Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | MILLER INDUSTRIES, INC. | |
Entity File Number | 001-14124 | |
Entity Incorporation, State or Country Code | TN | |
Entity Tax Identification Number | 62-1566286 | |
Entity Address, Address Line One | 8503 Hilltop Drive | |
Entity Address, City or Town | Ooltewah | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37363 | |
City Area Code | 423 | |
Local Phone Number | 238-4171 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | MLR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 11,453,792 | |
Entity Central Index Key | 0000924822 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and temporary investments | $ 23,816 | $ 29,909 |
Accounts receivable, net of allowance for credit losses of $1,633 and $1,527 at June 30, 2024 and December 31, 2023, respectively | 391,797 | 286,138 |
Inventories, net | 187,286 | 189,807 |
Prepaid expenses | 8,099 | 4,617 |
Total current assets | 610,998 | 510,471 |
Noncurrent assets: | ||
Property, plant and equipment, net | 115,768 | 115,072 |
Right-of-use assets - operating leases | 659 | 826 |
Goodwill | 19,998 | 20,022 |
Other assets | 744 | 819 |
TOTAL ASSETS | 748,167 | 647,210 |
Current liabilities: | ||
Accounts payable | 243,146 | 191,782 |
Accrued liabilities | 49,546 | 40,793 |
Income taxes payable | 771 | 1,819 |
Current portion of operating lease obligation | 306 | 320 |
Total current liabilities | 293,768 | 234,714 |
Noncurrent liabilities: | ||
Long-term obligations | 70,000 | 60,000 |
Non-current portion of operating lease obligation | 352 | 506 |
Deferred income tax liabilities | 4,159 | 4,070 |
TOTAL LIABILITIES | 368,279 | 299,290 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
Shareholders' equity: | ||
Common shares, $0.01 par value per share: Authorized - 100,000,000 shares, Issued and outstanding 11,469,960 and 11,453,792 outstanding at June 30, 2024 and December 31, 2023, respectively | 115 | 114 |
Additional paid-in capital | 153,014 | 153,574 |
Retained earnings | 233,330 | 200,165 |
Accumulated other comprehensive loss | (6,571) | (5,933) |
TOTAL SHAREHOLDERS' EQUITY | 379,888 | 347,920 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 748,167 | $ 647,210 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts (in dollars) | $ 1,633 | $ 1,527 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock Shares, Issued | 11,453,792 | 11,445,640 |
Common stock, shares outstanding | 11,453,792 | 11,445,640 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONSOLIDATED STATEMENTS OF INCOME | ||||
NET SALES | $ 371,451 | $ 300,264 | $ 721,322 | $ 582,539 |
COST OF OPERATIONS | 320,373 | 260,335 | 626,001 | 512,194 |
GROSS PROFIT | 51,078 | 39,929 | 95,321 | 70,345 |
Operating expenses: | ||||
Selling, general and administrative expenses | 22,773 | 19,480 | 44,316 | 37,403 |
Non-operating (income) expenses: | ||||
Interest expense, net | 2,048 | 1,700 | 3,293 | 2,713 |
Other (income) expense, net | 13 | (229) | (20) | (548) |
Total expense, net | 24,834 | 20,951 | 47,589 | 39,568 |
INCOME BEFORE INCOME TAXES | 26,244 | 18,978 | 47,732 | 30,777 |
INCOME TAX PROVISION | 5,730 | 4,063 | 10,195 | 6,642 |
NET INCOME | $ 20,514 | $ 14,915 | $ 37,537 | $ 24,135 |
Basic income per common share (in dollars per share) | $ 1.79 | $ 1.30 | $ 3.28 | $ 2.11 |
Diluted income per common share (in dollars per share) | 1.78 | 1.29 | 3.26 | 2.10 |
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK | $ 0.19 | $ 0.18 | $ 0.38 | $ 0.36 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 11,461,141 | 11,466,000 | 11,456,597 | 11,424,552 |
Diluted (in shares) | 11,549,885 | 11,526,000 | 11,531,091 | 11,477,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
NET INCOME | $ 20,514 | $ 14,915 | $ 37,537 | $ 24,135 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (63) | 911 | (638) | 1,890 |
Total other comprehensive (loss) income | (63) | 911 | (638) | 1,890 |
TOTAL COMPREHENSIVE INCOME | $ 20,451 | $ 15,826 | $ 36,899 | $ 26,025 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Gain (Loss) | Total |
BALANCE at Dec. 31, 2022 | $ 114,000 | $ 152,392,000 | $ 150,124,000 | $ (9,173,000) | $ 293,457,000 |
BALANCE (shares) at Dec. 31, 2022 | 11,416,716 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of shares withheld for employee taxes | (214,000) | (214,000) | |||
Issuance of common stock, net of shares withheld for employee taxes (shares) | 24,320 | ||||
Stock-based compensation | 284,000 | 284,000 | |||
Dividends paid | (2,059,000) | (2,059,000) | |||
Foreign currency translation gain (loss) | 979,000 | 979,000 | |||
Net income | 9,220,000 | 9,220,000 | |||
BALANCE at Mar. 31, 2023 | $ 114,000 | 152,462,000 | 157,285,000 | (8,194,000) | 301,667,000 |
BALANCE (shares) at Mar. 31, 2023 | 11,441,036 | ||||
BALANCE at Dec. 31, 2022 | $ 114,000 | 152,392,000 | 150,124,000 | (9,173,000) | 293,457,000 |
BALANCE (shares) at Dec. 31, 2022 | 11,416,716 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation gain (loss) | 1,890,000 | ||||
Net income | 24,135,000 | ||||
BALANCE at Jun. 30, 2023 | $ 114,000 | 152,746,000 | 170,141,000 | (7,283,000) | 315,718,000 |
BALANCE (shares) at Jun. 30, 2023 | 11,445,640 | ||||
BALANCE at Mar. 31, 2023 | $ 114,000 | 152,462,000 | 157,285,000 | (8,194,000) | 301,667,000 |
BALANCE (shares) at Mar. 31, 2023 | 11,441,036 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of shares withheld for employee taxes | $ 4,604 | ||||
Stock-based compensation | 284,000 | 284,000 | |||
Dividends paid | (2,059,000) | (2,059,000) | |||
Foreign currency translation gain (loss) | 911,000 | 911,000 | |||
Net income | 14,915,000 | 14,915,000 | |||
BALANCE at Jun. 30, 2023 | $ 114,000 | 152,746,000 | 170,141,000 | (7,283,000) | 315,718,000 |
BALANCE (shares) at Jun. 30, 2023 | 11,445,640 | ||||
BALANCE at Dec. 31, 2023 | $ 114,000 | 153,574,000 | 200,165,000 | (5,933,000) | 347,920,000 |
BALANCE (shares) at Dec. 31, 2023 | 11,445,640 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of shares withheld for employee taxes | $ 1,000 | (214,000) | (213,000) | ||
Issuance of common stock, net of shares withheld for employee taxes (shares) | 24,320 | ||||
Stock-based compensation | 383,000 | 383,000 | |||
Dividends paid | (2,179,000) | (2,179,000) | |||
