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What changed in MILLER INDUSTRIES INC /TN/'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of MILLER INDUSTRIES INC /TN/'s 2024 and 2025 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 2025 report.

+451 added235 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-05)

Top changes in MILLER INDUSTRIES INC /TN/'s 2025 10-K

451 paragraphs added · 235 removed · 169 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeINTELLECTUAL PROPERTY RIGHTS Our development of the underlift parallel linkage and L-arms, at the time, was considered one of the most innovative developments in the wrecker industry. This technology continues to be significant because it allows the damage-free towing of aerodynamic vehicles made of lighter weight materials.
Biggest changeFor more information on our approach to human capital management, please refer to our periodic Corporate Social Responsibility Report, which is available on our website www.millerind.com . INTELLECTUAL PROPERTY RIGHTS Our development of the underlift parallel linkage and L-arms, at the time, was considered one of the most innovative developments in the wrecker industry.
There is a strong possibility that other states, including states in which we transact business, enact their own data security regulations and privacy laws.
There is a strong possibility that other states, including states in which we transact business, will enact their own data security regulations and privacy laws.
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.
Miller II, age 47, 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.
Our facilities and operations could also be subject to regulations related to climate change and climate change (or events caused by climate change) may also have an impact on the Company’s operations. However, these impacts are uncertain, and the Company cannot predict with certainty the nature and scope of those impacts.
Our facilities and operations could also be subject to regulations related to climate change, and climate change (or events caused by climate change) may also have an impact on the Company’s operations. However, these impacts are uncertain, and the Company cannot predict with confidence the nature and scope of those impacts.
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.
Whitmire, age 60, 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.
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.
Reyneke, age 69, 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 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).
Badgley, age 73, 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).
Madonia, 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.
Madonia, age 77, 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.
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.
For example, the California Air Resources Board’s (“CARB”) Advanced Clean Trucks regulation, which was also 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.
Miller and Miller II, there are no family relationships among the executive officers, directors, or nominees for director, nor are there any arrangements or understandings between any of the executive officers and any other persons pursuant to which they were selected as executive officers.
Miller and Miller II, there are no family relationships among the executive officers, directors, or nominees for director, nor are there any arrangements or understandings between any of the executive officers and any other persons pursuant to which they were selected as executive officers. 11 Table of Contents PART I ITEM 1.
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.
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. 13 Table of Contents PART I ITEM 1A. RISK FACTORS
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.
BUSINESS Information with respect to our executive officers as of February 27, 2026, is as follows: WILLIAM G. MILLER Chairman of the Board of Directors Mr. Miller, age 79, has served as Chairman of the Board of Directors since April 1994. Mr.
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.
ITEM 1. BUSINESS 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.
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 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.
All officers serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal. William G. Miller, II is the son of William G. Miller. Other than Messrs.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by our shareholders. All officers serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal. William G. Miller II is the son of William G. Miller.
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.
In addition, laws and regulations intended to achieve the goal of reducing engine emissions associated with the operation of commercial vehicles were being phased in prior to June 2025.
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.
Prior to 1998, Mr. Reyneke also served in various management positions for SE Technologies, Wheels of Africa, and Toyota South Africa. VINCE TIANO Vice President and Chief Revenue Officer Mr. Tiano, age 61, has served as our Vice President and Chief Revenue Officer since January 2021. From May 1997 to December 2020, 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, 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.
BUSINESS Compliance with these regulations negatively impacted customer demand during 2024 and through the third quarter of 2025 and is expected to continue to negatively impact customer demand in this market, which has had a material adverse effect on our results of operations, financial condition, and cash flows.
This technology, particularly the L-arms, is still used in a majority of commercial wreckers today. Our patents on the L-arms have expired, but we hold a number of utility and design patents for our products. We have also obtained the rights to use and develop certain technologies owned or patented by others.
This technology continues to be significant because it allows the damage-free towing of aerodynamic vehicles made of lighter weight materials. This technology, particularly the L-arms, is still used in a majority of commercial wreckers today. Our patents on the L-arms have expired, but we hold a number of utility and design patents for our products.
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.
Madonia served in various legal and management positions for United States Steel Corporation, Neptune International Corporation, Wheelabrator-Frye, Inc., and The Signal Companies, Inc. 12 | FY 2025 FORM 10-K Table of Contents PART I ITEM 1. BUSINESS JOSIAS W. REYNEKE Vice President and Chief Information Officer Mr.
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.
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. Most notably, the Advanced Clean Trucks regulation requires a preemption waiver from the Environmental Protection Agency (the “EPA”).
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.
We routinely assess all our facilities to closely monitor adherence to established security and safety standards. 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.
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.
Relatedly, 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.
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.
Tiano served as Vice President of Sales for Miller Industries Towing Equipment, Inc.
Management believes that continued compliance with various government regulations will not materially affect our operations. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by our shareholders.
Management believes that continued compliance with various government regulations will not materially affect our operations. Anti - Corruption and Anti - Bribery Laws We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K.
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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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We have also obtained the rights to use and develop certain technologies owned or patented by others.
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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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In addition to the government regulations discussed below, we are also subject to laws and regulations relating to, among other things, labor and employment practices, health and safety, customs and trade regulation, competition and taxation. It is our policy and practice to comply with all government regulations applicable to our business.
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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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In April of 2023, the EPA granted this waiver for the Advanced Clean Trucks regulation. However, in May 2024, the EPA announced that it was repealing its prior findings that greenhouse gas emissions endanger public human health and that vehicle emissions contribute to that endangerment (the “Endangerment Finding”).
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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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In addition, Congress passed several Congressional Review Act resolutions revoking EPA preemption waivers, including for the Advanced Clean Trucks regulation, which were signed into law on June 12, 2025. These waivers were the basis of CARB’s ability to enact its own engine emissions regulations.
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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.
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The EPA’s repeal of the Endangerment Finding and Congress’ rescission of CARB’s federal preemption waivers are subject to multiple legal challenges, and it is unclear when such challenges will be resolved. Additionally, the Advanced Clean Fleets regulation also requires an EPA waiver.
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RISK FACTORS In addition to information discussed elsewhere in this Form 10-K, you should carefully consider the following risk factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which could materially affect our business, liquidity, financial condition, and/or results of operations in future periods.
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In January 2025, CARB withdrew its request for a waiver with respect to the Advanced Clean Fleets regulation. ​ ​ 10 | FY 2025 FORM 10-K ​ ​ Table of Contents PART I ITEM 1.
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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.
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However, with the EPA and Congress either revoking, or being unwilling to grant, necessary federal preemption waivers under these and other CARB regulations and states pushing to limit their impact, we believe the effects of these regulations could lessen in 2026.
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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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If CARB were to ultimately prevail in its legal challenges against Congress’ recission of the EPA’s federal preemption waivers, it would likely require the adoption of new laws and regulations by CARB and the other participating states, and we cannot predict at this time whether any such new laws and regulations would have an adverse impact on our business.
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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.
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Bribery Act, and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage, and laws that prohibit commercial bribery.
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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.
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From July 1987 through April 1994, Mr. Madonia served as Vice President, General Counsel and Secretary of Flow Measurement. Prior to 1987, Mr.
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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.
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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.
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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, 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.
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Our third-party suppliers’ ability to supply us with component parts and chassis is limited by their available capacity to manufacture the component parts and chassis we require, and to secure adequate freight capacity to deliver them to our facilities.
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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.
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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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These supply chain difficulties have had, and are anticipated to continue to have, a material adverse impact on our profitability and results of operations.
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Delays in deliveries of our finished products due to delays of purchased component parts and chassis used in our products could also adversely affect future demand for our products if our customers reduce their purchase levels with us and/or seek alternative solutions to meet their demand.
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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.
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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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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.
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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.
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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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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.
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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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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.
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It is possible that sustained price increases, surcharges or price inflation (or inflation pressure generally), in turn, may lead to declines in volume, and while we seek to project tradeoffs between price increases, surcharges and inflation, on the one hand, and volume, on the other, there can be no assurance that our projections will prove to be accurate.

