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Note 1 - Summary of Significant Interim Accounting Policies
9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
NOTE
1
– Summary of Significant Interim Accounting Policies:
 
a) Basis of presentation
 
The consolidated interim financial statements include the accounts of Superior Group of Companies, Inc. and its wholly-owned subsidiaries, The Office Gurus, LLC, SUG Holding, Fashion Seal Corporation, BAMKO, LLC and CID Resources, Inc.; The Office Gurus, Ltda. de C.V., The Office Masters, Ltda., de C.V. and The Office Gurus, Ltd., each a subsidiary of Fashion Seal Corporation and SUG Holding; Power Three Web, Ltda. and Superior Sourcing, each a wholly-owned subsidiary of SUG Holding; BAMKO Importação, Exportação e Comércio de Brindes Ltda., a subsidiary of BAMKO, LLC and SUG Holding; Guangzhou Ben Gao Trading Limited, Worldwide Sourcing Solutions Limited, and BAMKO UK, Limited,
each a direct or indirect subsidiary of BAMKO, LLC; and BAMKO India Private Limited, a
99%
-owned subsidiary of BAMKO, LLC.  All of these entities are referred to collectively as “the Company”, “Superior”, “we”, “our”, or “us”.  Effective
May 3, 2018
Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.  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 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 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, 2017,
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 results of operations for any interim period are
not
necessarily indicative of results to be expected for the full year.
 
b)  Revenue recognition and allowance for doubtful accounts
 
The Company recognizes revenue in accordance with ASC
606
effective
January 1, 2018. 
Revenue for our Uniforms and Related Products and Promotional Products segments is recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for the goods. Sales taxes, sales discounts and customer rebates are also excluded from revenue. In accordance with ASC
606,
revenue is recorded for goods that the customer is obligated to purchase under the termination terms of the contract which have
no
alternative use. Contract termination terms
may
involve variable consideration clauses such as discounts and rebates and revenue has been adjusted accordingly in our ASC
606
adjustment. Revenue from our Remote Staffing segment is recognized as services are delivered.  Variable consideration for estimated returns and allowances is recorded based upon historical experience and current allowance programs.  Judgments and estimates are used in determining the collectability of accounts receivable and in establishing allowances for doubtful accounts.  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. Changes in estimates are reflected in the period they become known.  Charge-offs of accounts receivable are made once all collection efforts have been exhausted.  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.
 
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)  Amortization of other finite-lived intangible assets
 
The Company amortizes identifiable finite-lived intangible assets on a straight-line basis over their expected useful lives.  Amortization expense was
$1.0
million and
$0.6
million for the
three
-month periods ended
September 30, 2018
and
2017
respectively.  Amortization expense was
$2.9
million and
$1.7
million for the
nine
-month periods ended
September 30, 2018
and
2017,
respectively.
 
e)  Advertising expenses
 
The Company expenses advertising costs as incurred.  Advertising costs for the
three
-month periods ended
September 30, 2018
and
2017
were
$0.2
million and
$0.1
million, respectively.  Advertising costs for the
nine
-month periods ended
September 30, 2018
and
2017
were
$0.4
million and
$0.1
million, respectively.
 
f)  Shipping and handling fees and costs
 
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 incurred for goods shipped to customers are generally recorded in cost of goods sold.  Other shipping and handling costs such as labor and overhead are included in selling and administrative expenses and totaled
$4.0
million and
$2.7
million for the
three
-month periods ended
September 30, 2018
and
2017,
respectively.  Other shipping and handling costs such as labor and overhead are included in selling and
administrative expenses
and totaled
$10.0
million and
$8.1
million for the
nine
-month periods ended
September 30, 2018
and
2017,
respectively.
 
g)  Inventories
 
Inventories at interim dates are determined by using perpetual records on a
first
-in,
first
-out basis or average cost.
 
h) Accounting for income taxes
 
The provision for income taxes is calculated by using the effective tax rate anticipated for the full year.
 
i) 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.
 
j) Earnings per share
 
Historical basic per share data is based on the weighted average number of shares outstanding. Historical diluted per share data is reconciled by adding to weighted average shares outstanding the dilutive impact of the exercise of outstanding stock options, stock appreciation rights, unvested shares, and performance shares.
 
k) Derivative financial instruments
 
The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency. The Company records derivatives on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. On the date a derivative contract is entered into, the Company
may
elect to designate the derivative as a fair value hedge, a cash flow hedge, or the hedge of a net investment in a foreign operation. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative that is used in the hedging transaction is highly effective. For those instruments that are designated as a cash flow hedge and meet certain documentary and analytical requirements to qualify for hedge accounting treatment, changes in the fair value for the effective portion are reported in other comprehensive income (“OCI”), net of related income tax effects, and are reclassified to the income statement when the effects of the item being hedged are recognized in the income statement. The Company discontinues hedge accounting prospectively when it is determined that the derivative is
no
longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, or management determines that designation of the derivative as a hedging instrument is
no
longer appropriate. In situations in which the Company does
not
elect hedge accounting or hedge accounting is discontinued and the derivative is retained, the Company carries or continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value through earnings.
 