Foreign currency translation gain (loss) | (575,000) | (575,000) | |||
Net income | 17,023,000 | 17,023,000 | |||
BALANCE at Mar. 31, 2024 | $ 115,000 | 153,743,000 | 215,009,000 | (6,508,000) | 362,359,000 |
BALANCE (shares) at Mar. 31, 2024 | 11,469,960 | ||||
BALANCE at Dec. 31, 2023 | $ 114,000 | 153,574,000 | 200,165,000 | (5,933,000) | 347,920,000 |
BALANCE (shares) at Dec. 31, 2023 | 11,445,640 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchases of common stock | $ (2,000,000) | ||||
Repurchase of common stock (in shares) | (35,000) | ||||
Foreign currency translation gain (loss) | $ (638,000) | ||||
Net income | 37,537,000 | ||||
BALANCE at Jun. 30, 2024 | $ 115,000 | 153,014,000 | 233,330,000 | (6,571,000) | 379,888,000 |
BALANCE (shares) at Jun. 30, 2024 | 11,453,792 | ||||
BALANCE at Mar. 31, 2024 | $ 115,000 | 153,743,000 | 215,009,000 | (6,508,000) | 362,359,000 |
BALANCE (shares) at Mar. 31, 2024 | 11,469,960 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of shares withheld for employee taxes | 16,000 | 16,000 | |||
Issuance of common stock, net of shares withheld for employee taxes (shares) | 18,832 | ||||
Stock-based compensation | 1,302,000 | 1,302,000 | |||
Repurchases of common stock | (2,047,000) | (2,047,000) | |||
Repurchase of common stock (in shares) | (35,000) | ||||
Dividends paid | (2,193,000) | (2,193,000) | |||
Foreign currency translation gain (loss) | (63,000) | (63,000) | |||
Net income | 20,514,000 | 20,514,000 | |||
BALANCE at Jun. 30, 2024 | $ 115,000 | $ 153,014,000 | $ 233,330,000 | $ (6,571,000) | $ 379,888,000 |
BALANCE (shares) at Jun. 30, 2024 | 11,453,792 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (Parentheticals) - $ / shares | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||
Dividends paid (in dollars per share) | $ 0.19 | $ 0.19 | $ 0.18 | $ 0.18 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 37,537 | $ 24,135 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation and amortization | 6,971 | 6,361 |
(Gain) Loss on disposal of property, plant and equipment | (7) | 1 |
Provision for credit losses | 106 | 90 |
Issuance of common stock, net of shares withheld for employee taxes | (198) | 123 |
Stock-based compensation | 1,685 | 231 |
Deferred tax provision | 85 | (44) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (105,873) | (84,227) |
Inventories | 2,022 | (9,407) |
Prepaid expenses | (3,482) | (1,714) |
Other assets | 237 | 198 |
Accounts payable | 51,533 | 62,508 |
Accrued liabilities | 8,726 | 4,655 |
Income taxes payable | (1,049) | |
Net cash flows provided by (used in) operating activities | (1,707) | 2,910 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (7,794) | (6,610) |
Proceeds from sale of property, plant and equipment | 77 | 239 |
Acquisition of business | 24 | |
Acquisition of business | (17,802) | |
Net cash flows provided by (used in) investing activities | (7,693) | (24,173) |
Cash flows from financing activities: | ||
Repurchase of common stock | (2,047) | |
Net borrowings under credit facility | 10,000 | 15,000 |
Payments of cash dividends | (4,372) | (4,119) |
Net cash flows provided by (used in) financing activities | 3,581 | 10,881 |
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS | (274) | 731 |
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS | (6,093) | (9,651) |
CASH AND TEMPORARY INVESTMENTS, beginning of period | 29,909 | 40,153 |
CASH AND TEMPORARY INVESTMENTS, end of period | 23,816 | 30,502 |
Supplemental information: | ||
Cash payments for interest | 4,890 | 3,473 |
Cash payments for income taxes, net of refunds | $ 11,212 | $ 8,268 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements of Miller Industries, Inc. include the accounts of all consolidated subsidiaries (the “Company”). All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to "we", "our", and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (this "Form 10-Q") are to Miller Industries, Inc. and its consolidated subsidiaries unless the context requires otherwise. Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. Financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from the applicable period end (December 31 st or June 30 th ) by 31 days (or less) to facilitate timely reporting. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the notes to the audited consolidated financial statements within its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2024. Reclassifications Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results . Specifically , we reclassified $61.0 thousand and $223.0 thousand for the three months ended March 31, 2024 from the provision for common stock to non-employee directors and stock-based compensation on non-vested restricted stock units to stock-based compensation, respectively, and changed the vesting of executive restricted stock units line item to issuance of common stock, net of shares withheld for employee taxes on the Condensed Consolidated Statements of Shareholders’ Equity. Recently Adopted Accounting Standards There were no new material accounting standards adopted in the six months ended June 30, 2024. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require an entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU also requires entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under this ASU. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact this standard will have on our disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not been issued or made available for issuance. We are currently evaluating the impact this standard will have on our disclosures. