10-Q

FORM l0-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the quarter ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-5869-1

SUPERIOR UNIFORM GROUP, INC.

Incorporated - Florida	Employer Identification No.
	11-1385670

10055 Seminole Boulevard

Seminole, Florida 33772-2539

Telephone No.: 727-397-9611

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  x    No  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)    Yes  x     No  ¨

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

As of October 27, 2005, the registrant had 7,301,813 common shares outstanding, which is registrant’s only class of common stock.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,
	2005		2004
Net sales	$	34,194,000	$	36,960,340
Costs and expenses:
Cost of goods sold		24,336,581		24,509,825
Selling and administrative expenses		9,465,415		9,530,370
Interest expense		163,454		157,032
		33,965,450		34,197,227
Earnings before taxes on income		228,550		2,763,113
Taxes on income		70,000		960,000
Net earnings	$	158,550	$	1,803,113
Weighted average number of shares outstanding during the period
(Basic)		7,447,700Shs.		7,464,850Shs.
(Diluted)		7,511,157Shs.		7,592,817Shs.
Basic net earnings per common share	$	0.02	$	0.24
Diluted net earnings per common share	$	0.02	$	0.24
Dividends per common share	$	0.135	$	0.135

See accompanying notes to condensed consolidated interim financial statements.

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS

(Continued)

(Unaudited)

	Nine Months Ended September 30,
	2005		2004
Net sales	$	100,910,004	$	106,125,651
Costs and expenses:
Cost of goods sold		69,909,426		70,877,302
Selling and administrative expenses		29,109,101		28,325,765
Interest expense		466,953		471,670
		99,485,480		99,674,737
Earnings before taxes on income		1,424,524		6,450,914
Taxes on income		480,000		2,240,000
Net earnings	$	944,524	$	4,210,914
Weighted average number of shares outstanding during the period
(Basic)		7,446,681Shs.		7,434,006Shs.
(Diluted)		7,527,380Shs.		7,605,264Shs.
Basic net earnings per common share	$	0.13	$	0.57
Diluted net earnings per common share	$	0.13	$	0.55
Dividends per common share	$	0.405	$	0.405

The results of the nine months ended September 30, 2005 are not necessarily indicative of results to be expected for

the full year ending December 31, 2005.

See accompanying notes to condensed consolidated interim financial statements.

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2005		December 31, 2004 (1)
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	172,233	$	150,563
Accounts receivable and other current assets		31,059,285		27,896,662
Inventories*		39,868,816		45,741,410
TOTAL CURRENT ASSETS		71,100,334		73,788,635
PROPERTY, PLANT AND EQUIPMENT, NET		21,128,490		22,062,359
GOODWILL		1,617,411		1,617,411
OTHER INTANGIBLE ASSETS, NET		1,309,873		1,488,492
OTHER ASSETS		7,658,088		7,322,229
	$	102,814,196	$	106,279,126
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,950,403	$	7,177,596
Other current liabilities		3,697,342		3,761,660
Current portion of long-term debt		1,660,180		1,593,807
TOTAL CURRENT LIABILITIES		11,307,925		12,533,063
LONG-TERM DEBT		6,805,657		5,662,569
DEFERRED INCOME TAXES		865,000		1,015,000
SHAREHOLDERS’ EQUITY		83,835,614		87,068,494
	$	102,814,196	$	106,279,126

* Inventories consist of the following:

	September 30, 2005		December 31, 2004 (1)
	(Unaudited)
Finished goods	$	34,488,178	$	39,347,976
Work in process		671,881		648,197
Raw materials		4,708,757		5,745,237
	$	39,868,816	$	45,741,410

(1) The balance sheet as of December 31, 2004 has been derived from the audited balance sheet as of that date and has been condensed.

See accompanying notes to condensed consolidated interim financial statements.

