What the changes say
- Miller Industries faces new risks around supply chain component shortages, independent distributor dependency, future acquisitions, and artificial intelligence integration.
What changed since the prior 10-K
New
- NewRisks Relating to Our Operations
Shortages and price increases and/or delays or unexpected cadence or quantities in the deliveries of, our raw materials and purchased component parts, including chassis, have had, and could continue to have, a material adverse effect on our profitability, financial performance, competitive position and reputation
Shortages and price increases of raw materials and chassis components could harm our profitability and reputation.
- NewRisks Relating to Our Operations
Our brands and reputation are dependent on the continued participation and level of service of our numerous independent distributors
We depend on approximately 76 North American and 30 foreign independent distributors to sell our products to end-users.
- NewRisks Relating to Our Operations
We have made acquisitions in the past, and we remain open to opportunities to make acquisitions in the future, which could involve certain risks and uncertainties
Future acquisitions involve integration uncertainties, potential liabilities, and management distractions.
- NewRISKS RELATED TO INDEBTEDNESS AND LIQUIDITY
We leverage artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, results of operations and financial condition
Using artificial intelligence in our operations creates competitive, legal, regulatory, and reputational risks.
Reworded
- 80% rewrittenRisks Relating to Our Operations
Overall demand from our customers may be affected by increases in their fuel costs and changes in weather conditions
Updated to reference a specific fuel price surge in March 2026 and expanded geopolitical risk factors.
Was: Overall demand from our customers may be affected by increases in their fuel and insurance costs and changes in weather conditions
- 69% rewrittenRISKS RELATED TO INDEBTEDNESS AND LIQUIDITY
A disruption in, or breach in security of, information technology (“IT”) systems that we use, or any violation of data protection laws, could adversely impact our business and operations
Expanded to specify that IT systems are managed by both us and third parties.
Was: A disruption in, or breach in security of, our information technology (“IT”) systems or any violation of data protection laws could adversely impact our business and operations
- 59% rewrittenRisks Related to Legal, Regulatory, and Compliance Matters
Environmental and health and safety liabilities and requirements could require us to incur material costs
Updated emission regulation timeline regarding vehicle engine standards prior to June 2025.
- 47% rewrittenRisks Relating to Our Operations
The catastrophic loss of one of our manufacturing facilities could harm our business, financial condition and results of operations
Added specific manufacturing facility locations in France, Italy, and the United Kingdom.
- 39% rewrittenRisks Relating to Our Operations
Macroeconomic trends, availability of financing, and changing interest rates, have and could continue to, adversely affect our business, results of operations or financial condition, as well as our customers’ ability to fund purchases of our products
Updated macroeconomic inflation references and Federal Reserve interest rate actions.
Was: Macroeconomic trends, availability of financing, and changing interest rates, have and could continue to, adversely affect our business, results of operation or financial condition, as well as our customers’ ability to fund purchases of our products
- 36% rewrittenRISKS RELATED TO INDEBTEDNESS AND LIQUIDITY
Our credit facility could restrict our ability to operate our business and failure to comply with its terms could adversely affect our business; our obligations to repurchase products from third-party lenders could adversely impact our future revenues and financial condition
Updated credit facility borrowing figures down to $30.0 million as of December 31, 2025, and $20.0 million as of February 27, 2026.
- 33% rewrittenRisks Relating to Our Operations
Our business operations are subject to various international political, economic and other uncertainties, including any new or increased tariffs, any trade restrictions, or new or ongoing military conflicts, that could materially adversely affect our business results
Added Cuneo, Italy to foreign manufacturing locations and updated 2025 U.S. tariff implementations.
- 24% rewrittenRisks Relating to Our Operations
Our business is subject to the cyclical nature of our industry and changes in consumer confidence and in economic conditions in general. Adverse changes or continued uncertainty with respect to these factors may lead to a downturn in our business
Refined cyclical industry demand factors without altering core towing and recovery market risks.
