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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

 

 

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: 001-05869

 

Exact name of registrant as specified in its charter:

SUPERIOR GROUP OF COMPANIES, INC.

 

State or other jurisdiction of incorporation or organization:

I.R.S. Employer Identification No.:

Florida 

11-1385670

 

Address of principal executive offices:

200 Central Avenue, Suite 2000

St. Petersburg, Florida 33701

 

Registrant’s telephone number, including area code:

727-397-9611

 

Former name, former address and former fiscal year, if changed since last report: 

 

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 $0.001 par value per share

 

SGC

 

NASDAQ

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐    

Accelerated filer  ☒

 

Non-accelerated filer    ☐

 

Smaller Reporting Company  

 

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No ☒

 

The number of shares of common stock of the registrant outstanding as of July 24, 2024 was 16,774,044 shares.

 

 

 

 
 

TABLE OF CONTENTS

 

 
   

 

Page

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

3

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 

3

Condensed Consolidated Balance Sheets (Unaudited)

5

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

6

Condensed Consolidated Statements of Cash Flows (Unaudited)

8

Notes to the Condensed Consolidated Financial Statements (Unaudited)

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3. Quantitative and Qualitative Disclosures About Market Risk

28

Item 4. Controls and Procedures

29

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

30

Item 1A. Risk Factors

30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

31

Item 3. Defaults Upon Senior Securities

31

Item 4. Mine Safety Disclosures

31

Item 5. Other Information

31

Item 6. Exhibits

32

SIGNATURES

33

 

2

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.   Financial Statements

  

 SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands, except shares and per share data)

  

    Three Months Ended June 30,  
   

2024

   

2023

 

Net sales

  $ 131,736     $ 129,162  
                 

Costs and expenses:

               

Cost of goods sold

    80,981       81,566  

Selling and administrative expenses

    48,375       43,382  

Other periodic pension costs

    189       214  

Interest expense

    1,541       2,624  
      131,086       127,786  

Income before income tax expense

    650       1,376  

Income tax expense

    50       163  

Net income

  $ 600     $ 1,213  
                 

Net income per share:

               

Basic

  $ 0.04     $ 0.08  

Diluted

  $ 0.04     $ 0.08  
                 

Weighted average shares outstanding during the period:

               

Basic

    16,221,073       15,987,007  

Diluted

    16,769,297       16,124,816  
                 

Other comprehensive income (loss), net of tax:

               

Recognition of net losses included in net periodic pension costs

  $ 23     $ 41  

Foreign currency translation adjustment

    (1,251 )     277  

Other comprehensive income (loss)

    (1,228 )     318  

Comprehensive income (loss)

  $ (628 )   $ 1,531  
                 

Cash dividends per common share

  $ 0.14     $ 0.14  

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

3

 

 SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except shares and per share data)

 

   

Six Months Ended June 30,

 
   

2024

   

2023

 

Net sales

  $ 270,578     $ 259,935  
                 

Costs and expenses:

               

Cost of goods sold

    164,506       165,231  

Selling and administrative expenses

    97,124       86,761  

Other periodic pension costs

    378       428  

Interest expense

    3,328       5,194  
      265,336       257,614  

Income before income tax expense

    5,242       2,321  

Income tax expense

    730       220  

Net income

  $ 4,512     $ 2,101  
                 

Net income per share:

               

Basic

  $ 0.28     $ 0.13  

Diluted

  $ 0.27     $ 0.13  
                 

Weighted average shares outstanding during the period:

               

Basic

    16,124,553       15,935,001  

Diluted

    16,611,375       16,121,573  
                 

Other comprehensive income (loss), net of tax:

               

Recognition of net losses included in net periodic pension costs

  $ 46     $ 82  

Foreign currency translation adjustment

    (1,732 )     584  

Other comprehensive income (loss)

    (1,686 )     666  

Comprehensive income

  $ 2,826     $ 2,767  
                 

Cash dividends per common share

  $ 0.28     $ 0.28  

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

4

 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par value data)

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
   (Unaudited)     

ASSETS

    

Current assets:

        

Cash and cash equivalents

 $13,374  $19,896 

Accounts receivable, less allowance for doubtful accounts of $3,591 and $4,237, respectively

  92,628   103,494 

Inventories

  93,031   98,067 

Contract assets

  53,027   48,715 

Prepaid expenses and other current assets

  10,197   9,188 

Total current assets

  262,257   279,360 

Property, plant and equipment, net

  44,267   46,890 

Operating lease right-of-use assets

  16,774   17,909 

Deferred tax asset

  12,341   12,356 

Intangible assets, net

  49,125   51,160 

Other assets

  15,558   14,775 

Total assets

 $400,322  $422,450 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

        

Accounts payable

 $46,949  $50,520 

Other current liabilities

  39,336   43,978 

Current portion of long-term debt

  5,625   4,688 

Current portion of acquisition-related contingent liabilities

  1,026   1,403 

Total current liabilities

  92,936   100,589 

Long-term debt

  72,100   88,789 

Long-term pension liability

  13,439   13,284 

Long-term acquisition-related contingent liabilities

  673   557 

Long-term operating lease liabilities

  11,655   12,809 

Other long-term liabilities

  8,609   8,784 

Total liabilities

  199,412   224,812 

Commitments and contingencies (Note 5)

          

Shareholders’ equity:

        

Preferred stock, $.001 par value - authorized 300,000 shares (none issued)

  -   - 

Common stock, $.001 par value - authorized 50,000,000 shares, issued and outstanding 16,792,577 and 16,564,712 shares, respectively

  16   16 

Additional paid-in capital

  82,759   77,443 

Retained earnings

  122,106   122,464 

Accumulated other comprehensive loss, net of tax:

        

Pensions

  (1,077)  (1,122)

Foreign currency translation adjustment

  (2,894)  (1,163)

Total shareholders’ equity

  200,910   197,638 

Total liabilities and shareholders’ equity

 $400,322  $422,450 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

5

 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED June 30, 2024 AND 2023

(Unaudited)

(In thousands, except shares and per share data)

 

                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

Income (Loss),

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, April 1, 2023

  16,498,312  $16  $73,730  $121,572  $(2,663) $192,655 

Common shares issued upon exercise of options and SARs, net

  1,000   -   8   -   -   8 

Share-based compensation expense

  -   -   1,340   -   -   1,340 

Cash dividends declared ($0.14 per share)

  -   -   -   (2,295)  -   (2,295)

Comprehensive income:

                        

Net income

  -   -   -   1,213   -   1,213 

Pensions, net of taxes of $14

  -   -   -   -   41   41 

Change in currency translation adjustment, net of taxes of $0

  -   -   -   -   277   277 

Balance, June 30, 2023

  16,499,312  $16  $75,078  $120,490  $(2,345) $193,239 
                         

Balance, April 1, 2024

  16,743,723  $16  $79,602  $123,946  $(2,743) $200,821 

Common shares issued upon exercise of options and SARs, net

  60,035   -   740   (113)  -   627 

Restricted shares issued, net of forfeitures

  (11,181)  -   -   -   -   - 

Share-based compensation expense

      -   605   -   -   605 

Written put options

  -   -   1,812   -   -   1,812 

Cash dividends declared ($0.14 per share)

  -   -   -   (2,327)  -   (2,327)

Comprehensive income (loss):

                        

Net income

  -   -   -   600   -   600 

Pensions, net of taxes of $8

  -   -   -   -   23   23 

Change in currency translation adjustment, net of taxes of $0

  -   -   -   -   (1,251)  (1,251)

Balance, June 30, 2024

  16,792,577  $16  $82,759  $122,106  $(3,971) $200,910 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

6

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED June 30, 2024 AND 2023

(Unaudited)

(In thousands, except shares and per share data)

 

                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

Income (Loss),

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, January 1, 2023

  16,376,683  $16  $72,615  $122,979  $(3,011) $192,599 

Common shares issued upon exercise of options and SARs, net

  5,604   -   43   -   -   43 

Restricted shares issued, net of forfeitures

  117,025   -   -   -   -   - 

Share-based compensation expense

  -   -   2,420   -   -   2,420 

Cash dividends declared ($0.28 per share)

  -   -   -   (4,590)  -   (4,590)

Comprehensive income:

                        

Net income

  -   -   -   2,101   -   2,101 

Pensions, net of taxes of $28

  -   -   -   -   82   82 

Change in currency translation adjustment, net of taxes of $0

  -   -   -   -   584   584 

Balance, June 30, 2023

  16,499,312  $16  $75,078  $120,490  $(2,345) $193,239 
                         

Balance, January 1, 2024

  16,564,712  $16  $77,443  $122,464  $(2,285) $197,638 

Common shares issued upon exercise of options and SARs, net

  113,346   -   1,289   (213)  -   1,076 

Performance based shares issued

  9,896   -   -   -   -   - 

Restricted shares issued, net of forfeitures

  104,623   -   -   -   -   - 

Share-based compensation expense

  -   -   1,620   -   -   1,620 

Written put options

  -   -   2,407   -   -   2,407 

Cash dividends declared ($0.28 per share)

  -   -   -   (4,657)  -   (4,657)

Comprehensive income (loss):

                        

Net income

  -   -   -   4,512   -   4,512 

Pensions, net of taxes of $15

  -   -   -   -   46   46 

Change in currency translation adjustment, net of taxes of $0

  -   -   -   -   (1,732)  (1,732)

Balance, June 30, 2024

  16,792,577  $16  $82,759  $122,106  $(3,971) $200,910 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

7

 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

   

Six Months Ended June 30,

 
   

2024

   

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 4,512     $ 2,101  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    6,620       6,816  

Inventory write-downs

    888       144  

Provision for bad debts - accounts receivable

    (383 )     (628 )

Share-based compensation expense

    1,620       2,420  

Change in fair value of acquisition-related contingent liabilities

    296       (733 )

Change in fair value of written put options

    653       (145 )

Changes in assets and liabilities:

               

Accounts receivable

    10,578       8,854  

Contract assets

    (4,526 )     5,447  

Inventories

    3,936       10,555  

Prepaid expenses and other current assets

    (1,309 )     2,747  

Other assets

    (639 )     (1,468 )

Accounts payable and other current liabilities

    (6,424 )     1,280  

Long-term pension liability

    217       379  

Other long-term liabilities

    261       326  

Net cash provided by operating activities

    16,300       38,095  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Additions to property, plant and equipment

    (1,974 )     (3,643 )

Net cash used in investing activities

    (1,974 )     (3,643 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Proceeds from borrowings of debt

    10,000       1,000  

Repayment of debt

    (25,875 )     (29,875 )

Debt issuance costs

    -       (300 )

Payment of cash dividends

    (4,657 )     (4,590 )

Payment of acquisition-related contingent liabilities

    (557 )     -  

Proceeds received on exercise of stock options

    1,076       43  

Net cash used in financing activities

    (20,013 )     (33,722 )
                 

Effect of currency exchange rates on cash

    (835 )     297  

Net increase (decrease) in cash and cash equivalents

    (6,522 )     1,027  

Cash and cash equivalents balance, beginning of period

    19,896       17,722  

Cash and cash equivalents balance, end of period

  $ 13,374     $ 18,749  

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

 

8

 

 

Superior Group of Companies, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

NOTE 1 – Description of Business and Basis of Presentation:

 

Description of business

 

Superior Group of Companies, Inc. (together with its subsidiaries, “the Company,” “Superior,” “we,” “our,” or “us”) was organized in 1920 and was incorporated in 1922 as a New York company under the name Superior Surgical Mfg. Co., Inc. In 1998, the Company changed its name to Superior Uniform Group, Inc. and redomiciled to Florida. Effective on May 3, 2018, Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.

 

Superior’s Branded Products segment, primarily through its signature marketing brands BAMKO® and HPI®, produces and sells customized merchandising solutions, promotional products and branded uniform programs. Branded products are manufactured through third parties or in Superior’s own facilities, and are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States, Canada, and Brazil, with support services in China and India.

 

Superior’s Healthcare Apparel segment, primarily through its signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, manufactures (through third parties or in its own facilities) and sells a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.

 

Superior’s Contact Centers segment, through multiple The Office Gurus® entities, including subsidiaries in El Salvador, Belize, Jamaica, Dominican Republic and the United States (collectively, “TOG”), provides outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements of Superior included herein have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") ("U.S." or "United States") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Intercompany items have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and filed with the SEC. Management believes that the information furnished includes all adjustments of a normal recurring nature that are necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

 

The Company refers to the condensed consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income (loss),” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein.

 

Reclassifications

 

The accompanying financial statements for the previous year contain certain reclassifications. Reclassifications impact the reporting of accounts receivable-other within the condensed consolidated balance sheets and statements of cash flows and items as described within Note 9. These reclassifications have no effect on previously reported results of operations.

 

9

 

Written Put Options

 

During the second quarter of 2022, the Company entered into written put options with a former employee that, if exercised by the former employee, required the Company to repurchase up to 207,970 shares of its common stock at fair market value (as defined in the agreement), subject to certain limitations. The original fair value of the written put options upon entering into the agreement was $3.6 million. The written put options were liabilities under ASC 480,Distinguishing Liabilities from Equity” because the options embody obligations to repurchase the Company’s shares by paying cash. As of December 31, 2023, the fair value of the written put options were $1.8 million. The fair value of the written put options was based directly on the Company’s stock price and included in other current liabilities in our balance sheets. The written put options expire after twenty-four months and contain certain quarterly maximums. During the six months ended June 30, 2024, the remaining unexpired options of 132,924 expired resulting in a $2.4 million reduction in other current liabilities with an offset to additional paid-in capital. We recognized unrealized losses of $0.3 million on written put options during each of the three months ended June 30, 2024 and 2023. We recognized an unrealized loss of $0.7 million and an unrealized gain of $0.1 million on written put options during the six months ended June 30, 2024 and 2023, respectively. Unrealized gains and losses from changes in the fair value of the written put options were included within selling and administrative expenses in our statements of comprehensive income. 

 

Recent Accounting Pronouncements

 

We consider the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not listed below were assessed and determined to not be applicable.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)Improvements to Reportable Segment Disclosures". The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker ("CODM"). The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We will adopt the disclosure requirements of ASU 2023-07 in our December 31, 2024 annual financial statements. The adoption of the ASU will only impact our disclosures, which will be made on a retrospective basis, with no impacts on our results of operations, cash flows or financial condition. The Company’s adoption of this standard is not expected to have a material impact on its financial statements.

 

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)Improvements to Income Tax Disclosures". The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024, which for the Company is the calendar year beginning January 1, 2025. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.