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2024 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 2. BUSINESS COM BINATIONS On May 31, 2023, the Company acquired substantially all of the assets and assumed certain liabilities of Southern Hydraulic Cylinder, Inc. through an acquisition subsidiary formed as a Tennessee corporation, which then changed its name to SHC, Inc. (“SHC”). SHC manufactures, sells, and services hydraulic cylinders and related components. The operations of SHC align with those of the Company, which management believes will strengthen the efforts to enhance the stability of the Company’s supply chain. The purchase price totaling approximately $17.4 million was comprised of cash on hand and by drawing on the existing revolving credit facility. The allocation of the consideration for the net assets acquired by SHC from Southern Hydraulic Cylinder, Inc. were as follows: (in thousands) Sources of financing Cash $ 17,352 Fair value of consideration transferred 17,352 Fair value of assets and liabilities Accounts receivable 2,245 Fixed assets 3,735 Inventory 3,467 Prepaid insurance 71 Intangibles 193 Total identifiable assets acquired 9,711 Assumed liabilities 738 Goodwill $ 8,379 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is deductible for tax purposes. The acquisition by SHC resulted in the recognition of $8.4 million of goodwill. The Company believes goodwill is attributable to the investment for its ability to stabilize supply chain through vertical integration and introducing automation and improving production efficiency, as well as the workforce of the acquired business. For fixed assets, the real property fair value of $3.0 million was comprised of land and buildings of $2.8 million and cranes of $0.2 million. The fair value was determined by a third-party appraisal performed using a sales comparison approach and income approach. The net book value of $0.7 million was determined to approximate fair market value for the remaining fixed assets. Identifiable intangible assets consisted of a restrictive covenant agreement of $25.0 thousand and order backlog of $168.0 thousand. The fair value of intangible assets was determined by a third-party valuation. The restrictive covenant agreement and order backlog were valued using the income approach, specifically the with-or-without method and multi-period excess earnings method, respectively. The fair value of the assets acquired includes trade receivables of $2.2 million that are not purchased financial assets with credit deterioration. The Company does not anticipate any markdowns of trade receivables or corresponding credit losses. The results of operations of SHC are included in the accompanying condensed consolidated statements of income since the acquisition date. Transaction costs associated with the acquisition were not significant. Pro Forma Consolidated Financial Information (Unaudited) The results of operations for SHC, and the estimated fair values of the assets acquired and liabilities assumed, have been included in the Company’s condensed consolidated financial statements since the date of acquisition. For the three months ended June 30, 2024, SHC contributed approximately $2.3 million to the Company’s revenues and increased pretax income by approximately $0.3 million. For the six months ended June 30, 2024, SHC contributed approximately $4.2 million to the Company’s revenues and increased pretax income by approximately $0.4 million. Revenue and income before taxes for the period include adjustments made for the elimination of intercompany sales and profits. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of SHC for the periods as shown as if the acquisition by SHC had occurred on January 1, 2023. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions, and other uncertainties. Six Months Ended June 30 (in thousands) 2024 2023 Revenue $ 721,322 $ 588,469 Income before income taxes $ 47,732 $ 25,742 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
INVENTORIES | |
INVENTORY | 3. INVENTORIES Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or net realizable value, primarily determined on a moving average unit cost basis. Appropriate consideration is given to obsolescence, valuation, and other factors in determining net realizable value. Revisions of these estimates could result in the need for adjustments. Inventories, net of reserves, consisted of the following: June 30, December 31, (in thousands) 2024 2023 Raw materials $ 82,082 $ 89,048 Work in process 45,154 47,934 Finished goods 23,206 23,077 Chassis 36,844 29,748 Total inventory $ 187,286 $ 189,807 For the three months ended June 30, 2024 and 2023 and six months ended June 30, 2024 and 2023, the Company did no t recognize impairment of inventory. For the six months ended June 30, 2024 and fiscal year ended December 31, 2023, the Company’s balances are presented net of inventory reserves of $8.3 million and $5.6 million, respectively. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2024 2023 Land and improvements $ 22,159 $ 19,596 Buildings and improvements 86,567 86,346 Machinery and equipment 88,367 86,250 Furniture and fixtures 13,785 13,560 Software costs 14,407 11,806 Total property, plant and equipment, gross 225,285 217,558 Less accumulated depreciation (109,517) (102,486) Total property, plant and equipment, net $ 115,768 $ 115,072 For the three months ended June 30, 2024 and 2023, depreciation expense related to property, plant and equipment was $3.5 million and $3.2 million, respectively. For the six months ended June 30, 2024 and 2023, depreciation expense related to property, plant and equipment was $7.0 million and $6.4 million, respectively. |
LONG-TERM OBLIGATIONS
LONG-TERM OBLIGATIONS | 6 Months Ended |
Jun. 30, 2024 | |
LONG-TERM OBLIGATIONS | |
LONG-TERM OBLIGATIONS | 5. LONG-TERM OBLIGATIONS Credit Facility The Company’s loan agreement with First Horizon Bank, which governs its $100.0 million amended unsecured revolving credit facility with a maturity date of May 31, 2027, contains customary representations and warranties, events of default, and financial, affirmative, and negative covenants for loan agreements of this kind. T he credit facility restricts the payment of cash dividends if the payment would cause the Company to be in violation of the minimum tangible net worth test or the leverage ratio test in the loan agreement, among various other customary covenants. In the absence of default, all borrowings under the credit facility bear interest at the one-month Term SOFR Rate plus 1.00% or 1.25% per annum. We were in compliance with all covenants under the credit facility throughout 2023 and the first half of 2024. T he Company pays a quarterly non-usage fee under the current loan agreement at a rate per annum equal to between 0.15% and 0.35% of the unused amount of the credit facility. For the three months ended June 30, 2024 and 2023, interest expense on the credit facility was $1.1 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, interest expense on the credit facility was $2.1 million and $1.4 million, respectively. The Company had outstanding borrowings of $70.0 million and $60.0 million under the credit facility at June 30, 2024 and December 31, 2023, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES | |
