Miller Industries Inc: Form 10-Q for the period ended Sep 30, 2023

The following discussion of our results of operations and financial condition should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and other information presented in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2022. Unless the context indicates otherwise, all dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands.

Company Background

Miller Industries, Inc. is The World’s Largest Manufacturer of Towing and Recovery Equipment®, with domestic manufacturing subsidiaries in Tennessee and Pennsylvania, and foreign manufacturing subsidiaries in France and the United Kingdom. We offer a broad range of equipment to meet our customers’ design, capacity and cost requirements under our Century®, Vulcan®, Challenger®, Holmes®, Champion®, Chevron™, Eagle®, Titan®, Jige™ and Boniface™ brand names. In this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the words “Miller Industries,” “the Company,” “we,” “our,” “ours” and “us” refer to Miller Industries, Inc. and its subsidiaries or any of them.

Our management focuses 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.

We derive revenues primarily from product sales made to our network of domestic and foreign independent distributors. Our revenues are sensitive to a variety of factors including general economic conditions as well as demand for, and price of, our products, our technological competitiveness, our reputation for providing quality products and reliable service, competition within our industry, and the cost and availability of purchased component parts, truck chassis and raw materials (including aluminum, steel and petroleum-related products).

Our history of innovation in the towing and recovery industry has been an important factor behind our growth over the last decade and we believe that our continued emphasis on research and development will be a key factor in our future growth. We opened a free-standing R&D facility in Chattanooga 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. In addition, our recent domestic plant expansion and modernization projects have installed sophisticated robotics and implemented other advanced technologies to increase our production capacity and optimize our manufacturing processes, including investing in part re-design capabilities that allows for more flexibility in our manufacturing and sourcing. These projects were completed during the period from 2017 to 2021 at a cost of over $82,000. We completed phase one of the implementation of an enterprise software solution during 2021, and we continued to implement additional functionality available in the solution in 2022 and 2023. We expect this software to substantially improve our administrative efficiency and customer service levels. As we retain our focus toward modernization, we expect to continue to invest in robotics and automated material handling equipment across all of our domestic manufacturing facilities.

The Company did not draw on its line of credit during the third quarter of 2023. For the quarter ended September 30, 2023 and as of October 31, 2023, the balance on its credit facility remains at $60,000.

Key Factors Affecting Operating Results

Our industry is, and will continue to be, cyclical in nature, and the overall demand for our products and our resulting revenues are influenced by a variety of factors, including:

• levels of consumer confidence;
• domestic and international capital and credit markets and the availability and affordability of financing, including floor plan financing, for our customers and towing operators;
• fuel and insurance costs, and macro-economic conditions such as broad-based inflation, and their effect on the ability of our customers to purchase towing and related equipment; and
• the overall effects of global, political, economic and health conditions.

We remain concerned about the ongoing effects of these factors on the towing and recovery industry, and we continue to monitor our overall cost structure to see that it remains in line with business conditions.

We have been and will continue to be affected by the availability of, and changes in the prices that we pay for component parts and raw materials, particularly aluminum, steel and petroleum-related products, which represent a substantial part of our total cost of operations.

Recent Trends and Outlook

Throughout 2022 the Company was marked by continued challenges recovering from the global COVID-19 pandemic in the form of inflationary cost pressures in both raw materials and labor, as well as persistent supply chain disruptions that collectively had a materially adverse impact on our financial performance. We took pricing actions to offset these inflationary cost pressures, while continuing to execute against our strategic initiatives such as our ERP implementation, enterprise software upgrades, and other operational and productivity improvement initiatives aimed at reducing our expenses as a percentage of net sales. We also continued to invest in our inventory in the form of critical parts and in goods near completion, in order to fulfill orders of finished goods as soon as the necessary parts became available.

Continuing during 2023, our strong backlog allowed revenues to increase as parts became more available due to supply chain improvement and actions that we took to diversify and increase the flexibility of our supply chain. Gross margin also steadily improved due to our pricing actions, productivity improvements and the stabilizing of raw material costs. In addition, with the acquisition of SHC, we were able to enhance the stability of our supply chain. The combination of favorable macroeconomic trends and improved productivity resulted in increased net income for the period.

Based on our strong backlog, sales price adjustments implemented to offset inflationary cost pressures, productivity improvements and lessening supply chain disruptions, we believe we are well positioned to continue enhancing our operating results. However, our performance will be heavily influenced by, among other things, whether supply chain constraints and inflationary pressures continue to lessen or worsen, the continuing impact of the war in Ukraine and the more recent conflict in the Middle East or other geopolitical factors, and the threat of recession and general economic factors. 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 over the remainder of 2023.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates. Certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimations and assumptions. The accounting policies deemed to be most critical to our financial position and results of operations are those related to accounts receivable, inventory, long-lived assets, warranty reserves, revenues, and income taxes. There have been no significant changes in our critical accounting policies during the nine months ended September 30, 2023.