 

 

NOTE 2 – Inventories:

 

Inventories consisted of the following amounts (in thousands):

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Finished goods

 $68,890  $72,370 

Work in process

  1,323   671 

Raw materials

  22,818   25,026 

Inventories

 $93,031  $98,067 

 

 

10

 
 

NOTE 3 – Long-Term Debt:

 

Debt consisted of the following (in thousands):

 

  

June 30,

  

December 31,

 
  2024  2023 

Credit Facilities:

        

Revolving credit facility due August 2027

 $11,000  $25,000 

Term loan due August 2027

  67,500   69,375 
   78,500   94,375 

Less:

        

Payments due within one year included in current liabilities

  5,625   4,688 

Debt issuance costs

  775   898 

Long-term debt less current maturities

 $72,100  $88,789 

 

On August 23, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, the domestic subsidiaries of the Company, as guarantors, the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders are providing the Company senior secured credit facilities maturing in August 2027 consisting of a revolving credit facility in the aggregate maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million (collectively, the “Credit Facilities”), and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions. 

 

Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate ("SOFR") plus an adjustment between 0.10% and 0.25% (depending on the applicable interest period) plus a margin between 1.0% and 2.0% (depending on the Company’s net leverage ratio). The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 6.4% as of  June 30, 2024. During the term of the revolving credit facility, the Company will pay a commitment fee on the unused portion of the revolving credit facility equal to between 0.125% and 0.250% (depending on the Company’s net leverage ratio). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of June 30, 2024, there were no outstanding letters of credit under the revolving credit facility.

 

Contractual principal payments for the term loan are as follows: remainder of 2024 - $2.8 million; 2025 - $5.6 million; 2026 - $6.6 million and 2027 - $52.5 million. The term loan does not contain pre-payment penalties.

 

The Credit Facilities are secured by substantially all of the operating assets of the Company, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Credit Agreement. The Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments (including dividends and related distributions), liquidations, mergers, consolidations or acquisitions, affiliate transactions and sales of assets or subsidiaries. The Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to 1.0 and a net leverage ratio not to exceed 4.0 to 1.0. The Company’s net leverage ratio (as defined in the Credit Agreement) is generally calculated as the ratio of (a) indebtedness minus unrestricted cash to (b) consolidated EBITDA for the four most recently ended fiscal quarters. As of June 30, 2024, the Company was in compliance with these ratios.

 

11

 
 

NOTE 4 – Net Sales:

 

For our Branded Products and Healthcare Apparel segments, revenue is primarily generated from the sale of finished products to customers. Revenues for our Branded Products and Healthcare Apparel segments are recognized when the performance obligations under the contract terms are satisfied. For certain contracts with customers in which the Company has an enforceable right to payment for goods with no alternative use, revenue is recognized over time upon receipt of finished goods into inventory. Revenue for goods that do have an alternative use or that the customer is not obligated to purchase under the terms of a contract is generally recognized when the goods are transferred to the customer. The Company includes shipping and handling fees billable to customers in net sales. Shipping and handling activities that occur after the transfer of promised goods are accrued as control is transferred to the customer rather than being treated as a separate performance obligation.

 

For our Contact Centers segment, revenue is generated from providing our customers with contact center services. Revenue for our Contact Centers segment is recognized as services are delivered. 

 

Revenue is measured at the amount of consideration we expect to receive in exchange for the goods or services. Variable consideration for estimated returns, allowances and other price variances is recorded based upon historical experience and current allowance programs. Contract terms may involve variable consideration clauses such as sales discounts and customer rebates, and revenue is adjusted accordingly for these provisions. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The promised amount of consideration in a contract is not adjusted for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that product or service will be one year or less. Sales taxes are excluded from the measurement of a performance obligation’s transaction price. Sales commissions are expensed as incurred when we expect that the amortization period of such costs will be one year or less.

 

For further information regarding our net sales disaggregated by reportable segment see Note 9.

 

Contract Assets and Contract Liabilities

 

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (in thousands):

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Accounts receivable

 $92,628  $103,494 

Current contract assets

  53,027   48,715 

Current contract liabilities

  4,571   5,346 

 

Contract assets relate to goods produced without an alternative use for which the Company has an enforceable right to payment but which has not yet been invoiced to the customer. The majority of the amounts included in contract assets on December 31, 2023 were transferred to accounts receivable during the six months ended June 30, 2024. Contract liabilities relate to payments received in advance of the Company completing its performance under a contract. Contract liabilities are included in other current liabilities in our balance sheets. During the six months ended June 30, 2024, $4.0 million of revenue was recognized from the contract liabilities balance as of December 31, 2023.

 

12

 
 

NOTE 5 – Contingencies:

 

The purchase price to acquire substantially all of the assets of Sutter’s Mill Specialties, Inc. (“Sutter’s Mill”) in December 2021 included contingent consideration based on varying levels of Sutter’s Mill’s EBITDA in each measurement period from 2022 to 2024. In July 2023, management agreed to settle the remaining contingent consideration obligation associated with this acquisition for $0.5 million, which was paid in the first quarter of 2024. The purchase price to acquire substantially all of the assets of Guardian Products, Inc. (“Guardian”) in  May 2022 included contingent consideration based on varying levels of Guardian’s EBITDA in each measurement period through  April 2025. The estimated fair value of Guardian acquisition-related contingent consideration payable as of June 30, 2024 was $1.7 million, of which $1.0 million is expected to be paid in the third quarter of 2024. The total estimated undiscounted remaining payment related to this contingent consideration payable is between $1.9 million and $2.0 million. The Company will continue to evaluate the Guardian liability for remeasurement at the end of each reporting period and any changes will be recorded in the Company’s statements of comprehensive income. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be different from the estimated value of the liability.

 

The Company is involved in various legal actions and claims arising from the normal course of business. In the opinion of management, the ultimate outcome of these matters is not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.

 

 

NOTE 6 – Share-Based Compensation:

 

Share-based compensation expense is recorded in selling and administrative expense in the statements of comprehensive income. The following table details the share-based compensation expense by type of award for the periods presented (in thousands):

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Stock options and SARs

 $227  $390  $495  $699 

Restricted stock

  314   767   968   1,357 

Performance shares

  64   183   157   364 

Total share-based compensation expense

 $605  $1,340  $1,620  $2,420 

 

Stock Options and Stock Appreciation Rights (“SARs”)

 

The Company grants stock options and stock-settled SARs to employees that allow them to purchase shares of the Company’s common stock. Stock options are also granted to outside members of the Board of Directors of the Company. The Company determines the fair value of stock options and SARs at the date of grant using the Black-Scholes valuation model.

 

All stock options and SARs vest between one and three years after the grant date. Employee awards expire five years after the grant date, and those issued to directors expire ten years after the grant date. The Company issues new shares upon the exercise of stock options and SARs. Stock options, as well as SARs granted in tandem with stock options, are subject to accelerated vesting under certain circumstances as outlined in the 2013 Incentive Stock and Awards Plan (the “2013 Plan”) or 2022 Equity Incentive and Awards Plan (the “2022 Plan”), as applicable. 

 

 

13

 

 

A summary of stock option transactions during the six months ended June 30, 2024 follows:

 

        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  953,176  $14.73   2.80  $1,718 

Granted(1)

  183,800   14.38         

Exercised

  (119,303)  10.66         

Lapsed or cancelled

  (174,478)  16.26         

Outstanding, June 30, 2024

  843,195   14.91   3.42   4,169 

Exercisable, June 30, 2024

  341,940   18.57   2.27   896 

 

(1)

The weighted average grant date fair value of stock options granted was $4.27 per share.

 

As of June 30, 2024, the Company had $1.1 million in unrecognized compensation cost related to nonvested stock options to be recognized over the remaining weighted average vesting period of 1.2 years.

 

A summary of stock-settled SARs transactions during the six months ended June 30, 2024 follows:

 

        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  292,508  $14.35   2.07  $506 

Granted(1)

  79,128   13.84         

Exercised

  (17,920)  8.48         

Lapsed or cancelled

  (70,020)  18.95         

Outstanding, June 30, 2024

  283,696   13.44   2.49   1,649 

Exercisable, June 30, 2024

  149,492   13.96   0.97   837 

 

(1)

The weighted average grant date fair value of SARs granted was $3.80 per share.

 

As of June 30, 2024, the Company had $0.3 million in unrecognized compensation cost related to nonvested SARs to be recognized over the remaining weighted average vesting period of 1.3 years.

 

Restricted Stock

 

The Company has granted shares of restricted stock to directors and certain employees, which vest at a specified future date, generally after three years, over five years or when certain conditions are met. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan or 2022 Plan, as applicable. Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period.

 

14

 

A summary of restricted stock transactions during the six months ended June 30, 2024 follows:

 

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  428,366  $18.14 

Granted

  138,652   14.84 

Vested

  (47,608)  23.75 

Forfeited

  (34,029)  19.75 

Outstanding, June 30, 2024

  485,381   16.53 

 

As of June 30, 2024, the Company had $4.2 million of unrecognized compensation cost related to nonvested restricted stock grants expected to be recognized over the remaining weighted average vesting period of 1.8 years.

 

Performance Shares

 

The Company has granted performance shares, which either contain only service-based vesting conditions or service-based and performance-based vesting conditions. The service-based awards vest after the service period is met, which is generally three to five years. Expense for these grants is based on the fair value on the date of the grant and is being recognized on a straight-line basis over the respective service period. The performance-based awards generally vest after five years if the performance and service targets are met. The Company evaluates the performance conditions associated with these grants each reporting period to determine the expected number of shares to be issued. Expense for grants of performance shares is recognized on a straight-line basis over the respective service period based on the grant date fair value and expected number of shares to be issued. The awards are subject to accelerated vesting on a pro rata basis under certain circumstances as outlined in the 2013 Plan or 2022 Plan, as applicable, except in those circumstances in which award agreements or change in control agreements specify full vesting.

 

On May 1, 2024, the Compensation Committee approved the Company entering into a grant of 125,000 and 75,000 performance shares to Michael Benstock, Chief Executive Officer and Michael Koempel, Chief Financial Officer, respectively, under the 2022 Equity Incentive and Awards Plan. The performance shares agreements were executed on May 6, 2024. Each performance share represents a contingent right to receive one share of common stock. The performance shares will vest if, in each case and during a four-year performance period beginning on January 1, 2024, subject to additional requirements, the average closing price of the Company’s common stock over a rolling thirty (30) day period equals or exceeds 115%, 130%, and 150% of the closing share price on May 10, 2024 and the executive is still employed by the Company twelve (12) months after the applicable stock price condition has been satisfied. The fair value and derived service periods of the shares were determined based on a Monte Carlo valuation model, which includes estimates of the Company’s stock price volatility. Expense for these grants is being recognized on a straight-line basis over each tranche’s derived service period.

 

A summary of performance share transactions during the six months ended June 30, 2024 follows:

 

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  283,521  $18.13 

Granted

  200,000   14.73 

Vested

  (14,068)  17.77 

Forfeited

  (92,439)  19.97 

Outstanding, June 30, 2024

  377,014   15.89 

 

As of June 30, 2024, the Company had $3.1 million of unrecognized compensation cost related to nonvested performance share grants expected to be recognized over the remaining weighted average service period of 1.8 years.

 

15

 
 

NOTE 7 – Income Taxes:

 

The Company calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax expense or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

 

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.

 

For the three months ended June 30, 2024, the Company recorded a provision for income taxes of $0.1 million, which represents an effective tax rate of 7.7%. For the six months ended June 30, 2024, the Company recorded a provision for income taxes of $0.7 million, which represents an effective tax rate of 13.9%. The income tax provision and the effective tax rate for the three and six months ended June 30, 2024 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The tax rate was further favorably impacted by the windfall benefits associated with stock option exercises during the six months ended June 30, 2024, totaling $0.5 million.

 

For the three months ended  June 30, 2023, the Company recorded a provision for income taxes of $0.2 million, which represents an effective tax rate of 11.8%. For the six months ended  June 30, 2023, the Company recorded a provision for income taxes of $0.2 million, which represents an effective tax rate of 9.5%. The income tax provision and the effective tax rate for the three and six months ended June 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations subject to various statutory tax rates in those jurisdictions.

 

 

NOTE 8 – Net Income Per Share:

 

The Company’s basic net income per share is computed based on the weighted average number of shares of common stock outstanding for the period. Diluted net income per share includes the effect of the Company’s outstanding stock options, stock appreciation rights, nonvested shares of restricted stock and nonvested performance shares, if the inclusion of these items is dilutive.

 

The following table presents a reconciliation of basic and diluted net income per share for the periods presented:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net income used in the computation of basic and diluted net income per share (in thousands)

 $600  $1,213  $4,512  $2,101 
                 

Weighted average shares outstanding - basic

  16,221,073   15,987,007   16,124,553   15,935,001 

Dilutive common stock equivalents

  548,224   137,809   486,822   186,572 

Weighted average shares outstanding - diluted

  16,769,297   16,124,816   16,611,375   16,121,573 

Net income per share:

                

Basic

 $0.04  $0.08  $0.28  $0.13 

Diluted

 $0.04  $0.08  $0.27  $0.13 

 

Awards to purchase 295,361 and 1,268,882 shares of common stock with weighted average exercise prices of $21.90 and $15.19 per share were outstanding during the three months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

 

Awards to purchase 347,718 and 1,138,927 shares of common stock with weighted average exercise prices of $21.38 and $16.11 per share were outstanding during the six months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

 

16

 
 

NOTE 9  Operating Segment Information:

 

The Company manages and reports the following segments:

 

Branded Products segment: Primarily through our signature marketing brands BAMKO® and HPI®, we produce and sell customized merchandising solutions, promotional products and branded uniform programs. Branded products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States, Canada, and Brazil, with support services in China and India.

 

Healthcare Apparel segment: Primarily through our signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.

 

Contact Centers: Through multiple The Office Gurus® entities, including our subsidiaries in El Salvador, Belize, Jamaica, Dominican Republic and the United States (collectively, “TOG”), we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

 

Intersegment eliminations include the elimination of revenues and costs from services provided by the Contact Centers segment to the Company’s two other segments. Such costs are recognized as selling and administrative expenses in the Branded Products and Healthcare Apparel segments. Income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment are presented within Other in the tables below.

 

During the fourth quarter of 2023, our chief operating decision maker began to evaluate the performance of our segments using Segment EBITDA instead of income before income taxes. The Company has modified its presentation of segment performance to be consistent with this change, including prior periods presented for consistent and comparable presentation. Amounts that are included in income before income tax expense and excluded from Segment EBITDA include the following: interest expense and depreciation and amortization expense.