2 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+81 added4 removed61 unchanged
Biggest changeOur 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.
Biggest changeThese 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 employee error and/or malfeasance; compromised or irretrievable backups; wire fraud; or security breaches caused by, among other things, individual and group criminal hacking, computer viruses or malicious codes, malware, ransomware, unauthorized access attempts, denial of service attacks, social engineering schemes, credential theft, phishing scams, exploitation of vulnerabilities in third-party software and systems, or other cyberattacks.
Historically, the overall demand for our products and our resulting revenues have at times been negatively affected by wavering levels of consumer confidence, volatility and disruption in domestic and international capital and credit markets and the resulting decrease in the availability of financing for our customers and towing operators and the overall effects of global economic conditions.
Historically, the overall demand for our products and our resulting revenues have at times been negatively affected by wavering levels of consumer confidence, volatility and disruption in domestic and international capital and credit markets, the resulting decrease in the availability of financing for our customers and towing operators, and the overall effects of global economic conditions.
If a competitor were to challenge our patents or assert that our products or processes infringe its patent or other intellectual property rights, we could incur substantial litigation costs, be forced to design around their patents, pay substantial damages or even be forced to cease our operations, any of which could be expensive and/or have an adverse effect on our operating results.
If a competitor were to challenge our patents or assert that our products or processes infringe their patent or other intellectual property rights, we could incur substantial litigation costs, be forced to design around their patents, pay substantial damages or even be forced to cease our operations, any of which could be expensive and/or have an adverse effect on our operating results.
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.
RISK FACTORS In addition, the provisions of the Inflation Reduction Act (“IRA”), 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.
And publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, increased borrowings, special dividends, stock repurchases or even sales of assets or entire companies to third parties or to the activists themselves.
Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, increased borrowings, special dividends, stock repurchases or even sales of assets or entire companies to third parties or to the activists themselves.
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.
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 in our supply chain.
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.
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.
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.
We also have manufacturing operations in Norfolk, England, Cuneo, Italy, 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.
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.
We have been in compliance with these covenants throughout 2025 and anticipate that we will continue to be in compliance during 2026. If we fail to comply with the requirements of our current credit facility, such non-compliance would result in an event of default.
Competition for sales also comes from the market for used towing and recovery equipment. Certain of our competitors may have substantially greater financial and other resources and may provide more attractive dealer and retail customer financing alternatives than us.
Competition for sales also comes from the market for used towing and recovery equipment. Some of our competitors may have substantially greater financial and other resources and may provide more attractive dealer and retail customer financing alternatives than us.
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.
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. 19 Table of Contents PART I ITEM 1A.
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.
Relatedly, 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.
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.
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, 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.
In addition, actions of these shareholders may cause periods of fluctuation in our 20 | FY 2025 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.
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.
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. In recent years 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.
The Company is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other customer, vendor or employee data.
We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other customer, vendor, or employee data.
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 IT systems that we use 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.
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.
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.
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.
In addition, political and civil unrest, terrorist acts, military conflicts, including the ongoing military conflicts in Ukraine and the Middle East, and public health crises 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.
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.
These additional tariffs have introduced, and a government’s future adoption of “buy national” policies or retaliation by another government against such tariffs or policies may continue to introduce, significant uncertainty into the market and may affect the prices and supply of component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products.
Our inability to address any of the foregoing concerns could seriously harm our business, financial condition and results of operations. Overall demand from our customers may be affected by increases in their fuel and insurance costs and changes in weather conditions.
Our inability to address any of the foregoing concerns could seriously harm our business, financial condition and results of operations. Overall demand from our customers may be affected by increases in their fuel costs and changes in weather conditions. In the past, our customers have experienced substantial increases in fuel and other transportation costs.
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.
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.
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.
The loss of services of one or more key members of our senior management team could have a material adverse effect on us . 23 Table of Contents PART I OTHER KEY INFORMATION ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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.
While we manufacture our products in manufacturing facilities located in the United States, France, Italy, and the United Kingdom and we maintain insurance covering our manufacturing 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 or events, natural disaster, fire, civil or political unrest, terrorist acts, military conflict, disease outbreaks or other public health crises, or otherwise, whether short- or long-term, could materially harm our business, financial condition, and results of operations.
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.
Moreover, the adverse publicity that may result from a product liability claim, perceived or actual defect with our products or a product recall could have a material adverse effect on our ability to market our products successfully.
Moreover, the adverse publicity that may result from a product liability claim, perceived or actual defect with our products or a product recall could have a material adverse effect on our ability to market our products successfully. The effects of regulations relating to conflict minerals may adversely affect our business.
The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information, could increase our cost of providing our products and services. Any loss of the services of our key executives could have a material adverse impact on our operations.
The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information, could increase our cost of providing our products and services.
However, these impacts are currently uncertain, and the Company cannot presently predict the nature and scope of those impacts. Failure to comply with domestic and foreign anti-corruption laws could have an adverse effect on our business.
Any impacts from new laws and regulations that may be adopted in the future are currently uncertain, and the Company cannot presently predict the nature and scope of those impacts. Failure to comply with domestic and foreign anti-corruption laws could have an adverse effect on our business.
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.
Such a breach could result in theft of our intellectual property or trade secrets and/or unauthorized access to controlled data and personal information, including current and former employee personal information stored in connection with our human resources function.
Environmental and health-related requirements are complex, subject to change and have tended to become more and more stringent.
Environmental and health-related requirements are complex, subject to change, and have tended to become more stringent at the state level in recent years.
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.
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 reducing engine emissions associated with the operation of commercial vehicles were being phased in prior to June 2025.
We use our IT systems to collect and store confidential and sensitive data, including information about our business, our customers, our suppliers and our employees. We rely on IT systems to protect this information and to keep financial records, process orders, manage inventory, coordinate shipments to customers, and operate other critical functions.
We rely on these IT systems to protect this information and to keep financial records, process orders, manage inventory, coordinate shipments to customers, and operate other critical functions.
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.
For example, the California Air Resources Board’s (“CARB”) Advanced Clean Trucks regulation, which was also 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.
GENERAL RISK FACTORS A disruption in, or breach in security of, our information technology (“IT”) systems or any violation of data protection laws could adversely impact our business and operations. We rely on the accuracy, capacity and security of our IT systems and our ability to update these systems in response to the changing needs of our business.
GENERAL RISK FACTORS A disruption in, or breach in security of, information technology (“IT”) systems that we use, or any violation of data protection laws, could adversely impact our business and operations.
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.
A prolonged conflict with Iran could push fuel prices even higher. Our customers also have, from time to time, been subject to unpredictable and varying weather conditions and severe weather events, such as hurricanes, which could, among other things, impact the cost and availability of fuel and other materials.
If these competitors are able to make it more difficult for us to attract or retain customers, it could have a negative impact on our sales, revenue and financial performance. The catastrophic loss of one of our manufacturing facilities could harm our business, financial condition and results of operations.
If these competitors are able to make it more difficult for us to attract or retain customers, it could have a negative impact on our sales, revenue and financial performance. Our brands and reputation are dependent on the continued participation and level of service of our numerous independent distributors.
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.
RISK FACTORS Compliance with these regulations negatively impacted customer demand during 2024 and through the third quarter of 2025 and were expected to continue to negatively impact customer demand, which has had a material adverse effect on our results of operations, financial condition, and cash flows.
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.
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. Most notably, the Advanced Clean Trucks regulation requires a preemption waiver from the Environmental Protection Agency (the “EPA”).
There can be no assurance that we will be able to maintain an adequate skilled labor force necessary to efficiently operate our facilities. In addition, while our employees are not currently members of a union, there can be no assurance that the employees at any of our facilities will not choose to become unionized in the future.
In addition, while our employees are not currently members of a union, there can be no assurance that the employees at any of our facilities will not choose to become unionized in the future. 16 | FY 2025 FORM 10-K Table of Contents PART I ITEM 1A.
We have incurred costs and expect to incur significant additional costs in order to implement security measures that we feel are appropriate to protect our IT systems. Despite these efforts, future attacks could result in our systems or data being breached and/or damaged by computer viruses or unauthorized physical or electronic access.
We have incurred costs and expect to incur significant additional costs in order to implement security measures that we feel are appropriate to protect our IT systems.
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.
As of December 31, 2025, we had $30.0 million in outstanding borrowings under our credit facility. Since December 2025, we made additional payments of $10.0 million on our credit facility for a balance of $20.0 million as of February 27, 2026.
Any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations. Risks Related to Legal, Regulatory and Compliance Matters Environmental and health and safety liabilities and requirements could require us to incur material costs.
Any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations. We have made acquisitions in the past, and we remain open to opportunities to make acquisitions in the future, which could involve certain risks and uncertainties .
RISK 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.
A prolonged economic downturn, including as a result of civil or political unrest, terrorist acts, military conflicts, weather events, natural disasters, outbreaks of disease, or other public health crises, 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.
Removed
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.
Added
ITEM 1A. RISK FACTORS In addition to the information discussed elsewhere in this Form 10-K, you should carefully consider the following risk factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which could materially affect our business, liquidity, financial condition, and/or results of operations in future periods.
Removed
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.
Added
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 (including as a result of tariffs), the cadence and quantity of deliveries from our suppliers, and delays in receiving supplies of such materials, component parts or chassis.
Removed
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.
Added
We are dependent upon outside suppliers for our raw material needs, other purchased component parts, and chassis.
Removed
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.
Added
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. imposes on imported steel, aluminum, and other commodities or component parts, any retaliatory actions taken by foreign governments and any resulting trade wars, inflation, governmental regulations (including CARB’s Advanced Clean Trucks regulation), currency and commodity price fluctuations, resource availability, transportation costs, weather conditions or events and natural disasters, civil and political unrest and instability, acts of terrorism, war (such as the ongoing military conflicts in the Middle East and Ukraine) and other factors impacting supply and demand pressures.
Added
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.
Added
As a result of our supply chain challenges in recent years, 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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Our third-party suppliers’ ability to supply us with component parts and chassis is limited by their available capacity to manufacture the component parts and chassis we require, and to secure adequate freight capacity to deliver them to our facilities.
Added
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, resulting in substantial price increases through the third quarter of 2025.
Added
Additionally, 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.
Added
While we slowed chassis deliveries in the second half of 2024 and throughout 2025 to allow our distributor network to work through the inventory already in the distribution channel, we could continue to experience such difficulties in 2026.
Added
These supply chain difficulties have had, and are anticipated to continue to have, a material adverse impact on our profitability and results of operations.
Added
Delays in deliveries of our finished products due to delays of purchased component parts and chassis used in our products could also adversely affect future demand for our products if our customers reduce their purchase levels with us and/or seek alternative solutions to meet their demand.
Added
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.
Added
In fiscal 2025, the U.S. government imposed additional tariffs on a significant number of countries and threatened to further increase the scope and amount of tariffs in the event of retaliatory countermeasures. These new tariffs have had, and may continue to have, an impact on our supply chain, customer demand, and our financial condition and results of operations.
Added
In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act were invalid, but the decision did not affect existing Section 232 tariffs on steel and aluminum.
Added
As a result, there may be increased reliance on, expansion of, or changes to Section 232 tariffs or other trade measures, which could increase our tariff exposure and adversely affect our supply chain, profitability, and results of operations. Accordingly, the future of existing tariffs, and the possibility of new tariffs, remains uncertain.
Added
Additionally, further changes in U.S. and foreign government trade policies, future modifications to existing trade agreements, and further restrictions on free trade, could introduce additional uncertainty.
Added
Any continued escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments, or shifts in U.S. or international trade policies could again adversely impact our supply chain and increase costs of component parts, chassis and raw ​ ​ 14 | FY 2025 FORM 10-K ​ ​ Table of Contents PART I ITEM 1A.
Added
RISK FACTORS ​ materials, such as steel, aluminum, and petroleum-related products. A trade war or other further significant changes in trade regulations could have an adverse effect on our business and results of operations.
Added
We also continue to monitor the impact of the conflicts in the Middle East and Ukraine on our fuel costs and supply chain for materials and component parts, particularly with respect to steel and items with substantial steel content.
Added
Most recently, the price of fuel surged in March 2026, after U.S. and Israeli strikes on Iran, and retaliatory strikes by Iran on, among others, Israel, Saudi Arabia, the United Arab Emirates, and international shipping vessels in the Strait of Hormuz, through which approximately 20% of the world’s oil and gas is transported.
Added
A prolonged conflict with Iran could drive fuel prices even higher. 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 could continue to have, a material adverse effect on our profitability, financial performance, competitive position and reputation.
Added
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 (including as a result of rising insurance costs). The ability of our customers and towing operators to purchase our products is affected by the availability of capital and credit to them.
Added
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
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
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 on acceptable terms. Volatility in the capital markets and changing interest rates have increased the cost of borrowing for our customers and towing operators.
Added
In the past, such volatility and disruptions to the capital and credit markets, principally in the U.S. and Europe, have decreased the availability of capital to, and credit capacity of, our customers and towing operators.
Added
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 towing operators to purchase towing and related equipment.
Added
This, in turn, has negatively impacted sales of our products. If interest rates 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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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

