UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-06615 SUPERIOR INDUSTRIES INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-2594729 (State or Other Jur ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the unaudited quarterly financial statements, management's analysis, and market risk disclosures [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited statements reveal a net loss and a going concern warning due to the subsequent loss of major customers [Condensed Consolidated Statements of Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) The company's Q1 2025 net loss improved year-over-year despite a decline in gross profit on slightly higher sales Condensed Consolidated Statements of Income (Loss) (in thousands, except per share amounts) | Financial Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **NET SALES** | $321,602 | $316,276 | | **GROSS PROFIT** | $16,100 | $21,146 | | **INCOME (LOSS) FROM OPERATIONS** | $622 | $314 | | **NET INCOME (LOSS)** | $(12,929) | $(32,749) | | **EARNINGS (LOSS) PER SHARE – DILUTED** | $(0.92) | $(1.52) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and liabilities increased as of March 31, 2025, while the shareholders' deficit continued to widen Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $54,458 | $40,110 | | Total current assets | $335,086 | $308,761 | | Total assets | $763,779 | $740,129 | | Total current liabilities | $224,513 | $195,926 | | Long-term debt | $481,763 | $481,449 | | Total shareholders' equity (deficit) | $(288,661) | $(276,218) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations improved significantly in Q1 2025, driven by favorable working capital changes Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $23,507 | $3,470 | | Net cash used by investing activities | $(5,964) | $(6,618) | | Net cash used by financing activities | $(4,357) | $(6,548) | | Net change in cash and cash equivalents | $14,348 | $(10,535) | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures include a going concern warning, segment performance details, and expected future asset impairments - **Going Concern Warning:** Subsequent to March 31, 2025, the company was notified by certain North American customers of their intent to resource substantially all purchase orders to other suppliers[20](index=20&type=chunk)[21](index=21&type=chunk) - These customers represented approximately **40% of 2024 consolidated net sales**, which, combined with the suspension of factoring arrangements, raises substantial doubt about the Company's ability to continue as a going concern[20](index=20&type=chunk)[21](index=21&type=chunk) - **Subsequent Events:** The company expects to record **material asset impairment charges** in the second quarter of 2025 related to inventory, deferred tax assets, and property, plant, and equipment in North America due to the loss of business[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) - The company has a **$520.0 million Term Loan Facility** and a **$60.0 million Revolving Credit Facility**, and it expects it will not be able to meet financial covenants as early as June 30, 2025[21](index=21&type=chunk)[46](index=46&type=chunk)[50](index=50&type=chunk) Segment Performance - Q1 2025 vs Q1 2024 (in thousands) | Segment | Net Sales (Q1 2025) | Net Sales (Q1 2024) | Income (Loss) from Operations (Q1 2025) | Income (Loss) from Operations (Q1 2024) | | :--- | :--- | :--- | :--- | :--- | | North America | $203,708 | $193,508 | $4,935 | $8,082 | | Europe | $117,894 | $122,768 | $(4,313) | $(7,768) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management highlights severe liquidity challenges and going concern doubts following the loss of key customers - Subsequent to Q1 2025, certain North American customers, representing **~33% of projected 2025 sales** and **40% of 2024 sales**, notified the company of their intent to resource all business to other suppliers[98](index=98&type=chunk) - Due to customer losses and suspension of factoring programs, management does not expect to have sufficient liquidity to fund operations over the next twelve months and anticipates **breaching debt covenants as early as June 30, 2025**, raising substantial doubt about its ability to continue as a going concern[99](index=99&type=chunk)[125](index=125&type=chunk) - The company has engaged financial advisors to **explore strategic alternatives**, including new debt/equity financing, asset sales, and is in discussions with lenders for potential new financing and covenant relief[126](index=126&type=chunk) Q1 2025 vs Q1 2024 Key Metrics (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Sales | $321,602 | $316,276 | | Gross Profit | $16,100 | $21,146 | | Net Loss | $(12,929) | $(32,749) | | Adjusted EBITDA | $25,088 | $30,849 | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from this disclosure requirement as a smaller reporting company - As a smaller reporting company, the Company is not required to provide the information required by this item[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2025, the **Company's disclosure controls and procedures were effective**[155](index=155&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[156](index=156&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part