For additional information, refer to our summary of significant accounting policies in Note 2 of the “Notes to Consolidated Financial Statements” in Part IV, Item 15 and “Critical Accounting Policies” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Results of Operations – Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Net sales for the three months ended September 30, 2023 increased 33.6% to $274,568 from $205,557 for the comparable period in 2022. The increase in revenue is primarily the result of increases in production volume across all our product categories due to supply chain improvements and continued strong customer demand. Net domestic sales increased during the three months ended September 30, 2023 to $242,702 from $182,249 for the comparable period in 2022, while net foreign sales increased to $31,866 from $23,308 during the same three-month period.

Costs of operations for the three months ended September 30, 2023 increased 27.0% to $231,700 from $182,377 for the comparable period in 2022, due to increased deliveries. Costs of operations decreased as a percentage of sales to 84.4%, compared to 88.7% for the comparable period in 2022, due to the recognition of price increases on sales to customers that offset higher input costs as well as enhanced operational efficiencies.

Selling, general and administrative expenses for the three months ended September 30, 2023 increased to $19,318 from $14,673 for the comparable period in 2022 due to increased bonus accruals associated with increased pretax income, which accruals are provided for under the terms of the executive compensation programs discussed in the 8-K filed in April 2023, increased expenses associated with increased sales volumes and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of sales, selling, general and administrative expenses for the three months ended September 30, 2023 decreased to 7.0% from 7.1% in the comparable period in 2022.

Interest expense, net increased to $1,813 from $1,042 for the three months ended September 30, 2023 as compared to the prior year period. Increases in interest expense, net was primarily due to increases in floor plan interest payments, increased borrowings on our credit facility and increased interest rates.

For the three months ended September 30, 2023 the Company recognized a net foreign currency exchange loss of $17, compared to a net loss of $633 for the three months ended September 30, 2022, reflecting foreign currency gains and loss on transactions denominated in a currency other than the local entity’s functional currency.

The provision for income taxes for the three months ended September 30, 2023 and 2022 reflects a combined effective U.S. federal, state and foreign tax rate of 20.8% and 23.0%, respectively. The principal differences between the federal statutory tax rate and the effective tax rate consist primarily of state taxes, domestic tax credits, and tax differences on foreign earnings.

Results of Operations – Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net sales for the nine months ended September 30, 2023 increased 37.7% to $857,108 from $622,602 for the comparable period in 2022. The increase in revenue is primarily the result of increases in production volume across all our product categories due to supply chain improvements and continued strong customer demand, as well as realization of pricing adjustments implemented in 2022 and the first quarter of 2023. Net domestic sales increased during the nine months ended September 30, 2023 to $773,189 from $562,235 for the comparable period in 2022, while net foreign sales increased to $83,919 from $60,367 during the same nine-month period.

Costs of operations for the nine months ended September 30, 2023 increased 31.5% to $743,894 from $565,708 for the comparable period in 2022, due to increased deliveries. Costs of operations decreased as a percentage of sales to 86.8%, compared to 90.9% for the comparable period in 2022, primarily due to the recognition of price increases on sales to customers that offset higher input costs, as well as enhanced operational efficiencies.

Selling, general and administrative expenses for the nine months ended September 30, 2023 increased to $56,721 from $39,710 for the comparable period in 2022 due to additional executive compensation expense as discussed in the 8-K filed in April 2023, investor relations activity, increased expenses associated with increased sales volumes and increased investment in our workforce, specifically for training and more competitive compensation to improve employee retention. As a percentage of sales, selling, general and administrative expenses for the nine months ended September 30, 2023 increased to 6.6% from 6.4% in the comparable period in 2022.

Interest expense, net increased to $4,525 from $2,088 for the nine months ended September 30, 2023 as compared to the prior year period. Increases in interest expense, net were primarily due to increased borrowings on our credit facility, increased interest rates and increases in floor plan interest payments.

For the nine months ended September 30, 2023 the Company recognized a net foreign currency exchange gain of $594, compared to a net loss of $1,097 for the nine months ended September 30, 2022, reflecting foreign currency gains and losses on transactions denominated in a currency other than the local entity’s functional currency.

The provision for income taxes for the nine months ended September 30, 2023 and 2022 reflects a combined effective U.S. federal, state and foreign tax rate of 21.2% and 21.6%, respectively. The lower year over year rate was due to favorable tax adjustments related to prior year domestic tax estimates. The principal differences between the federal statutory tax rate and the effective tax rate consist primarily of state taxes, domestic tax credits, and tax differences on foreign earnings.

