8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 04, 2023

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6615	95-2594729
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
26600 Telegraph Road Suite 400
Southfield, Michigan		48033
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 248 352-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SUP	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 4, 2023, Superior Industries International, Inc. (“Superior”) issued a press release announcing the results of operations for the first quarter ended March 31, 2023 and provided the outlook for 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Exhibit Description
99.1	Press Release, dated May 4, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Date:	May 4, 2023	By:	/s/ David M. Sherbin
			David M. Sherbin Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

EX-99

Exhibit 99.1

News Release

Superior Reports First Quarter 2023 Financial Results

Delivered Value-Added Sales and Content per Wheel growth

Ongoing focus on commercial discipline and efficiencies to support free cash flow

First Quarter 2023 Financial Highlights:

•Net Sales decreased 5% YoY to $381M

•Value-Added Sales Adjusted for FX1 increased 9% YoY to $207M

•Net loss of $4M; YoY decrease of $14M

•Adjusted EBITDA1 decreased 8% YoY to $46M

•Cash Flow from Operations of $39M; reduced Net Debt1 to low of $421M

•Content per Wheel1 of $53.67, up 16% YoY

SOUTHFIELD, MICHIGAN – May 4, 2023 – Superior Industries International, Inc. (“Superior” or the “Company”) (NYSE:SUP) today reported financial results for the first quarter ended March 31, 2023.

($ in millions and units in thousands)
	Three Months
	1Q 2023		1Q 2022
Units
North America		2,197		2,291
Europe		1,661		1,793
Global		3,858		4,084
Net Sales
North America	$	211.6	$	227.2
Europe		169.3		173.3
Global	$	381.0	$	400.5
Value-Added Sales (1)
North America	$	105.8	$	97.9
Europe		96.9		91.5
Global	$	202.7	$	189.4

“I’m pleased with our results in the first quarter as we continue to deliver on our value creation roadmap despite persistent headwinds, specifically our success in aligning our pricing to offset rising input costs and in delivering growth. We achieved solid growth in Value-Added Sales and Content per Wheel, notwithstanding a weak aftermarket in Europe. These results highlight the agility of our teams and the strength of our differentiated product portfolio,” commented Majdi Abulaban, President and Chief Executive Officer of Superior. “To mitigate enduring cost inflation and other operating challenges, we are continuing to collaborate with customers for price adjustments where appropriate, while also taking steps to optimize our cost structure. Further,

1 See “Non-GAAP Financial Measures” below for a definition and reconciliation to the most comparable GAAP measure.

we launched an initiative to reduce manufacturing and administrative overhead during the quarter to support the long-term profitability of our business.”

“Our focus on free cash flow and deleveraging of the balance sheet has improved our financial profile and ability to weather macroeconomic uncertainties and other challenges,” continued Mr. Abulaban. “We remain confident in our ability to capitalize on secular trends and demand for premium wheels to advance our competitive position. Leveraging our operational strength and robust portfolio, we look forward to driving further progress while delivering sustained value for shareholders.”

First Quarter Results

Net sales for the first quarter of 2023 were $381 million, compared to net sales of $401 million in the prior year period. The decline in net sales compared to the prior year period is due to foreign exchange, lower cost of aluminum and lower unit shipments. Value-Added Sales, a Non-GAAP financial measure, was $203 million for the first quarter of 2023, compared to $189 million in the prior year period. Value-Added Sales increased compared to the prior year period notwithstanding the decline in unit shipments because of the pass-through of cost inflation to customers. Content per Wheel, a Non-GAAP financial measure, was $53.67, up 16% compared to the prior year quarter, due to the continuing preference for larger wheels with more complex finishes and pricing. See “Non-GAAP Financial Measures” below and the reconciliation of consolidated net sales to Value-Added Sales and Value-Added Sales Adjusted for Foreign Exchange in this press release.

Gross profit for the first quarter of 2023 was $35 million, compared to $41 million in the prior year period, because of fewer unit shipments and restructuring charges associated with the initiative to reduce our fixed cost structure.

Selling, general, and administrative (“SG&A”) expenses for the first quarter of 2023 were $19 million, compared to $17 million in the prior year period. The increase is due to restructuring charges associated with the initiative to reduce administrative expenses.

Operating income for the first quarter of 2023 was $15 million, compared to $24 million in the prior year period. The decrease is due to lower gross profit and higher SG&A expenses.

The tax provision for the first quarter of 2023 was $3 million, compared to a provision of $4 million in the first quarter of 2022.