The nature of the Company’s business activities involves the management of various financial and market risks, including those related to changes in interest rates and foreign currency. The Company does
not
enter into derivative instruments for speculative purposes. The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that
may
be undertaken, and by entering into transactions with high-quality counterparties.           
 
Effective
March 3, 2017,
in order to reduce the interest rate risk on its future debt, the Company entered into an interest rate swap agreement that was designed to effectively convert or hedge the variable interest rate on a portion of its future borrowings to achieve a net fixed rate beginning
March 1, 2018
with a notional amount of
$18.0
million. This agreement was amended on
May 2, 2018. (
See Note
2.
)
 
On
January 3, 2017,
the Company entered into a foreign exchange forward contract to lock in the exchange rate on the Brazilian real to limit the risk of changes in foreign currency on the expected payment of a customer receivable. The amount of the contract was
$1.8
million and settled on
June 29, 2017.
A loss of
$0.1
million on this contract was recognized in the
second
quarter of
2017,
which was included in selling and administrative expenses.
 
l) 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.
 
m) 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 components of total comprehensive income are the change in pension costs, change in fair value of qualifying hedges, and foreign currency translation adjustments.
 
n) Operating segments
 
Accounting standards require 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 its operations and has determined that it has
three
reportable segments - Uniforms and Related Products, Remote Staffing Solutions and Promotional Products. (See Note
8.
)
 
o) Share-based compensation
 
The Company awards share-based compensation as an incentive for employees to contribute to the Company’s long-term success. Historically, the Company has granted options, stock-settled stock appreciation rights, and restricted stock. In
2016,
the Company began issuing performance shares as well.
 
The Company recognizes share-based compensation expense for all awards granted to employees, which is based on the fair value of the award on the date of grant. Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards and the Company’s common stock price volatility, risk free interest rate and dividend rate. The assumptions used in calculating the fair value of stock compensation awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary to use different assumptions, stock compensation expense could be materially different from what has been recorded in the current period.
 
p) Recent Accounting Pronouncements
 
In
February 2016,
the FASB issued ASU
2016
-
02
that amends the accounting guidance on leases.  The primary change in this ASU requires lessees to recognize, in the balance sheet, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset over the lease term.  The amendments in this ASU are to be applied using a modified retrospective approach and are effective for fiscal years beginning after
December 15, 2018. 
The amendments are required to be adopted by the Company on
January 1, 2019. 
The Company is in the preliminary phases of assessing the effect of this ASU.  We have
not
yet determined the effect of this ASU on our results of operations, financial condition, or cash flows.
 
In
March 2017,
the FASB issued ASU
2017
-
07
“Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. The amendment requires the service cost component be presented in the same line item as compensation costs for the pertinent employees during the period. The other components of net pension cost must be presented outside a subtotal of income from operations, if
one
is presented. The amendments are effective for annual periods beginning after
December 15, 2017
and must be applied retrospectively. The Company adopted ASU
2017
-
07
in the
first
quarter of
2018.
As a result, we have added an additional line item to our consolidated statements of comprehensive income and restated our
2017
results to reflect the change in accounting principle. Service costs are included in selling and administrative expenses and other components of net pension cost are included in other periodic pension costs.
 
In
May 2014,
the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No.
2014
-
09,
Revenue from Contracts with Customers (Topic
606
) that superseded most current revenue recognition guidance, including industry-specific guidance. The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard provides a
five
-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Additionally, the guidance requires disaggregated disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. ASC
606
was adopted by the Company on
January 1, 2018
using the modified retrospective method. The cumulative effect of applying the new standard was recorded as an adjustment to the opening balance of retained earnings, as further described below. The comparative information for prior periods has
not
been restated and continues to be reported under the accounting standards in effect for those periods. For our Uniforms and Related Products and Promotional Products segments, our revenue is primarily generated from the sale of finished products to customers as products are shipped and title passes to the customers. For certain contracts with customers, the Company creates an asset with
no
alternative use to the Company, and the Company has an enforceable right to payment for performance completed to date. For these contracts, we have moved from a point in time model to an over time model in which our measure of progress is finished goods with
no
alternative use. The new standard has
no
cash impact and does
not
affect the economics of our underlying customer contracts.
 