INCOME TAXES | 6. INCOME TAXES As of June 30, 2024, the Company had no federal net operating loss carryforwards. State net operating loss carryforwards were $3.7 million as of December 31, 2023. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | 7. LEASES We have lease agreements for equipment and facilities under long-term, non-cancelable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and long-term operating lease liabilities in our condensed consolidated balance sheet. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, plus payments made prior to lease commencement and any initial direct costs . Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We also have elected to apply a practical expedient for short-term leases whereby we do not recognize a lease liability or a right-of-use asset for leases with a term of 12 months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related right-of-use asset or lease obligation for such contracts. Our leases have remaining lease terms that expire at various dates through 2029. Some of our lease terms may include options to extend or terminate the lease, and the Company includes those leases when it is reasonably certain we will exercise that option. The following table summarizes the components of lease cost: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 2024 2023 Lease Cost Finance lease cost: Amortization of right-of-use assets $ — $ 6 $ — $ 15 Interest on lease obligation — 2 — 3 Total finance lease cost — 8 — 18 Total long-term operating lease cost 91 92 186 180 Total short-term operating lease cost 190 83 383 169 Total lease cost $ 281 $ 183 $ 569 $ 367 The following table summarizes supplemental cash flow information related to leases: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 2024 2023 Other Information Cash paid for amounts included in the measurement of lease obligation: Operating cash flows from operating leases $ 91 $ 92 $ 186 $ 180 Right-of-use assets obtained in exchange for new operating lease obligations — — — — The following table presents other lease information related to the Company’s leases: June 30, December 31, 2024 2023 Weighted average remaining lease term (years) Operating leases 2.3 2.7 Finance leases — — Weighted average discount rate Operating leases 3.5 % 3.5 % Finance leases — % — % Future lease payments under non-cancelable leases as of June 30, 2024 were as follows: (in thousands) Operating Lease Obligations Remaining fiscal 2024 $ 180 2025 312 2026 140 2027 30 2028 24 Thereafter 11 Total lease payments 697 Less imputed interest (38) Lease obligation at June 30, 2024 $ 659 Related Party Leases The Company’s subsidiary in the United Kingdom leased facilities used for manufacturing and office space from a related party with related lease costs during the three months ended June 30, 2024 and 2023 of $52.0 thousand and $51.0 thousand, respectively, and related lease costs during the six months ended June 30, 2024 and 2023 of $104.3 thousand and $101.0 thousand, respectively. The Company’s French subsidiary leased a fleet of vehicles from a related party with related lease costs of $63.5 thousand and $54.0 thousand during the three months ended June 30, 2024 and 2023, respectively, and related lease costs of $117.5 thousand and $111.0 thousand during the six months ended June 30, 2024 and 2023, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Commitments At June 30, 2024 and December 31, 2023, the Company had commitments of approximately $17.0 million and $8.6 million, respectively, for construction and acquisition of property, plant and equipment. The Company migrated its enterprise resource planning (ERP) system to a multi-tenant cloud environment in 2021 and is continuing to implement additional modules such as enterprise performance management, human capital management, cybersecurity, data analytics, and the use of closed-loop artificial intelligence. At June 30, 2024 and December 31, 2023, the Company had commitments related to the continuing implementation project of approximately $0.5 million and $1.4 million in software license fees, respectively, payable in installments through 2025. Contingencies The Company has entered into arrangements with third-party lenders where it has agreed to repurchase products that are repossessed from the independent distributor customer in the event of default. These arrangements are typically subject to a maximum repurchase amount. For the six months ended June 30, 2024 and year ended December 31, 2023, the maximum amount of collateral the Company could be required to purchase was $168.4 million and $128.7 million, respectively. The Company’s financial exposure under these arrangements is limited to the difference between the amount paid to third-party lenders for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. The Company had no repurchases of inventory during the six months ended June 30, 2024 and year ended December 31, 2023 and concluded the liability associated with potential repurchase obligations was neither probable, nor material. Litigation We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. The Company has established accruals for matters that are probable and reasonably estimable and maintains product liability and other insurance that management believes to be adequate. Although management believes that any pending claims and lawsuits will not have a significant impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters is subject to inherent uncertainties and management’s assessment may change depending on future events. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
SHAREHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 9. SHAREHOLDERS’ EQUITY 2016 Stock Incentive Plan In August, 2016, the Company’s Board of Directors adopted the 2016 Stock Incentive Plan (the “2016 Plan”), subject to shareholder approval. The 2016 Plan was subsequently approved by the shareholders of the Company at its annual meeting of shareholders on May 26, 2017. Pursuant to the 2016 Plan, the Company may grant up to 800,000 shares of common stock under share-based awards to officers, directors, and employees, as well as consultants or advisors who provide services to the Company or a subsidiary. The 2016 Plan provides for the issuance of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance shares, performance units, and other stock-based awards or any combination thereof. The 2016 Plan will terminate on August 1, 2026. Restricted Stock Units Restricted stock units, once granted, are subject only to time-based service conditions. Executive officer awards vest ratably over three to five years (depending on award granted) and non-employee director awards cliff-vest after one year . The following table summarizes all transactions related to restricted stock units granted under the 2016 Plan for the six months ended June 30, 2024: Number of Shares of Common Stock/Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 146,832 $ 33.98 Granted 118,493 45.99 Vested (1) (50,832) 31.44 Forfeited — — Non-vested at June 30, 2024 214,493 $ 37.14 (1) Vested shares include 7,680 shares of common stock that vested and were withheld for employee taxes. The following table provides additional data related to restricted stock unit grants under the 2016 plan: (in thousands, except weighted average period in years) 2024 Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax $ 5,579 Weighted average period in years over which restricted stock unit cost is expected to be recognized (in years) 2.1 Total fair value of shares of common stock vested during the year $ 1,598 Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of income. Stock Repurchase Program On April 2, 2024, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $25.0 million of the Company’s common stock with no expiration date (the “Repurchase Program”). Repurchases under the Repurchase Program may be made on the open market, in privately negotiated transactions, block purchases, or otherwise as permitted by the federal securities laws and other legal and contractual requirements and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The number of shares to be repurchased and the timing of any repurchases will depend on a number of factors, including share price, economic and market conditions, and corporate requirements, among others. The Company may choose to suspend or discontinue the Repurchase Program at any time. The cost of the shares repurchased will be funded from our available cash and temporary investments and borrowings under our credit facility. For accounting purposes, common stock repurchased under the Repurchase Program is recorded based upon the settlement date of the applicable trade. During the six months ended June 30, 2024 the Company repurchased 35,000 shares of common stock pursuant to the Repurchase Program. These shares constitute authorized but unissued shares. The total cost of the shares repurchased was $2.0 million with an average share price of $58.49 . |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
REVENUE | |
REVENUE | 10. REVENUE All of our operating revenue is generated from contracts with customers. Our primary source of revenue is generated from sales of towing and recovery equipment. Because our product lines have substantially similar characteristics, the Company has identified one operating segment regularly reviewed to assess performance and allocate resources. Alternatively, the Company uses a geographic approach to track revenues by geographic regions. Net revenues by geographic region are as follows: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 Change 2024 2023 Change Geographic regions: North America $ 340,699 $ 272,320 25.1% $ 659,236 $ 530,487 24.3% Foreign $ 30,752 $ 27,944 10.0% $ 62,086 $ 52,052 19.3% TOTAL NET REVENUE $ 371,451 $ 300,264 23.7% $ 721,322 $ 582,539 23.8% Concentrations of Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and temporary investments and trade accounts receivable. At June 30, 2024 and December 31, 2023, the Company had cash deposited net of outstanding checks of $23.8 million and $29.9 million, respectively, held in multiple high-credit quality financial institutions. We attempt to limit our credit risk associated with accounts receivable by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. No single customer accounted for more than 10% of total revenues for the three months or six months ended June 30, 2024 or the comparable periods in 2023. No single customer accounted for more than 10% of total accounts receivable at June 30, 2024 and December 31, 2023. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 11. EARNINGS PER SHARE The following table reconciles the number of shares of common stock used to compute basic and diluted earnings per share of common stock: Three Months Ended Six Months Ended June 30 June 30 (in thousands, except per share amounts) 2024 2023 2024 2023 BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK: Net income (loss) - basic $ 20,514 $ 14,915 $ 37,537 $ 24,135 Weighted shares outstanding 11,461,141 11,466,000 11,456,597 11,424,552 Basic earnings (loss) per share of common stock $ 1.79 $ 1.30 $ 3.28 $ 2.11 DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK: Net income (loss) - basic $ 20,514 $ 14,915 $ 37,537 $ 24,135 Weighted shares outstanding - basic 11,461,141 11,466,000 11,456,597 11,424,552 Effect of dilutive securities 88,744 60,000 74,494 52,448 Weighted shares outstanding - diluted 11,549,885 11,526,000 11,531,091 11,477,000 Diluted earnings (loss) per share of common stock $ 1.78 $ 1.29 $ 3.26 $ 2.10 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Dividends On August 5, 2024 , the Board of Directors of the Company declared a quarterly cash dividend of $0.19 per share. The dividend is payable September 16, 2024, to shareholders of record as of September 9, 2024 . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 20,514 | $ 17,023 | $ 14,915 | $ 9,220 | $ 37,537 | $ 24,135 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Adopted | false | false |
Non-Rule 10b5-1 Arrangement Adopted | false | false |
Rule 10b5-1 Arrangement Terminated | false | false |
Non-Rule 10b5-1 Arrangement Terminated | false | false |
Non-Rule 10b5-1 Arrangement Modified Flag | false | false |