 

The following tables set forth financial information related to the Company’s operating segments (in thousands):

 

  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2024:

                        

Net sales

 $81,296  $26,592  $24,832  $(984) $-  $131,736 

Segment EBITDA

  6,724   1,277   3,181   -   (5,623) $5,559 

Supplemental information:

                        

Depreciation and amortization

 $1,567  $956  $753  $-  $92  $3,368 

Capital expenditures

 $322  $554  $413  $-  $10  $1,299 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2023:

                        

Net sales

 $79,592  $28,072  $22,758  $(1,260) $-  $129,162 

Segment EBITDA

  6,988   1,929   3,252   -   (4,741)  7,428 

Supplemental information:

                        

Depreciation and amortization

 $1,710  $976  $662  $-  $80  $3,428 

Capital expenditures

 $736  $64  $683  $-  $46  $1,529 
                         

 

17

 
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2024:

                        

Net sales

 $168,364  $55,829  $48,384  $(1,999) $-  $270,578 

Segment EBITDA

  16,671   3,912   6,127   -   (11,520) $15,190 

Supplemental information:

                        

Depreciation and amortization

 $3,067  $1,893  $1,476  $-  $184  $6,620 

Capital expenditures

 $587  $727  $573  $-  $87  $1,974 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2023:

                        

Net sales

 $161,443  $56,226  $44,814  $(2,548) $-  $259,935 

Segment EBITDA

  14,498   3,501   6,045   -   (9,713)  14,331 

Supplemental information:

                        

Depreciation and amortization

 $3,374  $1,950  $1,330  $-  $162  $6,816 

Capital expenditures

 $2,007  $526  $1,064  $-  $46  $3,643 
                         

 

The following table reconciles income before income tax expense to Segment EBITDA (in thousands):

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income before income tax expense

 $650  $1,376  $5,242  $2,321 

Interest expense

  1,541   2,624   3,328   5,194 

Depreciation and amortization

  3,368   3,428   6,620   6,816 

Segment EBITDA

 $5,559  $7,428  $15,190  $14,331 

 

 

18

 
 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in the Condensed Consolidated Financial Statements in Part I, Item 1 (“Financial Statements”) of this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Cautionary Note Regarding Forward Looking Statements

 

Certain matters discussed in this Form 10-Q are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by use of the words “may,” “will,” “should,” “could,” “expect,” "anticipate,” “estimate,” “believe,” “intend,” “project,” “potential,” or “plan” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements in this Quarterly Report on Form 10-Q may include, without limitation: (1) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) statements of expected industry and general economic trends.

 

Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the following: the impact of competition; uncertainties related to supply disruptions, inflationary environment (including with respect to the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages) and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the effect of the Companys previously disclosed material weakness in internal control over financial reporting; the Companys ability to successfully remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting; and other factors described in the Company’s filings with the Securities and Exchange Commission, including those described in the “Risk Factors” section herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this Form 10-Q and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.

 

Business Outlook

 

Superior Group of Companies, Inc. (together with its subsidiaries, the “Company,” “Superior,” “we,” “our,” or “us”) is comprised of three reportable business segments: (1) Branded Products, (2) Healthcare Apparel and (3) Contact Centers. 

 

Branded Products

 

In our Branded Products segment, we produce and sell customized merchandising solutions, promotional products and branded uniform programs to our customers. As a strategic branding partner, we offer our customers customized branding solutions and strategies that generate favorable brand impressions, bolster customer retention and enhance employee engagement. Our products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. Sales volumes in this segment are impacted by a number of factors, including marketing programs of our customers and turnover of our customers’ employees, often times driven by the opening and closing of locations. From a long-term perspective, we believe that synergies within this segment will create opportunities to cross-sell products to new and existing customers.

 

19

 

Healthcare Apparel

 

In our Healthcare Apparel segment, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. We sell our brands of healthcare service apparel to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States. From a long-term perspective, we expect that demand for our signature marketing brands, including Fashion Seal Healthcare® and Wink® (within CID Resources), will continue to provide opportunities for growth and increased market share.

 

Contact Centers

 

In our Contact Centers segment (also known as “The Office Gurus”), which operates in El Salvador, Belize, Jamaica, Dominican Republic, and the United States, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers. These services are also provided internally to the Company’s other two operating segments. The Office Gurus has become an award-winning business process outsourcer offering inbound and outbound voice, email, text, chat and social media support. The nearshore call-center market has grown as businesses look to reduce operating costs while maintaining high-quality customer support. Nearshore operators are able to provide comparable service to their U.S. counterparts at a fraction of the price. With an environment and career path designed to attract and maintain top talent across all sites, we believe The Office Gurus is positioned well to continue growing this business.

 

Global Economic and Political Conditions

 

Economic and political events over the past several years have altered the landscape in which we and other U.S. companies operate in a variety of ways. In response to inflationary pressures, the U.S. Federal Reserve has repeatedly raised interest rates, resulting in an increase in the cost of borrowing for us, our customers, our suppliers, and other companies relying on debt financing. World events, including the Russian invasion of Ukraine and the resulting economic sanctions have impacted the global economy, including by exacerbating inflationary and other pressures. In addition, the threat of a wider conflict in the Middle East could continue to affect oil prices and have other negative effects on the global economy. Civil unrest in countries where we manufacture products, such as Haiti, may result in our facilities incurring damage or destruction that interrupts our manufacturing processes and adversely affects our reputation and our relationships with our customers. The effects of the Israel-Hamas war or a wider conflict in the Middle East, prolonged inflationary conditions, high and/or increased interest rates, additional sanctions or retaliatory measures related to the Russia-Ukraine crisis, the Middle East crisis, the civil unrest in Haiti, or other situations, including deteriorating or prolonged diplomatic tension between the United States and China, could further negatively affect U.S. and international commerce and exacerbate or prolong the period of high energy prices.

 

Prolonged or recurring disruptions or instability in the United States and global economies, and how the world reacts to those disruptions or instability, could have long-term impacts on our business. These business impacts could negatively affect us in a number of ways, including, but not limited to, reduced demand for our core products and services, reductions to our revenue and profitability, costs associated with complying with new or amended laws and regulations affecting our business, declines in our stock price, reduced availability and less favorable terms of future borrowings, valuation of our pension obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of indefinite-lived intangible assets.

 

Summary of Results

 

Net Income

 

The Company generated net income of $0.6 million and $1.2 million during the three months ended June 30, 2024 and 2023, respectively. The decrease in net income during the three months ended June 30, 2024 compared to the three months ended June 30, 2023 was primarily due to an increase in selling and administrative expenses, partially offset by an increase in gross margins in our Branded Products and Contact Centers segments and a decrease in interest expense. The Company generated net income of $4.5 million and $2.1 million during the six months ended June 30, 2024 and 2023, respectively. The increase in net income during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to increases in net sales and gross margins, particularly in our Branded Products and Contact Centers segments, and a decrease in interest expense, partially offset by an increase in selling and administrative expenses.

 

20

 

EBITDA

 

EBITDA (a non-GAAP financial measure) was $5.6 million and $7.4 million during the three months ended June 30, 2024 and 2023, respectively. EBITDA during the three months ended June 30, 2024 compared to the three months ended June 30, 2023 decreased primarily due to higher selling and administrative expenses, partially offset by an increase in gross margins in our Branded Products and Contact Centers segments. EBITDA was $15.2 million and $14.3 million during the six months ended June 30, 2024 and 2023, respectively. EBITDA during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 increased primarily due to increases in net sales and gross margins, particularly in our Branded Products and Contact Centers segments, partially offset by higher selling and administrative expenses. For a reconciliation of EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measure” below.

 

Operations

 

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

 

   

For the Three Months Ended June 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Net sales:

                               

Branded Products

  $ 81,296     $ 79,592     $ 1,704       2.1 %

Healthcare Apparel

    26,592       28,072       (1,480 )     (5.3 %)

Contact Centers

    24,832       22,758       2,074       9.1 %

Net intersegment eliminations

    (984 )     (1,260 )     276       (21.9 %)

Consolidated net sales

    131,736       129,162       2,574       2.0 %
                                 

Gross margin:

                               

Branded Products

    28,126       25,640       2,486       9.7 %

Healthcare Apparel

    10,200       10,419       (219 )     (2.1 %)

Contact Centers

    12,961       12,204       757       6.2 %

Net intersegment eliminations

    (532 )     (667 )     135       (20.2 %)

Consolidated gross margin

    50,755       47,596       3,159       6.6 %
                                 

Selling and administrative expenses:

                               

Branded Products

    22,969       20,362       2,607       12.8 %

Healthcare Apparel

    9,879       9,466       413       4.4 %

Contact Centers

    10,533       9,614       919       9.6 %

Intersegment Eliminations

    (532 )     (667 )     135       (20.2 %)

Other

    5,526       4,607       919       19.9 %

Consolidated selling and administrative expenses

    48,375       43,382       4,993       11.5 %
                                 

Other periodic pension cost

    189       214       (25 )     (11.7 %)

Interest expense

    1,541       2,624       (1,083 )     (41.3 %)

Income before income tax expense

    650       1,376       (726 )     (52.8 %)

Income tax expense

    50       163       (113 )     (69.3 %)

Net income

  $ 600     $ 1,213     $ (613 )     (50.5 %)

 

21

 

Net Sales

 

Net sales for the Company increased 2.0%, or $2.6 million, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was attributable to net sales increases in our Contact Centers and Branded Products segments, partially offset by a decrease in net sales in our Healthcare Apparel segment. 

 

Branded Products net sales increased 2.1%, or $1.7 million, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily due to higher order volume from larger customers driven by increased demand for our products, as well as increased pricing.

 

Healthcare Apparel net sales decreased 5.3%, or $1.5 million, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily due to lower volume from our store-based wholesale customers, partially offset by an increase in online sales volume from both our wholesale customers, as well as, from our direct-to-consumer website. The lower volume from our store-based wholesale customers was primarily driven by lower demand and timing of customer orders.

 

Contact Centers net sales increased 9.1% or $2.1 million, before intersegment eliminations for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily attributable to sales growth from expanding services to existing customers.

 

Gross Margin

 

Gross margin rate for the Company was 38.5% for the three months ended June 30, 2024 and 36.8% for the three months ended June 30, 2023. The rate increase was due to an improvement in gross margin rates in our Branded Products and Healthcare Apparel segments, partially offset by a decrease in gross margin rate in our Contact Centers segment.

 

Gross margin rate for our Branded Products segment was 34.6% for the three months ended June 30, 2024 and 32.2% for the three months ended June 30, 2023. The rate increase was primarily driven by an increase in sales volume from higher margin customers in the current year period.

 

Gross margin rate for our Healthcare Apparel segment was 38.4% for the three months ended June 30, 2024 and 37.1% for the three months ended June 30, 2023. The rate increase was primarily driven by lower sourcing costs.

 

Gross margin rate for our Contact Centers segment was 52.2% for the three months ended June 30, 2024 and 53.6% for the three months ended June 30, 2023. The rate decrease was primarily due to increased employee related costs of our agents including agent training resulting in an increase in non-billable hours during the current year period, partially offset by sales growth from existing customers.

 

Selling and Administrative Expenses

 

As a percentage of net sales, total selling and administrative expenses was 36.7% for the three months ended June 30, 2024 and 33.6% for the three months ended June 30, 2023. The rate increase was primarily driven by increases in employee related costs, third-party professional services and expenditures related to marketing and advertising activities.

 

As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 28.3% for the three months ended June 30, 2024 and 25.6% for the three months ended June 30, 2023. The rate increase was primarily driven by increased employee related costs, including sales commissions, and an increase in expense relating to acquisition-related contingent liabilities driven by fair market value adjustments in 2024 as compared to 2023.

 

As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 37.2% for the three months ended June 30, 2024 and 33.7% for the three months ended June 30, 2023. The rate increase was primarily driven by an increase in expenditures related to marketing and advertising activities.

 

As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 42.4% for the three months ended June 30, 2024 and 42.2% for the three months ended June 30, 2023. The increase in selling and administrative expenses was primarily driven by increased employee related expenses, including both headcount and select pay rate increases to support sales growth.

 

22

 

Interest Expense

 

Interest expense decreased to $1.5 million for the three months ended June 30, 2024 from $2.6 million for three months ended June 30, 2023. This decrease was due to a $52.8 million decrease in our weighted average outstanding borrowings along with a decrease in the weighted average interest rate on those borrowings from 7.2% for the three months ended June 30, 2023 to 6.5% for the three months ended June 30, 2024.

 

Income Taxes

 

Income tax expense decreased to $0.1 million for the three months ended June 30, 2024 from $0.2 million for the three months ended June 30, 2023. The effective tax rate was 7.7% and 11.8% for the three months ended June 30, 2024 and 2023, respectively. Income tax expense and the effective tax rate for the three months ended June 30, 2024 and June 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The tax rate was further favorably impacted by the windfall benefits associated with the stock option exercises during the three months ended June 30, 2024. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.

 

 

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

 

   

For the Six Months Ended June 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Net sales:

                               

Branded Products

  $ 168,364     $ 161,443     $ 6,921       4.3 %

Healthcare Apparel

    55,829       56,226       (397 )     (0.7 %)

Contact Centers

    48,384       44,814       3,570       8.0 %

Net intersegment eliminations

    (1,999 )     (2,548 )     549       (21.5 %)

Consolidated net sales

    270,578       259,935       10,643       4.1 %
                                 

Gross margin:

                               

Branded Products

    59,867       51,539       8,328       16.2 %

Healthcare Apparel

    21,710       20,519       1,191       5.8 %

Contact Centers

    25,605       23,993       1,612       6.7 %

Net intersegment eliminations

    (1,110 )     (1,347 )     237       (17.6 %)

Consolidated gross margin

    106,072       94,704       11,368       12.0 %
                                 

Selling and administrative expenses:

                               

Branded Products

    46,263       40,415       5,848       14.5 %

Healthcare Apparel

    19,691       18,968       723       3.8 %

Contact Centers

    20,954       19,278       1,676       8.7 %

Intersegment Eliminations

    (1,110 )     (1,347 )     237       (17.6 %)

Other

    11,326       9,447       1,879       19.9 %

Consolidated selling and administrative expenses

    97,124       86,761       10,363       11.9 %
                                 

Other periodic pension cost

    378       428       (50 )     (11.7 %)

Interest expense

    3,328       5,194       (1,866 )     (35.9 %)

Income before income tax expense

    5,242       2,321       2,921       125.9 %

Income tax expense

    730       220       510       231.8 %

Net income

  $ 4,512     $ 2,101     $ 2,411       114.8 %

 

Net Sales

 

Net sales for the Company increased 4.1%, or $10.6 million, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was attributable to net sales increases in our Branded Products and Contact Centers segments, slightly offset by a decrease in net sales in our Healthcare Apparel segment.