We recorded a net increase in opening retained earnings of
$11.2
million as of
January 1, 2018
due to the cumulative impact of ASC
606.
The impact on revenues for the
three
months ended
September 30, 2018
was an increase of
$2.9
million as a result of ASC
606.
The impact on revenues for the
nine
months ended
September 30, 2018
was an increase of
$3.7
million as a result of ASC
606.
 
The opening retained earnings adjustment is as follows (in thousands):
 
Net sales
  $
42,880
 
Cost of goods sold
   
27,397
 
Selling and administrative expenses
   
706
 
Income before taxes on income
   
14,777
 
Income tax expense
   
3,542
 
Adjustment to opening retained earnings
  $
11,235
 
 
Payment of the cumulative tax adjustment will be made over
four
years as a change in accounting method.
 
The following tables disaggregate our net sales by major source (in thousands):
 
   
As Reported for
Three Months
Ended
   
Balances
Without
Adoption of
   
Effect of Change
 
   
9/30/2018
   
ASC 606
   
9/30/2018
 
                         
Uniform and Related Products
  $
69,776
    $
66,610
    $
3,166
 
Remote Staffing Solutions
   
6,908
     
6,908
     
-
 
Promotional Products
   
19,186
     
19,427
     
(241
)
    $
95,870
    $
92,945
    $
2,925
 
 
   
As Reported for
Nine Months
Ended
   
Balances
Without
Adoption of
   
Effect of Change
 
   
9/30/2018
   
ASC 606
   
9/30/2018
 
                         
Uniform and Related Products
  $
174,304
    $
171,736
    $
2,568
 
Remote Staffing Solutions
   
20,169
     
20,169
     
-
 
Promotional Products
   
56,876
     
55,729
     
1,147
 
    $
251,349
    $
247,634
    $
3,715
 
 
Revenue for our Uniforms and Related Products and Promotional Products segments is recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for the goods. Sales taxes, sales discounts and customer rebates are also excluded from revenue. In accordance with ASC
606
revenue is recorded for goods that the customer is obligated to purchase under the termination terms of the contract which have
no
alternative use. Contract termination terms
may
involve variable consideration clauses such as discounts and rebates and revenue has been adjusted accordingly in our ASC
606
adjustment. Revenues from contracts containing termination provisions are recorded at terminal value if applicable and therefore do
not
represent the selling margins if the sale transaction occurred in the normal course of business.  Therefore, revenues recognized under this provision
may
not
reflect the gross margins to be realized for transactions
not
affected by a contract termination. Revenue from our Remote Staffing segment is recognized as services are delivered and did
not
generate an ASC
606
adjustment in the
three
or
nine
-month periods ended
September 30, 2018.
 
The Company does
not
have any remaining performance obligations related to revenue recorded for ASC
606
for the quarter ended
September 30, 2018.
 
The impact of adoption of ASC
606
on our consolidated balance sheet and statement of comprehensive income as of
September 30, 2018
is as follows (in thousands):
 
Balance Sheet
 
   
As Reported
   
Balances
Without
Adoption of
   
Effect of Change
 
   
9/30/2018
   
ASC 606
   
9/30/2018
 
Assets:
                       
Contract assets
  $
49,605
    $
-
    $
49,605
 
Inventory
   
65,057
     
93,770
     
(28,713
)
Deferred taxes
   
(8,525
)    
(5,639
)    
(2,886
)
                         
Liabilities:
                       
Accounts payable
  $
25,024
    $
22,239
    $
2,785
 
Other current liabilites
   
14,804
     
12,730
     
2,074
 
 
In accordance with ASC
606,
the Company has recognized contract assets of
$49.6
million as of
September 30, 2018
for goods produced without an alternative use for which the Company has an enforceable right to payment but which have
not
yet been invoiced to the customer.
 
   
As Reported for
Three Months
Ended
   
Balances
Without
Adoption
of
   
Effect of Change
 
   
9/30/2018
   
ASC 606
   
9/30/2018
 
Statement of comprehensive income:
                       
Net sales
  $
95,870
    $
92,945
    $
2,925
 
Cost of goods sold
   
62,070
     
59,908
     
2,162
 
Selling and administrative expenses
   
25,482
     
25,527
     
(45
)
 
 
   
As Reported for
Nine Months
Ended
   
Balances
Without
Adoption of
   
Effect of Change
 
   
9/30/2018
   
ASC 606
   
9/30/2018
 
Statement of comprehensive income:
                       
Net sales
  $
251,349
    $
247,634
    $
3,715
 
Cost of goods sold
   
163,396
     
160,551
     
2,845
 
Selling and administrative expenses
   
69,991
     
70,058
     
(67
)
 
 
The cost of goods sold associated with our ASC
606
adjustment include the cost of the garments, alterations (if applicable) and shipping costs. Selling and administrative expenses consist of sales commissions.