Rule 10b5-1 Arrangement Modified Flag | false | false |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of Miller Industries, Inc. include the accounts of all consolidated subsidiaries (the “Company”). All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to "we", "our", and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (this "Form 10-Q") are to Miller Industries, Inc. and its consolidated subsidiaries unless the context requires otherwise. Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. Financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The condensed consolidated financial statements include accounts of certain subsidiaries whose fiscal closing dates differ from the applicable period end (December 31 st or June 30 th ) by 31 days (or less) to facilitate timely reporting. |
Significant Accounting Policies | Significant Accounting Policies A description of the Company’s significant accounting policies is included in the notes to the audited consolidated financial statements within its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2024. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results . Specifically , we reclassified $61.0 thousand and $223.0 thousand for the three months ended March 31, 2024 from the provision for common stock to non-employee directors and stock-based compensation on non-vested restricted stock units to stock-based compensation, respectively, and changed the vesting of executive restricted stock units line item to issuance of common stock, net of shares withheld for employee taxes on the Condensed Consolidated Statements of Shareholders’ Equity. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements | Recently Adopted Accounting Standards There were no new material accounting standards adopted in the six months ended June 30, 2024. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require an entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU also requires entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under this ASU. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact this standard will have on our disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not been issued or made available for issuance. We are currently evaluating the impact this standard will have on our disclosures. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
BUSINESS COMBINATIONS | |
Schedule of allocation of the consideration for net assets acquired | The allocation of the consideration for the net assets acquired by SHC from Southern Hydraulic Cylinder, Inc. were as follows: (in thousands) Sources of financing Cash $ 17,352 Fair value of consideration transferred 17,352 Fair value of assets and liabilities Accounts receivable 2,245 Fixed assets 3,735 Inventory 3,467 Prepaid insurance 71 Intangibles 193 Total identifiable assets acquired 9,711 Assumed liabilities 738 Goodwill $ 8,379 |
Schedule of pro forma summary of the Company | Six Months Ended June 30 (in thousands) 2024 2023 Revenue $ 721,322 $ 588,469 Income before income taxes $ 47,732 $ 25,742 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INVENTORIES | |
Schedule of inventories, net of reserves | Inventories, net of reserves, consisted of the following: June 30, December 31, (in thousands) 2024 2023 Raw materials $ 82,082 $ 89,048 Work in process 45,154 47,934 Finished goods 23,206 23,077 Chassis 36,844 29,748 Total inventory $ 187,286 $ 189,807 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2024 2023 Land and improvements $ 22,159 $ 19,596 Buildings and improvements 86,567 86,346 Machinery and equipment 88,367 86,250 Furniture and fixtures 13,785 13,560 Software costs 14,407 11,806 Total property, plant and equipment, gross 225,285 217,558 Less accumulated depreciation (109,517) (102,486) Total property, plant and equipment, net $ 115,768 $ 115,072 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Summary of components of our lease cost | The following table summarizes the components of lease cost: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 2024 2023 Lease Cost Finance lease cost: Amortization of right-of-use assets $ — $ 6 $ — $ 15 Interest on lease obligation — 2 — 3 Total finance lease cost — 8 — 18 Total long-term operating lease cost 91 92 186 180 Total short-term operating lease cost 190 83 383 169 Total lease cost $ 281 $ 183 $ 569 $ 367 |
Schedule of supplemental cash flow information related to leases | The following table summarizes supplemental cash flow information related to leases: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 2024 2023 Other Information Cash paid for amounts included in the measurement of lease obligation: Operating cash flows from operating leases $ 91 $ 92 $ 186 $ 180 Right-of-use assets obtained in exchange for new operating lease obligations — — — — |
Schedule of weighted average lease term and weighted average discount rate of leases | The following table presents other lease information related to the Company’s leases: June 30, December 31, 2024 2023 Weighted average remaining lease term (years) Operating leases 2.3 2.7 Finance leases — — Weighted average discount rate Operating leases 3.5 % 3.5 % Finance leases — % — % |
Summary of maturities of operating lease liabilities | Future lease payments under non-cancelable leases as of June 30, 2024 were as follows: (in thousands) Operating Lease Obligations Remaining fiscal 2024 $ 180 2025 312 2026 140 2027 30 2028 24 Thereafter 11 Total lease payments 697 Less imputed interest (38) Lease obligation at June 30, 2024 $ 659 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SHAREHOLDERS' EQUITY | |
Schedule of transactions related to restricted stock units under 2016 plan | The following table summarizes all transactions related to restricted stock units granted under the 2016 Plan for the six months ended June 30, 2024: Number of Shares of Common Stock/Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 146,832 $ 33.98 Granted 118,493 45.99 Vested (1) (50,832) 31.44 Forfeited — — Non-vested at June 30, 2024 214,493 $ 37.14 (1) Vested shares include 7,680 shares of common stock that vested and were withheld for employee taxes. |