 

23

 

Branded Products net sales increased 4.3%, or $6.9 million, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily due to higher order volume from larger customers, as well as increased pricing.

 

Healthcare Apparel net sales decreased 0.7%, or $0.4 million, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily due to lower volume from our store-based wholesale customers, partially offset by an increase in online sales volume from both our wholesale customers, as well as, from our direct-to-consumer website.

 

Contact Centers net sales increased 8.0% or $3.6 million, before intersegment eliminations for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase in net sales was primarily attributed to sales growth from existing customers.

 

Gross Margin

 

Gross margin rate for the Company was 39.2% for the six months ended June 30, 2024 and 36.4% for the six months ended June 30, 2023. The rate increase was due to an improvement in gross margin rates in our Branded Products and Healthcare Apparel segments.

 

Gross margin rate for our Branded Products segment was 35.6% for the six months ended June 30, 2024 and 31.9% for the six months ended June 30, 2023. The rate increase was primarily driven by a favorable shift in the mix of pricing and customers.

 

Gross margin rate for our Healthcare Apparel segment was 38.9% for the six months ended June 30, 2024 and 36.5% for the six months ended June 30, 2023. The rate increase was primarily driven by lower supply chain costs, as well as, challenging market conditions experienced in the prior year period.

 

Gross margin rate for our Contact Centers segment was 52.9% for the six months ended June 30, 2024 and 53.5% for the six months ended June 30, 2023. The rate decrease was primarily due to increased employee related costs of our agents, partially offset by sales growth from existing customers.

 

Selling and Administrative Expenses

 

As a percentage of net sales, total selling and administrative expenses was 35.9% for the six months ended June 30, 2024 and 33.4% for the six months ended June 30, 2023. The rate increase was primarily driven by increased employee related costs, an increase in expense relating to acquisition-related contingent liabilities from a gain of $0.7 million in 2023 to a loss of $0.3 million in 2024, unrealized losses of $0.7 million recognized in 2024 compared to unrealized gains of $0.1 million recognized in the prior year period on written put options and increased expenditures related to marketing and advertising activities.

 

As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 27.5% for the six months ended June 30, 2024 and 25.0% for the six months ended June 30, 2023. The rate increase was primarily attributed to increased employee related costs, including sales commissions, and an increase in expense relating to acquisition-related contingent liabilities driven by fair market value adjustments in 2024 as compared to 2023.

 

As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 35.3% for the six months ended June 30, 2024 and 33.7% for the six months ended June 30, 2023. The rate increase was primarily attributable to an increase in expenditures related to marketing and advertising activities.

 

As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 43.3% for the six months ended June 30, 2024 and 43.0% for the six months ended June 30, 2023. The increase in selling and administrative expenses was primarily driven by increased employee related expenses, including both headcount and select pay rate increases to support sales growth.

 

Interest Expense

 

Interest expense decreased to $3.3 million for the six months ended June 30, 2024 from $5.2 million for six months ended June 30, 2023. This decrease was due to a $55.1 million decrease in our weighted average outstanding borrowings along with a decrease in the weighted average interest rate on our outstanding borrowings from 6.9% for the six months ended June 30, 2023 to 6.6% for the six months ended June 30, 2024.

 

24

 

Income Taxes

 

Income tax expense increased to $0.7 million for the six months ended June 30, 2024 from $0.2 million for the six months ended June 30, 2023. The effective tax rate was 13.9% and 9.5% for the six months ended June 30, 2024 and 2023, respectively. Income tax expense and the effective tax rate for the six months ended June 30, 2024 and June 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The tax rate was further favorably impacted by the windfall benefits associated with the stock option exercises during the six months ended June 30, 2024 The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.

 

Liquidity and Capital Resources

 

Overview
 
Management uses a number of standards in measuring the Company’s liquidity, such as: working capital, profitability ratios, cash flows from operating activities, and activity ratios. The Company’s balance sheet generally provides the ability to pursue acquisitions, invest in new product lines and technologies and invest in additional working capital as necessary.

 

The Company’s primary source of liquidity has been its net income and the use of credit facilities and term loans as described further below. In the future, the Company may continue to use credit facilities and other secured and unsecured borrowings as a source of liquidity. The Company may also begin relying on the issuance of equity or debt securities. There can be no assurance that any such financings would be available to us on reasonable terms. Any future issuances of equity securities or securities convertible into or exercisable for equity securities may be dilutive to our shareholders. Additionally, the cost of the Company’s future sources of liquidity may differ from the costs of the Company’s sources of liquidity to date.

 

Working Capital

 

Superior carries inventories of both raw materials and finished products, the practice of which requires substantial working capital, which we believe to be common in the industry.


Cash and cash equivalents was $13.4 million as of June 30, 2024 and $19.9 million as of December 31, 2023. Working capital was $169.3 million at June 30, 2024 compared to $178.8 million at December 31, 2023. The decrease in working capital was primarily due to decreases in accounts receivable, cash and cash equivalents, and inventories, partially offset by a decrease in current liabilities and an increase in prepaid expenses and other current assets. The decrease in accounts receivable was primarily related to lower sales in our Branded Products segment during the six months ended June 30, 2024 compared to the six months ended December 31, 2023 and the collection of aged customer receivables. The decrease in cash and cash equivalents was driven by the repayment of outstanding borrowings with excess cash generated from operating activities during the six months ended June 30, 2024. The reduction of inventories was driven by the sale of existing inventory stock and the targeted reduction in certain inventory products within our Branded Products segment. The decreases in current liabilities include a reduction in accounts payable primarily driven by the timing of payments for inventory purchases within our Branded Products segment and a decrease in other current liabilities which was primarily related to employee-related accruals as of December 31, 2023 that were paid in 2024, including accrued bonus compensation, and the expiration of written put options. The increase in prepaid expenses and other current assets was driven by increases in prepaid income taxes and insurance.

 

Material Short-Term Plans for Cash

 

For the next twelve months, our primary capital requirements are to maintain our operations, meet contractual obligations, fund capital expenditures, pay dividends and for other general corporate purposes. We currently anticipate that we will spend more in capital expenditures in 2024 than we spent in 2023. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements for the next twelve months.

 

25

 

Material Long-Term Plans for Cash

 

Beyond the next twelve months, our principal demand for funds will be for maintenance of our core business, to satisfy long term contractual obligations and the continuation of the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of our facilities and technology. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions. The Company’s material contractual obligations include outstanding debt, operating leases, acquisition-related contingent liabilities, unfunded supplemental executive retirement plan liabilities and non-qualified deferred compensation plan liabilities. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements.

 

Cash Flows
 
Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the following table (in thousands):

 

   

Six Months Ended June 30,

 
   

2024

   

2023

 

Net cash provided by (used in):

               

Operating activities

  $ 16,300     $ 38,095  

Investing activities

    (1,974 )     (3,643 )

Financing activities

    (20,013 )     (33,722 )

Effect of exchange rates on cash

    (835 )     297  

Net increase (decrease) in cash and cash equivalents

  $ (6,522 )   $ 1,027  


Operating Activities. The decrease in net cash provided by operating activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily attributable to increases in cash outflows for accounts payable and other current liabilities and inventories and a decrease in cash inflows from contract assets, partially offset by an increase in net income. Working capital cash changes during the six months ended June 30, 2024 primarily included decreases of $10.6 million in accounts receivable, $6.4 million in accounts payable and other current liabilities and $3.9 million in inventories, and increases of $4.5 million in contract assets. Working capital cash changes during the six months ended June 30, 2023 primarily included increases of $10.6 million in inventories, $8.9 million in accounts receivable and $5.4 million in contract assets.

 

Investing Activities. The decrease in net cash used in investing activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was attributable to a decrease of $1.7 million in capital expenditures. 

 

Financing Activities. The decrease in net cash used in financing activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily attributable to a decrease of $13.0 million in net repayments of debt.

 

26

 

Credit Facilities (See Note 3 to the Financial Statements)

 

On August 23, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, the domestic subsidiaries of the Company, as guarantors, the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders are providing the Company senior secured credit facilities maturing in August 2027 consisting of a revolving credit facility in the aggregate maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million (collectively, the “Credit Facilities”), and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions. 

 

As of June 30, 2024, the Company had $78.5 million in outstanding borrowings under its Credit Facilities, consisting of $11.0 million outstanding under the revolving credit facility and $67.5 million outstanding under a term loan. As of June 30, 2024, the Company had undrawn capacity of $114.0 million under the revolving credit facility.

 

Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate (“SOFR”) plus an adjustment between 0.10% and 0.25% (depending on the applicable interest period) plus a margin between 1.0% and 2.0% (depending on the Company’s net leverage ratio). The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 6.4% as of June 30, 2024. During the term of the revolving credit facility, the Company will pay a commitment fee on the unused portion of the revolving credit facility equal to between 0.125% and 0.250% (depending on the Company’s net leverage ratio). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of June 30, 2024, there were no outstanding letters of credit under the revolving credit facility. 

 

Contractual principal payments for the term loan are as follows: remainder of 2024 - $2.8 million; 2025 - $5.6 million; 2026 - $6.6 million and 2027 - $52.5 million. The term loan does not contain pre-payment penalties.

 

The Credit Facilities are secured by substantially all of the operating assets of the Company, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Credit Agreement. The Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments (including dividends and related distributions), liquidations, mergers, consolidations or acquisitions, affiliate transactions and sales of assets or subsidiaries. The Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to 1.0 and a net leverage ratio not to exceed 4.0 to 1.0. The Company’s net leverage ratio (as defined in the Credit Agreement) is generally calculated as the ratio of (a) indebtedness minus unrestricted cash to (b) consolidated EBITDA for the four most recently ended fiscal quarters. As of June 30, 2024, the Company was in compliance with these ratios.


Dividends and Share Repurchase Program
 
During the six months ended June 30, 2024 and 2023, the Company paid cash dividends of $4.7 million and $4.6 million, respectively. The Company anticipates that it will continue to pay dividends in the future as financial conditions permit.

 
On May 2, 2019, the Company’s Board of Directors approved a stock repurchase program of up to 750,000 shares of the Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All purchases under this program will be open market transactions. At June 30, 2024, the Company’s remaining repurchase capacity under its common stock repurchase program was 657,451 shares. Shares purchased under the common stock repurchase program are constructively retired and returned to unissued status. The Company considers several factors in determining when to make share repurchases, including among other things, the cost of equity, the after-tax cost of borrowing, the debt to total capitalization targets and its expected future cash needs.

 

27

 

Critical Accounting Estimates

 

See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Non-GAAP Financial Measure

 

EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, income tax expense and depreciation and amortization expense. The Company believes EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences and (iii) asset base (depreciation and amortization). The Company uses EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs.

 

EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and assessing the Company’s results of operations. The presentation of the Company’s EBITDA may change from time to time, including as a result of changed business conditions, new accounting pronouncements or otherwise. If the presentation changes, the Company undertakes to disclose any change between periods and the reasons underlying that change. The Company’s EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

 

The following table reconciles net income to EBITDA (in thousands):

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net income

  $ 600     $ 1,213     $ 4,512     $ 2,101  

Interest expense

    1,541       2,624       3,328       5,194  

Income tax expense

    50       163       730       220  

Depreciation and amortization

    3,368       3,428       6,620       6,816  

EBITDA

  $ 5,559     $ 7,428     $ 15,190     $ 14,331  

 

ITEM 3.          Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

We are subject to market risk exposure related to changes in interest rates on our debt. Interest on our Credit Facilities is based upon the secured overnight financing rate (“SOFR”). As SOFR is a relatively new reference rate with a limited history, there may or may not be more volatility than with other reference rates such as LIBOR, which may result in increased borrowing costs for the Company. A hypothetical increase in the SOFR of 100 basis points as of January 1, 2024 would have resulted in approximately $0.4 million in additional pre-tax interest expense for the six months ended June 30, 2024. For further information regarding our debt instruments, see Note 3 to the Financial Statements.

 

Foreign Currency Exchange Risk

 

Sales to customers outside of the United States are subject to fluctuations in foreign currency exchange rates, which may negatively impact gross margin realized on our sales. Less than 5% of our sales contracts are denominated in foreign currencies. We cannot predict the effect of exchange rate fluctuations on our operating results. In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with our sales and expenses denominated in foreign currency. As of June 30, 2024, we had no foreign currency exchange hedging contracts. There can be no assurance that our strategies will adequately protect our operating results from the effect of exchange rate fluctuations.

 

28

 

Financial results of our foreign subsidiaries in the Branded Products segment are denominated in their local currencies, which include the Hong Kong dollar, the Chinese renminbi, the British pound, the Indian rupee, the Brazilian real, Colombian peso and the Canadian dollar. These operations may also have net assets and liabilities not denominated in their functional currency, which exposes us to changes in foreign currency exchange rates that impact income. Excluding intercompany payables and receivables considered to be long-term investments, changes in exchange rates for assets and liabilities not denominated in their functional currency are reported as foreign currency transaction gains (losses) within selling and administrative expenses in our statements of comprehensive income. During the six months ended June 30, 2024 and 2023, foreign currency losses were not significant. We also have exposure to foreign currency exchange risk from the translation of foreign subsidiaries from the local currency into the U.S. dollar. Comprehensive income during the six months ended June 30, 2024 and 2023 included a foreign currency translation adjustment loss of $1.7 million and a foreign currency translation adjustment gain of $0.6 million, respectively.

 

ITEM 4.          Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company conducted an evaluation, under supervision and with the participation of the Company’s principal executive officer, Michael Benstock, and the Company’s principal financial officer, Michael Koempel, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective because of the material weakness in the Company’s internal control over financial reporting described below and as previously disclosed in the Company's Annual Report on Form 10-K for the years ended December 31, 2022 and 2023.

 

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

As of December 31, 2022, management identified a material weakness relating to segregation of duties, change management and user access within certain proprietary information technology systems of the Contact Centers segment. The Company determined that management’s review controls over these areas are not designed effectively to detect a material misstatement related to the completeness, accuracy, and presentation of the financial statements. This material weakness continues to exist as of June 30, 2024.

 

Notwithstanding the identified material weakness, management, including our principal executive officer and principal financial officer have determined, based on the procedures we have performed, that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial condition, results of operations and cash flows at June 30, 2024 and for the periods presented in accordance with U.S. GAAP.

