8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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) July 23, 2014

Superior Uniform Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-05869	11-1385670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10055 Seminole Blvd., Seminole, Florida (Address of principal executive offices)		33772 (Zip Code)

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 quarter ended June 30, 2014. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

The information contained in this report, including the press release furnished as Exhibit 99.1 hereto, is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.0l. Financial Statements and Exhibits

(c) Exhibits
Exhibit Number	Description
99.1	Press Release, dated July 23, 2014

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.
		Executive Vice President, Chief Financial Officer and Treasurer
Date: July 23, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 23, 2014

 

EX-99

EXHIBIT 99.1

NEWS RELEASE

Superior Uniform Group, Inc.

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 REPORTS SECOND QUARTER 2014 OPERATING RESULTS

● Net Sales Increase 72.5%

● Record Earnings Per Share (Diluted) of $0.57 for the Quarter compared to $0.23 in the Same Quarter of 2013

● HPI Reports Net Sales of $17.6 million, an Increase of 93.6%

● The Office Gurus Reports Net Sales Increase of 47.2%

SEMINOLE, Florida – July 23, 2014 - Superior Uniform Group, Inc. (NASDAQ: SGC), manufacturer of uniforms, career apparel and accessories, today announced that for the second quarter ended June 30, 2014, sales were $53.2 million, compared with 2013 second quarter sales of $30.9 million. Net earnings were $3.9 million, or $0.57 per share (diluted), compared with earnings of $1.4 million, or $0.23 per share (diluted), in the 2013 second quarter.

For the six months ended June 30, 2014, sales were $94.3 million, compared with sales of $61.8 million in the six months ended June 30, 2013. Net earnings for the six months ended June 30, 2014 were $5.1 million, or $0.75 per share (diluted), versus earnings of $2.7 million, or $0.43 per share (diluted), in the first six months of 2013.

Michael Benstock, chief executive officer, commented: “We are very pleased to report record earnings per share (diluted) in the current quarter of $0.57. Second quarter results exceeded our expectations, and we continue to be impressed by the strong performance of HPI since the acquisition in July 2013. HPI contributed $17.6 million to second quarter net sales in our Uniforms and Related Products segment. The balance of our Uniforms and Related Products segment contributed an increase in net sales of $4.2 million, or 14.3%. Our Uniforms and Related Products segment, including HPI, had shipments of significant new programs with both a transportation customer and a large supermarket customer, which combined accounted for over $7 million of our increase in net sales.

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“Obviously, several factors came together and were well aligned at the same time in order for us to deliver stellar results of this magnitude. While this level of earnings is not to be expected each quarter, our overall backlog in the Uniforms and Related Products segment remains very strong and we expect to continue to report strong earnings in this segment as we move forward.

“Our Remote Staffing Solutions segment continues to report meaningful growth in net sales as the market response has been very favorable to our service offerings and we believe there is room for us to continue to grow this business substantially.

“Our financial position remains very strong and coupled with an improving market position, we believe we can meet the demands of significant growth opportunities that lie ahead in all of our business segments.”

ABOUT SUPERIOR UNIFORM GROUP, INC.

Superior Uniform Group (NASDAQ:SGC), established in 1920, is one of America's foremost providers of fine uniforms and image apparel. Headquartered in Seminole, Fla., Superior Uniform Group manages award-winning uniform apparel programs for major corporations nationwide. Leaders in innovative uniform program design, global manufacturing, and state-of-the-art distribution, Superior Uniform Group helps companies achieve a more professional appearance and better communicate their brands - particularly those in healthcare, private security, retail, hospitality, transportation and food service industries.

The Company’s commitment to service, technology, quality and value-added benefits, as well as its financial strength and resources, support customers’ diverse needs while embracing a "Customer 1st, Every Time!" philosophy and culture. Superior Uniform Group primarily sells its products through its signature brands Fashion Seal Healthcare® and HPI Direct®. Superior Uniform Group is also the parent company for The Office Gurus®, its BPO and Contact Center vertical.  For more information, call (800) 727-8643 or visit www.superioruniformgroup.com.

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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.