Schedule of additional data related to restricted share unit activity | The following table provides additional data related to restricted stock unit grants under the 2016 plan: (in thousands, except weighted average period in years) 2024 Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax $ 5,579 Weighted average period in years over which restricted stock unit cost is expected to be recognized (in years) 2.1 Total fair value of shares of common stock vested during the year $ 1,598 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
REVENUE | |
Schedule of disaggregation of revenue by the geographic region for customers | Net revenues by geographic region are as follows: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2024 2023 Change 2024 2023 Change Geographic regions: North America $ 340,699 $ 272,320 25.1% $ 659,236 $ 530,487 24.3% Foreign $ 30,752 $ 27,944 10.0% $ 62,086 $ 52,052 19.3% TOTAL NET REVENUE $ 371,451 $ 300,264 23.7% $ 721,322 $ 582,539 23.8% |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
EARNINGS PER SHARE | |
Schedule of basic and diluted earnings per share | The following table reconciles the number of shares of common stock used to compute basic and diluted earnings per share of common stock: Three Months Ended Six Months Ended June 30 June 30 (in thousands, except per share amounts) 2024 2023 2024 2023 BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK: Net income (loss) - basic $ 20,514 $ 14,915 $ 37,537 $ 24,135 Weighted shares outstanding 11,461,141 11,466,000 11,456,597 11,424,552 Basic earnings (loss) per share of common stock $ 1.79 $ 1.30 $ 3.28 $ 2.11 DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK: Net income (loss) - basic $ 20,514 $ 14,915 $ 37,537 $ 24,135 Weighted shares outstanding - basic 11,461,141 11,466,000 11,456,597 11,424,552 Effect of dilutive securities 88,744 60,000 74,494 52,448 Weighted shares outstanding - diluted 11,549,885 11,526,000 11,531,091 11,477,000 Diluted earnings (loss) per share of common stock $ 1.78 $ 1.29 $ 3.26 $ 2.10 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Reclassification adjustment $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Reclassification [Line Items] | |
Stock-based compensation on nonvested common stock to non-employee directors | $ 61 |
Nonvested restricted stock units to stock-based compensation | $ 223 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||
Purchase price | $ 17,802,000 | ||||
Goodwill | $ 19,998,000 | $ 19,998,000 | $ 20,022,000 | ||
Southern Hydraulic Cylinder, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 17,352,000 | ||||
Accounts receivable | 2,245,000 | ||||
Goodwill | 8,379,000 | ||||
Property fair value | 3,000,000 | ||||
Intangibles | 193,000 | ||||
Acquired business contributed revenues | 2,300,000 | 4,200,000 | |||
Acquired business contributed earnings | $ 300,000 | $ 400,000 | |||
Southern Hydraulic Cylinder, Inc. | Land and Building | |||||
Business Acquisition [Line Items] | |||||
Property fair value | 2,800,000 | ||||
Southern Hydraulic Cylinder, Inc. | Transportation Equipment | |||||
Business Acquisition [Line Items] | |||||
Property fair value | 200,000 | ||||
Southern Hydraulic Cylinder, Inc. | Property plant and equipment, other than land and buildings and transportation equipment | |||||
Business Acquisition [Line Items] | |||||
Property fair value | 700,000 | ||||
Southern Hydraulic Cylinder, Inc. | Noncompete Agreements | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 25,000 | ||||
Southern Hydraulic Cylinder, Inc. | Order or Production Backlog | |||||
Business Acquisition [Line Items] | |||||
Intangibles | $ 168,000 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of allocations for net assets acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Sources of financing | ||||
Cash | $ 17,802 | |||
Fair value of assets and liabilities | ||||
Goodwill | $ 19,998 | $ 20,022 | ||
Southern Hydraulic Cylinder, Inc. | ||||
Sources of financing | ||||
Cash | $ 17,352 | |||
Fair value of consideration transferred | 17,352 | |||
Fair value of assets and liabilities | ||||
Accounts receivable | 2,245 | |||
Fixed assets | 3,735 | |||
Inventory | 3,467 | |||
Prepaid insurance | 71 | |||
Intangibles | 193 | |||
Total identifiable assets acquired | 9,711 | |||
Assumed liabilities | 738 | |||
Goodwill | $ 8,379 |
BUSINESS COMBINATIONS - Pro for
BUSINESS COMBINATIONS - Pro forma summary (Details) - Southern Hydraulic Cylinder, Inc. - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||
Revenue | $ 721,322 | $ 588,469 |
Income before income taxes | $ 47,732 | $ 25,742 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories, Net of Reserves (Details) - USD ($) $ in Thousands | 18 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
INVENTORIES | ||
Raw materials | $ 82,082 | $ 89,048 |
Work in process | 45,154 | 47,934 |
Finished goods | 23,206 | 23,077 |
Chassis | 36,844 | 29,748 |
Total inventory | 187,286 | 189,807 |
Impairment of inventory | 0 | |
Net of inventory reserves | $ 8,300 | $ 5,600 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | $ 225,285 | $ 225,285 | $ 217,558 | ||
Less accumulated depreciation | (109,517) | (109,517) | (102,486) | ||
Total property, plant and equipment, net | 115,768 | 115,768 | 115,072 | ||
Depreciation and amortization | 3,500 | $ 3,200 | 6,971 | $ 6,361 | |
Depreciation expense | 7,000 | $ 6,400 | |||
Land and improvements | |||||
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | 22,159 | 22,159 | 19,596 | ||
Buildings and improvements | |||||
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | 86,567 | 86,567 | 86,346 | ||
Machinery and equipment | |||||
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | 88,367 | 88,367 | 86,250 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | 13,785 | 13,785 | 13,560 | ||
Software costs | |||||
Property, Plant and Equipment | |||||
Total property, plant and equipment, gross | $ 14,407 | $ 14,407 | $ 11,806 |
LONG-TERM OBLIGATIONS (Details)
LONG-TERM OBLIGATIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||
Interest expense on credit facility | $ 1.1 | $ 0.8 | $ 2.1 | $ 1.4 | |
Line of credit outstanding borrowings | 70 | $ 70 | $ 60 | ||
Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Non-usage fee for current loan agreement in annual amount percentage | 0.15% | ||||
Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Non-usage fee for current loan agreement in annual amount percentage | 0.35% | ||||
