EX-99.1 2 sup-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

 

On August 31, 2023 (the “Filing Date”), Superior Industries International, Inc.’s (“Superior” or the “Company”) subsidiary, Superior Industry Production Germany GmbH (“SPG”) filed voluntary petitions for preliminary insolvency proceedings in the Neustadt an der Weinstrasse, Germany Insolvency Court (the “Insolvency Court”) seeking relief under the German Insolvency Code (the "Insolvency Code") pursuant to Sections 270ss. As a result of SPG’s filing and applicable U.S. generally accepted accounting principles, the Company has concluded that it will no longer control SPG, and therefore, SPG will be deconsolidated from the Company’s consolidated financial statements effective as of the Filing Date.

 

The Company determined that the deconsolidation of SPG does not meet the criteria requiring presentation as discontinued operations in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") because it does not represent a strategic shift that will have a major effect on the Company's operations or financial results. The deconsolidation of SPG is considered a disposition of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the unaudited pro forma condensed consolidated financial statements included herein, which were prepared in accordance with Article 11 of Regulation S-X and are based on the historical financial statements of the Company. The historical consolidated financial statements have been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to the deconsolidation of SPG. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by Securities and Exchange Commission rules and regulations.

 

Under the SEC rules applicable to preparation of pro forma financial statements, the following pro forma financial information does not reflect any projected synergies, including any administrative or manufacturing cost savings, resulting from the preliminary insolvency proceedings.

 

The unaudited condensed consolidated pro forma balance sheet as of June 30, 2023 is presented as if the deconsolidation of SPG had occurred on June 30, 2023. The unaudited condensed consolidated pro forma statements of income for the six months ended June 30, 2023 and the year ended December 31, 2022 are presented as if the deconsolidation of SPG had occurred as of January 1, 2022. Through the Filing Date, SPG’s results continue to be consolidated into the Company’s financial statements and Superior recognizes SPG’s losses in its earnings. Following deconsolidation, Superior will account for its interest in SPG in accordance with the measurement alternative under ASC 321, "Investments - Equity Securities" and initially recognize its investment at the estimated fair value on the Filing Date. The unaudited condensed consolidated pro forma financial information is subject to adjustment and is presented for informational purposes only and does not purport to represent what the Company’s results of operations or financial position would actually have been if deconsolidation had in fact occurred on the dates discussed above. It also does not project or forecast the Company’s consolidated results of operations or financial position for any future date or period.

 

In connection with the deconsolidation, Superior expects to recognize a non-cash charge of approximately $81.7 million in the third quarter of 2023, representing the excess of the carrying value over the estimated preliminary fair value of its interest in, and receivable from, SPG as of the Filing Date (based on the carrying value as of June 30, 2023). As a result, the Company has reduced the value of its investment in SPG to zero in the accompanying unaudited pro forma condensed consolidated balance sheet, as the fair value of SPG's liabilities, including amounts owed to the Company, substantially exceed the fair value of its assets. In addition, as a result of the deconsolidation, the Company has recognized an affiliated receivable due from SPG in the amount of $9.8 million, the estimated fair value of the Company’s claim as a creditor of SPG. The preliminary fair value estimates are subject to further refinement upon completion of the valuation of SPG's property, plant and equipment and definite-lived intangible assets expected to be finalized in connection with the 2023 third quarter close. If the preliminary fair value estimates increase (or decrease) by 10%, 20% or 30%, the resulting charge would decrease (or increase) by $1.0 million, $2.0 million or $2.9 million, respectively. Any increase or decrease in the fair value would result in an increase or decrease in the affiliated receivable due from SPG.

 

The SPG bankruptcy filing will not result in any default under Superior debt agreements.

 

The unaudited pro forma condensed consolidated financial statements of Superior should be read in conjunction with the historical consolidated financial statements of Superior and the related notes included in our 2022 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

 


 

 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

(Unaudited)

 

As Of June 30, 2023

As Reported

 

 

Transaction Accounting Adjustments

 

 

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

181,115

 

 

$

(2,403

)

(a)

 

$

178,712

 

Accounts receivable, net

 

101,017

 

 

 

(4,010

)

(a)

 

 

97,007

 

Inventories, net

 

181,860

 

 

 

(23,513

)

(a)

 

 

158,347

 

Income taxes receivable

 

1,959

 

 

 

 

 

 

 

1,959

 

Other current assets

 

58,421

 

 

 

(4,103

)

(a)

 

 

54,318

 

Total current assets

 

524,372

 

 

 

(34,029

)

 

 

 

490,343

 

Property, plant and equipment, net

 

476,834

 

 

 

(71,963

)

(a)

 

 

404,871

 

Deferred income tax assets, net

 

22,408

 

 

 

(1,685

)

(a)

 

 

20,723

 

Intangibles, net

 

42,492

 

 

 

 

 

 

 

42,492

 

Other noncurrent assets

 

94,106

 

 

 

(2,013

)

(a)

 

 

92,093

 

Affiliated receivable from SPG

$

 

 

 

9,800

 

(d)

 

 

9,800

 

Total assets

$

1,160,212

 

 

$

(99,890

)

 

 

$

1,060,322

 

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

$

148,455

 

 

$

(5,442

)

(a)

 

$

143,013

 

Short-term debt

 

7,236

 

 

 

(447

)

(a)

 

 

6,789

 

Accrued expenses

 

73,616

 

 

 

(8,293

)

(a)

 

 

65,323

 

Income taxes payable

 

1,568

 

 

 

 

 

 

 

1,568

 

Total current liabilities

 

230,875

 

 

 

(14,182

)

 

 

 

216,693

 

Long-term debt (less current portion)

 

607,902

 

 

 

(859

)