covers legal proceedings, updated risk factors, and other required corporate disclosures [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company discloses an ongoing anti-competitive conduct investigation by German authorities with an unknown outcome - In March 2022, the **German Federal Cartel Office began an investigation** into European light alloy wheel manufacturers, including a subsidiary of the Company, on suspicion of anti-competitive conduct[160](index=160&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) A critical new risk factor regarding the company's ability to continue as a going concern has been added - A new significant risk factor has been added: The company's current cash and liquidity projections raise **substantial doubt about its ability to continue as a going concern**[162](index=162&type=chunk) - The going concern issue stems from the **loss of customers representing 40% of 2024 net sales** and the suspension of factoring programs, which will significantly affect cash generation[162](index=162&type=chunk) - The company expects it will **not be able to meet financial covenants** under its Credit Agreements as early as June 30, 2025, without new funding or waivers[162](index=162&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - None[164](index=164&type=chunk) [Item 3. Defaults upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities occurred during the reporting period - None[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company's operations - Not applicable[166](index=166&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) No other material information was required to be reported during the period - None[167](index=167&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including credit agreement amendments and SOX certifications - Key exhibits include the First Amendment to the Amended and Restated Credit Agreement and CEO/CFO certifications[169](index=169&type=chunk)

Financial Data and Key Metrics Changes - Net sales for Q1 2025 were $322 million, compared to $316 million in the prior year period, indicating a slight increase [15] - Adjusted EBITDA for Q1 2025 was $25 million, with a margin of 15%, down from $31 million and 18% in the prior year [16] - The net loss for Q1 2025 was $13 million, which is a $20 million improvement compared to the same period last year [16] - Unlevered free cash flow increased to $33 million from $8 million in the prior year, driven by lower working capital [18] - Total cash on the balance sheet as of March 31, 2025, was $54 million, with no amounts drawn on the $60 million revolving credit facility [18] Business Line Data and Key Metrics Changes - Value-added sales decreased by approximately $3 million compared to the prior year, primarily due to lower unit sales and negative FX impact, partially offset by favorable pricing [16] - The company experienced a setback in April when certain North American customers notified them of a shift in sourcing, representing 33% of expected revenue for 2025 [6] Market Data and Key Metrics Changes - The company noted an unprecedented level of quoting activity, with over 53 million lifetime views year-to-date, which is double the level compared to the same time last year [5][11] - Tariff dynamics in Europe and North America are creating significant opportunities, with tariffs on Chinese imports exceeding 100% and Moroccan imports into Europe nearly 50% [10] Company Strategy and Development Direction - The company is focusing on a recapitalization transaction to significantly deleverage the balance sheet and improve financial strength [8][21] - The strategy includes enhancing the local manufacturing footprint in Mexico and Poland to support existing and new customers [5][11] - The company aims to recover recent contract losses through short-term opportunities and is committed to pursuing recovery of these customers [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging macroeconomic environment but expressed confidence in the company's ability to navigate through it [4][13] - The company is suspending its full-year 2025 guidance due to uncertainties stemming from recent events and ongoing discussions with lenders [21] Other Important Information - The company is actively engaged in discussions with lenders for covenant relief and additional term loans to secure short-term liquidity [6][20] - A successful recapitalization transaction is expected to provide financial stability and improve the long-term capital structure [21] Q&A Session Summary - No questions were taken during the call, as the company focused on providing updates regarding its financial situation and strategic direction [22]

Superior Industries International (SUP) Q1 2025 Earnings Call May 12, 2025 08:30 AM ET Company Participants Dan Lee - Senior VP & CFOMajdi Abulaban - President and CEO Operator Thank you for standing by. My name is Argy, and I will be your conference operator today. At this time, I would like to welcome everyone to the Superior Industries First Quarter twenty twenty five Earnings Call. We are joined this morning by Madji Abulaban, President and CEO Dan Lee, Senior Vice President and CFO. All lines have been ...