First Horizon Bank | Credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 100 | $ 100 | |||
First Horizon Bank | Credit facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate in addition to reference rate | 1% | ||||
First Horizon Bank | Credit facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate in addition to reference rate | 1.25% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
INCOME TAXES | ||
Federal net operating loss carryforward | $ 0 | |
State net operating loss carryforward | $ 3.7 |
LEASES - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lease Cost | ||||
Amortization of right-of-use assets | $ 6,000 | $ 15,000 | ||
Interest on lease obligation | 2,000 | 3,000 | ||
Total finance lease cost | 8,000 | 18,000 | ||
Total long-term operating lease cost | $ 91,000 | 92,000 | $ 186,000 | 180,000 |
Total short-term operating lease cost | 190,000 | 83,000 | 383,000 | 169,000 |
Total lease cost | 281,000 | 183,000 | 569,000 | 367,000 |
Cash paid for amounts included in the measurement of lease obligation: | ||||
Operating cash flows from operating leases | 91,000 | 92,000 | 186,000 | 180,000 |
Boniface Engineering, Ltd. | ||||
Lease Cost | ||||
Total lease cost | 52,000 | 51,000 | 104,300 | 101,000 |
Jige International S.A | ||||
Lease Cost | ||||
Total lease cost | $ 63,500 | $ 54,000 | $ 117,500 | $ 111,000 |
LEASES - Schedule of Weighted-a
LEASES - Schedule of Weighted-average lease term and weighted-average discount rate (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Weighted average remaining lease term for operating leases | 2 years 3 months 18 days | 2 years 8 months 12 days |
Weighted average remaining lease term for finance leases | 0 years | 0 years |
Weighted average discount rate for operating leases | 3.50% | 3.50% |
LEASES - Maturity of Undiscount
LEASES - Maturity of Undiscounted Cash flows of operating lease obligations (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Operating Lease Obligation | |
Remaining fiscal 2024 | $ 180 |
2025 | 312 |
2026 | 140 |
2027 | 30 |
2028 | 24 |
Thereafter | 11 |
Total lease payments | 697 |
Less imputed interest | (38) |
Lease obligation at June 30, 2024 | $ 659 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Long-term Purchase Commitment [Line Items] | ||
Repurchase collateral amount | $ 168.4 | $ 128.7 |
Capital Addition Purchase Commitments | ||
Long-term Purchase Commitment [Line Items] | ||
Commitment amount | 17 | 8.6 |
Software License Fee Arrangement | ||
Long-term Purchase Commitment [Line Items] | ||
Commitment amount | $ 0.5 | $ 1.4 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Apr. 02, 2024 | |
Restricted Stock Unit Transactions - Shares | |||
Nonvested, beginning balance (in shares) | 146,832 | ||
Granted (in shares) | 118,493 | ||
Vested (in shares) | (50,832) | ||
Nonvested, ending balance (in shares) | 214,493 | 214,493 | |
Restricted Stock Unit Transactions - Weighted average grant date fair value | |||
Nonvested, beginning balance (in dollar per share) | $ 33.98 | ||
Granted (in dollar per share) | 45.99 | ||
Vested (in dollar per share) | 31.44 | ||
Nonvested, ending balance (in dollar per share) | $ 37.14 | $ 37.14 | |
Vested shares include shares vested | 7,680 | 7,680 | |
Restricted share unit activity activity - Additional data | |||
Total compensation cost, net of estimated forfeitures, related to nonvested restricted share unit awards not yet recognized, pre tax | $ 5,579 | $ 5,579 | |
Weighted average period in years over which restricted share and share unit cost is expected to be recognized (in years) | 2 years 1 month 6 days | ||
Total fair value of shares vested during the year | $ 1,598 | ||
Stock Repurchase Program | |||
Amount authorized for purchase of share | $ 25,000 | ||
Repurchase of common stock (shares) | 35,000 | ||
Repurchase of common stock | $ 2,047 | $ 2,000 | |
Director | |||
Restricted Stock Unit Transactions - Shares | |||
Vesting period of options | 1 year | ||
Minimum | Executive Officer | |||
Restricted Stock Unit Transactions - Shares | |||
Vesting period of options | 3 years | ||
Maximum | Executive Officer | |||
Restricted Stock Unit Transactions - Shares | |||
Vesting period of options | 5 years | ||
Average | |||
Stock Repurchase Program | |||
Repurchase price per share | $ 58.49 | $ 58.49 | |
Equity Incentive Plan 2016 | |||
Restricted Stock Unit Transactions - Shares | |||
Number of shares of common stock are available for issuance | 800,000 | 800,000 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue by Geographic Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 371,451 | $ 300,264 | $ 721,322 | $ 582,539 |
Total net revenue, Change (in percent) | 23.70% | 23.80% | ||
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 340,699 | 272,320 | $ 659,236 | 530,487 |
Total net revenue, Change (in percent) | 25.10% | 24.30% | ||
Foreign | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 30,752 | $ 27,944 | $ 62,086 | $ 52,052 |
Total net revenue, Change (in percent) | 10% | 19.30% |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
REVENUE | ||||
Number of operating segments | segment | 1 | |||
Cash and temporary investments | $ | $ 23,816 | $ 29,909 | $ 30,502 | $ 40,153 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basic earnings (loss) per common share: | ||||||
Net Income (Loss) | $ 20,514 | $ 17,023 | $ 14,915 | $ 9,220 | $ 37,537 | $ 24,135 |
Weighted shares outstanding - basic (in shares) | 11,461,141 | 11,466,000 | 11,456,597 | 11,424,552 | ||
Basic earnings (loss) per common share (in dollars per share) | $ 1.79 | $ 1.30 | $ 3.28 | $ 2.11 | ||
Diluted earnings (loss) per common share: | ||||||
Effect of dilutive securities (in shares) | 88,744 | 60,000 | 74,494 | 52,448 | ||
Weighted shares outstanding - diluted (in shares) | 11,549,885 | 11,526,000 | 11,531,091 | 11,477,000 | ||
Diluted earnings (loss) per common share (in dollars per share) | $ 1.78 | $ 1.29 | $ 3.26 | $ 2.10 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - O 2024 Q3 Dividends - $ / shares | Sep. 09, 2024 | Aug. 05, 2024 |
Subsequent Event [Line Items] | ||
Dividends payable, declared date | Aug. 05, 2024 | |
Dividends payable, amount per share | $ 0.19 | |
Dividends payable, record date | Sep. 09, 2024 |