Comparative figures are as follows:

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARIES        

CONSOLIDATED STATEMENTS OF INCOME        

THREE MONTHS ENDED JUNE 30,         

(Unaudited) 

	2014		2013
Net sales	$	53,230,000	$	30,854,000
Costs and expenses:
Cost of goods sold		34,224,000		19,676,000
Selling and administrative expenses		13,026,000		9,102,000
Interest expense		113,000		8,000
		47,363,000		28,786,000
Income before taxes on income		5,867,000		2,068,000
Income tax expense		1,960,000		630,000
Net income	$	3,907,000	$	1,438,000
Per Share Data:
Basic:
Net income	$	0.59	$	0.23
Diluted:
Net income	$	0.57	$	0.23
Cash dividends per common share	$	0.135	$	0.00

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARIES        

CONSOLIDATED STATEMENTS OF INCOME        

SIX MONTHS ENDED JUNE 30,         

(Unaudited)        

	2014		2013
Net sales	$	94,257,000	$	61,839,000
Costs and expenses:
Cost of goods sold		61,195,000		39,348,000
Selling and administrative expenses		25,109,000		18,659,000
Interest expense		208,000		15,000
		86,512,000		58,022,000
Income before taxes on income		7,745,000		3,817,000
Income tax expense		2,620,000		1,150,000
Net income	$	5,125,000	$	2,667,000
Per Share Data:
Basic:
Net income	$	0.78	$	0.44
Diluted:
Net income	$	0.75	$	0.43
Cash dividends per common share	$	0.27	$	0.00

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2014 (Unaudited)		December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,039,000	$	5,316,000
Accounts receivable - trade		31,234,000		22,735,000
Accounts receivable - other		3,374,000		4,133,000
Prepaid expenses and other current assets		5,641,000		6,012,000
Inventories		57,273,000		49,486,000
TOTAL CURRENT ASSETS		102,561,000		87,682,000
PROPERTY, PLANT AND EQUIPMENT, NET		13,366,000		13,160,000
OTHER INTANGIBLE ASSETS, NET		17,320,000		18,353,000
GOODWILL		4,135,000		4,135,000
DEFERRED INCOME TAXES		1,795,000		2,009,000
OTHER ASSETS		165,000		155,000
	$	139,342,000	$	125,494,000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	8,757,000	$	8,363,000
Other current liabilities		5,350,000		7,768,000
Current portion of long term debt		2,250,000		1,750,000
TOTAL CURRENT LIABILITIES		16,357,000		17,881,000
LONG-TERM DEBT		34,775,000		24,500,000
LONG-TERM PENSION LIABILITY		3,460,000		3,617,000
ACQUISITION-RELATED CONTINGENT LIABILITY		6,870,000		6,806,000
OTHER LONG-TERM LIABILITIES		665,000		625,000
DEFERRED INCOME TAXES		160,000		130,000
SHAREHOLDERS' EQUITY		77,055,000		71,935,000
	$	139,342,000	$	125,494,000

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SUPERIOR UNIFORM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30,

(Unaudited)

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	5,125,000			2,667,000
Adjustments to reconcile net income to net cash provided from (used in) operating activities:
Depreciation and amortization		1,887,000			709,000
Provision for bad debts - accounts receivable		92,000			51,000
Share-based compensation expense		955,000			618,000
Deferred income tax provision (benefit)		230,000			(651,000	)
Gain on sales of property, plant and equipment		(67,000	)		(12,000	)
Accretion of acquisition-related contingent liability		64,000			-
Changes in assets and liabilities:
Accounts receivable - trade		(8,591,000	)		(606,000	)
Accounts receivable - other		759,000			(175,000	)
Inventories		(7,787,000	)		(253,000	)
Prepaid expenses and other current assets		371,000			(392,000	)
Other assets		(10,000	)		15,000
Accounts payable		394,000			307,000
Other current liabilities		(2,521,000	)		486,000
Pension liability		5,000			482,000
Other long-term liabilities		40,000			(36,000	)
Net cash (used in) provided from operating activities		(9,054,000	)		3,210,000
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(1,097,000	)		(965,000	)
Disposals of property, plant and equipment		104,000			14,000
Net cash used in investing activities		(993,000	)		(951,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		35,337,000			14,560,000
Repayment of long-term debt		(24,562,000	)		(9,560,000	)
Payment of cash dividends		(1,695,000	)		-
Proceeds received on exercise of stock options		685,000			140,000
Excess tax benefit from exercise of stock options		5,000			-
Net cash provided from financing activities		9,770,000			5,140,000
Net (decrease) increase in cash and cash equivalents		(277,000	)		7,399,000
Cash and cash equivalents balance, beginning of year		5,316,000			3,554,000
Cash and cash equivalents balance, end of period	$	5,039,000		$	10,953,000

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