Financial Data and Key Metrics Changes - Net sales for Q1 2025 were $322 million, compared to $316 million in the prior year period, indicating a slight increase [15] - Adjusted EBITDA for Q1 2025 was $25 million, with a margin of 15%, down from $31 million and 18% in the prior year [16] - The net loss for Q1 2025 was $13 million, which is a $20 million improvement compared to the same period last year [16] - Unlevered free cash flow increased to $33 million from $8 million in the prior year, driven by lower working capital [19] Business Line Data and Key Metrics Changes - Value-added sales decreased by approximately $3 million compared to the prior year, primarily due to lower unit sales and negative FX impact, partially offset by favorable pricing [16] - The adjusted EBITDA margin decreased due to unfavorable cost absorption from lower production volumes and metal timing [17] Market Data and Key Metrics Changes - The company experienced a significant increase in quoting activity, with over 53 million lifetime views year-to-date, double the level compared to the same time last year [5][11] - Tariff dynamics have created a favorable environment for localization in North America and Europe, with tariffs on Chinese imports exceeding 100% and Moroccan imports nearly 50% [10] Company Strategy and Development Direction - The company is focusing on securing short-term liquidity and is in discussions for a broader recapitalization transaction to deleverage the balance sheet [7][21] - The strategy includes enhancing the local manufacturing footprint in Mexico and Poland to capitalize on localization trends [5][11] - The company aims to position itself as a premier wheel solutions provider with a strong capital structure [7] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging macroeconomic environment but highlighted the company's competitive advantages and opportunities arising from tariff pressures [4][5] - The company is suspending its full-year 2025 guidance due to uncertainties stemming from recent events and ongoing discussions with lenders [22] Other Important Information - The company has received a commitment letter from term loan lenders for up to $70 million in additional term loans, subject to certain conditions [21] - Total cash on the balance sheet as of March 31, 2025, was $54 million, with no amounts drawn on the $60 million revolving credit facility [20] Q&A Session Summary - There were no questions taken during the call, as management focused on providing updates and expressing gratitude for the team's efforts in a challenging environment [23]

First Quarter 2025 Earnings Conference Call May 12, 2025 Forward-Looking Statements and Non-GAAP Financial Measures Forward-Looking Statements This presentation and webcast 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," "shou ...

Financial Performance - Net Sales for Q1 2025 were $322 million, an increase from $316 million in Q1 2024, primarily driven by higher aluminum costs and product pricing[11] - Value-Added Sales for Q1 2025 were $169 million, down from $172 million in Q1 2024, with Value-Added Sales Adjusted for Foreign Exchange at $171 million, relatively flat year-over-year[11] - The Company reported a Net Loss of $13 million for Q1 2025, improving from a Net Loss of $33 million in Q1 2024, resulting in a Loss per Diluted Share of $0.92 compared to $1.52 in the prior year[14] - Adjusted EBITDA for Q1 2025 was $25 million, representing 15% of Value-Added Sales, down from $31 million or 18% in Q1 2024[15] - Net income improved to a loss of $12.9 million in Q1 2025, compared to a loss of $32.7 million in Q1 2024, reflecting a reduction in losses by 60.5%[35] - The company reported an adjusted EBITDA of $25.1 million for Q1 2025, down from $30.8 million in Q1 2024, a decline of 18.5%[38] Cash Flow and Debt Management - Cash Flow Provided by Operating Activities increased to $24 million in Q1 2025, compared to $3 million in Q1 2024, primarily due to changes in working capital[16] - Unlevered Free Cash Flow for Q1 2025 was $33 million, an increase of $25 million compared to the prior period[17] - Free cash flow for Q1 2025 was $16.8 million, a significant improvement compared to a negative free cash flow of $7.5 million in Q1 2024[39] - Total Debt as of March 31, 2025, was $516 million, with Net Debt at $462 million, a decrease from $520 million and $480 million respectively at the end of 2024[18][19] - Net debt decreased to $462.0 million as of March 31, 2025, down from $479.7 million on December 31, 2024, a reduction of 3.6%[39] Operational Metrics - The company shipped 3,419 wheels in Q1 2025, a decrease of 5.6% from 3,623 wheels in Q1 2024[38] - The content per wheel increased to $49.90 in Q1 2025, compared to $47.53 in Q1 2024, reflecting a growth of 4.9%[38] Guidance and Strategic Initiatives - The Company is withdrawing its 2025 fiscal year guidance due to macroeconomic uncertainties and recent customer volume losses[20] - Superior is engaged in discussions for a recapitalization transaction aimed at reducing debt and enhancing financial flexibility[8] Market Trends and Asset Management - The Company is experiencing unprecedented RFQ levels driven by localization trends among OEM customers in response to tariffs[9] - Total assets increased to $763.8 million as of March 31, 2025, up from $740.1 million on December 31, 2024, representing a growth of 3.0%[33] - Total current liabilities rose to $224.5 million as of March 31, 2025, compared to $195.9 million on December 31, 2024, an increase of 14.6%[33]

