid $5.0 million towards its credit facility and retains a balance of $55.0 million at February 29, 2024. ​ ​ ​ 25 ​ Table of Contents PART II ITEM 7.
Added
Credit Facility As of December 31, 2024, we had $65.0 million in borrowings outstanding under our credit facility.
Removed
Cash used in operating activities during fiscal 2022, included purchases of materials, components and chassis to ramp up production to meet our historic demand levels and to mitigate various supply chain disruptions. These purchases coupled with the increased costs of inventory and labor caused cash provided by operating activities to be exceeded by cash used in operating activities.
Added
Gross profit in fiscal 2024 was $170.8 million compared to $151.9 million in fiscal 2023, an increase of 12.5%. Gross profit as a percentage of sales increased to 13.6% for fiscal 2024 compared to 13.2% in fiscal 2023 as a result of our continuous investment in robotics and automation.
Removed
Cash used in investing activities during fiscal 2022 was primarily for the purchase of property, plant and equipment, including an aircraft purchased which is used to enhance our marketing efforts, establish and maintain our relationships with key suppliers and visit our facilities that are not easily accessible via commercial air travel.
Added
See Note 11 – “Shareholders’ Equity”, for additional discussion on dividends. ​ ​ 28 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
Added
We made certain technical and operational adjustments necessary to implement the one-month Term SOFR Rate (as defined in the loan agreement) as the primary interest rate index under the credit facility and added a new asset coverage financial covenant test. All other material terms and conditions of the credit facility remained unchanged.
Added
During fiscal 2024, the change in operating activities was primarily due to increased net income and a further stabilization of changes in asset and liabilities as a result of the continued supply chain recovery.
Added
Cash Flows Provided by (Used in) Investing Activities Cash used in investing activities during 2024 was $15.3 million, compared to $29.1 million used in investing activities during 2023.
Added
Changes in the realizability of our deferred tax assets will be reflected in our effective tax rate in the period in which they are determined. ​ ​ 32 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

23 edited+0 added−1 removed19 unchanged
Biggest changeAND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ (in thousands) December 31, 2023 December 31, 2022 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and temporary investments $ 29,909 ​ $ 40,153 Accounts receivable, net of allowance for credit losses of $1,527 and $1,319 at December 31, 2023 and December 31, 2022, respectively 286,138 ​ 177,663 Inventories, net 189,807 ​ 153,656 Prepaid expenses 4,617 ​ 4,576 Total current assets 510,471 ​ 376,048 ​ ​ ​ ​ ​ ​ Property, plant and equipment, net 115,072 ​ 112,145 Right-of-use assets - operating leases ​ 826 ​ ​ 909 Goodwill 20,022 ​ 11,619 Other assets 819 ​ 708 Total assets $ 647,210 ​ $ 501,429 ​ ​ ​ ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ Accounts payable $ 191,782 ​ $ 125,500 Accrued liabilities 40,793 ​ 28,333 Income taxes payable ​ 1,819 ​ ​ 2,001 Current portion of operating lease obligation ​ 320 ​ ​ 311 Total current liabilities 234,714 ​ 156,145 Long-term obligations 60,000 ​ 45,000 Noncurrent portion of operating lease obligation 506 ​ 597 Deferred income tax liabilities 4,070 ​ 6,230 Total liabilities 299,290 ​ 207,972 ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ ​ Preferred shares, $0.01 par value: ​ ​ ​ Authorized– 5,000,000 shares, Issued– none ​ — ​ ​ — Common shares, $0.01 par value: ​ ​ ​ ​ Authorized– 100,000,000 shares, Issued– 11,445,640 and 11,416,716 at December 31, 2023 and 2022, respectively ​ 114 ​ ​ 114 Additional paid-in capital 153,574 ​ 152,392 Retained Earnings 200,165 ​ 150,124 Accumulated other comprehensive loss (5,933) ​ (9,173) Total shareholders’ equity 347,920 ​ 293,457 Total liabilities and shareholders' equity $ 647,210 ​ $ 501,429 The accompanying notes are an integral part of these consolidated statements . ​ ​ ​ ​ 35 ​ Table of Contents PART II ITEM 8.