0 edited+3 added0 removed13 unchanged
Added
As part of these quarterly presentations to the Board, management provides applicable dashboards and key performance indicator (“KPI”) statistics to demonstrate the effectiveness of current cybersecurity measures in place. Our Board of Directors also receives periodic reports on the Company’s cybersecurity measures and controls around cybersecurity and risk assessment procedures.
Added
In addition, Peter Jackson, one of our non-employee directors and a member of the Audit Committee, brings to the Board over 28 years of experience spanning manufacturing, enterprise software implementation, system solutions development, cybersecurity, and business suitability solutions. Mr.
Added
Jackson’s skillset encompasses enterprise resource planning systems, supply chain optimization, artificial intelligence strategies, organizational change management, and cybersecurity risk mitigation. ​ ​ ​ 24 | FY 2025 FORM 10-K ​ ​ Table of Contents PART I OTHER KEY INFORMATION ​

Item 2. Properties

Properties — owned and leased real estate

4 edited+2 added0 removed0 unchanged
Biggest changeThe 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.
Biggest changeOur 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 and transport trailers; our United Kingdom and European facilities manufacture light- and heavy-duty wreckers and car carriers.
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.
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, three in the Lorraine region of France, and one in Cuneo, Italy.
We believe that our existing facilities are suitable and adequate for our present purposes. However, we regularly evaluate our properties and may make further additions and improvements or consolidate locations as we seek opportunities to expand or enhance the efficiency of our operations.
We believe that our existing facilities and future expansion projects are suitable and adequate for our present purposes. However, we regularly evaluate our properties and may make further additions and improvements or consolidate locations as we seek opportunities to expand or enhance the efficiency of our operations.
We also operate a research and development facility in the United States and have a storage facility located in France.
We also operate a research and development facility in the United States and have a storage facility located in France. The aggregate square footage of our operating facilities is approximately 1.2 million square feet, of which 91% is devoted to manufacturing and 9% to corporate office space.
Added
In March 2025, our Board of Directors authorized approximately $9.1 million (€8.0 million) for an expansion at one of our facilities in France. During the second half of 2025, work was performed to prepare the site and finalize the design. Construction for this project is expected to commence during the second quarter of 2026.
Added
In March 2026, our Board of Directors authorized a plant expansion at our Ooltewah, TN facility, which we expect will improve our flexibility and enhance production capacity. We anticipate the cost of this project to be approximately $100.0 million and for the building project to commence in late 2026.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