For the first quarter of 2023, the Company reported a net loss of $4 million, or loss per diluted share of $0.49. This compares to net income of $10 million, and earnings per diluted share of $0.04, in the first quarter of 2022. See “Earnings per Share Calculation” in this press release.

Adjusted EBITDA, a Non-GAAP financial measure, was $46 million for the first quarter of 2023, or 22% of Value-Added Sales, which compares to $49 million, or 26% of Value-Added Sales, in the prior year period. The decrease in Adjusted EBITDA was due to lower operating income. The decrease in Adjusted EBITDA margin was primarily due to higher recovery of cost inflation

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from customers in Q1 of 2022, as well as lower unit shipments in Q1 of 2023. See “Non-GAAP Financial Measures” below and the reconciliation of net income to Adjusted EBITDA in this press release.

The Company reported cash flow provided by operating activities of $39 million in the first quarter of 2023, compared to $45 million during the first quarter of 2022. Free Cash Flow, a Non-GAAP financial measure, for the first quarter was $17 million, compared to $22 million in the prior year period. See “Non-GAAP Financial Measures” below and the reconciliation of cash flow from operations to Free Cash Flow in this press release.

Financial Position

As of March 31, 2023, Superior had funded debt of $650 million and Net Debt, a Non-GAAP financial measure, of $421 million, compared to funded debt of $611 million and Net Debt of $477 million as of March 31, 2022. The decline in Net Debt is primarily due to Free Cash Flow for the twelve months ended March 31, 2023. See “Non-GAAP Financial Measures” below and the reconciliation of funded debt to Net Debt in this press release.

2023 Outlook

Macroeconomic uncertainty in the second half of 2023 is increasing. As a result, Superior is narrowing its full year 2023 outlook as follows:

	FY 2023 Outlook
Unit Shipments	15.0 - 15.8 million
Net Sales	$1.55 - $1.63 billion
Value-Added Sales	$755 - $795 million
Adjusted EBITDA	$170 - $190 million
Cash Flow from Operations	$110 - $130 million
Capital Expenditures	~$65 million

Value-Added Sales and Adjusted EBITDA are Non-GAAP measures, as defined below. In reliance on the safe harbor provided under section 10(e) of Regulation S-K, Superior has not quantitatively reconciled from net income, the most comparable GAAP measure, to Adjusted EBITDA presented in the 2023 outlook, as Superior is unable to quantify certain amounts included in net income without unreasonable efforts and due to the inherent uncertainty regarding such variables. Superior also believes that such reconciliation would imply a degree of precision that could potentially be confusing or misleading to investors. However, the magnitude of these amounts may be significant.

Conference Call

Superior will host a conference call beginning at 8:30 AM ET on Thursday, May 4, 2023. The conference call may be accessed by dialing +1 786-697-3501 for participants in the U.S./Canada or 866-580-3963 for participants outside the U.S./Canada using the required conference ID

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5042023. The live conference call can also be accessed by logging into the Company’s website at www.supind.com or by clicking this link: earnings call webcast. A replay of the webcast will be available on the Company’s website immediately following the conclusion of the call.

During the conference call, the Company's management plans to review operating results and discuss financial and operating matters. In addition, management may disclose material information in response to questions posed by participants during the call.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team collaborates with customers to design, engineer, and manufacture a wide variety of innovative and high-quality products utilizing the latest light weighting and finishing technologies. Superior serves the European aftermarket with the brands ATS®, RIAL®, ALUTEC®, and ANZIO®. Headquartered in Southfield, Michigan, Superior is listed on the New York Stock Exchange. For more information, please visit www.supind.com.

Non-GAAP Financial Measures

In addition to the results reported in accordance with GAAP included throughout this earnings release, this release refers to the following Non-GAAP measures:

“Adjusted EBITDA,” defined as earnings before interest income and expense, income taxes, depreciation, amortization, restructuring charges and other closure costs and impairments of long-lived assets and investments, changes in fair value of redeemable preferred stock embedded derivative, acquisition and integration, certain hiring and separation related costs, proxy contest fees, gains associated with early debt extinguishment and accounts receivable factoring fees. “Value-Added Sales," defined as net sales less the value of aluminum and other costs, as well as outsourced service provider (“OSP”) costs that are included in net sales. “Value-Added Sales Adjusted for FX," which is also referred to as “Value-Added Sales Adjusted for Foreign Exchange,” defined as Value-Added Sales adjusted for the impact of foreign exchange translation. “Content per Wheel,” defined as Value-Added Sales Adjusted for Foreign Exchange on a per unit (wheel) shipment basis. “Free Cash Flow,” defined as the net cash from operations, investing activities, and non-debt components of financing activities. “Net Debt,” defined as total funded debt less cash and cash equivalents.