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	944,524		$	4,210,914
Adjustments to reconcile net earnings to net cash provided from operating activities:
Depreciation and amortization		2,986,652			2,506,317
Provision for bad debts		94,000			(22,253	)
Deferred income tax (benefit) provision		(150,000	)		200,000
Changes in assets and liabilities:
Accounts receivable and other current assets		(3,256,623	)		(1,554,542	)
Inventories		5,872,594			(1,750,748	)
Other assets		8,621			(54,189	)
Accounts payable		(1,227,193	)		1,981,174
Other current liabilities		124,682			(1,180,899	)
Net cash provided from operating activities		5,397,257			4,335,774
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(1,903,484	)		(5,666,886	)
Disposals of property, plant and equipment		29,320			170,008
Purchase of business, net of cash acquired		—			(6,270,360	)
Other assets		(344,480	)		(267,928	)
Net cash used in investing activities		(2,218,644	)		(12,035,166	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		2,479,000			—
Repayment of long-term debt		(1,269,539	)		(876,022	)
Payment of cash dividends		(3,020,117	)		(3,012,074	)
Proceeds received on exercised stock options		498,447			1,181,449
Common stock reacquired and retired		(1,844,734	)		(142,245	)
Net cash used in financing activities		(3,156,943	)		(2,848,892	)
Net increase (decrease) in cash and cash equivalents		21,670			(10,548,284	)
Cash and cash equivalents balance, beginning of year		150,563			14,915,079
Cash and cash equivalents balance, end of period	$	172,233		$	4,366,795

See Notes to Condensed Consolidated Interim Financial Statements.

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(Unaudited)

NOTE 1 – Summary of Significant Interim Accounting Policies:

a) Basis of presentation

The condensed consolidated interim financial statements include the accounts of Superior Uniform Group, Inc. and its wholly-owned subsidiary, Fashion Seal Corporation. Intercompany items have been eliminated in consolidation. The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the 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. These condensed 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, 2004, and filed with the Securities and Exchange Commission. The interim financial information contained herein is not certified or audited; it reflects all adjustments (consisting of only normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the operating results for the periods presented, stated on a basis consistent with that of the audited financial statements. The unaudited financial information included in this report as of and for the three and nine months ended September 30, 2005 has been reviewed by Grant Thornton LLP, independent registered public accounting firm, and their review report thereon accompanies this filing. Such review was made in accordance with established professional standards and procedures for such a review. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

b) Revenue recognition

The Company records revenue as products are shipped and title passes. A provision for estimated returns and allowances is recorded based on historical experience and current allowance programs.

c) Recognition of costs and expenses

Costs and expenses other than product costs are charged to income in interim periods as incurred, or allocated among interim periods based on an estimate of time expired, benefit received or activity associated with the periods. Procedures adopted for assigning specific cost and expense items to an interim period are consistent with the basis followed by the registrant in reporting results of operations at annual reporting dates. However, when a specific cost or expense item charged to expense for annual reporting purposes benefits more than one interim period, the cost or expense item is allocated to the interim periods.

d) Advertising expenses

The Company expenses advertising costs as incurred. Total advertising costs for the three months ended September 30, 2005 and 2004, respectively were $43,854 and $47,793. Advertising costs for the nine months ended September 30, 2005 and 2004, respectively were $112,503 and $143,432.

e) Shipping and handling fees and costs

The Company follows EITF 00-10, Accounting for Shipping and Handling Fees and Costs, which requires shipping and handling fees billed to customers to be classified as revenue and shipping and handling costs to be either classified as cost of sales or disclosed in the notes to the financial statements. The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with in-bound and out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs are included in selling and administrative expenses and totaled $2,165,408 and $1,901,254 for the three months ended September 30, 2005 and 2004, respectively. The shipping and handling costs included in selling and administrative expenses totaled $6,641,644 and $5,374,470, for the nine months ended September 30, 2005 and 2004, respectively.

f) Inventories

Inventories at interim dates are determined by using both perpetual records on a first-in, first-out basis and gross profit calculations.

g) Accounting for income taxes

The provision for income taxes is calculated by using the effective tax rate anticipated for the full year.