Liquidity and Capital Resources

Cash provided by operating activities was $4,213 for the nine months ended September 30, 2023, compared to cash used in operating activities of $31,602 in the comparable period in 2022. Cash provided by or used in operating activities is generally attributable to the receipt of payments from our customers as settlement of their contractual obligation once we have fulfilled all performance obligations related to our contracts with them. These cash receipts are netted with payments for purchases of inventory, materials used in manufacturing, and other expenses that are necessary in the ordinary course of our operations, such as utilities and taxes. The change in net cash flows from operating activities during the nine months ended September 30, 2023, in comparison to the nine months ended September 30, 2022, is primarily due to increased net income and a stabilization of changes in operating assets and liabilities as a result of improved availability of purchased components.

Cash used in investing activities was $27,508 for the nine months ended September 30, 2023 compared to cash used in investing activities of $25,119 for the comparable period in 2022. The cash used in investing activities for the nine months ended September 30, 2023 was primarily for the purchase of SHC (see Note 3) and purchases of property, plant and equipment.

Cash provided by financing activities was $8,822 for the nine months ended September 30, 2023, compared to cash provided by financing activities of $38,820 for the comparable period in 2022. Net cash flows provided by financing activities for the nine months ended September 30, 2023 resulted from advances under the Company’s primary credit facility, offset by the payment of cash dividends.

As of September 30, 2023, we had cash and temporary investments of $26,847, and an additional $40,000 in available borrowings under our existing credit facility. Our primary cash requirements include working capital, capital expenditures, the funding of any declared cash dividends and principal and interest payments on indebtedness. At September 30, 2023, the Company had commitments of approximately $9,157 for the acquisition of property, plant and equipment. At September 30, 2023, we also had a commitment of approximately $1,378 in software license fees related to the implementation of our enterprise software solution.

We expect our primary sources of cash to be cash flows from operations, cash and temporary investments on hand at September 30, 2023 and borrowings under our credit facility as needed. We expect these sources to be sufficient to satisfy our cash needs for at least the next year. However, our ability to satisfy our cash needs will substantially depend upon several factors, including our future operating performance, taking into account the supply chain, economic and other factors discussed above and elsewhere in this Quarterly Report on Form 10-Q, as well as financial, business and other factors, many of which are beyond our control.

As of September 30, 2023 and December 31, 2022, $15,909 and $20,405, respectively, of the Company’s cash and temporary investments were held by foreign subsidiaries and their holdings are generally based in the local currency.

Credit Facilities and Other Obligations

Credit Facility

The Company’s current loan agreement with First Horizon Bank, which governs its existing $100.0 million unsecured revolving credit facility with a maturity date of May 31, 2027, contains customary representations and warranties, events of default, and financial, affirmative and negative covenants for loan agreements of this kind. The credit facility restricts the payment of cash dividends if the payment would cause the Company to be in violation of the minimum tangible net worth test or the leverage ratio test in the loan agreement, among various other customary covenants. The Company has been in compliance with these covenants throughout 2022 and 2023, and it is anticipated that the Company will continue to be in compliance for the foreseeable future.

In absence of a default, all borrowings under the credit facility bear interest at the one-month Term SOFR Rate plus 1.00% or 1.25% per annum, depending on the leverage ratio. The Company pays a non-usage fee under the current loan agreement at a rate per annum equal to between 0.15% and 0.35% of the unused amount of the credit facility, which fee is paid quarterly.

The Company had $60,000 and $45,000 in outstanding borrowings under its credit facility at September 30, 2023 and December 31, 2022, respectively. During the third quarter of 2023, the Company did not draw on its line of credit. For the quarter ended September 30, 2023 and as of October 31, 2023, the balance on its credit facility remains at $60,000.

Other Long-Term Obligations

Prior to applying a discount rate to our lease liabilities, at September 30, 2023 and December 31, 2022, we had approximately $764 and $926 in non-cancelable operating lease obligations, respectively. We had no non-cancelable finance lease obligations as of September 30, 2023 and $10 as of December 31, 2022.

In the normal course of our business, we are exposed to market risk from changes in interest rates and foreign currency exchange rates that could impact our results of operations and financial position.

Interest Rate Risk

Changes in interest rates affect the interest paid on indebtedness under the credit facility because outstanding amounts of indebtedness under the credit facility are subject to variable interest rates. Under the 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 the leverage ratio, for a rate of interest of 6.4% at September 30, 2023. A one percent change in the interest rate on our variable-rate debt would not have materially impacted our financial position, results of operations or cash flows as of and for the nine months ended September 30, 2023.

Foreign Currency Exchange Rate Risk

We are subject to risk arising from changes in foreign currency exchange rates related to our international operations in Europe. We manage our exposure to foreign currency exchange rate risk through our regular operating and financing activities. Additionally, from time to time, we enter into certain forward foreign currency exchange contracts.