(a)

 

 

607,043

 

Noncurrent income tax liabilities

 

7,882

 

 

 

 

 

 

 

7,882

 

Deferred income tax liabilities, net

 

4,583

 

 

 

(1,256

)

(a)

 

 

3,327

 

Other noncurrent liabilities

 

49,923

 

 

 

(1,933

)

(a)

 

 

47,990

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

 

 

 

 

Preferred stock

 

235,143

 

 

 

 

 

 

 

235,143

 

European noncontrolling redeemable equity

 

1,087

 

 

 

 

 

 

 

1,087

 

Shareholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

Common stock

 

110,802

 

 

 

 

 

 

 

110,802

 

    Accumulated other comprehensive loss

 

(17,632

)

 

 

 

 

 

 

(17,632

)

    Retained earnings

 

(70,353

)

 

 

(81,660

)

(b)

 

 

(152,013

)

Total shareholders’ equity (deficit)

 

22,817

 

 

 

(81,660

)

 

 

 

(58,843

)

Total liabilities, mezzanine equity and shareholders’ equity

$

1,160,212

 

 

$

(99,890

)

 

 

$

1,060,322

 

 

Refer to accompanying notes to the Unaudited Pro Form Condensed Consolidated Financial Information.

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SUPERIOR INDUSTRIES INTERNATIONAL, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

Six Months Ended June 30, 2023

 

 

As Reported

 

 

Transaction Accounting Adjustments (c)

 

 

Pro Forma

 

NET SALES

$

753,569

 

 

$

(64,361

)

 

$

689,208

 

Cost of sales

 

677,958

 

 

 

(73,349

)

 

 

604,609

 

GROSS PROFIT

 

75,611

 

 

 

8,988

 

 

 

84,599

 

Selling, general and administrative expenses

 

36,458

 

 

 

(2,938

)

 

 

33,520

 

INCOME FROM OPERATIONS

 

39,153

 

 

 

11,926

 

 

 

51,079

 

Interest expense, net

 

(31,388

)

 

 

332

 

 

 

(31,056

)

Other expense, net

 

(2,787

)

 

 

116

 

 

 

(2,671

)

INCOME BEFORE INCOME TAXES

 

4,978

 

 

 

12,374

 

 

 

17,352

 

Income tax provision

 

(9,092

)

 

 

(98

)

 

 

(9,190

)

NET (LOSS) INCOME

$

(4,114

)

 

$

12,276

 

 

$

8,162

 

LOSS PER SHARE – BASIC (f)

$

(0.84

)

 

 

 

 

$

(0.40

)

LOSS PER SHARE – DILUTED (f)

$

(0.84

)

 

 

 

 

$

(0.40

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – Basic

 

27,669

 

 

 

 

 

 

27,669

 

Weighted average shares outstanding – Diluted

 

27,669

 

 

 

 

 

 

27,669

 

 

 

Year Ended December 31, 2022

 

 

As Reported

 

 

Transaction Accounting Adjustments (c)

 

 

Pro Forma

 

NET SALES

$

1,639,902

 

 

$

(129,736

)

 

$

1,510,166

 

Cost of sales

 

1,473,515

 

 

 

(141,811

)

 

 

1,331,704

 

GROSS PROFIT

 

166,387

 

 

 

12,075

 

 

 

178,462

 

Selling, general and administrative expenses

 

68,347

 

 

 

(1,253

)

 

 

67,094

 

Loss on deconsolidation of SPG

 

 

 

 

81,660

 

 

 

81,660

 

INCOME FROM OPERATIONS

 

98,040

 

 

 

(68,332

)

 

 

29,708

 

Interest expense, net

 

(46,314

)

 

 

 

 

 

(46,314

)

Other expense, net

 

(588

)

 

 

(131

)

 

 

(719

)

INCOME BEFORE INCOME TAXES

 

51,138

 

 

 

(68,463

)

 

 

(17,325

)

Income tax provision

 

(14,104

)

 

 

5,039

 

 

 

(9,065

)

NET (LOSS) INCOME

$

37,034

 

 

$

(63,424

)

 

$

(26,390

)

EARNINGS (LOSS) PER SHARE – BASIC (g)

$

0.02

 

 

 

 

 

$

(2.34

)

EARNINGS (LOSS) PER SHARE – DILUTED (g)

$

0.02

 

 

 

 

 

$

(2.34

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – Basic

 

26,839

 

 

 

 

 

 

26,839

 

Weighted average shares outstanding – Diluted

 

27,590

 

 

 

 

 

 

26,839

 

 

Refer to accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

 

 

3

 


 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

 

(a)
To eliminate assets and liabilities related to the deconsolidation of SPG.
(b)
To adjust stockholders’ equity and recognize the loss on deconsolidation of SPG necessary to adjust the carrying value to fair value.
(c)
To eliminate revenues and expenses related to the deconsolidation of SPG and recognize the loss on deconsolidation of $81.7 million.
(d)
To adjust Superior’s affiliated receivable from SPG to its realizable value of $9.8 million.
(e)
There has been no tax benefit recognized on the loss on deconsolidation since the Company does not believe that the related deferred tax assets would more likely than not be realizable.
(f)
The basic and diluted pro forma loss per share for the six months ended June 30, 2023 of $(0.40) consists of the sum of the pro forma net income of $8.2 million less dividends and accretion on the redeemable preferred stock of $19.1 million divided by the weighted average shares of 27.7 million.
(g)
The basic and diluted pro forma loss per share for the year ended December 31, 2022 of $(2.34) consists of the sum of the net loss of $(26.4) million less dividends and accretion on the redeemable preferred stock of $36.5 million divided by the weighted average shares of 26.8 million.

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