 

Ongoing Remediation Efforts with Respect to the Material Weakness

 

The Company’s management, under the oversight of the Audit Committee, has taken the following actions to remediate the material weakness relating to certain proprietary information technology systems of the Contact Centers segment identified as of December 31, 2022: (i) deployed enhanced change management software and reassessed approval authority levels in order to better manage access and program changes within our proprietary system; (ii) implemented processes and controls to better identify and manage segregation of duties; and (iii) designed and implemented additional enhanced review and monitoring controls.

 

While the Company was able to test the design effectiveness of the enhanced controls, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time, and management has concluded, through testing, that the related controls are effective. Therefore, the material weakness continued to exist as of June 30, 2024. The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.

 

Changes in Internal Control over Financial Reporting

 

Except as discussed above under “Ongoing Remediation Efforts with Respect to the Material Weakness,” there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

29

 

PART II - OTHER INFORMATION

 

ITEM 1.        Legal Proceedings

 

We are a party to certain lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

 

ITEM 1A.     Risk Factors

 

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A-Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Our manufacturing facilities and warehouses in Haiti are at risk of damage or disruptions from civil unrest and other occurrences.

 

Our Healthcare Apparel segment relies on our manufacturing facilities and warehouses in Haiti for the manufacturing and storage of finished goods. Our manufacturing facilities and warehouses may be damaged or our ability to use or access them may be disrupted as a result of civil unrest or other occurrences in Haiti. Such events may interfere with our manufacturing processes, information systems, telecommunication services, and product delivery for sustained periods and may also may make it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our manufacturing facilities could adversely affect our reputation, our relationships with our customers, our leadership team’s ability to administer and supervise our business, and cause us to incur substantial additional expenditures to repair or replace damaged equipment or facilities or commence alternate production locations. While we currently have commercial liability insurance, our insurance coverage may not be sufficient. Prolonged disruption of our manufacturing processes in Haiti also may entitle some of our customers to amend or terminate their contracts with us. Worsening conditions in Haiti may also result in the displacement of native Haitians looking for refuge in neighboring Dominican Republic which may result in the closure of roads and port access which may limit or restrict our normal and recurring business in Haiti. Any of the above factors may adversely affect our business, results of operations and financial condition.

 

30

 

ITEM 2.         Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of equity securities during the quarter ended June 30, 2024, that were not previously reported in a current report on Form 8-K.

 

The table below sets forth information with respect to purchases made by or on behalf of Superior Group of Companies, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended June 30, 2024.

 

Period

 

Total Number of Shares Purchased

   

Average Price Paid per Share

   

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

   

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

April 1, 2024 to April 30, 2024

    -     $ -       -          

May 1, 2024 to May 31, 2024

  -     -     -          

June 1, 2024 to June 30, 2024

    -       -       -          

Total

    -       -       -       657,451  

 

(1)

On May 2, 2019, the Company’s Board of Directors approved a stock repurchase program of up to 750,000 shares of the Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All purchases under this program will be open market transactions.

 

Under our Credit Agreement, if an event of default exists, we may not make distributions to our shareholders. The Credit Agreement also contains other restrictions. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Credit Facilities.” The Company is in full compliance with all terms, conditions and covenants of such agreement.

 

ITEM 3.     Defaults upon Senior Securities

 

Not applicable.

 

ITEM 4.     Mine Safety Disclosures

 

Not applicable.

 

 

ITEM 5.     Other Information

 

         Not applicable.

 

31

 
 

ITEM 6.     Exhibits

 

Exhibit No.   Description
10.1†   Performance Shares Agreement Grant to Michael Benstock, dated May 6, 2024, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.
10.2†   Performance Shares Agreement Grant to Michael Koempel, dated May 6, 2024, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.
31.1*   Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification by the Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**   Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS+

 

Inline XBRL Instance Document.

101.SCH+

 

Inline XBRL Taxonomy Extension Schema.

101.CAL+

 

Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF+

 

Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB+

 

Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE+

 

Inline XBRL Taxonomy Extension Presentation Linkbase.

104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

                         †  Management contracts and compensatory plans and arrangements.

                  *  Filed herewith.

**Furnished herewith.

+  Submitted electronically herewith.

 

32

 

 

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 thereunto duly authorized.

 

Date: August 6, 2024 SUPERIOR GROUP OF COMPANIES, INC.
     
                By /s/ Michael Benstock                           
    Michael Benstock
    Chief Executive Officer
    (Principal Executive Officer)
     
     
Date: August 6, 2024    
                By /s/ Michael Koempel                           
    Michael Koempel
   

Chief Financial Officer

(Principal Financial Officer)

 

33

Exhibit 31.1

 

CERTIFICATIONS

 

I, Michael Benstock, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q of Superior Group of Companies, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 6, 2024

 

/s/ Michael Benstock         

Michael Benstock

Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Michael Koempel, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q of Superior Group of Companies, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 6, 2024

 

 

/s/ Michael Koempel                

 

Michael Koempel

Chief Financial Officer

(Principal Financial Officer)

 

 

 

Exhibit 32

 

 

Written Statement of the Chief Executive Officer and the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

 

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Superior Group of Companies, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Michael Benstock             

Michael Benstock

Chief Executive Officer

(Principal Executive Officer)

 

Date: August 6, 2024

 

 

 

/s/ Michael Koempel         

Michael Koempel

Chief Financial Officer

(Principal Financial Officer)

 

Date: August 6, 2024

 

 

 

 
v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 24, 2024
Document Information [Line Items]    
Entity Central Index Key 0000095574  
Entity Registrant Name SUPERIOR GROUP OF COMPANIES, INC.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-05869  
Entity Incorporation, State or Country Code FL  
Entity Tax Identification Number 11-1385670  
Entity Address, Address Line One 200 Central Avenue, Suite 2000  
Entity Address, City or Town St. Petersburg  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33701  
City Area Code 727  
Local Phone Number 397-9611  
Title of 12(b) Security Common Stock $0.001 par value per share  
Trading Symbol SGC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,774,044
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net sales $ 131,736 $ 129,162 $ 270,578 $ 259,935
Costs and expenses:        
Cost of goods sold 80,981 81,566 164,506 165,231
Selling and administrative expenses 48,375 43,382 97,124 86,761
Other periodic pension costs 189 214 378 428
Interest expense 1,541 2,624 3,328 5,194
Costs and Expenses 131,086 127,786 265,336 257,614
Income before income tax expense 650 1,376 5,242 2,321
Income tax expense 50 163 730 220
Net income $ 600 $ 1,213 $ 4,512 $ 2,101
Net income per share:        
Basic (in dollars per share) $ 0.04 $ 0.08 $ 0.28 $ 0.13
Diluted (in dollars per share) $ 0.04 $ 0.08 $ 0.27 $ 0.13
Weighted average shares outstanding during the period:        
Weighted average number of shares outstanding during the period, basic (in shares) 16,221,073 15,987,007 16,124,553 15,935,001
Weighted average number of shares outstanding during the period, diluted (in shares) 16,769,297 16,124,816 16,611,375 16,121,573
Other comprehensive income (loss), net of tax:        
Recognition of net losses included in net periodic pension costs $ 23 $ 41 $ 46 $ 82
Foreign currency translation adjustment (1,251) 277 (1,732) 584
Other comprehensive income (loss) (1,228) 318 (1,686) 666
Comprehensive income (loss) $ (628) $ 1,531 $ 2,826 $ 2,767
Cash dividends per common share (in dollars per share) $ 0.14 $ 0.14 $ 0.28 $ 0.28
Net sales $ 131,736 $ 129,162 $ 270,578 $ 259,935
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 13,374 $ 19,896
Accounts receivable, less allowance for doubtful accounts of $3,591 and $4,237, respectively 92,628 103,494
Inventories 93,031 98,067
Contract assets 53,027 48,715
Prepaid expenses and other current assets 10,197 9,188
Total current assets 262,257 279,360
Property, plant and equipment, net 44,267 46,890
Operating lease right-of-use assets 16,774 17,909
Deferred tax asset 12,341 12,356
Intangible assets, net 49,125 51,160
Other assets 15,558 14,775
Total assets 400,322 422,450
Current liabilities:    
Accounts payable 46,949 50,520
Other current liabilities 39,336 43,978
Current portion of long-term debt 5,625 4,688
Current portion of acquisition-related contingent liabilities 1,026 1,403
Total current liabilities 92,936 100,589
Long-term debt 72,100 88,789
Long-term pension liability 13,439 13,284
Long-term acquisition-related contingent liabilities 673 557
Long-term operating lease liabilities 11,655 12,809
Other long-term liabilities 8,609 8,784
Total liabilities 199,412 224,812
Commitments and contingencies (Note 5)
Shareholders’ equity:    
Preferred stock, $.001 par value - authorized 300,000 shares (none issued) 0 0
Common stock, $.001 par value - authorized 50,000,000 shares, issued and outstanding 16,792,577 and 16,564,712 shares, respectively 16 16
Additional paid-in capital 82,759 77,443
Retained earnings 122,106 122,464
Accumulated other comprehensive loss, net of tax:    
Pensions (1,077) (1,122)
Foreign currency translation adjustment (2,894) (1,163)
Total shareholders’ equity 200,910 197,638
Total liabilities and shareholders’ equity $ 400,322 $ 422,450
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts receivable, allowance for doubtful accounts $ 3,591 $ 4,237
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 300,000 300,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 50,000,000 50,000,000
Common stock, shares issued (in shares) 16,792,577 16,564,712
Common stock, shares outstanding (in shares) 16,792,577 16,564,712
v3.24.2.u1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
$ in Thousands
Restricted Stock [Member]
Common Stock [Member]
Restricted Stock [Member]
Additional Paid-in Capital [Member]
Restricted Stock [Member]
Retained Earnings [Member]
Restricted Stock [Member]
AOCI Attributable to Parent [Member]
Restricted Stock [Member]
Performance Shares [Member]
Common Stock [Member]
Performance Shares [Member]
Additional Paid-in Capital [Member]
Performance Shares [Member]
AOCI Attributable to Parent [Member]
Performance Shares [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Balance (in shares) at Dec. 31, 2022                   16,376,683        
Balance at Dec. 31, 2022                   $ 16 $ 72,615 $ 122,979 $ (3,011) $ 192,599
Common shares issued upon exercise of options and SARs, net (in shares)                   5,604        
Common shares issued upon exercise of options and SARs, net                   $ 0 43 0 0 43
Share-based compensation expense                   0 2,420 0 0 2,420
Share-based compensation expense                   0 2,420 0 0 2,420
Cash dividends declared                   0 0 (4,590) 0 (4,590)
Net income                   0 0 2,101 0 2,101
Pensions, net of taxes                   0 0 0 82 82
Change in currency translation adjustment, net of taxes                   $ 0 0 0 584 584
Restricted shares issued, net of forfeitures (in shares) 117,025                          
Restricted shares issued, net of forfeitures $ 0 $ 0 $ 0 $ 0 $ 0                  
Performance based shares issued (in shares) 117,025                          
Balance (in shares) at Jun. 30, 2023                   16,499,312        
Balance at Jun. 30, 2023                   $ 16 75,078 120,490 (2,345) 193,239
Balance (in shares) at Mar. 31, 2023                   16,498,312        
Balance at Mar. 31, 2023                   $ 16 73,730 121,572 (2,663) 192,655
Common shares issued upon exercise of options and SARs, net (in shares)                   1,000        
Common shares issued upon exercise of options and SARs, net                   $ 0 8 0 0 8
Share-based compensation expense                   0 1,340 0 0 1,340
Share-based compensation expense                   0 1,340 0 0 1,340
Cash dividends declared                   0 0 (2,295) 0 (2,295)
Net income                   0 0 1,213 0 1,213
Pensions, net of taxes                   0 0 0 41 41
Change in currency translation adjustment, net of taxes                   $ 0 0 0 277 277
Balance (in shares) at Jun. 30, 2023                   16,499,312        
Balance at Jun. 30, 2023                   $ 16 75,078 120,490 (2,345) $ 193,239
Balance (in shares) at Dec. 31, 2023                   16,564,712       16,564,712
Balance at Dec. 31, 2023                   $ 16 77,443 122,464 (2,285) $ 197,638
Common shares issued upon exercise of options and SARs, net                   0 1,289 (213) 0 1,076
Share-based compensation expense                   0 1,620 0 0 1,620
Share-based compensation expense                   0 1,620 0 0 1,620
Cash dividends declared                   0 0 (4,657) 0 (4,657)
Net income                   0 0 4,512 0 4,512
Pensions, net of taxes                   0 0 0 46 46
Change in currency translation adjustment, net of taxes                   $ 0 0 0 (1,732) $ (1,732)
Common shares issued upon exercise of options and SARs, net (in shares)                   113,346       119,303
Restricted shares issued, net of forfeitures (in shares) 104,623         9,896                
Restricted shares issued, net of forfeitures $ 0 0 0 0 0                  
Written put options                   $ 0 2,407 0 0 $ 2,407
Performance based shares issued (in shares) 104,623         9,896                
Performance based shares issued           $ 0 $ 0 $ 0 $ 0          
Balance (in shares) at Jun. 30, 2024                   16,792,577       16,792,577
Balance at Jun. 30, 2024                   $ 16 82,759 122,106 (3,971) $ 200,910
Balance (in shares) at Mar. 31, 2024                   16,743,723        
Balance at Mar. 31, 2024                   $ 16 79,602 123,946 (2,743) 200,821
Common shares issued upon exercise of options and SARs, net                   0 740 (113) 0 627
Share-based compensation expense                   0 605 0 0 605
Share-based compensation expense                   0 605 0 0 605
Cash dividends declared                   0 0 (2,327) 0 (2,327)
Net income                   0 0 600 0 600
Pensions, net of taxes                   0 0 0 23 23
Change in currency translation adjustment, net of taxes                   $ 0 0 0 (1,251) (1,251)
Common shares issued upon exercise of options and SARs, net (in shares)                   60,035        
Restricted shares issued, net of forfeitures (in shares) (11,181)                          
Restricted shares issued, net of forfeitures $ 0 $ 0 $ 0 $ 0 $ 0                  
Written put options                   $ 0 1,812 0 0 $ 1,812
Performance based shares issued (in shares) (11,181)                          
Balance (in shares) at Jun. 30, 2024                   16,792,577       16,792,577
Balance at Jun. 30, 2024                   $ 16 $ 82,759 $ 122,106 $ (3,971) $ 200,910
v3.24.2.u1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Cash dividends declared, per share (in dollars per share) $ 0.14 $ 0.14 $ 0.28 $ 0.28
Pensions, tax $ 8 $ 14 $ 15 $ 28
Change in currency translation adjustment, tax $ 0 $ 0 $ 0 $ 0
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 4,512 $ 2,101
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 6,620 6,816
Inventory write-downs 888 144
Provision for bad debts - accounts receivable (383) (628)
Share-based compensation expense 1,620 2,420
Change in fair value of acquisition-related contingent liabilities 296 (733)
Change in fair value of written put options 653 (145)
Changes in assets and liabilities:    
Accounts receivable 10,578 8,854
Contract assets (4,526) 5,447
Inventories 3,936 10,555
Prepaid expenses and other current assets (1,309) 2,747
Other assets (639) (1,468)
Accounts payable and other current liabilities (6,424) 1,280
Long-term pension liability 217 379
Other long-term liabilities 261 326
Net cash provided by operating activities 16,300 38,095
CASH FLOWS FROM INVESTING ACTIVITIES    
Additions to property, plant and equipment (1,974) (3,643)
Net cash used in investing activities (1,974) (3,643)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings of debt 10,000 1,000
Repayment of debt (25,875) (29,875)
Debt issuance costs 0 (300)
Payment of cash dividends (4,657) (4,590)
Payment of acquisition-related contingent liabilities (557) 0
Proceeds received on exercise of stock options 1,076 43
Net cash used in financing activities (20,013) (33,722)
Effect of currency exchange rates on cash (835) 297
Net increase (decrease) in cash and cash equivalents (6,522) 1,027
Cash and cash equivalents balance, beginning of period 19,896 17,722
Cash and cash equivalents balance, end of period $ 13,374 $ 18,749
v3.24.2.u1
Note 1 - Description of Business and Basis of Presentation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 1 – Description of Business and Basis of Presentation:

 

Description of business

 

Superior Group of Companies, Inc. (together with its subsidiaries, “the Company,” “Superior,” “we,” “our,” or “us”) was organized in 1920 and was incorporated in 1922 as a New York company under the name Superior Surgical Mfg. Co., Inc. In 1998, the Company changed its name to Superior Uniform Group, Inc. and redomiciled to Florida. Effective on May 3, 2018, Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.

