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)           March 1, 2021

Superior Group of Companies, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SGC	NASDAQ

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 Group of Companies, Inc. (the “Company”) announcing its results of operations for the year ended December 31, 2020. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.0l. Financial Statements and Exhibits

(c) Exhibits

Exhibit Number          Description

99.1                              Press Release, dated March 1, 2021

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 GROUP OF COMPANIES, INC.

By: /s/ Andrew D. Demott, Jr.

Andrew D. Demott, Jr.

Chief Operating Officer, Chief Financial Officer and Treasurer

Date: March 1, 2021

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
A NASDAQ Listed Company: SGC

SUPERIOR GROUP OF COMPANIES, INC. REPORTS OPERATING RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2020

● Fourth quarter net sales up 34% and Annual net sales up 40%

● Fourth quarter earnings per share (diluted) increased 295% to $0.79

● Net Sales and Year-End backlogs, excluding increases from PPE sales are the highest ever recorded

● Annual debt reduction of $31.6 million

SEMINOLE, Fla. – March 1, 2021 ‐‐– Superior Group of Companies, Inc. (NASDAQ: SGC), today announced its fourth quarter and year-end operating results for 2020.

The Company announced that for the year ended December 31, 2020, net sales increased $150.0 million or 40% percent to $526.7 million compared to $376.7 million in 2019. Pre-tax income was $51.5 million compared to $15.3 million in 2019. Net income for the fiscal year 2020 was $41.0 million, or $2.65 per diluted share, compared to $12.1 million, or $0.79 per diluted share in 2019.

Net sales for the fourth quarter ended December 31, 2020 were $145.4 million, an increase of 34% compared to the 2019 fourth quarter of $108.4 million. Pre-tax income was $15.9 million compared to $4.0 million in the 2019 fourth quarter. Net income for the fourth quarter ended December 31, 2020 was $12.5 million, or $0.79 per diluted share, compared to $3.0 million, or $0.20 per diluted share, reported for the fourth quarter 2019.

Michael Benstock, Chief Executive Officer, commented, “While the pandemic made 2020 very challenging, we are very proud and grateful that our teams in all segments responded so strategically and collaboratively to the adversity which produced record setting results for our shareholders. We continued to benefit from our successful pivot to supplying a wider array of personal protective equipment (“PPE”) during the fourth quarter. For the full year 2020, net sales of PPE were approximately $131.2 million as compared to $3.9 million in 2019. While the pivot to PPE was key to our growth in net sales and net income, it is important to note that we actually had organic growth in net sales in 2020 in all three of our business segments exclusive of the increased sales from PPE. Sales at BAMKO, which comprises our Promotional Products Segment, grew 53% for the quarter and 88% for the year, eclipsing $202 million. Sales at The Office Gurus, our Remote Staffing Segment, returned to pre-pandemic growth levels in the fourth quarter with 31% and 18% growth for the quarter and year, respectively. Sales in our Uniform Segment also grew 24% for the quarter and 21% for the year.

“Our pre-existing strategy of selling to a diverse range of customers with our redundant manufacturing strategy remains in place and bodes well for our future, especially as we continue to provide products and services to many essential businesses in all of our SGC segments. Both our uniform and promotional products segments finished the year with record year-end opportunity pipelines and backlogs. The Office Gurus segment continues to grow, including by leveraging its work from home solution to increase capacity. While we have no certainty as to how the pandemic will impact our customers in the future, we are fully prepared to meet the challenges that might face us. We have made the proper investments in our people, technology and product development, and we continue to do so at an accelerated pace when needed. While we are living in the most uncertain of times, we have met challenges throughout our 100 years with innovation and success. We will continue to do so going forward in a way that focuses on building long-term shareholder value.

“As a result of the cash flow generated from operating activities, we were able to reduce our outstanding debt by $31.6 million in 2020. This reduction has bolstered our ability to capitalize on opportunities as they arise such as our recent acquisition of Gifts by Design during the first quarter of 2021. We expect that additional favorable acquisition opportunities will be available for us in the current environment.”

CONFERENCE CALL

Superior Group of Companies will hold a conference call on Monday, March 1, 2021 at 2:00 p.m. Eastern Time to discuss the Company’s results. Interested individuals may join the teleconference by dialing (844) 861-5505 for U.S. dialers and (412) 317-6586 for International dialers. The Canadian Toll Free number is (866) 605-3852. Please ask to be joined into the Superior Group of Companies call. The live webcast and archived replay can also be accessed in the investor information section of the Company’s website at www.superiorgroupofcompanies.com.