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h) Employee Benefit Plan Settlements

The Company recognizes settlement gains and losses in its financial statements when the cost of all settlements in a year is greater than the sum of the service cost and interest cost components of net periodic pension cost for the plan for the year.

i) Earnings per share

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Earnings used in the computation of basic and diluted net earnings per common share:
Net earnings	$	158,550	$	1,803,113	$	944,524	$	4,210,914
Weighted average shares outstanding		7,447,700		7,464,850		7,446,681		7,434,006
Common stock equivalents		63,457		127,967		80,699		171,258
Total weighted average shares outstanding		7,511,157		7,592,817		7,527,380		7,605,264
Basic net earnings per share	$	0.02	$	0.24	$	0.13	$	0.57
Diluted net earnings per share	$	0.02	$	0.24	$	0.13	$	0.55

j) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

k) Comprehensive Income

Total comprehensive income represents the change in equity during a period, from sources other than transactions with shareholders and, as such, includes net earnings. For the Company, the only other component of total comprehensive income is the change in the fair value of derivatives accounted for as cash flow hedges.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2005		2004			2005		2004
Net earnings	$	158,550	$	1,803,113		$	944,524	$	4,210,914
Other comprehensive income (loss):
Net unrealized gain (loss) during the period related to cash flow hedges		78,000		(17,000	)		189,000		228,000
Comprehensive income	$	236,550	$	1,786,113		$	1,133,524	$	4,438,914

l) Operating Segments

Statement of Financial Accounting Standards (FAS) No. 131 “Disclosures about Segments of an Enterprise and Related Information” requires disclosures of certain information about operating segments and about products and services, geographic areas in which the Company operates, and their major customers. The Company has evaluated the effect of this standard and has determined that currently it operates in one segment, as defined in this statement.

m) Derivative Financial Instruments

The Company has only limited involvement with derivative financial instruments. The Company has one interest rate swap agreement to hedge against the potential impact on earnings from increases in market interest rates of a variable rate term loan. Under the interest rate swap agreement, the Company receives or makes payments on a monthly basis, based on the differential between a specified interest rate and one month LIBOR. A term loan of $5,326,618 is designated as a hedged item for interest rate swaps at September 30, 2005.

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This interest rate swap is accounted for as a cash flow hedge in accordance with FAS 133 and FAS 138. As of the report date, the swap met the effectiveness tests, and as such no gains or losses were included in net income during the quarter related to hedge ineffectiveness and there was no income adjustment related to any portion excluded from the assessment of hedge effectiveness.

n) Stock-based Compensation:

The Company continues to apply Accounting Principles Board Opinion No. 25 for the method used to account for stock-based employee compensation arrangements, where applicable, but has adopted the disclosure requirements of FAS No. 148. The Company estimated the fair value of options utilizing the Black-Scholes option pricing model.

The following table illustrates the effect on net earnings and earnings per common share as if the fair value based method had been applied to all awards in each period.

	Three Months Ended September 30,					Nine Months Ended Sepember 30,
	2005			2004		2005		2004
Net earnings, as reported	$	158,550		$	1,803,113	$	944,524	$	4,210,914
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		165,149			306,594		763,771		757,368
Pro forma net (loss) earnings	$	(6,599	)	$	1,496,519	$	180,753	$	3,453,546
Net (loss) earnings per common share:
Basic – as reported	$	0.02		$	0.24	$	0.13	$	0.57
Basic – pro forma	$	0.00		$	0.20	$	0.02	$	0.46
Diluted – as reported	$	0.02		$	0.24	$	0.13	$	0.55
Diluted – pro forma	$	0.00		$	0.20	$	0.02	$	0.45

o) Reclassifications

Certain reclassifications to the 2004 financial information have been made to conform to the 2005 presentation of the condensed consolidated summary of operations.

NOTE 2 – Recent Accounting Pronouncements:

In December 2004, the FASB issued FAS No. 123 (revised 2004), “Shared-Based Payment.” FAS 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the income statement. The revised Statement generally requires that an entity account for those transactions using the fair-value-based method, and eliminates the intrinsic value method of accounting in APB Opinion No. 25, “Accounting for Stock Issued to Employees”, which was permitted under Statement 123, as originally issued.

