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2014 Annual Report

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2014 Annual Report , 2014 Annual Report TO OUR SHAREHOLDERS April 17, 2015 2014 was an outstanding year for Miller Industries, as we generated significant year- over-year sales and earnings growth driven by the continued strong demand for our products. We also accomplished several strategic goals during the year including ramping up production to remain ahead of customer demand, successfully delivering on several government-related orders, and improving our profitability. Overall, order levels remained strong and customer sentiment continued to improve throughout the year. We remained focused on efficient operations and cost controls, which ultimately drove solid earnings growth. These factors, coupled with our proven ability to adapt to the changing market environment, drove solid results across the board, including increased revenue, margin expansion, and a greater level of overall profitability for the year. Net sales for 2014 increased 21.9% to $492.8 million compared to $404.2 million in 2013, reflecting increased demand levels in our domestic and international markets and corresponding increases in our production levels. Driven by this sales growth, gross profit for 2014 improved to $53.0 million, or 10.8% of net sales, compared to $42.4 million, or 10.5% of net sales, in 2013. Net income in 2014 was $14.9 million, or $1.31 per diluted share, compared to $9.2 million, or $0.82 per diluted share for 2013, an increase in net income of 61.5% year over year. In addition to our increased revenue in 2014, we ended the year with cash and cash equivalents of $39.6 million, and continued to operate with no debt. Receivables and payables increased from the year ago period driven by sales volume growth and our higher production levels. We remain committed to generating value for our shareholders through our strong cash flow, solid balance sheet and the quarterly dividend, which the board of directors increased by 6.7% to $0.16 per share in early 2015. Throughout the year we focused our efforts to maintain operational flexibility, which enabled us to be more effective in the improving global marketplace. We have also continued to broaden our international footprint, and have seen healthy quoting activity on both domestic and international levels, which speaks well for our order pipeline. The level of activity in the current environment gives us confidence in the future prospects of the business and in our ability to continue to strategically add distribution channels around the world in order to take advantage of the long-term opportunities we see in the industry. Looking ahead to 2015, as The World’s Largest Manufacturer of Towing and Recovery Equipment®, we believe our growth opportunity lies in expanding our business geographically while advancing our product offerings, and we see a healthy level of demand to pursue both avenues of growth. With our solid financial position, strong free cash flows, and dedicated employees, we look to continue our momentum into the coming year and continue delivering value to our shareholders. We thank our employees, customers, suppliers and shareholders for their ongoing dedication and support, and look forward to continuing our hard work and successful execution in 2015. Jeffrey I. Badgley William G. Miller, II Co-Chief Executive Officer Co-Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR " TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________________ to ____________________________ Commission File No. 001-14124 MILLER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Tennessee 62-1566286 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8503 Hilltop Drive, Ooltewah, Tennessee 37363 (Address of principal executive offices) (Zip Code) (423) 238-4171 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, par value $.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. " Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. " Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes " No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes " No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. " Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer " Accelerated Filer Non-accelerated Filer " Smaller Reporting Company " Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). " Yes No The aggregate market value of the voting stock held by non-affiliates of the registrant (which for purposes hereof are all holders other than executive officers, directors and holders of more than 10% of the registrant’s Common Stock) as of June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter) was $188,535,170 (based on 9,161,087 shares held by non-affiliates at $20.58 per share, the last sale price reported on the New York Stock Exchange on June 30, 2014). At February 27, 2015 there were 11,307,150 shares of the registrant’s common stock, par value $0.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III (Items 10, 11, 12, 13 and 14) is incorporated herein by reference to the Registrant’s definitive proxy statement for its 2014 Annual Meeting of Shareholders which is to be filed pursuant to Regulation 14A. TABLE OF CONTENTS PART I ITEM 1. BUSINESS 2 ITEM 1A. RISK FACTORS 8 ITEM 1B UNRESOLVED STAFF COMMENTS 12 ITEM 2. PROPERTIES 12 ITEM 3. LEGAL PROCEEDINGS 12 ITEM 4. MINE SAFETY DISCLOSURES 12 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 13 ITEM 6. SELECTED FINANCIAL DATA 15 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 16 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 21 ITEM 9A. CONTROLS AND PROCEDURES 22 ITEM 9B. OTHER INFORMATION 24 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 ITEM 11. EXECUTIVE COMPENSATION 25 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 25 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 25 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 25 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 26 i CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report, including but not limited to statements made in Part II–Item 7–”Management’s Discussion and Analysis of Financial Condition and Results of Operations,” statements made with respect to future operating results, expectations of future customer orders and the availability of resources necessary for our business may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “continue,” “future,” “potential,” “believe,” “project,” “plan,” “intend,” “seek,” “estimate,” “predict,” “expect,” “anticipate” and similar expressions, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. Our actual results may differ materially from the results anticipated in these forward-looking statements due to, among other things: the cyclical nature of our industry and changes
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