 

Superior’s Branded Products segment, primarily through its signature marketing brands BAMKO® and HPI®, produces and sells customized merchandising solutions, promotional products and branded uniform programs. Branded products are manufactured through third parties or in Superior’s own facilities, and are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States, Canada, and Brazil, with support services in China and India.

 

Superior’s Healthcare Apparel segment, primarily through its signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, manufactures (through third parties or in its own facilities) and sells a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.

 

Superior’s Contact Centers segment, through multiple The Office Gurus® entities, including subsidiaries in El Salvador, Belize, Jamaica, Dominican Republic and the United States (collectively, “TOG”), provides outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements of Superior included herein have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") ("U.S." or "United States") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Intercompany items have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and filed with the SEC. Management believes that the information furnished includes all adjustments of a normal recurring nature that are necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

 

The Company refers to the condensed consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income (loss),” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein.

 

Reclassifications

 

The accompanying financial statements for the previous year contain certain reclassifications. Reclassifications impact the reporting of accounts receivable-other within the condensed consolidated balance sheets and statements of cash flows and items as described within Note 9. These reclassifications have no effect on previously reported results of operations.

 

Written Put Options

 

During the second quarter of 2022, the Company entered into written put options with a former employee that, if exercised by the former employee, required the Company to repurchase up to 207,970 shares of its common stock at fair market value (as defined in the agreement), subject to certain limitations. The original fair value of the written put options upon entering into the agreement was $3.6 million. The written put options were liabilities under ASC 480,Distinguishing Liabilities from Equity” because the options embody obligations to repurchase the Company’s shares by paying cash. As of December 31, 2023, the fair value of the written put options were $1.8 million. The fair value of the written put options was based directly on the Company’s stock price and included in other current liabilities in our balance sheets. The written put options expire after twenty-four months and contain certain quarterly maximums. During the six months ended June 30, 2024, the remaining unexpired options of 132,924 expired resulting in a $2.4 million reduction in other current liabilities with an offset to additional paid-in capital. We recognized unrealized losses of $0.3 million on written put options during each of the three months ended June 30, 2024 and 2023. We recognized an unrealized loss of $0.7 million and an unrealized gain of $0.1 million on written put options during the six months ended June 30, 2024 and 2023, respectively. Unrealized gains and losses from changes in the fair value of the written put options were included within selling and administrative expenses in our statements of comprehensive income. 

 

Recent Accounting Pronouncements

 

We consider the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not listed below were assessed and determined to not be applicable.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)Improvements to Reportable Segment Disclosures". The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker ("CODM"). The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We will adopt the disclosure requirements of ASU 2023-07 in our December 31, 2024 annual financial statements. The adoption of the ASU will only impact our disclosures, which will be made on a retrospective basis, with no impacts on our results of operations, cash flows or financial condition. The Company’s adoption of this standard is not expected to have a material impact on its financial statements.

 

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)Improvements to Income Tax Disclosures". The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024, which for the Company is the calendar year beginning January 1, 2025. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.

 

v3.24.2.u1
Note 2 - Inventories
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

NOTE 2 – Inventories:

 

Inventories consisted of the following amounts (in thousands):

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Finished goods

 $68,890  $72,370 

Work in process

  1,323   671 

Raw materials

  22,818   25,026 

Inventories

 $93,031  $98,067 

 

 

v3.24.2.u1
Note 3 - Long-term Debt
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

NOTE 3 – Long-Term Debt:

 

Debt consisted of the following (in thousands):

 

  

June 30,

  

December 31,

 
  2024  2023 

Credit Facilities:

        

Revolving credit facility due August 2027

 $11,000  $25,000 

Term loan due August 2027

  67,500   69,375 
   78,500   94,375 

Less:

        

Payments due within one year included in current liabilities

  5,625   4,688 

Debt issuance costs

  775   898 

Long-term debt less current maturities

 $72,100  $88,789 

 

On August 23, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, the domestic subsidiaries of the Company, as guarantors, the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders are providing the Company senior secured credit facilities maturing in August 2027 consisting of a revolving credit facility in the aggregate maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million (collectively, the “Credit Facilities”), and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions. 

 

Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate ("SOFR") plus an adjustment between 0.10% and 0.25% (depending on the applicable interest period) plus a margin between 1.0% and 2.0% (depending on the Company’s net leverage ratio). The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 6.4% as of  June 30, 2024. During the term of the revolving credit facility, the Company will pay a commitment fee on the unused portion of the revolving credit facility equal to between 0.125% and 0.250% (depending on the Company’s net leverage ratio). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of June 30, 2024, there were no outstanding letters of credit under the revolving credit facility.

 

Contractual principal payments for the term loan are as follows: remainder of 2024 - $2.8 million; 2025 - $5.6 million; 2026 - $6.6 million and 2027 - $52.5 million. The term loan does not contain pre-payment penalties.

 

The Credit Facilities are secured by substantially all of the operating assets of the Company, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Credit Agreement. The Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments (including dividends and related distributions), liquidations, mergers, consolidations or acquisitions, affiliate transactions and sales of assets or subsidiaries. The Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to 1.0 and a net leverage ratio not to exceed 4.0 to 1.0. The Company’s net leverage ratio (as defined in the Credit Agreement) is generally calculated as the ratio of (a) indebtedness minus unrestricted cash to (b) consolidated EBITDA for the four most recently ended fiscal quarters. As of June 30, 2024, the Company was in compliance with these ratios.

 

v3.24.2.u1
Note 4 - Net Sales
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

NOTE 4 – Net Sales:

 

For our Branded Products and Healthcare Apparel segments, revenue is primarily generated from the sale of finished products to customers. Revenues for our Branded Products and Healthcare Apparel segments are recognized when the performance obligations under the contract terms are satisfied. For certain contracts with customers in which the Company has an enforceable right to payment for goods with no alternative use, revenue is recognized over time upon receipt of finished goods into inventory. Revenue for goods that do have an alternative use or that the customer is not obligated to purchase under the terms of a contract is generally recognized when the goods are transferred to the customer. The Company includes shipping and handling fees billable to customers in net sales. Shipping and handling activities that occur after the transfer of promised goods are accrued as control is transferred to the customer rather than being treated as a separate performance obligation.

 

For our Contact Centers segment, revenue is generated from providing our customers with contact center services. Revenue for our Contact Centers segment is recognized as services are delivered. 

 

Revenue is measured at the amount of consideration we expect to receive in exchange for the goods or services. Variable consideration for estimated returns, allowances and other price variances is recorded based upon historical experience and current allowance programs. Contract terms may involve variable consideration clauses such as sales discounts and customer rebates, and revenue is adjusted accordingly for these provisions. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The promised amount of consideration in a contract is not adjusted for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that product or service will be one year or less. Sales taxes are excluded from the measurement of a performance obligation’s transaction price. Sales commissions are expensed as incurred when we expect that the amortization period of such costs will be one year or less.

 

For further information regarding our net sales disaggregated by reportable segment see Note 9.

 

Contract Assets and Contract Liabilities

 

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (in thousands):

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Accounts receivable

 $92,628  $103,494 

Current contract assets

  53,027   48,715 

Current contract liabilities

  4,571   5,346 

 

Contract assets relate to goods produced without an alternative use for which the Company has an enforceable right to payment but which has not yet been invoiced to the customer. The majority of the amounts included in contract assets on December 31, 2023 were transferred to accounts receivable during the six months ended June 30, 2024. Contract liabilities relate to payments received in advance of the Company completing its performance under a contract. Contract liabilities are included in other current liabilities in our balance sheets. During the six months ended June 30, 2024, $4.0 million of revenue was recognized from the contract liabilities balance as of December 31, 2023.

 

v3.24.2.u1
Note 5 - Contingencies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 5 – Contingencies:

 

The purchase price to acquire substantially all of the assets of Sutter’s Mill Specialties, Inc. (“Sutter’s Mill”) in December 2021 included contingent consideration based on varying levels of Sutter’s Mill’s EBITDA in each measurement period from 2022 to 2024. In July 2023, management agreed to settle the remaining contingent consideration obligation associated with this acquisition for $0.5 million, which was paid in the first quarter of 2024. The purchase price to acquire substantially all of the assets of Guardian Products, Inc. (“Guardian”) in  May 2022 included contingent consideration based on varying levels of Guardian’s EBITDA in each measurement period through  April 2025. The estimated fair value of Guardian acquisition-related contingent consideration payable as of June 30, 2024 was $1.7 million, of which $1.0 million is expected to be paid in the third quarter of 2024. The total estimated undiscounted remaining payment related to this contingent consideration payable is between $1.9 million and $2.0 million. The Company will continue to evaluate the Guardian liability for remeasurement at the end of each reporting period and any changes will be recorded in the Company’s statements of comprehensive income. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be different from the estimated value of the liability.

 

The Company is involved in various legal actions and claims arising from the normal course of business. In the opinion of management, the ultimate outcome of these matters is not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.

 

v3.24.2.u1
Note 6 - Share-based Compensation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 6 – Share-Based Compensation:

 

Share-based compensation expense is recorded in selling and administrative expense in the statements of comprehensive income. The following table details the share-based compensation expense by type of award for the periods presented (in thousands):

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Stock options and SARs

 $227  $390  $495  $699 

Restricted stock

  314   767   968   1,357 

Performance shares

  64   183   157   364 

Total share-based compensation expense

 $605  $1,340  $1,620  $2,420 

 

Stock Options and Stock Appreciation Rights (“SARs”)

 

The Company grants stock options and stock-settled SARs to employees that allow them to purchase shares of the Company’s common stock. Stock options are also granted to outside members of the Board of Directors of the Company. The Company determines the fair value of stock options and SARs at the date of grant using the Black-Scholes valuation model.

 

All stock options and SARs vest between one and three years after the grant date. Employee awards expire five years after the grant date, and those issued to directors expire ten years after the grant date. The Company issues new shares upon the exercise of stock options and SARs. Stock options, as well as SARs granted in tandem with stock options, are subject to accelerated vesting under certain circumstances as outlined in the 2013 Incentive Stock and Awards Plan (the “2013 Plan”) or 2022 Equity Incentive and Awards Plan (the “2022 Plan”), as applicable. 

 

 

 

A summary of stock option transactions during the six months ended June 30, 2024 follows:

 

        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  953,176  $14.73   2.80  $1,718 

Granted(1)

  183,800   14.38         

Exercised

  (119,303)  10.66         

Lapsed or cancelled

  (174,478)  16.26         

Outstanding, June 30, 2024

  843,195   14.91   3.42   4,169 

Exercisable, June 30, 2024

  341,940   18.57   2.27   896 

 

(1)

The weighted average grant date fair value of stock options granted was $4.27 per share.

 

As of June 30, 2024, the Company had $1.1 million in unrecognized compensation cost related to nonvested stock options to be recognized over the remaining weighted average vesting period of 1.2 years.

 

A summary of stock-settled SARs transactions during the six months ended June 30, 2024 follows:

 

        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  292,508  $14.35   2.07  $506 

Granted(1)

  79,128   13.84         

Exercised

  (17,920)  8.48         

Lapsed or cancelled

  (70,020)  18.95         

Outstanding, June 30, 2024

  283,696   13.44   2.49   1,649 

Exercisable, June 30, 2024

  149,492   13.96   0.97   837 

 

(1)

The weighted average grant date fair value of SARs granted was $3.80 per share.

 

As of June 30, 2024, the Company had $0.3 million in unrecognized compensation cost related to nonvested SARs to be recognized over the remaining weighted average vesting period of 1.3 years.

 

Restricted Stock

 

The Company has granted shares of restricted stock to directors and certain employees, which vest at a specified future date, generally after three years, over five years or when certain conditions are met. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan or 2022 Plan, as applicable. Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period.

 

A summary of restricted stock transactions during the six months ended June 30, 2024 follows:

 

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  428,366  $18.14 

Granted

  138,652   14.84 

Vested

  (47,608)  23.75 

Forfeited

  (34,029)  19.75 

Outstanding, June 30, 2024

  485,381   16.53 

 

As of June 30, 2024, the Company had $4.2 million of unrecognized compensation cost related to nonvested restricted stock grants expected to be recognized over the remaining weighted average vesting period of 1.8 years.

 

Performance Shares

 

The Company has granted performance shares, which either contain only service-based vesting conditions or service-based and performance-based vesting conditions. The service-based awards vest after the service period is met, which is generally three to five years. Expense for these grants is based on the fair value on the date of the grant and is being recognized on a straight-line basis over the respective service period. The performance-based awards generally vest after five years if the performance and service targets are met. The Company evaluates the performance conditions associated with these grants each reporting period to determine the expected number of shares to be issued. Expense for grants of performance shares is recognized on a straight-line basis over the respective service period based on the grant date fair value and expected number of shares to be issued. The awards are subject to accelerated vesting on a pro rata basis under certain circumstances as outlined in the 2013 Plan or 2022 Plan, as applicable, except in those circumstances in which award agreements or change in control agreements specify full vesting.