The revised Statement requires entities to disclose information about the nature of the share-based payment transactions and the effects of those transactions on the financial statements. FAS 123(R) is effective for public companies that do not file as small business issuers as of the beginning of the first annual reporting period that begins after June 15, 2005 (i.e. first quarter 2006 for the Company). All public companies must use either the modified prospective or the modified retrospective transition method. The Company has not yet evaluated the impact of adoption of this pronouncement that must be adopted in the first quarter of our fiscal year 2006.

In November 2004, the FASB issued FAS No. 151, “Inventory Costs—an Amendment of ARB No. 43, Chapter 4,” to provide clarification that abnormal amounts of idle facility expense, freight, handling costs, and wasted material be recognized as current-period charges. In addition, this standard requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this standard are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact the standard will have on the Company’s consolidated financial statements.

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NOTE 3 - Long-Term Debt:

	September 30 2005		December 31, 2004
Note payable to Wachovia, pursuant to revolving credit agreement, maturing June 30, 2007	$	2,479,000	$	—
6.75% term loan payable to Wachovia, with monthly payments of principal and interest, maturing April 1, 2009		5,326,618		6,266,047
Note payable to Bank of America, 0% interest payable in two equal installments on January 1, 2006, and January 1, 2007		660,219		990,329
		8,465,837		7,256,376
Less payments due within one year included in current liabilities		1,660,180		1,593,807
Long-term debt less current maturities	$	6,805,657	$	5,662,569

On March 26, 1999, the Company entered into a 3-year credit agreement with Wachovia Bank that made available to the Company up to $15,000,000 on a revolving credit basis. Interest is payable at LIBOR plus 0.60% based upon the one-month LIBOR rate for U.S. dollar based borrowings (4.46% at September 30, 2005). The Company pays an annual commitment fee of 0.15% on the average unused portion of the commitment. The available balance under the credit agreement is reduced by outstanding letters of credit. As of September 30, 2005, approximately $745,000 was outstanding under letters of credit. On March 27, 2001 and again on April 27, 2004, the Company entered into agreements with Wachovia Bank to extend the maturity of the revolving credit agreement. The revolving credit agreement matures on June 30, 2007. At the option of the Company, any outstanding balance on the agreement at that date will convert to a one-year term loan. The remaining terms of the original revolving credit agreement remain unchanged. The Company also entered into a $12,000,000 10-year term loan on March 26, 1999 with the same bank. The term loan is an amortizing loan, with monthly payments of principal and interest, maturing on April 1, 2009. The term loan carries a variable interest rate of LIBOR plus 0.80% based upon the one-month LIBOR rate for U.S. dollar based borrowings. Concurrent with the execution of the term loan agreement, the Company entered into an interest rate swap with the bank under which the Company receives a variable rate of interest on a notional amount equal to the outstanding balance of the term loan from the bank and the Company pays a fixed rate of 6.75% on a notional amount equal to the outstanding balance of the term loan to the bank.

The credit agreement and the term loan with Wachovia contain restrictive provisions concerning debt to net worth ratios, other borrowings, capital expenditures, tangible net worth ($75,005,000 at September 30, 2005); working capital ratio (2.5:1), fixed charges coverage ratio (2.5:1), stock repurchases and payment of dividends. At September 30, 2005, under the most restrictive terms of the debt agreements, retained earnings of approximately $6,045,000 were available for declaration of dividends. The Company is in full compliance with all terms, conditions and covenants of the various credit agreements.

NOTE 4 – Periodic Pension Expense

The following table presents the net periodic pension expense under our plans for the following periods:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Service cost - benefits earned during the period	$	167,000		$	168,000		$	500,000		$	504,000
Interest cost on projected benefit obligation		270,000			259,000			810,000			775,000
Expected return on plan assets		(345,000	)		(313,000	)		(1,035,000	)		(937,000	)
Amortization of prior service cost		44,000			43,000			132,000			129,000
Recognized actuarial loss		20,000			9,000			61,000			25,000
Settlement loss		287,000			—			287,000			—
Net periodic pension cost	$	443,000		$	166,000		$	755,000		$	496,000

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The pension settlement loss included in the table above relates to lump sum payments made to various employees upon their retirement or termination in the current year. Contributions of $500,000 were made to the Company’s benefit plans in July, 2005 and contributions of $1,943,000 were made to the Company’s benefit plans in July, 2004. No additional contributions are expected for the remainder of 2005.