Biggest changeAND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 (in thousands, except share and per share amounts) ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ ​ Cash and temporary investments $ 24,337 ​ $ 29,909 Accounts receivable, net of allowance for credit losses of $1,850 and $1,527 as of December 31, 2024 and December 31, 2023, respectively 313,413 ​ 286,138 Inventories, net 186,169 ​ 189,807 Prepaid expenses 5,847 ​ 4,617 Total current assets 529,766 ​ 510,471 NON-CURRENT ASSETS: ​ ​ ​ ​ ​ Property, plant and equipment, net 115,979 ​ 115,072 Right-of-use assets – operating leases ​ 545 ​ ​ 826 Goodwill 19,998 ​ 20,022 Other assets 727 ​ 819 TOTAL ASSETS $ 667,015 ​ $ 647,210 ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ ​ Accounts payable $ 145,853 ​ $ 191,782 Accrued liabilities 50,620 ​ 40,793 Income taxes payable ​ 1,082 ​ ​ 1,819 Current portion of operating lease obligation ​ 318 ​ ​ 320 Total current liabilities 197,873 ​ 234,714 NON-CURRENT LIABILITIES: ​ ​ ​ ​ ​ Long-term obligations 65,000 ​ 60,000 Non-current portion of operating lease obligation 227 ​ 506 Deferred income tax liabilities 2,885 ​ 4,070 TOTAL LIABILITIES 265,985 ​ 299,290 ​ ​ ​ ​ ​ ​ COMMITMENTS AND CONTINGENCIES (Note 10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SHAREHOLDERS’ EQUITY: ​ ​ ​ ​ ​ Preferred stock, $0.01 par value per share: ​ ​ ​ Authorized – 5,000,000 shares, Issued – none ​ — ​ ​ — Common stock, $0.01 par value per share: ​ ​ ​ ​ Authorized – 100,000,000 shares, Issued – 11,439,292 and 11,445,640 shares as of December 31, 2024 and December 31, 2023, respectively ​ 114 ​ ​ 114 Additional paid-in capital 153,704 ​ 153,574 Retained earnings 254,938 ​ 200,165 Accumulated other comprehensive loss (7,726) ​ (5,933) TOTAL SHAREHOLDERS’ EQUITY 401,030 ​ 347,920 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 667,015 ​ $ 647,210 ​ The accompanying notes are an integral part of these consolidated statements . ​ ​ ​ ​ 39 ​ Table of Contents PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were effective as of December 31, 2023 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.
Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were effective as of December 31, 2024 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.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ ​ ​ 33 ​ Table of Contents PART II ITEM 8.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ ​ ​ 37 ​ Table of Contents PART II ITEM 8.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024.
Our internal controls over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on management’s assessment under those criteria, we concluded that, as of December 31, 2023, we maintained effective internal control over financial reporting.
In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on management’s assessment under those criteria, we concluded that, as of December 31, 2024, we maintained effective internal control over financial reporting.
Elliott Davis, LLC, the independent registered public accounting firm who audited the Company’s consolidated financial statements included in this Annual Report, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which appears herein.
Elliott Davis, LLC, the independent registered public accounting firm who audited the Company’s consolidated financial statements included in this Annual Report, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears herein.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING ​ Disclosure Controls and Procedures We evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of December 31, 2023.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Disclosure Controls and Procedures We evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2024.
For the year ended December 31, 2023, the effect of a hypothetical 100 basis point increase or decrease in overall interest rates on our variable rate debt would have changed interest expense by approximately $0.6 million. The 100 basis point change on our variable rate debt would not have materially impacted our earnings or cash flows for fiscal 2023.
For the year ended December 31, 2024, the effect of a hypothetical 100-basis point increase or decrease in overall interest rates on our variable rate debt would have changed interest expense by approximately $0.4 million. The 100-basis point change on our variable rate debt would not have materially impacted our earnings or cash flows for fiscal 2024.