A telephone replay of the teleconference will be available one hour after the end of the call through 10:00 a.m. Eastern Time on March 15, 2021. To access the replay, dial (877) 344-7529 in the United States or (412) 317-0088 from international locations. Canadian dialers can access the replay at (855) 669-9658. Please reference conference number 10151894 for all replay access.

Disclosure Regarding Forward Looking Statements

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by use of the words “may,” “will,” “should,” “could,” “expect,” anticipate,” “estimate,” “believe,” “intend,” “project,” “potential,” or “plan” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements in this press release may include, without limitation: (1) the projected impact of the current coronavirus (COVID-19) pandemic on our, our customers’, and our suppliers’ businesses, (2) projections of revenue, income, and other items relating to our financial position and results of operations, (3) statements of our plans, objectives, strategies, goals and intentions, (4) statements regarding the capabilities, capacities, market position and expected development of our business operations, and (5) statements of expected industry and general economic trends. 

Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results.  Such risks and uncertainties include, but are not limited to, the following: the impact of competition; the effect of uncertainties related to the current coronavirus (COVID-19) pandemic on the U.S. and global markets, our business, operations, customers, suppliers and employees, including without limitation the length and scope of the restrictions imposed by various governments and success of efforts to deliver a vaccine on a timely basis, among other factors; general economic conditions, including employment levels, in the areas of the United States of America (“United States”)  in which the Company’s customers are located; changes in the healthcare, industrial, retail, hotels, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, successfully integrate any acquired businesses, successfully manage our expanding operations, or discover liabilities associated with such businesses during the diligence process; the price and availability of cotton, polyester and other manufacturing materials; attracting and retaining senior management and key personnel and other factors described in the Company’s filings with the Securities and Exchange Commission, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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 press release and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.

About Superior Group of Companies, Inc. (SGC):

Superior Group of Companies™ formerly Superior Uniform Group, established in 1920, is a combination of companies that help our customers unlock the power of their brands by creating extraordinary brand engagement experiences for their employees and customers. We provide customized support for each of our divisions through our shared services model.

Fashion Seal Healthcare®, HPI® and WonderWink® are our core uniform brands. Each is one of America’s leading providers of uniforms and image apparel in the markets we serve. We specialize in innovative uniform program design, global manufacturing, and state-of-the-art distribution. Every workday, more than 7 million Americans go to work wearing a uniform from Superior Group of Companies.

BAMKO®, Tangerine Promotions®, Public Identity® and Gifts By Design are our signature promotional product companies. We provide unique custom branding, design, sourcing, and marketing solutions to some of the world’s most successful brands.

The Office Gurus® is a global provider of custom call and contact center support. As a true strategic partner, The Office Gurus implements customized solutions for our customers in order to accelerate their growth and improve our customers’ service experiences.

SGC’s commitment to service, technology, quality and value-added benefits, as well as our financial strength and resources, provides unparalleled support for our customers’ diverse needs while embracing a “Customer 1st, Every Time!” philosophy and culture in all of our business segments.

Visit www.superiorgroupofcompanies.com for more information.

Contact:

Andrew D. Demott, Jr.                   

COO, CFO & Treasurer                                    

727-803-7135

-OR-

Hala Elsherbini

Three Part Advisors

Senior Managing Director

214-442-0016

Comparative figures are as follows:

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except shares and per share data)

	Years Ended December 31,
	2020		2019		2018
Net sales	$	526,697	$	376,701	$	346,350
Costs and expenses:
Cost of goods sold		337,932		247,772		224,653
Selling and administrative expenses		136,515		107,282		96,710
Other periodic pension costs		955		1,962		385
Interest expense		2,003		4,399		3,207
		477,405		361,415		324,955
Gain on sale of property, plant and equipment		2,164		-		-
Income before taxes on income		51,456		15,286		21,395
Income tax expense		10,430		3,220		4,420
Net income	$	41,026	$	12,066	$	16,975
Net income per share:
Basic	$	2.72	$	0.81	$	1.14
Diluted	$	2.65	$	0.79	$	1.10
Weighted average shares outstanding during the period
Basic		15,075,134		14,945,165		14,937,786
Diluted		15,508,420		15,266,408		15,472,133
Cash dividends per common share	$	0.40	$	0.40	$	0.39

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)