23 edited+28 added8 removed14 unchanged
Biggest changePurchases 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”).
Biggest changeIssuer Purchases of Equity Securities Total number of shares purchased Average price paid per share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2) October 1, 2025 - October 31, 2025 $ $ 18,340 November 1, 2025 - November 30, 2025 48,208 $ 37.01 48,208 $ 16,556 December 1, 2025 - December 31, 2025 11,478 $ 38.26 11,478 $ 16,116 TOTAL 59,686 59,686 (1) 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”).
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 ).
Fiscal 2024 items and discussions of year-over-year comparisons between fiscal 2024 and fiscal 2023 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, 2024 (the 2024 Form 10-K ).
Covenants under our current credit facility restrict the payment of cash dividends if the Company would be in violation of the minimum tangible net worth test or the leverage ratio test in the current loan agreement as a result of the dividend, among various other restrictions.
Covenants under our current credit facility restrict the payment of cash dividends if the Company would be in violation of the minimum tangible net worth test, the leverage ratio test, or the asset coverage test in the current loan agreement as a result of the dividend, among various other restrictions.
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.
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. 29 Table of Contents PART II ITEM 7.
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.
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 into fiscal 2026.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Our MD&A within this Form 10-K generally discusses fiscal 2025 and fiscal 2024 items and year-over-year comparisons between fiscal 2025 and fiscal 2024.
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.
Equity Compensation Plan Information The information required by this item is incorporated by reference from the information to be included in 2026 Proxy Statement under the section entitled “Equity Compensation Plan Information”, which will be filed with the SEC within 120 days after December 31, 2025.
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.
References to fiscal 2025, 2024, and 2023, are to the fiscal years ended December 31, 2025, 2024, and 2023, respectively. Except as otherwise specified, information in this report is provided as of December 31, 2025.
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.
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 27, 2026, there were approximately 358 registered holders of record of our common stock.
MD&A ABOUT MILLER INDUSTRIES Miller Industries, headquartered in Ooltewah, Tennessee, was formed in 1990 and has become The World’s Largest Manufacturer of Towing and Recovery Equipment ® , with domestic manufacturing operations in Tennessee and Pennsylvania, and foreign manufacturing operations in France and the United Kingdom. The Company develops innovative high-quality towing and recovery equipment worldwide.
MD&A ABOUT MILLER INDUSTRIES Miller Industries, headquartered in Ooltewah, Tennessee, was formed in 1990 and has become The World’s Largest Manufacturer of Towing and Recovery Equipment ® , with domestic manufacturing operations in Tennessee and Pennsylvania, and foreign manufacturing operations in France, Italy, and the United Kingdom.
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
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. 31 Table of Contents PART II
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. 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.
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. The performance graph above assumes $100 was invested on December 31, 2020 in common stock of Miller Industries.
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.
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™, Omars™, Titan®, and Eagle® brand names.
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.
In addition, these 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, at times, had a direct impact on our production capabilities. Despite these challenges, we maintain focus on meeting the needs of our customers.
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.
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 new and ongoing military conflicts in the Middle East and Ukraine or other geopolitical events and developments, and the threat of recession and general economic conditions.
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.
Ongoing communication and prioritization continue with our suppliers in an effort to identify and mitigate any future and continuing risks, and to proactively manage inventory levels of materials and component parts to align with anticipated demand for our products. Despite the supply chain challenges we faced in 2025, we believe we are well-positioned to continue enhancing our operating results.
Inflation Impacts of current global supply chain disruptions, inflationary environment, geopolitical tensions, and other macroeconomic factors can lead to foreign currency fluctuations.
Inflation Impacts of inflation, global supply chain disruptions, geopolitical tensions, including new and ongoing military conflicts in the Middle East and Ukraine, and any resulting rise in fuel costs, and other macroeconomic factors can lead to foreign currency fluctuations.
(SHYF). ITEM 6 . [ RESERVED] Reserved. 24 | FY 2024 FORM 10-K Table of Contents PART II ITEM 7. MD&A ITEM 7.
(SMP), ), and Wabash National Corporation (WNC). 27 Table of Contents PART II OTHER KEY INFORMATION ITEM 6 . [ RESERVED] Reserved. 28 | FY 2025 FORM 10-K Table of Contents PART II ITEM 7. MD&A ITEM 7.
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.
The performance was plotted using the following data: 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Miller Industries, Inc. $ 100 $ 88 $ 70 $ 111 $ 172 $ 98 NYSE Composite Index $ 100 $ 118 $ 105 $ 116 $ 131 $ 151 Peer Group 1 $ 100 $ 126 $ 100 $ 130 $ 139 $ 150 Peer Group 2 $ 100 $ 108 $ 87 $ 112 $ 103 $ 102 Peer Group 1 index consists of Astec Industries, Inc.
(SHYF), and Standex International Corp (SXI). Peer Group 2 index consists of Astec Industries, Inc. (ASTE), Blue Bird Corp. (BLBD), Commercial Vehicle Group, Inc. (CVGI), Enerpac Tool Group Corp. (EPAC), L.B. Foster Co. (FSTR), Motorcar Parts of America, Inc. (MPAA), NN, Inc. (NNBR), Park-Ohio Holdings Corp (PKOH), Stoneridge, Inc. (SRI), Douglas Dynamics Inc. (PLOW), and Shyft Group Inc.
(SMP), Stoneridge, Inc. (SRI), Standex International Corp (SXI), Gentherm Incorporated (THRM), Tennant Company (TNC), Trinity Industries, Inc. (TRN), and Wabash National Corporation (WNC). Peer Group 2 index consists of Astec Industries, Inc. (ASTE), Alamo Group Inc. (ALG), Blue Bird Corp. (BLBD), Commercial Vehicle Group, Inc. (CVGI), Columbus McKinnon Corporation (CMCO), FreightCar America, Inc. (RAIL), L.B. Foster Co.
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.
TRENDS AND OTHER FACTORS AFFECTING OUR BUSINESS In 2025, we were presented with several ongoing challenges, such as the continued effect of recent years’ supply chain disruptions, inflationary pressures, and uncertainty around tariffs, all of which have impacted our profitability.
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.
(2) During the three months ended December 31, 2025, the Company repurchased 59,686 shares of common stock pursuant to the Repurchase Program. The total cost of the shares repurchased during the three months ended December 31, 2025 was $2.2 million with an average share price of $37.25. All repurchased shares constitute authorized but unissued shares.
These indicators include measurements of revenue, income from operations, gross margin, net income, earnings per share, capital expenditures, and cash flow.
Management believes the strength of our distribution network and the breadth and quality of our product offerings are two key advantages over our competitors. We focus on a variety of key indicators to monitor our overall operating and financial performance. These indicators include measurements of revenue, operating income, gross margin, net income, earnings per share, capital expenditures, and cash flow.
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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.
Added
Sales of Unregistered Securities None. ​ ​ 26 | FY 2025 FORM 10-K ​ ​ Table of Contents PART II OTHER KEY INFORMATION ​ Stock Performance Graph The following graph compares the performance of our common stock to the NYSE Composite index and two peer groups of issuers.
Removed
(AIN), Blue Bird Corp. (BLBD), Columbus McKinnon Corp. (CMCO), Commercial Vehicle Group, Inc. (CVGI), Enerpac Tool Group Corp. (EPAC), ESCO Technologies Inc. (ESE), L.B. Foster Co. (FSTR), Gorman-Rupp Co. (GRC), Helios Technologies Inc. (HLIO), Kadant Inc. (KAI), Lindsay Corp. (LNN), Luxfer Holdings PLC (LXFR), NN, Inc. (NNBR), Douglas Dynamics Inc. (PLOW), Proto Labs Inc. (PRLB), Shyft Group Inc.
Added
(ASTE), Blue Bird Corp. (BLBD), Columbus McKinnon Corp. (CMCO), Commercial Vehicle Group, Inc. (CVGI), ESCO Technologies Inc. (ESE), Helios Technologies Inc. (HLIO), Kadant Inc. (KAI), Motorcar Parts of America, Inc. (MPAA), The Manitowoc Company, Inc. (MTW), Mueller Water Products, Inc. (MWA), Enpro Inc. (NPO), Park-Ohio Holdings Group (PKOH), Douglas Dynamics Inc. (PLOW), REV Group, Inc. (REVG), Standard Motor Products, Inc.
Removed
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.
Added