Because we report in U.S. dollars on a consolidated basis, foreign currency exchange rate fluctuations have a translation impact on our financial position and results of operations. During the three and nine months ended September 30, 2023, we recognized unrealized gains of $822 and $2,712, respectively in our foreign currency translation equity adjustment account because of the fluctuations in valuation of the U.S. dollar against the Euro and British pound. During the three and nine months ended September 30, 2022, we recognized unrealized losses of $3,341 and $5,621, respectively. These amounts were recognized in accumulated other comprehensive loss on the condensed consolidated balance sheets.

For the three months ended September 30, 2023 and 2022, the impacts of foreign currency exchange rate changes on our results of operations and cash flows were net foreign currency exchange losses of $17 and $633, respectively. For the nine months ended September 30, 2023 and 2022, the impacts of foreign currency exchange rate changes on our results of operations and cash flows were net foreign currency exchange gains of $594 and losses of $1,097, respectively.

Disclosure Controls and Procedures

We carried out an evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-14(c) under the Securities Exchange Act of 1934. Based upon this evaluation, our CEO and CFO have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting

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

The following description of risk factors includes any material changes to risk factors associated with the Company’s business previously described in “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Except as described herein, there are no material changes to those previously disclosed risk factors.

The below risk factor replaces in its entirety the risk factor entitled “Our international operations are subject to various political, economic and other uncertainties that could materially adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuation” in the Annual Report on Form 10-K.

Our business operations are subject to various international political, economic and other uncertainties that could materially adversely affect our business results.

Historically, a portion of our net sales occur outside the United States, primarily in Europe. In addition, we have manufacturing operations at two facilities located in the Lorraine region of France and manufacturing operations in Norfolk, England. As a result, 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. This includes the uncertainty surrounding the ongoing military conflicts in Ukraine and more recently in the Middle East, and the United Kingdom’s “Brexit” from the European Union and their impact on European and worldwide economic and supply chain conditions, and on our international sales. These developments have created and may continue to create legal, political and economic uncertainties and impacts, including disruptions to trade and free movement of goods, services and people to and from Europe, disruptions to our workforce or the workforce of our suppliers or business partners. All of the foregoing risks could have a material adverse effect on our business, financial condition and results of operations.

In addition, a portion of our net sales derived outside the United States, as well as salaries of employees located outside the United States and certain other expenses, are denominated in foreign currencies, including the British pound sterling and the euro. We are, therefore, subject to risk of financial loss resulting from fluctuations in exchange rates of these currencies against the U.S. dollar. Brexit has caused, and may continue to result in, significant volatility in global stock markets and currency exchange rate fluctuations of the U.S. dollar relative to other foreign currencies in which we conduct business, including both the British pound sterling and the euro.

In addition, political unrest, terrorist acts, military conflict, including the ongoing military conflict between Russia and Ukraine and the more recent conflict in the Middle East, and disease outbreaks, such as the COVID-19 pandemic, have increased the risks of doing business abroad in general.

The below risk factor replaces in its entirety the risk factor of the same title in the Annual Report on Form 10-K:

Environmental and health and safety liabilities and requirements could require us to incur material costs.

We are subject to various U.S. and foreign laws and regulations relating to environmental protection and worker health and safety, including those governing discharges of pollutants into the ground, air and water; the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste materials; and the investigation and cleanup of contaminated properties. In certain cases, these regulatory requirements may limit the productive capacity of our operations.

Many government authorities are phasing in, or may phase in, policies or regulations designed to facilitate less petroleum-dependent modes of transportation, including the U.S. Environmental Protection Agency, the California Air Resources Board (the “CARB”), and similar regulators in other U.S. states and in foreign jurisdictions where we sell our products. Specifically, the California Air Resources Board’s Advanced Clean Trucks and Fleets regulations require manufacturers to sell an increasing percentage of zero emission heavy duty trucks into the market starting in model year 2024. The Company is still evaluating the impact of these regulations, but depending on the nature and timing of their implementation, they could materially harm our business, financial condition and results of operations.

Environmental and health-related requirements are complex, subject to change and have tended to become more and more stringent. Future developments could cause us to incur various expenditures and could also subject us to fines or sanctions, obligations to investigate or remediate contamination or restore natural resources, liability for third party property damage or personal injury claims and the imposition of new permitting requirements and/or the modification or revocation of our existing operating permits, among other effects. These and other developments could materially harm our business, financial condition and results of operations.

Our facilities and operations could in the future be subject to regulations related to climate change and climate change itself may also have some impact on the Company’s operations. However, these impacts are currently uncertain and the Company cannot presently predict the nature and scope of those impacts.