PART I [Business](index=5&type=section&id=Item%201.%20Business) Superior Industries designs and manufactures aluminum wheels for OEMs in North America and Europe, with 92% of 2024 sales from OEMs, consolidating European manufacturing in Poland after a 2023 German subsidiary deconsolidation - The company's principal business is designing and manufacturing aluminum wheels for OEMs, which accounted for about **92% of sales in 2024**[16](index=16&type=chunk)[18](index=18&type=chunk) - The company operates and reports in two segments: North America (manufacturing primarily in Mexico) and Europe (production now concentrated in Poland following the deconsolidation of its German subsidiary)[19](index=19&type=chunk)[28](index=28&type=chunk) - On August 31, 2023, the German subsidiary, Superior Industries Production Germany GmbH (SPG), filed for insolvency and was deconsolidated from the company's financial statements[17](index=17&type=chunk) Customer Concentration (% of Consolidated Net Sales) | Customer | 2024 | 2023 | | :--- | :--- | :--- | | GM | 24% | 21% | | Ford | 16% | 15% | | VW Group | 12% | 15% | | Toyota | 12% | 11% | - Aluminum is the primary raw material, with price adjustment clauses with OEM customers to mitigate aluminum price risk, and derivatives used to hedge this risk for its aftermarket business[30](index=30&type=chunk)[31](index=31&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from automotive industry cyclicality, intense competition, high customer concentration, a highly leveraged capital structure, raw material cost fluctuations, trade tariffs, and cybersecurity threats - The business is exposed to the cyclicality of the automotive industry and operates in a highly competitive global market, facing pricing pressure from competitors in low-cost countries[41](index=41&type=chunk)[42](index=42&type=chunk) - A limited number of customers, including GM, Ford, VW Group, and Toyota, represent a large percentage of sales (**77% in 2024**), making the company vulnerable to shifts in their demand or purchasing decisions[47](index=47&type=chunk) - The company is exposed to cost fluctuations for raw materials like aluminum, silicon, and energy, with OEM contracts allowing for pass-through of aluminum costs, but the aftermarket business not similarly protected[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - The company has a heavily leveraged capital structure and does not expect to generate sufficient cash to repay all its indebtedness by maturity, making it dependent on accessing capital markets for refinancing[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk) - International operations, particularly manufacturing in Mexico and Poland, expose the company to risks from trade agreements, tariffs, and foreign currency fluctuations, with recently announced U.S. tariffs on imports from Mexico, Canada, and China posing a significant risk[62](index=62&type=chunk)[64](index=64&type=chunk)[67](index=67&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[114](index=114&type=chunk) [Cybersecurity](index=27&type=section&id=Item%201C.%20Cybersecurity) Superior's cybersecurity strategy focuses on cyber-resilience using the NIST framework, with Board oversight and CIO management, addressing threats like BEC and legacy system vulnerabilities - The cybersecurity strategy focuses on cyber-resilience, aiming for a zero-trust architecture, and is based on the National Institute of Standards and Technology (NIST) framework[115](index=115&type=chunk)[116](index=116&type=chunk) - Oversight is provided by the Board of Directors and the Audit Committee, with the Chief Information Officer (CIO) having primary management responsibility[120](index=120&type=chunk)[122](index=122&type=chunk) - **Business Email Compromise (BEC)** is identified as a top cybersecurity threat, alongside potential vulnerabilities in business systems and infrastructure[117](index=117&type=chunk) [Properties](index=29&type=section&id=Item%202.%20Properties) The company owns four manufacturing facilities in Mexico and three in Poland for its North American and European operations, while its headquarters and other key facilities are leased - The company owns all its primary manufacturing facilities: **four in Chihuahua, Mexico**, and **three in Stalowa Wola, Poland**[126](index=126&type=chunk)[127](index=127&type=chunk) - Leased properties include the worldwide headquarters in Southfield, Michigan, the European headquarters in Bad Dürkheim, Germany, and shared service centers in Mexico and Poland[126](index=126&type=chunk)[127](index=127&type=chunk) [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a March 2022 German Federal Cartel Office investigation into suspected anti-competitive conduct among European wheel manufacturers - The company is cooperating with an investigation by the German Federal Cartel Office initiated in March 2022 regarding suspected anti-competitive conduct among European wheel manufacturers, with the duration and outcome currently unknown[130](index=130&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[131](index=131&type=chunk) [Information about Our Executive Officers](index=30&type=section&id=Item%204A.