(FSTR), Mayville Engineering Company, Inc. (MEC), Motorcar Parts of America, Inc. (MPAA), NN, Inc. (NNBR), Douglas Dynamics Inc. (PLOW), Standard Motor Products, Inc.
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The global supply chain issues have also had a direct impact on our production capabilities including production delays and cost pressures. Production delays have affected product availability and delivery timelines, and increased logistics costs have led to higher operating cost which resulted in price adjustments for our products.
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Miller Industries operates as a single reportable segment and management evaluates performance on a consolidated basis. For more information, see Note 1 – “Organization and Summary of Significant Accounting Policies”. We develop innovative high-quality towing and recovery equipment worldwide.
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In 2022, we implemented several price increases and surcharges and announced an eight-percent price increase effective in the first quarter of 2023. We have also developed alternatives to some of the components used in our production process that incorporate raw materials, and our suppliers have implemented these alternatives in the production of our component parts.
Added
Our products are marketed and sold primarily through a network of distributors that serve all 50 states, Canada, Mexico, and other foreign markets, and through prime contractors to governmental entities. Further, we have substantial distribution capabilities in Europe as a result of our ownership of Jige International S.A., Boniface Engineering, Ltd, and Omars.
Removed
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.
Added
While most of our distributor agreements do not generally contain exclusivity provisions, management believes that more than 90 percent of our independent distributors do not offer products of any other towing and recovery equipment manufacturer, which we believe is a testament of their loyalty to our brands.
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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.
Added
In addition to selling our products, our independent distributors provide end-users with parts and service. We also utilize sales representatives to inform prospective end-users about our current product lines in an effort to drive sales to independent distributors.
Removed
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.
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We opened a free-standing research and development facility in Chattanooga, Tennessee in 2019, where we pursue various innovations in our products and manufacturing processes, some of which are intended to enhance the safety of our employees and reduce our environmental impact.
Added
Our investments in strategic and planned projects have contributed to our increased production capacity and optimized our manufacturing processes, including investing in component re-design capabilities that allow for more flexibility in our manufacturing and sourcing.
Added
In addition, our strategic investment in Southern Hydraulic Cylinder, Inc. in May 2023, allowed us to strengthen our efforts to enhance the stability of our supply chain. Our domestic plant expansion and modernization projects have installed sophisticated robotics systems and other advanced technologies to complement our talented workforce.
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As we continue to focus on modernization and operational excellence, we expect to continue to invest in robotics and automated material handling equipment across all our domestic and foreign manufacturing facilities. In March 2025, our Board of Directors authorized approximately $9.1 million (€8.0 million) for an expansion at one of our facilities in France.
Added
During the second half of 2025, work was performed to prepare the site and finalize the design. Construction for this project is expected to commence during the second quarter of 2026. In March 2026, our Board of Directors authorized a plant expansion at our Ooltewah, TN facility, which we expect will improve our flexibility and enhance production capacity.
Added
We anticipate the cost of this project to be approximately $100.0 million and for the building project to commence in late 2026.
Added
In addition, during the second half of 2025, we also experienced demand headwinds, including reduced retail sales and lower order intake, which we believe are attributable to the continued high cost of equipment ownership in the elevated interest rate environment, escalating insurance costs for our customers, and the imposition of and ongoing uncertainty involving tariffs.
Added
As a result of these challenges, during 2025, we strategically decreased production to reduce field inventory in our distribution channel, we implemented certain cost savings initiatives, and continued to secure our supply chain to mitigate the long-term impacts of current and potential future tariffs.
Added
These actions during 2025 included the reduction in workforce, which we announced in August 2025, as part of our comprehensive cost reduction plan. Under this plan, we reduced our headcount by approximately 150 positions across three of our U.S. manufacturing facilities during the third quarter of 2025.
Added
As we start 2026, we are continuing to see significant pressure on global supply chains due to economic uncertainty and geopolitical tensions, including military conflicts that have recently erupted or are ongoing in the Middle East and Ukraine.
Added
We continue to assess current and ongoing macroeconomic trends and closely monitor our production schedules and cost structure. ​ ​ 30 | FY 2025 FORM 10-K ​ ​ Table of Contents ​ ​ PART II ITEM 7. MD&A ​ In recent years, logistic disruptions and supplier shortages have caused delays in shipping and freight cost increases.
Added
We are actively monitoring the impact the military conflict in the Middle East may have on our fuel costs and petroleum-related products. Most recently, the price of fuel surged in March 2026, after U.S. and Israeli strikes on Iran, and retaliatory strikes by Iran on, among others, Israel, Saudi Arabia, and the United Arab Emirates.
Added
There remains global uncertainty as to the impact these military campaigns may have on oil-producing countries in the Middle East. In addition, this military conflict has, at least temporarily, disrupted oil distribution globally, as Iran has also retaliated against ships in the Strait of Hormuz, through which approximately 20% of the world’s oil and gas is transported.
Added
A prolonged conflict with Iran could drive fuel prices even higher. Additionally, our future performance will continue to be heavily influenced by, among other things, the high cost of equipment ownership, the continued uncertainty regarding tariffs, and regulations regarding emissions standards.
Added
In particular: ● The rising cost of equipment ownership has posed, and is expected to continue to pose, a significant challenge for end-market towers.
Added
Continuing increases in insurance premiums and elevated interest rates have added cost pressures to our end-users, and fluctuations in the value of used trucks have affected trade-in values and new equipment purchases. ● We continue to experience uncertainty around tariffs, including with respect to the ongoing changes in U.S. trade policies, potential modifications to existing trade agreements, further restrictions on free trade, and any potential new or further escalation of trade tensions and retaliatory measures by foreign governments.
Added
See “ Our dependence upon outside suppliers for component parts, chassis and raw materials, including aluminum, steel, and petroleum-related products, leaves us subject to changes in price and availability (including as a result of tariffs), the cadence and quantity of deliveries from our suppliers, and delays in receiving supplies of such materials, component parts or chassis ” in Part I, Item 1A – “Risk Factors” of this Annual Report for further information regarding tariffs.
Added
While we believe the diversity and strength of our supply chain leaves us well-positioned to navigate these uncertainties, the applicability and ultimate impact of these matters, costs of component parts, chassis and raw materials, and foreign currency translation, still remains unknown. ● In recent years, regulations with near zero emission standards were adopted by certain states, which limit the amount of diesel-powered commercial vehicles that can be registered and, therefore, the number of vehicles we can sell in these states.
Added
Compliance with these regulations negatively impacted customer demand during 2024 and through the third quarter of 2025 and were expected to continue to negatively impact customer demand.
Added
However, with the EPA and Congress either revoking, or being unwilling to grant, necessary federal preemption waivers with respect to the California Air Resources Board’s regulations and other similar state laws, as well as some states pushing to limit the impact of these and similar regulations, we believe the effects of these regulations could lessen in 2026.
Added
For further information regarding federal and state laws and regulations governing commercial vehicle engine emissions, including the California Air Resources Board’s regulations, see “Government Regulations and Environmental Matters” in Part I, Item 1 - “Business” and “ Environmental and health and safety liabilities and requirements could require us to incur material costs ” in Part I, Item 1A - “Risk Factors”.