 

On May 1, 2024, the Compensation Committee approved the Company entering into a grant of 125,000 and 75,000 performance shares to Michael Benstock, Chief Executive Officer and Michael Koempel, Chief Financial Officer, respectively, under the 2022 Equity Incentive and Awards Plan. The performance shares agreements were executed on May 6, 2024. Each performance share represents a contingent right to receive one share of common stock. The performance shares will vest if, in each case and during a four-year performance period beginning on January 1, 2024, subject to additional requirements, the average closing price of the Company’s common stock over a rolling thirty (30) day period equals or exceeds 115%, 130%, and 150% of the closing share price on May 10, 2024 and the executive is still employed by the Company twelve (12) months after the applicable stock price condition has been satisfied. The fair value and derived service periods of the shares were determined based on a Monte Carlo valuation model, which includes estimates of the Company’s stock price volatility. Expense for these grants is being recognized on a straight-line basis over each tranche’s derived service period.

 

A summary of performance share transactions during the six months ended June 30, 2024 follows:

 

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  283,521  $18.13 

Granted

  200,000   14.73 

Vested

  (14,068)  17.77 

Forfeited

  (92,439)  19.97 

Outstanding, June 30, 2024

  377,014   15.89 

 

As of June 30, 2024, the Company had $3.1 million of unrecognized compensation cost related to nonvested performance share grants expected to be recognized over the remaining weighted average service period of 1.8 years.

 

v3.24.2.u1
Note 7 - Income Taxes
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 7 – Income Taxes:

 

The Company calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax expense or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

 

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.

 

For the three months ended June 30, 2024, the Company recorded a provision for income taxes of $0.1 million, which represents an effective tax rate of 7.7%. For the six months ended June 30, 2024, the Company recorded a provision for income taxes of $0.7 million, which represents an effective tax rate of 13.9%. The income tax provision and the effective tax rate for the three and six months ended June 30, 2024 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The tax rate was further favorably impacted by the windfall benefits associated with stock option exercises during the six months ended June 30, 2024, totaling $0.5 million.

 

For the three months ended  June 30, 2023, the Company recorded a provision for income taxes of $0.2 million, which represents an effective tax rate of 11.8%. For the six months ended  June 30, 2023, the Company recorded a provision for income taxes of $0.2 million, which represents an effective tax rate of 9.5%. The income tax provision and the effective tax rate for the three and six months ended June 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations subject to various statutory tax rates in those jurisdictions.

v3.24.2.u1
Note 8 - Net Income Per Share
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 8 – Net Income Per Share:

 

The Company’s basic net income per share is computed based on the weighted average number of shares of common stock outstanding for the period. Diluted net income per share includes the effect of the Company’s outstanding stock options, stock appreciation rights, nonvested shares of restricted stock and nonvested performance shares, if the inclusion of these items is dilutive.

 

The following table presents a reconciliation of basic and diluted net income per share for the periods presented:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net income used in the computation of basic and diluted net income per share (in thousands)

 $600  $1,213  $4,512  $2,101 
                 

Weighted average shares outstanding - basic

  16,221,073   15,987,007   16,124,553   15,935,001 

Dilutive common stock equivalents

  548,224   137,809   486,822   186,572 

Weighted average shares outstanding - diluted

  16,769,297   16,124,816   16,611,375   16,121,573 

Net income per share:

                

Basic

 $0.04  $0.08  $0.28  $0.13 

Diluted

 $0.04  $0.08  $0.27  $0.13 

 

Awards to purchase 295,361 and 1,268,882 shares of common stock with weighted average exercise prices of $21.90 and $15.19 per share were outstanding during the three months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

 

Awards to purchase 347,718 and 1,138,927 shares of common stock with weighted average exercise prices of $21.38 and $16.11 per share were outstanding during the six months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

 

v3.24.2.u1
Note 9 - Operating Segment Information
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 9  Operating Segment Information:

 

The Company manages and reports the following segments:

 

Branded Products segment: Primarily through our signature marketing brands BAMKO® and HPI®, we produce and sell customized merchandising solutions, promotional products and branded uniform programs. Branded products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States, Canada, and Brazil, with support services in China and India.

 

Healthcare Apparel segment: Primarily through our signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.

 

Contact Centers: Through multiple The Office Gurus® entities, including our subsidiaries in El Salvador, Belize, Jamaica, Dominican Republic and the United States (collectively, “TOG”), we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

 

Intersegment eliminations include the elimination of revenues and costs from services provided by the Contact Centers segment to the Company’s two other segments. Such costs are recognized as selling and administrative expenses in the Branded Products and Healthcare Apparel segments. Income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment are presented within Other in the tables below.

 

During the fourth quarter of 2023, our chief operating decision maker began to evaluate the performance of our segments using Segment EBITDA instead of income before income taxes. The Company has modified its presentation of segment performance to be consistent with this change, including prior periods presented for consistent and comparable presentation. Amounts that are included in income before income tax expense and excluded from Segment EBITDA include the following: interest expense and depreciation and amortization expense.

 

The following tables set forth financial information related to the Company’s operating segments (in thousands):

 

  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2024:

                        

Net sales

 $81,296  $26,592  $24,832  $(984) $-  $131,736 

Segment EBITDA

  6,724   1,277   3,181   -   (5,623) $5,559 

Supplemental information:

                        

Depreciation and amortization

 $1,567  $956  $753  $-  $92  $3,368 

Capital expenditures

 $322  $554  $413  $-  $10  $1,299 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2023:

                        

Net sales

 $79,592  $28,072  $22,758  $(1,260) $-  $129,162 

Segment EBITDA

  6,988   1,929   3,252   -   (4,741)  7,428 

Supplemental information:

                        

Depreciation and amortization

 $1,710  $976  $662  $-  $80  $3,428 

Capital expenditures

 $736  $64  $683  $-  $46  $1,529 
                         

 

  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2024:

                        

Net sales

 $168,364  $55,829  $48,384  $(1,999) $-  $270,578 

Segment EBITDA

  16,671   3,912   6,127   -   (11,520) $15,190 

Supplemental information:

                        

Depreciation and amortization

 $3,067  $1,893  $1,476  $-  $184  $6,620 

Capital expenditures

 $587  $727  $573  $-  $87  $1,974 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2023:

                        

Net sales

 $161,443  $56,226  $44,814  $(2,548) $-  $259,935 

Segment EBITDA

  14,498   3,501   6,045   -   (9,713)  14,331 

Supplemental information:

                        

Depreciation and amortization

 $3,374  $1,950  $1,330  $-  $162  $6,816 

Capital expenditures

 $2,007  $526  $1,064  $-  $46  $3,643 
                         

 

The following table reconciles income before income tax expense to Segment EBITDA (in thousands):

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income before income tax expense

 $650  $1,376  $5,242  $2,321 

Interest expense

  1,541   2,624   3,328   5,194 

Depreciation and amortization

  3,368   3,428   6,620   6,816 

Segment EBITDA

 $5,559  $7,428  $15,190  $14,331 

 

 

v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5.     Other Information

 

         Not applicable.

 

Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Rule 10b5-1 Arrangement Adopted [Flag] false
v3.24.2.u1
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements of Superior included herein have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") ("U.S." or "United States") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Intercompany items have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and filed with the SEC. Management believes that the information furnished includes all adjustments of a normal recurring nature that are necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

 

The Company refers to the condensed consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income (loss),” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein.

 

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

The accompanying financial statements for the previous year contain certain reclassifications. Reclassifications impact the reporting of accounts receivable-other within the condensed consolidated balance sheets and statements of cash flows and items as described within Note 9. These reclassifications have no effect on previously reported results of operations.

 

Derivatives, Policy [Policy Text Block]

Written Put Options

 

During the second quarter of 2022, the Company entered into written put options with a former employee that, if exercised by the former employee, required the Company to repurchase up to 207,970 shares of its common stock at fair market value (as defined in the agreement), subject to certain limitations. The original fair value of the written put options upon entering into the agreement was $3.6 million. The written put options were liabilities under ASC 480,Distinguishing Liabilities from Equity” because the options embody obligations to repurchase the Company’s shares by paying cash. As of December 31, 2023, the fair value of the written put options were $1.8 million. The fair value of the written put options was based directly on the Company’s stock price and included in other current liabilities in our balance sheets. The written put options expire after twenty-four months and contain certain quarterly maximums. During the six months ended June 30, 2024, the remaining unexpired options of 132,924 expired resulting in a $2.4 million reduction in other current liabilities with an offset to additional paid-in capital. We recognized unrealized losses of $0.3 million on written put options during each of the three months ended June 30, 2024 and 2023. We recognized an unrealized loss of $0.7 million and an unrealized gain of $0.1 million on written put options during the six months ended June 30, 2024 and 2023, respectively. Unrealized gains and losses from changes in the fair value of the written put options were included within selling and administrative expenses in our statements of comprehensive income. 

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

We consider the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not listed below were assessed and determined to not be applicable.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)Improvements to Reportable Segment Disclosures". The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker ("CODM"). The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We will adopt the disclosure requirements of ASU 2023-07 in our December 31, 2024 annual financial statements. The adoption of the ASU will only impact our disclosures, which will be made on a retrospective basis, with no impacts on our results of operations, cash flows or financial condition. The Company’s adoption of this standard is not expected to have a material impact on its financial statements.

 

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)Improvements to Income Tax Disclosures". The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024, which for the Company is the calendar year beginning January 1, 2025. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.

v3.24.2.u1
Note 2 - Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 

Finished goods

 $68,890  $72,370 

Work in process

  1,323   671 

Raw materials

  22,818   25,026 

Inventories

 $93,031  $98,067 
v3.24.2.u1
Note 3 - Long-term Debt (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

June 30,

  

December 31,

 
  2024  2023 

Credit Facilities:

        

Revolving credit facility due August 2027

 $11,000  $25,000 

Term loan due August 2027

  67,500   69,375 
   78,500   94,375 

Less:

        

Payments due within one year included in current liabilities

  5,625   4,688 

Debt issuance costs

  775   898 

Long-term debt less current maturities

 $72,100  $88,789 
v3.24.2.u1
Note 4 - Net Sales (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accounts Receivables and Contract Assets [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 

Accounts receivable

 $92,628  $103,494 

Current contract assets

  53,027   48,715 

Current contract liabilities

  4,571   5,346 
v3.24.2.u1
Note 6 - Share-based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Stock options and SARs

 $227  $390  $495  $699 

Restricted stock

  314   767   968   1,357 

Performance shares

  64   183   157   364 

Total share-based compensation expense

 $605  $1,340  $1,620  $2,420 
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  953,176  $14.73   2.80  $1,718 

Granted(1)

  183,800   14.38         

Exercised

  (119,303)  10.66         

Lapsed or cancelled

  (174,478)  16.26         

Outstanding, June 30, 2024

  843,195   14.91   3.42   4,169 

Exercisable, June 30, 2024

  341,940   18.57   2.27   896 
Share-Based Payment Arrangement, Stock Appreciation Right, Activity [Table Text Block]
        Weighted Average  Aggregate 
  

No. of

  

Weighted Average

  

Remaining Life

  

Intrinsic Value

 
  

Shares

  

Exercise Price

  

(in years)

  

(in thousands)

 

Outstanding, January 1, 2024

  292,508  $14.35   2.07  $506 

Granted(1)

  79,128   13.84         

Exercised

  (17,920)  8.48         

Lapsed or cancelled

  (70,020)  18.95         

Outstanding, June 30, 2024

  283,696   13.44   2.49   1,649 

Exercisable, June 30, 2024

  149,492   13.96   0.97   837 
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]
      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  428,366  $18.14 

Granted

  138,652   14.84 

Vested

  (47,608)  23.75 

Forfeited

  (34,029)  19.75 

Outstanding, June 30, 2024

  485,381   16.53 
Schedule of Nonvested Performance-Based Units Activity [Table Text Block]
      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2024

  283,521  $18.13 

Granted

  200,000   14.73 

Vested

  (14,068)  17.77 

Forfeited

  (92,439)  19.97 

Outstanding, June 30, 2024

  377,014   15.89 
v3.24.2.u1
Note 8 - Net Income Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net income used in the computation of basic and diluted net income per share (in thousands)

 $600  $1,213  $4,512  $2,101 
                 

Weighted average shares outstanding - basic

  16,221,073   15,987,007   16,124,553   15,935,001 

Dilutive common stock equivalents

  548,224   137,809   486,822   186,572 

Weighted average shares outstanding - diluted

  16,769,297   16,124,816   16,611,375   16,121,573 

Net income per share:

                

Basic

 $0.04  $0.08  $0.28  $0.13 

Diluted

 $0.04  $0.08  $0.27  $0.13 
v3.24.2.u1
Note 9 - Operating Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2024:

                        

Net sales

 $81,296  $26,592  $24,832  $(984) $-  $131,736 

Segment EBITDA

  6,724   1,277   3,181   -   (5,623) $5,559 

Supplemental information:

                        

Depreciation and amortization

 $1,567  $956  $753  $-  $92  $3,368 

Capital expenditures

 $322  $554  $413  $-  $10  $1,299 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Three Months Ended June 30, 2023:

                        

Net sales

 $79,592  $28,072  $22,758  $(1,260) $-  $129,162 

Segment EBITDA

  6,988   1,929   3,252   -   (4,741)  7,428 

Supplemental information:

                        

Depreciation and amortization

 $1,710  $976  $662  $-  $80  $3,428 

Capital expenditures

 $736  $64  $683  $-  $46  $1,529 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2024:

                        

Net sales

 $168,364  $55,829  $48,384  $(1,999) $-  $270,578 

Segment EBITDA

  16,671   3,912   6,127   -   (11,520) $15,190 

Supplemental information:

                        

Depreciation and amortization

 $3,067  $1,893  $1,476  $-  $184  $6,620 

Capital expenditures

 $587  $727  $573  $-  $87  $1,974 
                         
  

Branded Products

  

Healthcare Apparel

  

Contact Centers

  

Intersegment Eliminations

  

Other

  

Total

 

For the Six Months Ended June 30, 2023:

                        

Net sales

 $161,443  $56,226  $44,814  $(2,548) $-  $259,935 

Segment EBITDA

  14,498   3,501   6,045   -   (9,713)  14,331 

Supplemental information:

                        