- 22% rewrittenRISKS RELATED TO INDEBTEDNESS AND LIQUIDITY
Any loss of the services of our key executives could have a material adverse impact on our operations
All 25 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Operations
- 01Shortages and price increases and/or delays or unexpected cadence or quantities in the deliveries of, our raw materials and purchased component parts, including chassis, have had, and could continue to have, a material adverse effect on our profitability, financial performance, competitive position and reputationNew
- 02Demand from our customers and towing operators is affected by the availability of capital and access to credit, as well as rising costs of equipment ownership (including as a result of rising insurance costs)
- 03Macroeconomic trends, availability of financing, and changing interest rates, have and could continue to, adversely affect our business, results of operations or financial condition, as well as our customers’ ability to fund purchases of our products39% rewritten
- 04Our business operations are subject to various international political, economic and other uncertainties, including any new or increased tariffs, any trade restrictions, or new or ongoing military conflicts, that could materially adversely affect our business results33% rewritten
- 05Increases in the cost of skilled labor could adversely impact our business and profitability
- 06Our business is subject to the cyclical nature of our industry and changes in consumer confidence and in economic conditions in general. Adverse changes or continued uncertainty with respect to these factors may lead to a downturn in our business24% rewritten
- 07Our sales to U.S. and other governmental entities through prime contractors are subject to special risks
- 08Overall demand from our customers may be affected by increases in their fuel costs and changes in weather conditions80% rewritten
- 09Our competitors could impede our ability to attract or retain customers
- 10Our brands and reputation are dependent on the continued participation and level of service of our numerous independent distributorsNew
- 11The catastrophic loss of one of our manufacturing facilities could harm our business, financial condition and results of operations47% rewritten
- 12We have made acquisitions in the past, and we remain open to opportunities to make acquisitions in the future, which could involve certain risks and uncertaintiesNew
Risks Related to Legal, Regulatory, and Compliance Matters
- 13Environmental and health and safety liabilities and requirements could require us to incur material costs59% rewritten
- 14Failure to comply with domestic and foreign anti-corruption laws could have an adverse effect on our business
- 15Our future success depends upon our ability to develop or acquire proprietary products and technology and assertions against us relating to intellectual property rights could harm our business
- 16Changes in the tax regimes and related government policies and regulations in the countries in which we operate, including the imposition of new or increased tariffs and any resulting trade wars, could adversely affect our results and our effective tax rate
- 17A product warranty or product liability claim in excess of our insurance coverage, or an inability to acquire or maintain insurance at commercially reasonable rates, could have a material adverse effect upon our business
- 18The effects of regulations relating to conflict minerals may adversely affect our business
RISKS RELATED TO OUR COMMON STOCK
- 19Our stock price may fluctuate greatly as a result of the general volatility of the stock market, or from our involvement with activist shareholders
- 20Our charter and bylaws contain anti-takeover provisions that may make it more difficult or expensive to acquire us in the future or may negatively affect our stock price
RISKS RELATED TO INDEBTEDNESS AND LIQUIDITY
- 21Our credit facility could restrict our ability to operate our business and failure to comply with its terms could adversely affect our business; our obligations to repurchase products from third-party lenders could adversely impact our future revenues and financial condition36% rewritten
- 22We cannot assure you that we will continue to declare dividends on our common stock
- 23A disruption in, or breach in security of, information technology (“IT”) systems that we use, or any violation of data protection laws, could adversely impact our business and operations69% rewritten
- 24We leverage artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, results of operations and financial conditionNew
- 25Any loss of the services of our key executives could have a material adverse impact on our operations22% rewritten
Other Miller Industries 10-Ks
- FY2024 10-K risk factors21 risks
Customer access to floor plan financing and credit availability heavily dictates product demand and purchasing volume. International operations in Europe face manufacturing, tariff, and geopolitical uncertainties. Substantial debt of $70.0 million under our credit facility imposes operating restrictions.
Filed Mar 05, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.