8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) February 25, 2005

Superior Uniform Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	1-5869-1	11-1385670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10055 Seminole Blvd., Seminole, Florida 33772

Registrant’s telephone number including area code: (727) 397-9611

Not Applicable

(Former name or former address, if changed since last report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

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

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

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

Item 2.02. Results of Operations and Financial Condition

The following information is being furnished under Item 2.02 of Form 8-K: Press release by Superior Uniform Group, Inc. announcing its results of operations for the year ended December 31, 2004. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.	Description
99.1	Press release dated February 25, 2005

Signature

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 thereunder duly authorized.

SUPERIOR UNIFORM GROUP, INC.
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Senior Vice President, Chief Financial Officer and Treasurer

Date: February 25, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated February 25, 2005

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

Superior Uniform Group, Inc.

An American Stock Exchange Listed Company

10055 Seminole Boulevard

Seminole, Florida 33772-2539

Telephone (727) 397-9611

Fax (727) 803-9623

Contact: Andrew D. Demott, Jr., CFO	FOR IMMEDIATE RELEASE
(727) 803-7135

SUPERIOR UNIFORM GROUP, INC. ANNOUNCES YEAR-END OPERATING RESULTS

SEMINOLE, Florida - February 25, 2005 – Superior Uniform Group, Inc. (AMEX: SGC), one of the nation’s largest manufacturers of uniforms, career apparel and accessories, announced today its fourth quarter and year-end operating results for 2004.

The Company announced that for the year ended December 31, 2004, sales were $143,567,473 compared to 2003 sales of $137,326,341. Net income for the year ended December 31, 2004 was $5,378,687 or $.71 per share (diluted) compared to $5,703,910 or $.78 per share (diluted) reported for the year ended December 31, 2003.

Michael Benstock, Chief Executive Officer, commented: “The increase in revenues for the year ended December 31, 2004 is attributed to the acquisition of UniVogue and increasing revenues from several new national account contracts entered into during 2004 and the latter part of 2003. We have continued to see lower levels of demand from our existing customers. Gross margins were adversely impacted in 2004 by increased freight costs that we were unable to pass along to our customers. We have implemented improved processes that should help to substantially reduce this cost in the future. Earnings for the year were also negatively impacted by the costs associated with our efforts to prepare for compliance with Section 404 of the Sarbanes-Oxley Act. We incurred approximately $690,000 in pre-tax costs for outside consultants to assist in this process during the year. While we are through the first-year implementation phase of this process, we will continue to incur significant, albeit reduced costs in this area.

- more -

2004 was the first year of a major transition for the Company as we have moved from being a manufacturing driven company to more of a marketing, sales and distribution organization. We have invested a significant amount of our time and energy over the last year to upgrading our organization from the executive level to the sales force. We have built the marketing and sales organization that we believe will help us more effectively grow our business for years to come. We have invested in upgrades to both our SAP system and to our Warehouse Management System “WMS” to help us better service our customers in the future. We acquired UniVogue in the first quarter of 2004 and have transitioned the related operations into our central warehouse and corporate offices effective January 2005.

Our overall outlook for 2005 is very positive as a result of the improvements discussed above. However, first quarter sales and operating results are expected to be adversely impacted as a result of difficulties incurred during the implementation of our new Warehouse Management System in January. While we have encountered difficulty in the warehouse implementation, we believe that this new system will ultimately allow us to more efficiently service our customers in the future.”

Superior Uniform Group, through its Signature marketing brands – Fashion Seal^®, Fashion Seal Healthcare^™, Martin’s^®, Worklon^®, Universal^®, Sope Creek_^® and UniVogue^™ – manufactures and sells a wide range of uniforms, corporate I.D., career apparel and accessories for the hospital and healthcare fields; hotels; fast food and other restaurants; and public safety, industrial, transportation and commercial markets, as well as corporate and resort embroidered sportswear.

Statements contained in this press release which are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties, including without limitation those identified in the Company’s SEC filings, which could cause actual results to differ from those projected.

- more -

Comparative figures for 2004 are as follows:

Superior Uniform Group, Inc. and Subsidiary

Consolidated Summary of Operations

	Three Months Ended December 31,
	2004		2003
Net sales	$	37,441,823	$	34,766,700
Costs and expenses:
Cost of goods sold		25,402,481		22,626,019
Selling and administrative expenses		10,199,040		9,173,976
Interest expense		152,529		171,933
		35,754,050		31,971,928
Earnings before taxes on income		1,687,773		2,794,772
Taxes on income		520,000		990,000
Net earnings	$	1,167,773	$	1,804,772
Basic net earnings per common share	$	0.16	$	0.25
Diluted net earnings per common share	$	0.15	$	0.24
Dividends per common share	$	0.135	$	0.135

	Twelve Months Ended December 31,
	2004		2003
Net sales	$	143,567,473	$	137,326,341
Costs and expenses:
Cost of goods sold		96,279,784		90,334,765
Selling and administrative expenses		38,524,803		37,491,162
Interest expense		624,199		696,504
		135,428,786		128,522,431
Earnings before taxes on income		8,138,687		8,803,910
Taxes on income		2,760,000		3,100,000
Net earnings		5,378,687		5,703,910
Basic net earnings per common share	$	0.72	$	0.79
Diluted net earnings per common share	$	0.71	$	0.78
Dividends per common share	$	0.54	$	0.54

- more -

Superior Uniform Group, Inc. and Subsidiary

Consolidated Balance Sheets

December 31,

	2004		2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	150,563	$	14,915,079
Accounts receivable		25,263,744		24,419,287
Other current assets		2,632,918		2,156,065
Inventories		45,741,410		36,380,470
TOTAL CURRENT ASSETS		73,788,635		77,870,901
PROPERTY, PLANT AND EQUIPMENT, NET		22,062,359		18,289,436
GOODWILL		1,617,411		741,929
OTHER INTANGIBLE ASSETS		1,488,492		—
OTHER ASSETS		7,322,229		6,071,667
	$	106,279,126	$	102,973,933
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	7,177,596	$	5,400,401
Accrued expenses		3,761,660		5,078,982
Current portion of long-term debt		1,593,807		1,179,021
TOTAL CURRENT LIABILITIES		12,533,063		11,658,404
LONG-TERM DEBT		5,662,569		6,266,047
DEFERRED INCOME TAXES		1,015,000		165,000
COMMITMENTS AND CONTINGENCIES
TOTAL SHAREHOLDERS’ EQUITY		87,068,494		84,884,482
	$	106,279,126	$	102,973,933

- 30 -