For reconciliations of these Non-GAAP measures to the most directly comparable GAAP measure, see the attached supplemental data pages. Management believes these Non-GAAP measures are useful to management and may be useful to investors in their analysis of Superior’s financial position and results of operations. Further, management uses these Non-GAAP financial measures for planning and forecasting purposes. This Non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP and may be different from similar measures used by other companies.

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as “assumes,”, “may,” “should,” “could,” “will,” “expects,” “expected,” “seeks to,”

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“anticipates,” “plans,” “believes,” “estimates,” “foresee,” “intends,” “outlook,” “guidance,” “predicts,” “projects,” “projecting,” “potential,” “targeting,” “will likely result,” or “continue,” or the negative of such terms and other comparable terminology. These statements also include, but are not limited to, the 2023 outlook included herein, the impact of COVID-19 and the resulting supply chain disruptions, increased energy costs, semiconductor shortages, and rising interest rates, as well as the Ukraine Conflict, on our future growth and earnings. These statements include our belief regarding general automotive industry market conditions and growth rates, as well as domestic and international economic conditions. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties discussed in Superior's Securities and Exchange Commission filings and reports, including Superior’s current Annual Report on Form 10-K, and other reports from time to time filed with the Securities and Exchange Commission. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this release.

Contact:

Superior Investor Relations

(248) 234-7104

Investor.Relations@supind.com

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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Condensed Consolidated Statements of Income (Loss) (Unaudited)
(Dollars in Millions, Except Per Share Amounts)
	Three Months
	1Q 2023			1Q 2022
Net Sales	$	381.0		$	400.5
Cost of Sales		346.4			359.9
Gross Profit	$	34.6		$	40.6
SG&A Expenses		19.4			17.0
Income From Operations	$	15.1		$	23.6
Interest Expense, net		(15.7	)		(10.0	)
Other Expense, net		(0.2	)		(0.1	)
(Loss) Income Before Income Taxes	$	(0.7	)	$	13.6
Income Tax Provision		(3.3	)		(3.5	)
Net (Loss) Income	$	(4.0	)	$	10.1
(Loss) Earnings Per Share:
Basic	$	(0.49	)	$	0.04
Diluted	$	(0.49	)	$	0.04
Weighted Average and Equivalent Shares Outstanding for EPS (in Thousands):
Basic		27,299			26,397
Diluted		27,299			27,414
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in Millions)
	3/31/2023			12/31/2022
Current Assets	$	556.4		$	508.9
Property, Plant and Equipment, net		483.3			474.0
Intangibles and Other Assets		156.0			150.9
Total Assets	$	1,195.6		$	1,133.7
Current Liabilities	$	295.1		$	251.3
Long-Term Liabilities		679.0			683.8
Redeemable Preferred Shares		228.9			222.8
European Non-controlling Redeemable Equity		1.1			1.1
Shareholders’ Deficit		(8.5	)		(25.3	)
Total Liabilities and Shareholders’ Deficit	$	1,195.6		$	1,133.7

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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Millions)
	Three Months
	1Q 2023			1Q 2022
Net (Loss) Income	$	(4.0	)	$	10.1
Depreciation and Amortization		22.8			24.1
Income tax, Non-cash Changes		2.3			2.0
Stock-based Compensation		0.8			2.6
Amortization of Debt Issuance Costs		1.2			1.2
Other Non-cash Items		2.4			0.3
Changes in Operating Assets and Liabilities:
Accounts Receivable		(13.3	)		(40.4	)
Inventories		(7.2	)		(36.6	)
Other Assets and Liabilities		4.1			4.4
Accounts Payable		32.2			78.1
Income Taxes		(2.4	)		(0.9	)
Cash Flow Provided By Operating Activities	$	38.7		$	45.0
Capital Expenditures		(15.6	)		(18.0	)
Proceeds from Sale of Property, Plant and Equipment		-			0.2
Net Cash Used In Investing Activities	$	(15.6	)	$	(17.8	)
Debt Repayment		(2.2	)		(1.3	)
Cash Dividends		(3.3	)		(3.4	)
Payments Related to Tax Withholdings for Stock-Based Compensation		(3.3	)		(1.6	)
Finance Lease Payments		(0.3	)		(0.3	)
Cash Flow Used In Financing Activities	$	(9.2	)	$	(6.7	)
Effect of Exchange Rate on Cash		1.6			(0.3	)
Net Change in Cash	$	15.6		$	20.2
Cash - Beginning		213.0			113.5
Cash - Ending	$	228.6		$	133.7