NOTE 5 – Supplemental Cash Flow Information:

Cash paid for income taxes was $373,541 and $2,646,478, respectively, for the nine-month periods ended September 30, 2005 and 2004. Cash paid for interest was $473,242 and $485,942, respectively, for the nine-month periods ended September 30, 2005 and 2004.

NOTE 6 – Contingencies:

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 will not have a material impact on the Company’s results of operations, cash flows, or financial position.

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Superior Uniform Group, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Superior Uniform Group, Inc. and subsidiary (“the Company”) as of September 30, 2005, the related condensed consolidated summary of operations for the three-month and nine-month periods ended September 30, 2005 and 2004, and the condensed consolidated summary of cash flows for the nine-month period ended September 30, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 4, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ GRANT THORNTON LLP

Tampa, Florida

October 27, 2005

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

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 as such because the context of the statement will include words such as we “believe,” “anticipate”, “expect” or words of similar import. Similarly, statements that describe our future plans, objectives, strategies or goals are also forward-looking statements. 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: general economic conditions in the areas of the United States in which the Company’s customers are located; changes in the healthcare, resort and commercial industries where uniforms and service apparel are worn; the impact of competition; the availability of manufacturing materials, and other factors described in the Company’s filings with the Securities and Exchange Commission. 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.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America for the preparation of interim financial statements. The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate the estimates that we have made. These estimates are based upon our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements.

Revenue Recognition, Sales Returns and Allowances, and Allowance for Doubtful Accounts

The Company recognizes revenue in the period in which the product is shipped and title passes. The Company provides an allowance for estimated returns and allowances each period based upon historical experience and current allowance programs. Judgments and estimates are used in determining the collectability of accounts receivable. The Company analyzes specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances when evaluating the adequacy of the allowance for doubtful accounts. Management judgments and estimates are used in connection with establishing the allowance in any accounting period. Changes in estimates are reflected in the period they become known. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories are stated at the lower of cost or market value. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Insurance

The Company self-insures for certain obligations related to health and workers’ compensation programs. The Company also purchases stop-loss insurance policies to protect it from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for losses that have occurred, but have not been reported. The Company’s estimates consider historical claim experience and other factors. The Company’s liabilities are based on estimates, and, while the Company believes that the accrual for loss is adequate, the ultimate liability may be in excess of or less than the amounts recorded. Changes in claim experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period.

Results of Operations

Net sales decreased from approximately $36,960,000 for the three months ended September 30, 2004 to $34,194,000 for the three months ended September 30, 2005. Net sales decreased from $106,126,000 for the nine months ended September 30, 2004 to $100,910,000 for the nine months ended September 30, 2005. The decrease in sales for the first nine months of 2005 is primarily the result of shipping difficulties that we experienced in connection with the January implementation of our new Warehouse Management System. During the latter half of January and through the month of February, we experienced significant difficulty in shipping customer orders. Although the system is now operating effectively, sales for the third quarter of 2005 were still impacted negatively as certain customers reduced their ongoing volume of business as a result of the earlier difficulties.

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Cost of goods sold, as a percentage of net sales, approximated 71.2% for the three months ended September 30, 2005 compared to 66.3% for the three months ended September 30, 2004. Cost of goods sold, as a percentage of net sales, approximated 69.3% for the nine months ended September 30, 2005 compared to 66.8% for the nine months ended September 30, 2004. The increases as a percentage of sales in the three and nine-month periods are primarily attributed to lower sales and manufacturing levels in the current period to cover fixed overhead expenses and increased inventory obsolescence. Our increased inventory obsolescence resulted from lower than expected sales prior to the release of the Company’s new Defining Uniforms catalog in September 2005. The Company’s gross margins may not be comparable with other entities, since some entities include all of the costs related to their distribution network in cost of goods sold. As disclosed in Note 1 to the Condensed Consolidated Financial Statements, the Company includes a portion of the costs associated with its distribution network in selling and administrative expenses.