Item 6. [Reserved]

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

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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
Biggest changeItem 6. [Reserved] 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8. Financial Statements and Supplementary Data 40

Item 7. Management's Discussion & Analysis

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

51 edited+11 added7 removed34 unchanged
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%.
Biggest changeSince December 2025, we have made additional payments totaling $10.0 million on our credit facility for a balance of $20.0 million as of February 27, 2026. RESULTS OF OPERATIONS The following table sets forth the components of the consolidated statements of income for the years ended: Years Ended December 31, (in thousands) 2025 2024 Change NET SALES $ 790,271 $ 1,257,500 (37.2)% COST OF OPERATIONS 669,879 1,086,695 (38.4)% GROSS PROFIT 120,392 170,805 (29.5)% OPERATING EXPENSES: Selling, general and administrative 88,983 86,322 3.1% NON-OPERATING (INCOME) EXPENSES: Interest expense, net 660 3,928 (83.2)% Other (income) expense, net (745) 425 (275.3)% Total expenses, net 88,898 90,675 (2.0)% INCOME BEFORE INCOME TAXES 31,494 80,130 (60.7)% INCOME TAX PROVISION 8,480 16,636 (49.0)% NET INCOME $ 23,014 $ 63,494 (63.8)% Comparison of the Years Ended December 31, 2025 and 2024 Net Sales Consolidated net sales in fiscal 2025 were $790.3 million compared to $1.26 billion in fiscal 2024, a decrease of 37.2%.
At this time, we are not aware of any analytical findings or customer issues that are likely to lead to a significant future increase in the allowance for credit losses as a percentage of revenue.
MD&A At this time, we are not aware of any analytical findings or customer issues that are likely to lead to a significant future increase in the allowance for credit losses as a percentage of revenue.
Goodwill Goodwill is initially recognized as a result of the excess of purchase consideration transferred over the estimated fair value of the net assets acquired in a business combination.
MD&A Goodwill Goodwill is initially recognized as a result of the excess of purchase consideration transferred over the estimated fair value of the net assets acquired in a business combination.
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.
We pay 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.
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.
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.
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.
Other Long-Term Obligations Prior to applying a discount rate to our lease liabilities, we had approximately $0.3 million in non-cancellable operating lease obligations for the year ended December 31, 2025 and approximately $0.6 million for the year ended December 31, 2024. There were no non-cancellable finance lease obligations for either year.
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.
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 cash equivalents, cash flow from operations, and availability under our credit facility as of December 31, 2025.
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.
Changes in working capital, which impact operating cash flows, 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.
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.
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 4.80% as of December 31, 2025. As of December 31, 2025, we were in compliance with all covenants under the credit facility.
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.
Allowance for Credit Losses The allowance for credit losses includes general and specific reserves. 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.
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.
Indebtedness Credit Facility In 2022, we entered into an amendment to our 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.
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.
Our ongoing operations have, to date, been funded by a combination of cash flows from operations and borrowings under our credit facility. As of December 31, 2025, the Company had $30.0 million in outstanding borrowings under the credit facility.
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.
Provision for Income Taxes The provision for income taxes for the years ended December 31, 2025 and 2024 reflects a combined federal, state, and foreign tax rate of 26.9% and 20.8%, respectively, which corresponds to a tax provision of $8.5 million in 2025 compared to $16.6 million for 2024.
At the time of sale, we recognize expense and record a warranty accrual by product line for estimated costs in connection with forecasted future warranty claims.
At the time of sale, we recognize expense and record a warranty accrual for manufactured items for estimated costs in connection with forecasted future warranty claims.
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.
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 regulatory and environmental changes.
Credit Facility As of December 31, 2024, we had $65.0 million in borrowings outstanding under our credit facility.
Credit Facility As of December 31, 2025, we had $30.0 million in outstanding borrowings under our credit facility.
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.
Cash and Cash Equivalents As of December 31, 2025 and 2024, we had consolidated cash and cash equivalents of $44.7 million and $24.3 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.
We believe that in periods of normalized supply chain, our historical capital investments in our manufacturing facilities and other capital assets will increase the production capacity and efficiencies of our operations. See “Cash Flows” “Cash Flows Provided by (Used in) Investing Activities” contained within this MD&A for additional discussion on capital expenditures.
We make ongoing capital investments in our manufacturing facilities and other capital assets to increase the production capacity and efficiencies of our operations. See “Cash Flows” “Cash Flows Provided by (Used in) Investing Activities” contained within this MD&A for additional discussion on capital expenditures.
In this section, we describe the significant policies applied in preparing our consolidated financial statements that management believes are the most dependent on estimates and assumptions. See Note 1 of the consolidated financial statements for further discussion on significant accounting policies. Allowance for Credit Losses The allowance for credit losses includes general and specific reserves.
In this section, we describe the significant policies applied in preparing our consolidated financial statements that management believes are the most dependent on estimates and assumptions. See Note 1 “Organization and Summary of Significant Accounting Policies” of the consolidated financial statements for further discussion on significant accounting policies.
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.
A hypothetical 0.1 percent increase or decrease in the reserve as a percentage of trade receivables as of December 31, 2025, would result in an increase or decrease in bad debt expense of $0.2 million. We believe the reserve maintained and expenses recorded in fiscal 2025 are appropriate. 35 Table of Contents PART II ITEM 7.
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) Financing Activities Cash used in financing activities during 2025 was $50.7 million, compared to $6.6 million used in financing activities during 2024.
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.
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.
However, our ability to satisfy our cash needs will substantially depend upon a number of factors including our future operating performance, taking into account the economic, regulatory, and other factors discussed elsewhere in this Annual Report, many of which are beyond our control.
However, our ability to satisfy our cash needs will substantially depend upon a number of factors including our future operating performance, taking into account the economic, regulatory, and other factors discussed elsewhere in this Annual Report, many of which are beyond our control. As of December 31, 2025, the Company did not have any off-balance sheet arrangements.
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.
The cash used in financing activities in 2025 resulted from repayments of $35.0 million under the Company’s primary credit facility, the payment of cash dividends of $9.2 million and stock repurchase of $6.0 million. See Note 11 “Shareholders’ Equity” for more information.
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.
Cash Flows Provided by (Used in) Investing Activities Cash used in investing activities during 2025 was $30.8 million, compared to $15.3 million used in investing activities during 2024.
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.
Dividends Our Board of Directors declared quarterly cash dividends of $0.20 per share in fiscal 2025. 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.
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.
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, respective weighted-average exchange rate during the period for revenue and expense accounts, and historical rates for equity accounts.
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.
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.
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.
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.
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.
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 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.
Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses. The Company experienced a net foreign currency exchange gain of $0.2 million for 2025 compared to a net exchange loss of $0.6 million for 2024. Other (income) expense for fiscal 2025 includes $0.5 million of other income.
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.
Since December 2025, we made additional payments totaling $10.0 million on our credit facility for a balance of $20.0 million as of February 27, 2026. 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.
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.
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. Costs of operations in fiscal 2025 were $669.9 million compared to $1.09 billion in fiscal 2024, a decrease of 38.4%.
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.
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.
When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense. Other (income) expense, net is composed primarily of these foreign currency exchange gains and losses.
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. When the related balance sheet items are remeasured in the functional currency of the Company, gains and losses are recorded through other (income) expense.
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.
MD&A Emissions Regulations and California’s Air Resources Board Further information regarding federal and state laws and regulations governing commercial vehicle engine emissions, including the California Air Resources Board’s regulations, is included under the heading “Government Regulations and Environmental Matters” in Part I, Item 1 “Business” and Environmental and health and safety liabilities and requirements could require us to incur material costs in Part I, Item 1A “Risk Factors” of this Annual Report.
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.
The following table presents information regarding our allowance for credit losses over the past three fiscal years: (in thousands, except percentages) 2025 2024 2023 Allowance for credit losses, beginning of period $ 1,850 $ 1,527 $ 1,319 Charges to costs and expenses 26 323 208 Reduction to allowance for customer write-offs Allowance for credit losses, end of period $ 1,876 $ 1,850 $ 1,527 Allowance as a percentage of customer receivables 0.9% 0.6% 0.5% Allowance as percentage of revenue 0.2% 0.1% 0.1% Inventory Inventories are valued at the lower of cost or net realizable value determined primarily on a moving average unit cost basis.
Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. While the ultimate responsibility for determining estimated fair values of the acquired net assets resides with management, for material acquisitions we may retain the services of certified valuation specialists to assist with assigning estimated fair values to certain acquired assets and assumed liabilities.
While the ultimate responsibility for determining estimated fair values of the acquired net assets resides with management, for material acquisitions we may retain the services of certified valuation specialists to assist with assigning estimated fair values to certain acquired assets and assumed liabilities. 36 | FY 2025 FORM 10-K Table of Contents PART II ITEM 7.
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.
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 2025 and 2024 were $13.7 million and $15.4 million, respectively.
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.
MD&A Cash Flows Information about our cash flows, by category, is presented in our consolidated statement of cash flows and is summarized below: Years Ended December 31, (in thousands) 2025 2024 Change Operating activities $ 98,720 $ 16,870 485.2 % Investing activities (30,784) (15,269) (101.6) % Financing activities (50,749) (6,619) (666.7) % Effect of exchange rate changes on cash and cash equivalents 3,158 (554) 670.0 % Net increase (decrease) in cash and cash equivalents $ 20,345 $ (5,572) 465.1 % Cash Flows Provided by (Used in) Operating Activities Cash provided by operating activities during 2025 was $98.7 million, compared to $16.9 million of cash provided by operating activities during 2024.
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
RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 “Organization and Summary of Significant Accounting Policies” to the consolidated financial statements for a discussion of recent accounting standards and pronouncements. 38 | FY 2025 FORM 10-K Table of Contents PART II ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
Cash used in financing activities during fiscal 2024 included advances on the credit facility of $5.0 million, offset by dividend payments of $8.7 million and stock repurchase of $2.9 million.
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.
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. Management continually monitors working capital to ensure it remains at levels to support ongoing operations, meet obligations, and pursue growth opportunities.
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 cash used in investing activities for 2025 was primarily for the acquisition of Omars and purchases of property, plant, and equipment; cash used in 2024 was primarily for purchases of plant, property and equipment.
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 recognizes the expense upon an irrevocable acceptance of the offer from the employee. The net financial impact totaled $2.7 million. As a percentage of net sales, selling, general and administrative expenses increased to 11.3% in 2025 from 6.9% in 2024.
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.
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. 33 Table of Contents PART II ITEM 7. MD&A Working Capital Working capital as of December 31, 2025 and 2024 was $303.0 million and $331.9 million, respectively.
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.
The decrease in cost of operations was consistent with the decrease in sales. Gross Profit Gross profit is equal to net sales less cost of operations. Gross profit in fiscal 2025 was $120.4 million compared to $170.8 million in fiscal 2024, a decrease of 29.5%. The decrease was primarily due to a decrease in net sales.
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.
Gross profit as a percentage of sales was 15.2% for 32 | FY 2025 FORM 10-K Table of Contents PART II ITEM 7. MD&A fiscal 2025 compared to 13.6% in fiscal 2024, an increase of 12.2%.
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.
The increase was primarily due to a favorable product mix, which shifted from a higher percentage of chassis delivered throughout 2024 to a higher percentage of units throughout 2025. Selling, General and Administrative Selling, general and administrative expenses in fiscal 2025 were $89.0 million compared to $86.3 million in fiscal 2024, an increase of 3.1%.
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.
In addition, changes in existing tax laws or rates could significantly change our current estimate of our unrecognized 37 Table of Contents PART II ITEM 7. MD&A tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.
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.
Interest Expense, Net Interest expense, net in fiscal 2025 was $0.7 million compared to $3.9 million in fiscal 2024, a decrease of 83.2%. Interest expense for the year ended December 31, 2025 totaled $7.1 million and $9.8 million for the comparable period in 2024, offset by interest income of $6.4 million for fiscal 2025 and $5.9 million for fiscal 2024.
Removed
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.
Added
Acquisition of Omars During the fourth quarter of fiscal 2025, we completed the acquisition of Omars – S.p.A, a designer and manufacturer of towing and recovery vehicles. Omars, headquartered in Cuneo, Italy, has over 45 years of experience in manufacturing light-duty, medium-duty, and heavy-duty recovery vehicles and car carriers.
Removed
We make ongoing capital investments in our property, plant and equipment, and continue to increase purchases of materials, components, and chassis to ramp up production to meet demand, which has been at historic levels.
Added
With a highly complementary product portfolio, we believe this acquisition will expand Miller Industries’ footprint in the European market with an additional, well-recognized European brand. This acquisition will provide Miller Industries with additional capacity which we expect will improve our manufacturing flexibility and our ability to meet growing customer demands.
Removed
See Note 11 – “Shareholders’ Equity”, for additional discussion on dividends. ​ ​ 28 | FY 2024 FORM 10-K ​ ​ Table of Contents PART II ITEM 7.
Added
The decrease in net sales was primarily driven by lower production levels to mitigate inventory buildup in our distribution channel. Net foreign sales in fiscal 2025 were $148.9 million compared to $125.7 million in fiscal 2024, an increase of 18.5%.
Removed
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.
Added
The increase in selling, general and administrative expenses was primarily due to one-time costs associated with an enhanced retirement program, acquisition costs related to our acquisition of Omars in December 2025, and higher expenses related to long-term executive RSU programs, which are aligned with our commitment to retain key leadership talent and strengthen long-term shareholder value creation.
Removed
We have $0.5 million in remaining contractual payments under our agreement with the software provider, which extends through 2025.
Added
Additional increases include SG&A expenses related to Omars and continued investment in our workforce. During the third quarter of 2025, the Company offered an enhanced retirement program available to all U.S. employees aged 65 and above. The program was voluntary and the amounts calculated were based on each individual’s compensation and years of service with the Company.
Removed
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
The decrease in interest expense was primarily related to reduced floor plan costs associated with lower sales volume and decreased debt levels. The increase in interest income was due to increased interest billings on open accounts receivable balances from customers.
Removed
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.
Added
Cash and cash equivalents included $30.0 million and $18.2 million held by foreign subsidiaries based in local currency for the years ended December 31, 2025 and 2024, respectively.
Added
Leases with original contractual terms less than one year were excluded from non-cancellable lease obligations. ​ ​ 34 | FY 2025 FORM 10-K ​ ​ Table of Contents ​ ​ PART II ITEM 7.
Added
During fiscal 2025, the change in operating activities was primarily due to reduction of accounts receivable as the inventory buildup in our distribution channel decreased and flowed through to the end-customer.
Added
Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations.
Added
Foreign Currency Translations The functional currency of the Company’s foreign operations is generally the applicable local currency.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