%20Information%20about%20Our%20Executive%20Officers) This section provides biographical information for the company's executive officers, who are appointed annually by the Board of Directors Executive Officers as of December 31, 2024 | Name | Age | Position | | :--- | :--- | :--- | | Majdi B. Abulaban | 61 | President and Chief Executive Officer | | Kevin Burke | 56 | Senior Vice President, Chief Human Resources and Sustainability Officer | | Michael Dorah | 59 | Executive Vice President and Chief Operating Officer | | Parveen Kakar | 58 | Senior Vice President, Chief Commercial and Technology Officer | | David Sherbin | 65 | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | | Daniel D. Lee | 54 | Senior Vice President, Chief Financial Officer | | Stacie R. Schulz | 45 | Vice President, Chief Accounting Officer | PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Superior Industries' common stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol "SUP", with approximately 264 holders of record as of February 28, 2025 - The company's common stock is listed on the New York Stock Exchange (NYSE) with the trading symbol "**SUP**"[139](index=139&type=chunk) - As of February 28, 2025, there were approximately **264 holders of record** of the common stock[139](index=139&type=chunk) [Reserved](index=33&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This section is intentionally left blank[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, net sales decreased to $1.27 billion, with a net loss of $78.2 million, an improvement from 2023, while Adjusted EBITDA declined and the company refinanced its debt with a new $520 million term loan [Results of Operations](index=36&type=section&id=7.1%20Results%20of%20Operations) In 2024, net sales decreased by 8.5% to $1.27 billion due to lower pass-through costs and volume, while income from operations improved significantly to $29.3 million, resulting in a net loss of $78.2 million Consolidated Results of Operations (in thousands) | Fiscal Year Ended Dec 31, | 2024 | 2023 | Net Change | | :--- | :--- | :--- | :--- | | Net sales | $1,267,344 | $1,385,283 | $(117,939) | | Gross profit | $110,534 | $115,748 | $(5,214) | | Income (loss) from operations | $29,252 | $(51,448) | $80,700 | | Net income (loss) | $(78,182) | $(92,852) | $14,670 | | Diluted earnings (loss) per share | $(4.25) | $(4.73) | $0.48 | | Adjusted EBITDA | $146,279 | $159,150 | $(12,871) | - The decrease in net sales was primarily driven by lower aluminum and other pass-through costs (**$61.4 million**), reduced volume (**$44.3 million**), and unfavorable product mix and pricing (**$11.7 million**)[154](index=154&type=chunk) - The improvement in income from operations was mainly due to the absence of the **$79.6 million** loss on deconsolidation of a subsidiary that was recorded in 2023[153](index=153&type=chunk)[158](index=158&type=chunk) - Net interest expense increased by **8.0%** to **$67.1 million** in 2024, primarily due to the upsizing of borrowings under the amended term loan[159](index=159&type=chunk) [Segment Analysis](index=39&type=section&id=7.2%20Segment%20Analysis) In 2024, North America's net sales slightly decreased with lower operating income, while Europe's net sales significantly dropped, but its operating loss narrowed due to the absence of a prior-year deconsolidation loss Segment Sales and Income from Operations (in thousands) | Segment | Net Sales 2024 | Net Sales 2023 | Income (Loss) from Ops 2024 | Income (Loss) from Ops 2023 | | :--- | :--- | :--- | :--- | :--- | | North America | $786,124 | $794,386 | $43,010 | $51,791 | | Europe | $481,220 | $590,897 | $(13,758) | $(103,239) | | **Total** | **$1,267,344** | **$1,385,283** | **$29,252** | **$(51,448)** | - North America's operating income decreased by **$8.8 million** due to lower product mix/pricing and higher costs, partially offset by higher volumes[166](index=166&type=chunk) - Europe's operating loss decreased by **$89.5 million**, primarily due to the **$79.6 million** loss on deconsolidation of SPG in 2023 and lower material and conversion costs in 2024[168](index=168&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=40&type=section&id=7.3%20Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) As of December 31, 2024, the company had $44.7 million in liquidity, having refinanced its debt with a new $520.0 million term loan in August 2024, and faces significant obligations from redeemable preferred stock Available Liquidity as of Dec 31, 2024 (in millions) | Source | Amount | | :--- | :--- | | Cash and cash equivalents | $39.7 | | Unused commitments on revolving credit facility | $42.5 | | Minimum contractual liquidity per Credit Agreement | ($37.5) | | **Total available liquidity** | **$44.7** | - On August 