Selling and administrative expenses, as a percentage of net sales, were approximately 27.7% and 25.8%, respectively, for the three-month periods ended September 30, 2005 and 2004. Selling and administrative expenses, as a percentage of net sales, were approximately 28.8% and 26.7%, respectively, for the first nine months of 2005 and 2004. The increase as a percentage of sales in the three-month period is attributed to the decrease in sales volume in the current period (2.1%), increased depreciation associated with the new Warehouse Management System in the current period (0.4%), and the pension settlement loss associated with the significant number of lump sum distributions made as a result of positions eliminated in the current year (0.7%). These increases were offset by the following decreases in selling and administrative expenses; reduction in salaries and wages (0.4%), and reduction in medical insurance expenses as a result of more favorable claims experience in the current period and lower numbers of employees covered under the plan (1.0%). The increase as a percentage of sales in the nine-month period is attributed to the decrease in sales volume in the current period (1.4%), increased depreciation associated with the new Warehouse Management System in the current period (0.4%), increased salaries and wages in the current period (0.3%) and the pension settlement loss associated with the significant number of positions eliminated in the current year (0.2%). These increases were offset by the reduction in medical insurance expenses as a result of more favorable claims experience in the current period (0.3%).

Interest expense of approximately $163,000 for the three-month period ended September 30, 2005 increased 4.1% from $157,000 for the similar period ended September 30, 2004. Interest expense of $467,000 for the nine-month period ended September 30, 2005 decreased 1.0% from $472,000 for the similar period ended September 30, 2004.

Liquidity and Capital Resources

Accounts receivable and other current assets increased approximately 11.3% from $27,897,000 on December 31, 2004 to $31,059,000 as of September 30, 2005. This increase is primarily attributed to an increase in deposits for inventory in transit of $2,258,000 due to hurricane related delays experienced in receiving goods from our Central American contractors and a $2,181,000 increase in the amount receivable from our Central American contractors primarily as a result of modifications in the payment terms associated with these receivables. These increases are offset by decreases in trade receivables of approximately $1,080,000 due to lower sales in the current period and a decrease of $252,000 in refundable income taxes due to the current tax provision exceeding the taxes paid year to date.

Inventories decreased approximately 12.8% from $45,741,000 on December 31, 2004 to $39,869,000 as of September 30, 2005. Finished goods inventory has declined $4,860,000 due to a planned reduction. Raw materials inventory has declined $1,036,000 due to a reduction in domestic production.

Other intangible assets decreased from approximately $1,488,000 as of December 31, 2004 to $1,310,000 at September 30, 2005, as a result of the scheduled amortization of intangible assets.

Accounts payable decreased 17.1% from approximately $7,178,000 on December 31, 2004 to $5,950,000 on September 30, 2005, primarily due to lower purchasing volumes related to inventories.

Cash and cash equivalents increased by approximately $21,000 from $151,000 on December 31, 2004 to $172,000 as of September 30, 2005. This increase is attributed to $5,397,000 provided from operating activities offset by $2,219,000 utilized in investing activities and $3,157,000 utilized in financing activities. The $2,219,000 utilized in investing activities consists primarily of $1,903,000 utilized for additions to fixed assets and $345,000 utilized to fund life insurance premiums. Total borrowings under long-term debt agreements increased by approximately $1,210,000 from $7,256,000 on December 31, 2004 to $8,466,000 on September 30, 2005 as a result of $2,479,000 of borrowings under the Company’s revolving credit agreement during the nine months ended September 30, 2005, offset by scheduled repayments of outstanding borrowings. The Company has operated without hindrance or restraint with its present working capital, as income generated from operations and outside sources of credit, both trade and institutional, have been more than adequate. At September 30, 2005, our principal sources of liquidity consisted of cash and available borrowings under our revolving credit facility and term loan with Wachovia. The credit agreement and the term loan with Wachovia