Depreciation and amortization

 $3,374  $1,950  $1,330  $-  $162  $6,816 

Capital expenditures

 $2,007  $526  $1,064  $-  $46  $3,643 
                         
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income before income tax expense

 $650  $1,376  $5,242  $2,321 

Interest expense

  1,541   2,624   3,328   5,194 

Depreciation and amortization

  3,368   3,428   6,620   6,816 

Segment EBITDA

 $5,559  $7,428  $15,190  $14,331 
v3.24.2.u1
Note 1 - Description of Business and Basis of Presentation (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Jun. 30, 2022
Unrealized Gain (Loss) on Derivatives     $ (653) $ 145    
Options Held [Member]            
Derivative, Underlying Investment, Shares (in shares)           207,970
Derivative, Underlying Investment, Fair Value         $ 1,800 $ 3,600
Open Option Contracts, Expiration Period (Month)           24 months
Derivative, Underlying Investment, Shares, Expirations in Period (in shares)     132,924      
Increase (Decrease) in Derivative Liabilities     $ 2,400      
Unrealized Gain (Loss) on Derivatives $ (300) $ 300 $ 700 $ 100    
v3.24.2.u1
Note 2 - Inventories - Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Mar. 31, 2023
Finished goods $ 68,890   $ 72,370
Work in process 1,323   671
Raw materials 22,818   25,026
Inventories $ 93,031 $ 98,067 $ 98,067
v3.24.2.u1
Note 3 - Long-term Debt (Details Textual) - Credit Agreement [Member]
$ in Thousands
Aug. 23, 2022
USD ($)
Jun. 30, 2024
USD ($)
Long-Term Debt, Maturity, Remainder of Fiscal Year   $ 2,800
Long-Term Debt, Maturity, Year One   5,600
Long-Term Debt, Maturity, Year Two   6,600
Long-Term Debt, Maturity, Year Three   $ 52,500
Debt Instrument Covenant Fixed Charge Coverage Ratio 1.25  
Debt Instrument Covenant, Net Leverage Ratio 4  
PNC Bank [Member]    
Line of Credit Facility, Additional Capacity Available $ 75,000  
Debt, Weighted Average Interest Rate   6.40%
PNC Bank [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member]    
Debt Instrument, Basis Spread on Variable Rate 0.10%  
PNC Bank [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 0.25%  
PNC Bank [Member] | Adjusted Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member]    
Debt Instrument, Basis Spread on Variable Rate 1.00%  
PNC Bank [Member] | Adjusted Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 2.00%  
Revolving Credit Facility [Member]    
Letters of Credit Outstanding, Amount   $ 0
Revolving Credit Facility [Member] | PNC Bank [Member]    
Line of Credit Facility, Maximum Borrowing Capacity $ 125,000  
Revolving Credit Facility [Member] | PNC Bank [Member] | Minimum [Member]    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.125%  
Revolving Credit Facility [Member] | PNC Bank [Member] | Maximum [Member]    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.25%  
Term Loan [Member] | PNC Bank [Member]    
Line of Credit Facility, Maximum Borrowing Capacity $ 75,000  
v3.24.2.u1
Note 3 - Long-term Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Long-term debt, gross $ 78,500 $ 94,375
Payments due within one year included in current liabilities 5,625 4,688
Debt issuance costs 775 898
Long-term debt less current maturities 72,100 88,789
PNC Bank [Member] | Revolving Credit Facility [Member]    
Long-term debt, gross 11,000 25,000
BB&T [Member] | Term Loan Maturing May 2020 [Member]    
Long-term debt, gross $ 67,500 $ 69,375
v3.24.2.u1
Note 4 - Net Sales (Details Textual)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Contract with Customer, Liability, Revenue Recognized $ 4
v3.24.2.u1
Note 4 - Net Sales - Accounts Receivable and Contract Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts receivable $ 92,628 $ 103,494
Current contract assets 53,027 48,715
Current contract liabilities $ 4,571 $ 5,346
v3.24.2.u1
Note 5 - Contingencies (Details Textual) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Business Combination, Contingent Consideration, Liability, Current   $ 1,026   $ 1,403
Sutter's Mill [Member]        
Business Combination, Contingent Consideration, Liability, Current     $ 500  
Guardian Products, Inc [Member]        
Business Combination, Contingent Consideration, Liability, Current   1,700    
Guardian Products, Inc [Member] | Minimum [Member]        
Business Combination, Contingent Consideration, Liability, Current   1,900    
Guardian Products, Inc [Member] | Maximum [Member]        
Business Combination, Contingent Consideration, Liability, Current   $ 2,000    
Guardian Products, Inc [Member] | Forecast [Member]        
Business Combination, Contingent Consideration, Liability, Current $ 1,000      
v3.24.2.u1
Note 6 - Share-based Compensation (Details Textual) - USD ($)
$ / shares in Units, $ in Millions
6 Months Ended
May 10, 2024
May 01, 2024
Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)     5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 4.27
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 3.1
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 9 months 18 days
Share-Based Payment Arrangement, Option [Member]      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 1.1
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 2 months 12 days
Stock Appreciation Rights (SARs) [Member]      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 0.3
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 3 months 18 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 3.8
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)     79,128
Restricted Stock [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     3 years
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 4.2
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 9 months 18 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 14.84
Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 14.73
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member]      
Share based Compensation Arrangement By Share based Payment Award Award Vesting Rights Requirement Percentage Of Closing Share Price 115.00%    
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member]      
Share based Compensation Arrangement By Share based Payment Award Award Vesting Rights Requirement Percentage Of Closing Share Price 130.00%    
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member]      
Share based Compensation Arrangement By Share based Payment Award Award Vesting Rights Requirement Percentage Of Closing Share Price 150.00%    
Outside Directors [Member]      
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)     10 years
Michael Benstock [Member] | Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)   125,000  
Michael Koempel [Member] | Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)   75,000  
Minimum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     1 year
Minimum [Member] | Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     3 years
Maximum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     3 years
Maximum [Member] | Restricted Stock [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     5 years
Maximum [Member] | Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     5 years
v3.24.2.u1
Note 6 - Share-based Compensation - Share-based Compensation Expense and the Related Tax Benefit (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based compensation expense $ 605 $ 1,340 $ 1,620 $ 2,420
Stock Options and SARs [Member]        
Share-based compensation expense 227 390 495 699
Restricted Stock [Member]        
Share-based compensation expense 314 767 968 1,357
Performance Shares [Member]        
Share-based compensation expense $ 64 $ 183 $ 157 $ 364
v3.24.2.u1
Note 6 - Share-based Compensation - Stock Option Transactions (Details)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Outstanding, options (in shares) | shares 953,176  
Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 14.73  
Outstanding, weighted average remaining life (Year) 3 years 5 months 1 day 2 years 9 months 18 days
Outstanding, aggregate intrinsic value | $ $ 4,169 $ 1,718
Granted (in shares) | shares 183,800 [1]  
Granted, weighted average exercise price (in dollars per share) | $ / shares $ 14.38  
Exercised (in shares) | shares (119,303)  
Exercised, weighted average exercise price (in dollars per share) | $ / shares $ 10.66  
Lapsed or cancelled (in shares) | shares (174,478)  
Lapsed or cancelled, weighted average exercise price (in dollars per share) | $ / shares $ 16.26  
Outstanding, options (in shares) | shares 843,195 953,176
Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 14.91 $ 14.73
Exercisable, options (in shares) | shares 341,940  
Exercisable, weighted average exercise price, options (in dollars per share) | $ / shares $ 18.57  
Exercisable, weighted average remaining life (Year) 2 years 3 months 7 days  
Exercisable, aggregate intrinsic value, options | $ $ 896  
[1] The weighted average grant date fair value of stock options granted was $4.27 per share.
v3.24.2.u1
Note 6 - Share-based Compensation - Stock-settled Stock Appreciation Rights Transactions (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Lapsed or cancelled (in shares) (174,478)  
Lapsed or cancelled, weighted average exercise price (in dollars per share) $ 16.26  
Stock Appreciation Rights (SARs) [Member]    
Outstanding SARS (in shares) 292,508  
Outstanding (in dollars per share) $ 14.35  
Outstanding SARS, weighted average remaining life (Year) 2 years 5 months 26 days 2 years 25 days
Outstanding SARS, aggregate intrinsic value $ 1,649 $ 506
Granted SARs (in shares) 79,128  
Granted SARS, weighted average exercise price (in dollars per share) $ 13.84  
Exercised SARs (in shares) (17,920)  
Exercised SARS, weighted average exercise price (in dollars per share) $ 8.48  
Lapsed or cancelled (in shares) (70,020)  
Lapsed or cancelled, weighted average exercise price (in dollars per share) $ 18.95  
Outstanding SARS (in shares) 283,696 292,508
Outstanding SARS, weighted average exercise price (in dollars per share) $ 13.44 $ 14.35
Exercisable (in shares) 149,492  
Exercisable, weighted average exercise price (in dollars per share) $ 13.96  
Exercisable SARS, weighted average remaining life (Year) 11 months 19 days  
Exercisable, aggregate intrinsic value $ 837  
v3.24.2.u1
Note 6 - Share-based Compensation - Restricted Stock Transactions (Details) - Restricted Stock [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Outstanding (in shares) | shares 428,366
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares $ 18.14
Granted (in shares) | shares 138,652
Granted, weighted average grant date fair value (in dollars per share) | $ / shares $ 14.84
Vested (in shares) | shares (47,608)
Vested, weighted average grant date fair value (in dollars per share) | $ / shares $ 23.75
Forfeited (in shares) | shares (34,029)
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares $ 19.75
Outstanding (in shares) | shares 485,381
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares $ 16.53
v3.24.2.u1
Note 6 - Share-based Compensation - Performance Share Transactions (Details) - Performance Shares [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Outstanding (in shares) | shares 283,521
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares $ 18.13
Granted (in shares) | shares 200,000
Granted, weighted average grant date fair value (in dollars per share) | $ / shares $ 14.73
Vested (in shares) | shares (14,068)
Vested, weighted average grant date fair value (in dollars per share) | $ / shares $ 17.77
Forfeited (in shares) | shares (92,439)
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares $ 19.97
Outstanding (in shares) | shares 377,014
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares $ 15.89
v3.24.2.u1
Note 7 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Expense (Benefit) $ 50 $ 163 $ 730 $ 220
Effective Income Tax Rate Reconciliation, Percent 7.70% 11.80% 13.90% 9.50%
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Amount     $ 500  
Supplemental Executive Retirement Plan (SERP) [Member]        
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount   $ 200    
v3.24.2.u1
Note 8 - Net Income Per Share (Details Textual) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 295,361 1,268,882 347,718 1,138,927
Antidilutive Securities Excluded from Computation of Earnings Per Share, Weight Average Exercise Price (in dollars per share) $ 21.9 $ 15.19 $ 21.38 $ 16.11
v3.24.2.u1
Note 8 - Net Income Per Share - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net income $ 600 $ 1,213 $ 4,512 $ 2,101
Weighted average number of shares outstanding during the period, basic (in shares) 16,221,073 15,987,007 16,124,553 15,935,001
Dilutive common stock equivalents (in shares) 548,224 137,809 486,822 186,572
Weighted average shares outstanding - diluted (in shares) 16,769,297 16,124,816 16,611,375 16,121,573
Basic (in dollars per share) $ 0.04 $ 0.08 $ 0.28 $ 0.13
Diluted (in dollars per share) $ 0.04 $ 0.08 $ 0.27 $ 0.13
v3.24.2.u1
Note 9 - Operating Segment Information - Information Related to the Operations of the Company's Operating Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net sales $ 131,736 $ 129,162 $ 270,578 $ 259,935
Segment EBITDA 5,559 7,428 15,190 14,331
Depreciation and amortization 3,368 3,428 6,620 6,816
Capital expenditures 1,299 1,529 1,974 3,643
Depreciation and amortization 3,368 3,428 6,620 6,816
Net sales 131,736 129,162 270,578 259,935
Depreciation and amortization 3,368 3,428 6,620 6,816
Capital expenditures 1,299 1,529 1,974 3,643
Operating Segments [Member] | Branded Products [Member]        
Net sales 81,296 79,592 168,364 161,443
Segment EBITDA 6,724 6,988 16,671 14,498
Depreciation and amortization 1,567 1,710 3,067 3,374
Capital expenditures 322 736 587 2,007
Depreciation and amortization 1,567 1,710 3,067 3,374
Net sales 81,296 79,592 168,364 161,443
Depreciation and amortization 1,567 1,710 3,067 3,374
Capital expenditures 322 736 587 2,007
Operating Segments [Member] | Healthcare Apparel [Member]        
Net sales 26,592 28,072 55,829 56,226
Segment EBITDA 1,277 1,929 3,912 3,501
Depreciation and amortization 956 976 1,893 1,950
Capital expenditures 554 64 727 526
Depreciation and amortization 956 976 1,893 1,950
Net sales 26,592 28,072 55,829 56,226
Depreciation and amortization 956 976 1,893 1,950
Capital expenditures 554 64 727 526
Operating Segments [Member] | Contact Centers [Member]        
Net sales 24,832 22,758 48,384 44,814
Segment EBITDA 3,181 3,252 6,127 6,045
Depreciation and amortization 753 662 1,476 1,330
Capital expenditures 413 683 573 1,064
Depreciation and amortization 753 662 1,476 1,330
Net sales 24,832 22,758 48,384 44,814
Depreciation and amortization 753 662 1,476 1,330
Capital expenditures 413 683 573 1,064
Intersegment Eliminations [Member]        
Net sales (984) (1,260) (1,999) (2,548)
Segment EBITDA 0 0 0 0
Depreciation and amortization 0 0 0 0
Capital expenditures 0 0 0 0
Depreciation and amortization 0 0 0 0
Net sales (984) (1,260) (1,999) (2,548)
Depreciation and amortization 0 0 0 0
Capital expenditures 0 0 0 0
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]        
Net sales 0 0 0 0
Segment EBITDA (5,623) (4,741) (11,520) (9,713)
Depreciation and amortization 92 80 184 162
Capital expenditures 10 46 87 46
Depreciation and amortization 92 80 184 162
Net sales 0 0 0 0
Depreciation and amortization 92 80 184 162
Capital expenditures $ 10 $ 46 $ 87 $ 46
v3.24.2.u1
Note 9 - Operating Segment Information - Segment Adjusted EBITDA Reconciliation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income before income tax expense $ 650 $ 1,376 $ 5,242 $ 2,321
Interest expense 1,541 2,624 3,328 5,194
Depreciation and amortization 3,368 3,428 6,620 6,816
Segment EBITDA $ 5,559 $ 7,428 $ 15,190 $ 14,331

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