Changes in Internal Control over Financial Reporting There were no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ​ ​ ​ 32 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
Changes in Internal Control over Financial Reporting There were no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ​ ​ ​ 36 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
For the years ended December 31, 2023, 2022, and 2021 the impact of foreign currency exchange rate changes on our results of operations and cash flows was a net foreign currency exchange gain of $0.8 million, and a loss of $0.7 million and $0.5 million, respectively.
For the years ended December 31, 2024, 2023, and 2022 the impact of foreign currency exchange rate changes on our results of operations and cash flows was a net foreign currency exchange loss of $0.6 million, a gain of $0.8 million, and loss of $0.7 million, respectively.
We determined that there are no critical audit matters. ​ We have served as the Company's auditor since 2003. Chattanooga, Tennessee March 6, 2024 ​ ​ ​ ​ 34 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
We determined that there are no critical audit matters. ​ We have served as the Company’s auditor since 2003. Chattanooga, Tennessee March 5, 2025 ​ ​ ​ 38 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
For the years ended December 31, 2023, 2022 and 2021, we recognized a foreign currency translation gain of $3.2 million, and losses of $4.2 million and $2.2 million, respectively because of the strengthening or weakening of the U.S. dollar against certain foreign currencies. ​ ​ ​ ​ ​ ​ 30 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
For the years ended December 31, 2024, 2023 and 2022, we recognized a foreign currency translation loss of $1.8 million, gain of $3.2 million and loss of $4.2 million, respectively because of the strengthening or weakening of the U.S. dollar against certain foreign currencies. ​ ​ ​ ​ ​ ​ 34 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management’s Report on Internal Control Over Financial Reporting 32 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 149 ) 33 Consolidated Balance Sheets 35 Consolidated Statements of Income (Loss) 36 Consolidated Statements of Comprehensive Income (Loss) 37 Consolidated Statements of Shareholders’ Equity 38 Consolidated Statements of Cash Flows 39 Notes to Consolidated Financial Statements 40 1.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management’s Report on Internal Control Over Financial Reporting 36 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 149) 37 Consolidated Balance Sheets 39 Consolidated Statements of Income 40 Consolidated Statements of Comprehensive Income 41 Consolidated Statements of Shareholders’ Equity 42 Consolidated Statements of Cash Flows 43 Notes to Consolidated Financial Statements 44 1.
Ooltewah, Tennessee Opinions on the Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Miller Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively, the “financial statements”).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors Miller Industries, Inc. and subsidiaries Ooltewah, Tennessee Opinions on the Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Miller Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively, the “financial statements”).
Organization and Summary of Significant Accounting Policies 40 2. Business Combinations 45 3. Inventory 46 4. Property, Plant and Equipment 46 5. Goodwill 46 6. Accrued Liabilities 47 7. Long-Term Obligations 47 8. Income Taxes 47 9. Leases 48 10. Commitment and Contingencies 50 11. Shareholders’ Equity 50 12. Stock Incentive Plan 50 13. Earnings Per Share 51 14.