13

contain restrictive provisions concerning debt to net worth ratios, other borrowings, capital expenditures, tangible net worth ($75,005,000 at September 30, 2005); working capital ratio (2.5:1), fixed charges coverage ratio (2.5:1), stock repurchases and payment of dividends. At September 30, 2005, under the most restrictive terms of the debt agreements, retained earnings of approximately $6,045,000 were available for declaration of dividends. The Company is in full compliance with all terms, conditions and covenants of the various credit agreements.

In the foreseeable future, the Company will continue its ongoing capital expenditure program designed to maintain and improve its facilities. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions.

During the nine-month periods ended September 30, 2005 and 2004, respectively, the Company paid cash dividends of approximately $3,020,000 and $3,012,000, respectively.

During the nine months ended September 30, 2005, the Company reacquired and retired 147,169 shares of its common stock, at a cost of approximately $1,845,000. The Company reacquired and retired 10,000 shares of its common stock, at a cost of approximately $142,000, in the prior year period. The Company anticipates that it will continue to pay dividends and that it will reacquire additional shares of its common stock in the future as financial conditions permit.

The Company believes that its cash flow from operating activities together with other capital resources and funds from credit sources will be adequate to meet its anticipated funding requirements for the remainder of the year and for the foreseeable future.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates, which may adversely affect its results of operations and financial condition. The Company seeks to minimize the risks from these interest rates when considered appropriate, through the limited use of derivative financial instruments. The Company’s policy is to not use financial instruments for trading or other speculative purposes and is not a party to any leveraged financial instruments. The Company has debt obligations with variable interest rates tied to LIBOR which are described in “Liquidity and Capital Resources” as well as Note 1 of the Notes to Consolidated Financial Statements. The Company estimates that a hypothetical increase in interest rates of 1% would have resulted in no material change in the Company’s interest expense for the nine-month period ended September 30, 2005.

The Company has one interest rate swap agreement to hedge against the potential impact on earnings from increases in market interest rates of a variable rate term loan. Under the interest rate swap agreement, the Company receives or makes payments on a monthly basis, based on the differential between a specified interest rate and one month LIBOR. A term loan of approximately $5,327,000 is designated as a hedged item for interest rate swaps at September 30, 2005. This interest rate swap is accounted for as a cash flow hedge in accordance with FAS 133 and FAS 138. As of the report date, the swap met the effectiveness test, and as such no gains or losses were included in net income during the quarter related to hedge ineffectiveness and there was no income adjustment related to any portion excluded from the assessment of hedge effectiveness. A gain of $78,000 and a loss of ($17,000) were included in other comprehensive income (loss) for the three months ended September 30, 2005 and 2004, respectively. Gains of $189,000 and $228,000 were included in other comprehensive income for the nine months ended September 30, 2005 and 2004, respectively. The original term of the contract is ten years.

The Company is also exposed to changes in prevailing market interest rates affecting the return on its investments but does not consider this interest rate market risk exposure to be material to its financial condition or results of operations. The Company invests primarily in highly liquid debt instruments with strong credit ratings and short-term (less than three months) maturities.

ITEM 4. Controls and Procedures

(a). The Chief Executive Officer, Michael Benstock, and the Chief Financial Officer, Andrew D. Demott, Jr., evaluated the effectiveness of Superior’s disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”), and concluded that, as of the Evaluation Date, Superior’s disclosure controls and procedures were effective to ensure that information Superior is required to disclose in its filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information required to be disclosed by Superior in the reports that it files under the Exchange Act is accumulated and communicated to Superior’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in the Company’s internal controls over financial reporting identified in connection with this evaluation that occurred during the period covered by this report and that have affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

14

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

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

The table below sets forth the information with respect to purchases made by or on behalf of Superior Uniform Group, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common shares during the three months ended September 30, 2005.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Month #1 (July 1, 2005 to July 31, 2005)
Month #2 (August 1, 2005 to August 31, 2005)	37,730	$	12.40	37,730
Month #3 (September 1, 2005 to September 30, 2005)	93,882	$	12.83	93,882
TOTAL	131,612	$	12.70	131,612	456,881

(1) In July 2002, the Company’s Board of Directors approved a program to repurchase up to 750,000 shares of the Company’s outstanding shares of common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program.