	December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	5,172		$	9,038
Accounts receivable, less allowance for doubtful accounts of $7,667 and $2,964, respectively		101,902			79,746
Accounts receivable - other		1,356			1,083
Inventories		89,766			73,379
Contract assets		39,231			38,533
Prepaid expenses and other current assets		11,030			9,934
Total current assets		248,457			211,713
Property, plant and equipment, net		36,644			32,825
Operating lease right-of-use assets		3,826			5,445
Intangible assets, net		58,746			62,536
Goodwill		36,116			36,292
Other assets		10,135			10,122
Total assets	$	393,924		$	358,933
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	39,327		$	33,271
Other current liabilities		44,670			18,894
Current portion of long-term debt		15,286			15,286
Current portion of acquisition-related contingent liabilities		5,589			1,905
Total current liabilities		104,872			69,356
Long-term debt		72,372			104,003
Long-term pension liability		14,574			10,253
Long-term acquisition-related contingent liabilities		1,892			3,423
Long-term operating lease liabilities		1,599			2,380
Deferred tax liability		450			7,042
Other long-term liabilities		6,535			4,922
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $.001 par value - authorized 300,000 shares (none issued)		-			-
Common stock, $.001 par value - authorized 50,000,000 shares, issued and outstanding - 15,391,660 and 15,227,604 shares, respectively.		15			15
Additional paid-in capital		61,844			57,442
Retained earnings		141,972			107,581
Accumulated other comprehensive income (loss), net of tax:
Pensions		(10,898	)		(7,224	)
Cash flow hedges		69			91
Foreign currency translation adjustment		(1,372	)		(351	)
Total shareholders’ equity		191,630			157,554
Total liabilities and shareholders’ equity	$	393,924		$	358,933

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2020			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	41,026		$	12,066		$	16,975
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,132			8,272			7,906
Provision for bad debts - accounts receivable		6,746			1,323			867
Share-based compensation expense		2,530			1,484			2,264
Deferred income tax benefit		(4,987	)		(1,595	)		(665	)
Gain on sale of property, plant and equipment		(2,164	)		(5	)		-
Change in fair value of acquisition-related contingent liabilities		4,119			(74	)		(1,116	)
Changes in assets and liabilities, net of acquisition of business:
Accounts receivable		(29,251	)		(17,104	)		(4,886	)
Accounts receivable - other		(273	)		660			105
Contract assets		(699	)		10,703			(3,382	)
Inventories		(16,763	)		(4,984	)		2,429
Prepaid expenses and other current assets		(1,474	)		(3,479	)		2,622
Other assets		464			(1,717	)		(1,257	)
Accounts payable and other current liabilities		32,690			10,904			(1,344	)
Long-term pension liability		(508	)		2,138			(128	)
Other long-term liabilities		1,771			1,415			(526	)
Net cash provided by operating activities		41,359			20,007			19,864
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(11,857	)		(9,672	)		(4,869	)
Proceeds from disposals of property, plant and equipment		5,284			5			-
Acquisition of businesses, net of acquired cash		-			-			(85,597	)
Net cash used in investing activities		(6,573	)		(9,667	)		(90,466	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings of debt		202,349			165,314			206,025
Repayment of debt		(234,063	)		(163,645	)		(127,439	)
Payment of cash dividends		(6,111	)		(6,046	)		(5,836	)
Payment of acquisition-related contingent liabilities		(1,966	)		(961	)		(2,861	)
Proceeds received on exercise of stock options		1,927			283			727
Tax withholdings on exercise of stock rights		(66	)		-			(17	)
Tax (provision) benefit from vesting of acquisition-related restricted stock		(13	)		30			445
Common stock reacquired and retired		(500	)		(1,685	)		(2,906	)
Net cash provided by (used in) financing activities		(38,443	)		(6,710	)		68,138
Effect of currency exchange rates on cash		(209	)		46			(304	)
Net increase (decrease) in cash and cash equivalents		(3,866	)		3,676			(2,768	)
Cash and cash equivalents balance, beginning of period		9,038			5,362			8,130
Cash and cash equivalents balance, end of period	$	5,172		$	9,038		$	5,362
Supplemental disclosure of cash flow information:
Income taxes paid	$	13,390		$	7,146		$	1,088
Interest paid	$	1,490		$	3,979		$	2,724

XML

Document And Entity Information	Mar. 01, 2021
Document Information [Line Items]
Entity, Registrant Name	Superior Group of Companies, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 01, 2021
Entity, Incorporation, State or Country Code	FL
Entity, File Number	001-05869
Entity, Tax Identification Number	11-1385670
Entity, Address, Address Line One	10055 Seminole Blvd.
Entity, Address, City or Town	Seminole
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33772
City Area Code	727
Local Phone Number	397-9611
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	SGC
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0000095574