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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Earnings Per Share Calculation (Unaudited)
(Dollars and Outstanding Shares in Millions, Except Per Share Amounts)
	Three Months
	1Q 2023			1Q 2022
Basic EPS Calculation(1)
Net (Loss) Income	$	(4.0	)	$	10.1
Less: Accretion of Preferred Stock		(6.1	)		(5.5	)
Less: Redeemable Preferred Stock Dividends		(3.3	)		(3.4	)
Numerator	$	(13.4	)	$	1.2
Denominator:  Weighted Avg. Shares Outstanding		27.3			26.4
Basic (Loss) Earnings Per Share	$	(0.49	)	$	0.04
Diluted EPS Calculation(1)
Net (Loss) Income	$	(4.0	)	$	10.1
Less: Accretion of Preferred Stock		(6.1	)		(5.5	)
Less: Redeemable Preferred Stock Dividends		(3.3	)		(3.4	)
Numerator	$	(13.4	)	$	1.2
Weighted Avg. Shares Outstanding-Basic		27.3			26.4
Dilutive Stock Options and Restricted Stock Units		-			1.0
Denominator:  Weighted Avg. Shares Outstanding		27.3			27.4
Diluted (Loss) Earnings Per Share	$	(0.49	)	$	0.04
(1) Basic earnings per share is computed by dividing net income (loss), after deducting preferred dividends and accretion and European non-controlling redeemable equity dividends, by the weighted average number of common shares outstanding. For purposes of calculating diluted earnings per share, the weighted average shares outstanding includes the dilutive effect of outstanding stock options and time and performance based restricted stock units under the treasury stock method. The redeemable preferred shares are not included in the diluted earnings per share because the conversion would be anti-dilutive for the periods ended March 31, 2023 and 2022.

SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Non-GAAP Financial Measures (Unaudited)
(Dollars in Millions and Units in Thousands, Except Per Wheel)
Value-Added Sales; Value-Added Sales Adjusted for Foreign Exchange; and Content per Wheel
	Three Months
	1Q 2023			1Q 2022
Net Sales	$	381.0		$	400.5
Less: Aluminum, Other Costs, and Outside Service Provider Costs		(178.3	)		(211.1	)
Value-Added Sales	$	202.7		$	189.4
Currency Impact on Current Period Value-Added Sales		4.4			-
Value-Added Sales Adjusted for Foreign Exchange	$	207.1		$	189.4
Wheels Shipped		3,858			4,084
Content per Wheel	$	53.67		$	46.38

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Free Cash Flow	Three Months
	1Q 2023			1Q 2022
Cash Flow Provided By Operating Activities	$	38.7		$	45.0
Net Cash Used In Investing Activities		(15.6	)		(17.8	)
Cash Payments for Non-debt Financing Activities		(6.6	)		(5.0	)
Free Cash Flow	$	16.5		$	22.2

Adjusted EBITDA	Three Months
	1Q 2023			1Q 2022
Net (Loss) Income	$	(4.0	)	$	10.1
Adjusting Items:
- Interest Expense, net		15.7			10.0
- Income Tax Provision		3.3			3.5
- Depreciation		18.0			17.8
- Amortization		4.8			6.2
- Restructuring and Other		6.7			1.0
- Factoring Fees		1.0			0.6
	$	49.5		$	39.1
Adjusted EBITDA	$	45.5		$	49.2

Net Debt
	3/31/2023			3/31/2022
Long Term Debt (Less Current Portion) (1)	$	639.8		$	605.0
Short Term Debt		10.0			6.0
Total Debt (1)		649.8			611.0
Less: Cash and Cash Equivalents		(228.6	)		(133.7	)
Net Debt	$	421.2		$	477.3
(1) Excluding Debt Issuance Cost

Outlook for Full Year 2023 Value-Added Sales	Outlook Range
Net Sales Outlook	$	1,550.0		$	1,630.0
Less: Aluminum, Other Costs, and Outside Service Provider Costs		(795.0	)		(835.0	)
Value-Added Sales Outlook	$	755.0		$	795.0

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Document And Entity Information	May 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2023
Entity Registrant Name	SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Entity Central Index Key	0000095552
Entity Emerging Growth Company	false
Securities Act File Number	1-6615
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2594729
Entity Address, Address Line One	26600 Telegraph Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Southfield
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48033
City Area Code	248
Local Phone Number	352-7300
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SUP
Security Exchange Name	NYSE