14, 2024, the company refinanced its debt, incurring a new **$520.0 million** Term Loan Facility maturing December 15, 2028, and redeeming its **6.000%** Senior Notes due 2025[175](index=175&type=chunk)[189](index=189&type=chunk) - The company's redeemable preferred stock had a carrying value of **$288.5 million** as of Dec 31, 2024, with a potential redemption value of **$320.3 million**, and holders can redeem on or after September 14, 2025[191](index=191&type=chunk)[192](index=192&type=chunk) - Net cash provided by operating activities decreased to **$18.3 million** in 2024 from **$64.4 million** in 2023, primarily due to lower earnings (after adjusting for non-cash items) and changes in working capital[199](index=199&type=chunk)[200](index=200&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Superior Industries is not required to provide the information for this item - The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company[219](index=219&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2024 and 2023, with an unqualified auditor's opinion, highlighting a critical audit matter regarding U.S. deferred tax assets and reporting a 2024 net loss of $78.2 million - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the financial statements and identified the realizability of U.S. deferred tax assets as a critical audit matter due to the significant judgments involved[223](index=223&type=chunk)[227](index=227&type=chunk)[229](index=229&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $308,761 | $459,929 | | Total Assets | $740,129 | $1,030,571 | | Long-term Debt | $481,449 | $610,632 | | Total Liabilities | $721,702 | $878,216 | | Total Shareholders' Equity (Deficit) | $(276,218) | $(85,940) | Consolidated Statement of Cash Flows Highlights (in thousands) | | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $18,313 | $64,431 | | Net cash used by investing activities | $(28,283) | $(45,607) | | Net cash used by financing activities | $(148,339) | $(34,230) | | Net change in cash and cash equivalents | $(161,496) | $(11,416) | - On August 31, 2023, the company's German subsidiary, SPG, filed for insolvency and was deconsolidated, resulting in a loss of **$79.6 million** in 2023[373](index=373&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=95&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - None[377](index=377&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2024, management concluded that disclosure controls and internal control over financial reporting were effective, with the latter assessment audited by Deloitte & Touche LLP - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[378](index=378&type=chunk) - Management determined that internal control over financial reporting was effective as of December 31, 2024, based on the COSO framework, and this was audited by Deloitte & Touche LLP[381](index=381&type=chunk)[382](index=382&type=chunk) [Other Information](index=95&type=section&id=Item%209B.%20Other%20Information) CEO Majdi Abulaban adopted a Rule 10b5-1 trading plan on September 9, 2024, for the potential sale of up to 500,000 shares, expiring June 30, 2025 - CEO Majdi Abulaban adopted a Rule 10b5-1 trading arrangement on September 9, 2024, which provides for the sale of up to **500,000 shares** of common stock and expires on June 30, 2025[385](index=385&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=97&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[387](index=387&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=98&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The information required for this item, including details about directors, executive officers, and corporate governance matters, is incorporated by reference from the company's 2025 Proxy Statement - Information required by this item is incorporated by reference from the company's 2025 Proxy Statement[389](index=389&type=chunk) [Executive Compensation](index=98&type=section&id=Item%2011.%20Executive%20Compensation) The information required for this item, relating to director and executive compensation, is incorporated by reference from the company's 2025 Proxy Statement - Information regarding executive compensation is incorporated by reference from the company's 2025 Proxy Statement[393](index=393&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=98&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The information required for this item, concerning security ownership by beneficial owners and management, is incorporated by reference from the company's 2025 Proxy Statement - Information regarding security ownership is incorporated by reference from the company's 2025 Proxy Statement[394](index=394&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=98&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The information required for this item, regarding related party transactions and director independence, is incorporated by reference from the company's 2025 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2025 Proxy Statement[395](index=395&type=chunk) [Principal Accountant Fees and Services](index=98&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The information