22 edited+147 added0 removed20 unchanged
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.
Biggest changeAND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 (in thousands, except share and per share amounts) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 44,682 $ 24,337 Accounts receivable, net of allowance for credit losses of $1,876 and $1,850 as of December 31, 2025 and December 31, 2024, respectively 198,261 313,413 Inventories, net 184,231 186,169 Prepaid expenses 12,409 5,847 Total current assets 439,583 529,766 NON-CURRENT ASSETS: Property, plant and equipment, net 123,808 115,979 Right-of-use assets operating leases 276 545 Goodwill 20,073 19,998 Other assets 5,927 727 TOTAL ASSETS $ 589,667 $ 667,015 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 2,246 $ Accounts payable 78,548 145,853 Accrued liabilities 55,602 51,702 Current portion of operating lease obligation 176 318 Total current liabilities 136,572 197,873 NON-CURRENT LIABILITIES: Long-term obligations 31,055 65,000 Non-current portion of operating lease obligation 100 227 Deferred income tax liabilities 1,370 2,885 TOTAL LIABILITIES 169,097 265,985 COMMITMENTS AND CONTINGENCIES (Note 10) SHAREHOLDERS’ EQUITY: Preferred stock, $0.01 par value per share: Authorized 5,000,000 shares, Issued and outstanding none Common stock, $0.01 par value per share: Authorized 100,000,000 shares, Issued and outstanding 11,371,730 and 11,439,292 shares as of December 31, 2025 and December 31, 2024, respectively 114 114 Additional paid-in capital 153,046 153,704 Retained earnings 268,798 254,938 Accumulated other comprehensive loss (1,388) (7,726) TOTAL SHAREHOLDERS’ EQUITY 420,570 401,030 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 589,667 $ 667,015 The accompanying notes are an integral part of these consolidated statements . 44 | FY 2025 FORM 10-K Table of Contents PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MILLER INDUSTRIES, INC.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MILLER INDUSTRIES, INC.
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.
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, 2025.
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.
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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2024.
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, 2025.
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.
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, 2025, we maintained effective internal control over financial reporting.
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”).
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, 2025 and 2024, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the “financial statements”).
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.
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, 2025, which appears herein.
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.
Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025 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.
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.
For the year ended December 31, 2025, 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 2025.
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.
For the years ended December 31, 2025, 2024, and 2023 the impact of foreign currency exchange rate changes on our results of operations and cash flows was a net foreign currency exchange gain of $0.2 million, a loss of $0.6 million, and gain of $0.8 million, respectively.
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.
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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.
Those standards require that we plan and perform the audits 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. 42 | FY 2025 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.
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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 41 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.
For the years ended December 31, 2025, 2024 and 2023, we recognized a foreign currency translation gain of $6.3 million, loss of $1.8 million, and gain of $3.2 million, respectively because of the strengthening or weakening of the U.S. dollar against certain foreign currencies. 39 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 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.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management’s Report on Internal Control Over Financial Reporting 41 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 149) 42 Consolidated Balance Sheets 44 Consolidated Statements of Income 45 Consolidated Statements of Comprehensive Income 46 Consolidated Statements of Shareholders’ Equity 47 Consolidated Statements of Cash Flows 48 Notes to Consolidated Financial Statements 49 1.
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.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.
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.
We determined that there are no critical audit matters. We have served as the Company’s auditor since 2003. Chattanooga, Tennessee March 4, 2026 43 Table of Contents PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MILLER INDUSTRIES, INC.
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.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 NET SALES $ 790,271 $ 1,257,500 $ 1,153,354 COST OF OPERATIONS 669,879 1,086,695 1,001,500 GROSS PROFIT 120,392 170,805 151,854 OPERATING EXPENSES: Selling, general and administrative expenses 88,983 86,322 73,087 NON-OPERATING (INCOME) EXPENSES: Interest expense, net 660 3,928 5,974 Other (income) expense, net (745) 425 (991) Total expense, net 88,898 90,675 78,070 INCOME BEFORE INCOME TAXES 31,494 80,130 73,784 INCOME TAX PROVISION 8,480 16,636 15,493 NET INCOME $ 23,014 $ 63,494 $ 58,291 INCOME PER SHARE OF COMMON STOCK: Basic $ 2.01 $ 5.55 $ 5.10 Diluted $ 1.98 $ 5.47 $ 5.07 CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.80 $ 0.76 $ 0.72 WEIGHTED-AVERAGE SHARES OUTSTANDING: Basic 11,447 11,450 11,439 Diluted 11,615 11,602 11,507 The accompanying notes are an integral part of these consolidated statements . 45 Table of Contents PART II ITEM 8.
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 COMPREHENSIVE INCOME Years Ended December 31, (in thousands) 2025 2024 2023 NET INCOME $ 23,014 $ 63,494 $ 58,291 OTHER COMPREHENSIVE INCOME (LOSS): Foreign currency translation adjustment 6,338 (1,793) 3,240 Total other comprehensive income (loss) 6,338 (1,793) 3,240 TOTAL COMPREHENSIVE INCOME $ 29,352 $ 61,701 $ 61,531 The accompanying notes are an integral part of these consolidated statements. 46 | FY 2025 FORM 10-K Table of Contents PART II ITEM 8.
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.
Organization and Summary of Significant Accounting Policies 49 2. Business Combinations 56 3. Inventory 59 4. Property, Plant and Equipment 59 5. Goodwill 59 6. Accrued Liabilities 60 7. Long-Term Obligations 60 8. Income Taxes 61 9. Leases 64 10. Commitments and Contingencies 65 11. Shareholders’ Equity 65 12. Stock Incentive Plans 66 13. Earnings Per Share 67 14.
Employee Benefit Plans 58 15. Subsequent Events 58 35 Table of Contents PART II ITEM 8.
Employee Benefit Plans 68 15. Subsequent Events 68 40 | FY 2025 FORM 10-K Table of Contents PART II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
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AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ Additional ​ ​ ​ ​ ​ Accumulated Other ​ ​ (in thousands, except share and per share amounts) Shares ​ ​ Amount ​ ​ Paid-in Capital ​ ​ Retained Earnings ​ Comprehensive Gain (Loss) ​ Total Equity BALANCE, December 31, 2022 11,416,716 ​ $ 114 ​ $ 152,392 ​ $ 150,124 ​ $ (9,173) ​ $ 293,457 Issuance of common stock to non-employee directors 4,604 ​ ​ — ​ ​ 123 ​ ​ — ​ ​ — ​ ​ 123 Stock-based comp on nonvested RSUs — ​ ​ — ​ ​ 1,273 ​ ​ — ​ ​ — ​ ​ 1,273 Stock-based comp on vested RSUs 24,320 ​ ​ — ​ ​ (214) ​ ​ — ​ ​ — ​ ​ (214) Dividends paid ($0.72) — ​ ​ — ​ ​ — ​ ​ (8,250) ​ ​ — ​ ​ (8,250) Foreign currency translation gain (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,240 ​ ​ 3,240 Net income — ​ ​ — ​ ​ — ​ ​ 58,291 ​ ​ — ​ ​ 58,291 BALANCE, December 31, 2023 11,445,640 ​ $ 114 ​ $ 153,574 ​ $ 200,165 ​ $ (5,933) ​ $ 347,920 Issuance of common stock to non-employee directors 18,832 ​ ​ — ​ ​ 753 ​ ​ — ​ ​ — ​ ​ 753 Stock-based comp on nonvested RSUs — ​ ​ — ​ ​ 2,473 ​ ​ — ​ ​ — ​ ​ 2,473 Stock-based comp on vested RSUs 24,320 ​ ​ — ​ ​ (198) ​ ​ — ​ ​ — ​ ​ (198) Repurchases of common stock (49,500) ​ ​ — ​ ​ (2,898) ​ ​ — ​ ​ — ​ ​ (2,898) Dividends paid ($0.76) — ​ ​ — ​ ​ — ​ ​ (8,721) ​ ​ — ​ ​ (8,721) Foreign currency translation gain (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,793) ​ ​ (1,793) Net income — ​ ​ — ​ ​ — ​ ​ 63,494 ​ ​ — ​ ​ 63,494 BALANCE, December 31, 2024 11,439,292 ​ $ 114 ​ $ 153,704 ​ $ 254,938 ​ $ (7,726) ​ $ 401,030 Issuance of common stock to non-employee directors 10,003 ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 1 Stock-based comp on nonvested RSUs — ​ ​ — ​ ​ 4,526 ​ ​ — ​ ​ — ​ ​ 4,526 Stock-based comp on vested RSUs 66,803 ​ ​ — ​ ​ 801 ​ ​ — ​ ​ — ​ ​ 801 Repurchases of common stock (144,368) ​ ​ — ​ ​ (5,986) ​ ​ — ​ ​ — ​ ​ (5,986) Dividends paid ($0.80) — ​ ​ — ​ ​ — ​ ​ (9,154) ​ ​ — ​ ​ (9,154) Foreign currency translation gain (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,338 ​ ​ 6,338 Net income — ​ ​ — ​ ​ — ​ ​ 23,014 ​ ​ — ​ ​ 23,014 BALANCE, December 31, 2025 11,371,730 ​ $ 114 ​ $ 153,046 ​ $ 268,798 ​ $ (1,388) ​ $ 420,570 ​ The accompanying notes are an integral part of these consolidated statements . ​ ​ ​ ​ 47 ​ Table of Contents PART II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ MILLER INDUSTRIES, INC.
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AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, (in thousands) 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ ​ Net income $ 23,014 ​ $ 63,494 ​ $ 58,291 Adjustments to reconcile net income to net cash flows from operating activities: ​ ​ ​ ​ ​ Depreciation and amortization 14,685 ​ 14,070 ​ 13,243 (Gain) Loss on disposal of property, plant and equipment (377) ​ 128 ​ (251) Provision for credit losses (111) ​ 325 ​ 203 Issuance of common stock, net of shares withheld for employee taxes 1 ​ (198) ​ 123 Stock-based compensation ​ 5,327 ​ ​ 3,226 ​ ​ 1,059 Deferred tax provision (1,515) ​ (1,170) ​ (2,181) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable 121,719 ​ (28,149) ​ (105,599) Inventories 18,915 ​ 2,180 ​ (30,421) Prepaid expenses (6,272) ​ (1,247) ​ 50 Other assets 105 ​ 364 ​ 63 Accounts payable (73,262) ​ (45,430) ​ 64,936 Accrued liabilities (4,518) ​ 9,594 ​ 10,996 Income taxes payable 1,009 ​ (317) ​ 451 Net cash flows provided by (used in) operating activities 98,720 ​ 16,870 ​ 10,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ Purchases of property, plant and equipment (13,707) ​ (15,352) ​ (12,097) Proceeds from sale of property, plant and equipment 1,537 ​ 59 ​ 398 Acquisition of business, net of cash ​ (18,614) ​ 24 ​ (17,376) Net cash flows provided by (used in) investing activities (30,784) ​ (15,269) ​ (29,075) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ ​ Repurchase of common stock ​ (5,986) ​ (2,898) ​ — Net (payments) borrowings under credit facility ​ (35,000) ​ 5,000 ​ 15,000 Payments of cash dividends (9,154) ​ (8,721) ​ (8,249) Payments of long-term debt (609) ​ — ​ — Net cash flows provided by (used in) financing activities (50,749) ​ (6,619) ​ 6,751 ​ ​ ​ ​ ​ ​ ​ ​ ​ EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 3,158 ​ (554) ​ 1,117 NET CHANGE IN CASH AND CASH EQUIVALENTS 20,345 ​ (5,572) ​ (10,244) CASH AND CASH EQUIVALENTS, beginning of period 24,337 ​ 29,909 ​ 40,153 CASH AND CASH EQUIVALENTS, end of period $ 44,682 ​ $ 24,337 ​ $ 29,909 SUPPLEMENTAL INFORMATION: ​ ​ ​ ​ ​ Cash payments for interest $ 7,049 ​ $ 9,711 ​ $ 8,092 Cash payments for income taxes, net of refunds $ 7,499 ​ $ 23,699 ​ $ 18,053 ​ The accompanying notes are an integral part of these consolidated statements. ​ ​ ​ ​ 48 | FY 2025 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Miller Industries, Inc., and subsidiaries (the “Company”) is The World’s Largest Manufacturer of Towing and Recovery Equipment ® .
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The principal markets for the Company’s towing and recovery equipment are approximately 76 distributor locations and the users of towing and recovery equipment located primarily throughout North America, and over 30 distributors that serve other foreign markets.
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The Company’s products are marketed under the brand names of Century ® , Vulcan ® , Chevron TM , Holmes ® , Challenger ® , Champion ® , Jige TM , Boniface TM , Omars TM , Titan ® and Eagle ® .
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Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with the generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and include the accounts of the Company and its wholly-owned subsidiaries.
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In the opinion of management, the consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated.