Organization and Summary of Significant Accounting Policies 44 2. Business Combinations 50 3. Inventory 51 4. Property, Plant and Equipment 52 5. Goodwill 52 6. Accrued Liabilities 52 7. Long-Term Obligations 52 8. Income Taxes 53 9. Leases 54 10. Commitment and Contingencies 55 11. Shareholders’ Equity 56 12. Stock Incentive Plan s 57 13. Earnings Per Share 58 14.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2023 2022 2021 Net income $ 58,291 ​ $ 20,346 ​ $ 16,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ Foreign currency translation adjustment 3,240 ​ (4,228) ​ (2,156) Total other comprehensive income (loss) 3,240 ​ (4,228) ​ (2,156) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income $ 61,531 ​ $ 16,118 ​ $ 14,099 The accompanying notes are an integral part of these consolidated statements. ​ ​ ​ ​ ​ 37 ​ Table of Contents PART II
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2024 ​ 2023 ​ 2022 NET INCOME $ 63,494 ​ $ 58,291 ​ $ 20,346 ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE INCOME (LOSS): ​ ​ Foreign currency translation adjustment (1,793) ​ 3,240 ​ (4,228) Total other comprehensive income (loss) (1,793) ​ 3,240 ​ (4,228) ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL COMPREHENSIVE INCOME $ 61,701 ​ $ 61,531 ​ $ 16,118 ​ The accompanying notes are an integral part of these consolidated statements. ​ ​ ​ ​ ​ 41 ​ Table of Contents PART II
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands, except share amounts) 2023 ​ 2022 ​ 2021 Net sales $ 1,153,354 ​ $ 848,456 ​ $ 717,476 Costs of operations 1,001,500 ​ 766,037 ​ 647,624 Gross profit 151,854 ​ 82,419 ​ 69,852 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses 73,087 ​ 52,827 ​ 46,233 ​ ​ ​ ​ ​ ​ ​ ​ Non-operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net 5,974 ​ 3,379 ​ 1,355 Other (income) expense, net (991) ​ 481 ​ 498 Total expense, net 78,070 ​ 56,687 ​ 48,086 ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 73,784 ​ 25,732 ​ 21,766 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision 15,493 ​ ​ 5,386 ​ ​ 5,511 Net income 58,291 ​ 20,346 ​ 16,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share ​ ​ ​ ​ ​ ​ ​ ​ Basic $ 5.10 ​ $ 1.78 ​ $ 1.42 Diluted $ 5.07 ​ $ 1.78 ​ $ 1.42 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash dividends declared per common share $ 0.72 ​ $ 0.72 ​ $ 0.72 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: ​ ​ ​ Basic 11,439 ​ 11,417 ​ 11,411 Diluted 11,507 ​ 11,417 ​ 11,411 ​ The accompanying notes are an integral part of these consolidated statements . ​ ​ ​ 36 | FY 2023 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands, except share and per share amounts) 2024 ​ 2023 ​ 2022 NET SALES $ 1,257,500 ​ $ 1,153,354 ​ $ 848,456 COST OF OPERATIONS 1,086,695 ​ 1,001,500 ​ 766,037 GROSS PROFIT 170,805 ​ 151,854 ​ 82,419 ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING EXPENSES: ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses 86,322 ​ 73,087 ​ 52,827 ​ ​ ​ ​ ​ ​ ​ NON-OPERATING (INCOME) EXPENSES: ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net 3,928 ​ 5,974 ​ 3,379 Other (income) expense, net 425 ​ (991) ​ 481 Total expense, net 90,675 ​ 78,070 ​ 56,687 ​ ​ ​ ​ ​ ​ INCOME BEFORE INCOME TAXES ​ 80,130 ​ 73,784 ​ ​ 25,732 ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME TAX PROVISION 16,636 ​ ​ 15,493 ​ 5,386 NET INCOME $ 63,494 ​ $ 58,291 ​ $ 20,346 ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME PER SHARE OF COMMON STOCK: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ 5.55 ​ $ 5.10 ​ $ 1.78 Diluted $ 5.47 ​ $ 5.07 ​ $ 1.78 ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.76 ​ $ 0.72 ​ $ 0.72 ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED AVERAGE SHARES OUTSTANDING: ​ ​ ​ ​ ​ ​ Basic 11,450 ​ 11,439 ​ 11,417 Diluted 11,602 ​ 11,507 ​ 11,417 ​ The accompanying notes are an integral part of these consolidated statements . ​ ​ ​ 40 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
Employee Benefit Plans 51 15. Correction of Prior Period Errors 52 16. Subsequent Events 52 ​ ​ ​ ​ ​ 31 ​ Table of Contents PART II ITEM 8.
Employee Benefit Plans 58 15. Subsequent Events 58 ​ ​ ​ ​ ​ 35 ​ Table of Contents PART II ITEM 8.
Removed
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors Miller Industries, Inc.

Other MLR 10-K year-over-year comparisons