required for this item, detailing fees paid to and services provided by the principal accountant, is incorporated by reference from the company's 2025 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the company's 2025 Proxy Statement[396](index=396&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=99&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements, Schedule II, and a comprehensive list of exhibits - This section contains the index of financial statements, Schedule II (Valuation and Qualifying Accounts), and all exhibits filed with the annual report[399](index=399&type=chunk) Schedule II - Valuation and Qualifying Accounts (in thousands) | Description | Balance at Beg. of 2024 | Additions | Deductions | Balance at End of 2024 | | :--- | :--- | :--- | :--- | :--- | | Allowance for doubtful accounts receivable | $718 | $— | $(655) | $63 | | Allowance on long term receivable | $14,779 | $— | $(14,779) | $— | | Valuation allowances for deferred tax assets | $60,387 | $29,951 | $(2,464) | $87,874 | [Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary in this section of the Form 10-K - None[413](index=413&type=chunk)

Financial Data and Key Metrics Changes - For Q4 2024, net sales were $310 million, slightly up from $309 million in the prior year, while full-year net sales decreased to $1.3 billion from $1.4 billion [28] - Adjusted EBITDA for Q4 was $35 million with a margin of 21%, compared to $23 million and 14% in the prior year [31] - Full-year adjusted EBITDA was $146 million, maintaining a margin of 21%, despite a $13 million decline from the previous year [33] Business Line Data and Key Metrics Changes - Adjusted value-added sales declined 4% year-over-year, consistent with the overall industry decline, with a full-year decrease of $57 million primarily due to lower unit sales [10][30] - The company achieved a stable adjusted EBITDA margin of 21% despite lower production volumes, reflecting effective restructuring and cost optimization efforts [33][16] Market Data and Key Metrics Changes - The company anticipates a 4% decline in industry production for 2025, with Europe expected to face a 6% decline and North America a 2% decline [11][53] - The company expects to outperform the market due to new business wins and a strong aftermarket segment [55] Company Strategy and Development Direction - The company has positioned itself as a global technology and cost leader in the wheel industry, focusing on local manufacturing to meet customer demands [7][9] - The company aims to generate cash, accelerate debt reduction, and optimize its equity base to enhance long-term shareholder value [10][40] - The focus remains on operational excellence and leveraging a differentiated portfolio for long-term profitable growth [24][25] Management's Comments on Operating Environment and Future Outlook - Management highlighted the successful completion of restructuring initiatives and the consolidation of European manufacturing in Poland as key achievements [8][9] - The company is closely monitoring the impact of recent tariffs and expects to update its financial outlook as more clarity emerges [20][42] - Management expressed confidence in the company's competitive advantages and the potential for growth despite industry challenges [89] Other Important Information - The company completed a significant refinancing, attracting $520 million in new capital and extending debt maturities to 2028, strengthening its financial foundation [9][38] - Unlevered free cash flow for 2025 is expected to be between $110 million and $130 million, driven by improved profitability and working capital management [40] Q&A Session Summary Question: Implications of capacity in Europe and North America - Management indicated that there is currently about 20% excess capacity in both regions, allowing for potential short-term business opportunities [46][48] Question: Guidance based on market predictions - Management confirmed that the guidance reflects a slight outperformance against the market, driven by new business wins and a strong aftermarket segment [55][56] Question: Cash flow and preferred dividends - Management clarified that preferred dividends are being picked, and the redemption is contingent on the company's ability to fund the payment [64][66] Question: Exposure to Mexico tariffs - Management explained that less than 20% of production is exposed to tariffs, with most customers being the importers of record [72][74] Question: Covenant numbers with new capital structure - Management provided details on the covenant ratio, which is set at 3.75% for Q4 and Q1, dropping to 3.5% at the end of Q2 [82][84]

Superior Industries International, Inc. (NYSE:SUP) Q4 2024 Results Conference Call March 5, 2025 8:30 AM ET Company Participants Dan Lee - Senior Vice President and Chief Financial Officer Majdi Abulaban - President and Chief Executive Officer Conference Call Participants Michael Ward - Freedom Capital Gary Prestopino - Barrington Research Operator Thank you for standing by, and good day, everyone. My name is Archie and I will be your conference operator today. At this time, I would like to welcome everyone ...