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To facilitate timely reporting, the consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from December 31st by 31 days (or less).
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Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.
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In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.
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Fair value measurements are classified under the following fair value hierarchy: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Added
Level 2: Inputs, other than quoted market prices included in Level 1 that are observable either directly or indirectly for the asset or liability. Level 3: Unobservable inputs are used when little or no market data is available. Unobservable inputs are used if there is little or no market data for the asset or liability at the measurement date.
Added
Items Measured at Fair Value on a Recurring Basis The carrying value of cash and temporary investments, accounts receivable, accounts payable, and accrued liabilities approximate their fair value because of the short-term maturity of these instruments at December 31, 2025 and 2024.
Added
The carrying values of the indebtedness under the Company’s first amendment to the loan agreement with First Horizon Bank were not materially different than the estimated fair values because the interest rate approximated rates currently available to the Company as of December 31, 2025 and 2024.
Added
Items Measured at Fair Value on a Nonrecurring Basis The Company measures certain assets and liabilities at fair value on a non-recurring basis.
Added
As of December 31, 2025 and 2024, there were no significant assets or liabilities measured at fair value on a non-recurring basis outside of impairment assessments around Property, Plant, and Equipment, and Goodwill as described in Note 1 – “Organization and Summary of Significant Accounting Policies”, and the fair value of assets and liabilities explained in Note 2 – “Business Combinations”.
Added
Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments, and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes.
Added
Significant estimates include: allowance for expected credit losses, net realizable value of inventory, long-lived assets, valuations of the assets acquired and liabilities assumed in a business combination or asset acquisition, impairment testing to goodwill, warranty accruals, income tax accruals, and foreign currency translations. Actual results could differ materially from those estimates.
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Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current ​ ​ ​ 49 ​ Table of Contents PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ economic environment and other relevant factors, as applicable.
Added
Management adjusts such estimates and assumptions when facts and circumstances dictate. Cash and Cash Equivalents Cash consists of deposits held at financial institutions. We consider liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
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Accounts Receivable and Allowance for Credit Losses Trade receivables are presented net of an allowance for credit losses of $1.9 million and $1.8 million as of December 31, 2025 and 2024, respectively. W e regularly monitor past due accounts and establish appropriate reserves to cover potential losses.
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Since the Company’s trade receivables are largely similar, the Company evaluates its allowance for credit losses as one portfolio segment.
Added
The allowance is estimated using a combination of factors including the age of receivable balances and historical credit loss experience, supplemented by the Company’s knowledge of customer specific information, the current economic environment, customer credit ratings or bankruptcies, and reasonable and supportable forecasts to develop our allowance for credit losses.
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We write off any amounts deemed uncollectible against the established allowance for credit losses. For receivables not serviced through third-party floor plan financing arrangements, the company extends credit ranging in terms depending on product line, to customers in the normal course of business.
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For a rollforward of the allowance for credit losses, see Schedule II – “Valuation of Qualifying Accounts” contained herein. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable.
Added
Cash and cash equivalents consist primarily of cash on deposit or short-term liquid investments with original contractual maturities of three months or less. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We have not historically incurred any related losses.
Added
Our trade receivables are exposed to a concentration of credit risk with certain large customers. We perform regular credit evaluations of our customers’ financial conditions and maintain reserves for losses through the established allowance for credit losses. Historically, such losses have been within our expectations.
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As of December 31, 2025 and December 31, 2024, there was no one customer with a trade account receivable greater than 10% of the Company’s total trade receivables. Refer to the “Accounts Receivables and Allowance for Credit Losses” policy within this Note for additional information on the accounting treatment of reserves for allowance for credit losses.
Added
Inventories, Net Inventory costs associated with the manufacturing of inventories include materials, labor, and factory overhead. Inventories are valued at the lower of cost or net realizable value determined primarily on a moving average unit cost basis. Appropriate consideration is given to obsolescence, valuation, and other factors in determining net realizable value.
Added
Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with the sale of the asset. Significant variances in those estimates may require a revision to future inventory reserve estimates.
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Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation. Property, plant and equipment held for sale are recorded at the lower of cost less accumulated depreciation or fair value less any cost to sell. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation until they are removed from service.
Added
When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the consolidated balance sheets and any resulting gain or loss from disposition is recorded as other (income) expense, net in the consolidated statements of income in the period realized.
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When certain events or changes in operating conditions occur, an impairment assessment may be performed on the recoverability of the carrying amounts. We capitalize project costs relating to computer software development when the activities related to the project reach the application stage and amortize those costs to expense on a straight-line basis over five years .
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Costs that are associated with the preliminary stage activities, training, maintenance, and all other post-implementation stage activities are expensed as they are incurred. Depreciation expense for financial reporting purposes is computed using the straight-line method over the estimated useful lives of the assets.
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Buildings and improvements are depreciated over 20 to 30 years, and machinery and equipment, furniture and fixtures , and software costs are depreciated over 5 to 10 years. Expenditures for routine maintenance and repairs are charged to expense as incurred. ​ ​ 50 | FY 2025 FORM 10-K ​ ​ Table of Contents PART II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations , using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets, assumed liabilities, and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred.
Added
The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information about facts and circumstances that existed as of the acquisition date that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed.
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Net working capital adjustments related to the acquisitions are estimated as of the closing date and will be adjusted based on that estimate. Net working capital adjustments, if any, will be recorded in other assets on the consolidated balance sheet.
Added
During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill would also affect the amount of goodwill impairment taken, if applicable.
Added
If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the consolidated statements of income depending on the nature of the adjustment.
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When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition.
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Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. However, the Company reviews goodwill for impairment annually, during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist.
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In conducting our annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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If factors indicate that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative assessment, and the fair value is determined by analyzing the expected present value of future cash flows.
Added
If the carrying value of a reporting unit continues to exceed its fair value, the fair value of goodwill is calculated and an impairment loss equal to the excess is recorded. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be fully recoverable.
Added
When a determination has been made that the carrying amount of long-lived assets may not be fully recovered, the amount of impairment is measured by comparing an asset’s estimated fair value to its carrying value.
Added
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. No impairment loss was recognized for long-lived assets during the years ended December 31, 2025 and 2024, respectively.
Added
The following table summarizes long-lived assets by geographic location for the years ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands) ​ ​ ​ 2025 ​ 2024 Geographic Regions: ​ ​ ​ ​ ​ North America ​ $ 124,448 ​ $ 129,181 Foreign ​ 19,709 ​ 7,341 Total Long-Lived Assets ​ $ 144,157 ​ $ 136,522 ​ Leases Our leases are primarily for facilities and certain equipment.
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We determine if an arrangement is a lease at its inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Lease obligations represent the Company’s obligation to make lease payments arising from the lease.
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Operating lease right-of-use assets and corresponding operating lease liabilities are recognized in our consolidated balance sheets at the lease commencement date based on the present value of lease payments over the lease term. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term.
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Finance lease expense is recognized as the expense from straight-line amortization of ​ ​ ​ 51 ​ Table of Contents PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ the right-of-use asset plus the periodic interest expense from the lease obligation.
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As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable.
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We apply a practical expedient for short-term leases whereby we do not recognize a lease liability and right-of-use asset for leases with a term of less than 12 months. Short-term lease expense recognized in fiscal 2025, 2024, and 2023 was immaterial. We do not separate lease and non-lease components.
Added
Our leases have remaining lease terms and expire at various dates through 2029. Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is a significant economic incentive to exercise that option. Lease payments during renewal periods were considered in the calculation of right-of-use assets and lease obligations.
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See Note 9 – “Leases” for additional information regarding leases. Contract Assets and Contract Liabilities Contract assets are recognized when a performance obligation has been satisfied, and the Company has an unconditional right to receive payment for the goods or services transferred. Contract assets are transferred to accounts receivable when the rights for payment become unconditional.
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Contract liabilities are recognized when the Company receives consideration from a customer before satisfying a performance obligation. For the years ended December 31, 2025, 2024, and 2023 the Company did not have contract assets. Terms on account receivables vary and are based on specific terms agreed upon with the customer.

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