ITEM 3. Defaults Upon Senior Securities

Inapplicable.

ITEM 4. Submission of Matters to a Vote of Security-holders

None.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

Exhibit No.	Description
15	Letter re: Unaudited Interim Financial Information.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15

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: November 7, 2005	SUPERIOR UNIFORM GROUP, INC.
	By	/s/ Michael Benstock
		Michael Benstock
		Chief Executive Officer
	By	/s/ Andrew D. Demott, Jr.
		Andrew D. Demott, Jr.
		Sr. Vice President, Chief Financial Officer
		and Treasurer (Principal Accounting Officer)

16

EXHIBIT INDEX

Exhibit No.	Description
15	Letter re: Unaudited Interim Financial Information.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-15

EXHIBIT 15

Securities and Exchange Commission

Washington, D.C. 20549

We have made a review of the condensed consolidated financial statements of Superior Uniform Group, Inc. and subsidiary (“the Company”) as of September 30, 2005 in accordance with standards established by the Public Company Accounting Oversight Board (United States), and issued our report thereon dated October 27, 2005. We are aware that such financial statements and our above-mentioned report appearing in the Form 10-Q of the Company for the quarter ended September 30, 2005 are being incorporated by reference in the Registration Statements on Form S-8 (File No. 333-105906, effective June 6, 2003) and that such report pursuant to Rule 436(c) of the Securities Act of 1933 is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Paragraphs 7 and 11 of that Act.

/s/ GRANT THORNTON LLP

Tampa, Florida

October 27, 2005

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael Benstock, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Superior Uniform Group, 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 Superior Uniform Group, Inc. as of, and for, the periods presented in this report;

4. Superior Uniform Group, Inc.’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 by Exchange Act Rules 13a-15(f) and 15d-15(f)) for Superior Uniform Group, Inc. and we 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 Superior Uniform Group, Inc., 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 Superior Uniform Group, Inc.’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 Superior Uniform Group’s internal control over financial reporting that occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Superior Uniform Group’s internal control over financial reporting; and

5. Superior Uniform Group, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation, to Superior Uniform Group, Inc.’s auditors and the audit committee of Superior Uniform Group, Inc.’s board of directors:

a) all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect Superior Uniform Group, Inc.’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 Superior Uniform Group, Inc.’s internal controls over financial reporting.

Date November 7, 2005

/s/ Michael Benstock

Michael Benstock

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Andrew D. Demott, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Superior Uniform Group, 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 Superior Uniform Group, Inc. as of, and for, the periods presented in this report;

4. Superior Uniform Group, Inc.’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 by Exchange Act Rules 13a-15(f) and 15d-15(f)) for Superior Uniform Group, Inc. and we 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 Superior Uniform Group, Inc., 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 Superior Uniform Group, Inc.’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 Superior Uniform Group’s internal control over financial reporting that occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Superior Uniform Group’s internal control over financial reporting; and

5. Superior Uniform Group, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation, to Superior Uniform Group, Inc.’s auditors and the audit committee of Superior Uniform Group, Inc.’s board of directors:

a) all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect Superior Uniform Group, Inc.’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 Superior Uniform Group, Inc.’s internal controls over financial reporting.

Date: November 7, 2005

/s/ Andrew D. Demott, Jr.

Andrew D. Demott, Jr.

Senior Vice President,

Chief Financial Officer and Treasurer

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 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 Uniform Group, Inc. (the “Company”), hereby certify, based on their knowledge, that the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2005 (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

/s/ Andrew D. Demott, Jr.

Andrew D. Demott, Jr.

Chief Financial Officer

Date: November 7, 2005