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) May 7, 2024

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.)

200 Central Avenue, Suite 2000, St. Petersburg, Florida (Address of principal executive offices) 33701 (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 quarter ended March 31, 2024. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.0l     Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 7, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Michael Koempel
	Michael Koempel
	Chief Financial Officer

Date: May 7, 2024

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUPERIOR GROUP OF COMPANIES REPORTS FIRST QUARTER 2024 RESULTS

– Total net sales of $138.8 million up from $130.8 million in prior year first quarter –

– Net income of $3.9 million up from $0.9 million in prior year first quarter –

– EBITDA of $9.6 million up from $6.9 million in prior year first quarter –

– Board of Directors approves $0.14 per share quarterly dividend –

– Raises full-year outlook –

ST. PETERSBURG, Fla., May 7, 2024 – Superior Group of Companies, Inc. (NASDAQ: SGC) (the “Company”), today announced its first quarter 2024 results.

“The year is off to a strong start, with year-over-year revenue and EBITDA growth for all three of our business segments driving positive cash flow and improved financial flexibility,” said Michael Benstock, Chief Executive Officer. “To capitalize on gradually improving underlying trends across our attractive end markets, our team’s focus is on strong customer service and retention. With an always long-term view of our business, we are also prudently investing in talent, processes and systems to capture future market share to enhance our long-term profitability and create additional shareholder value. We remain confident in our future outlook and are raising our full-year expectations, as we are seeing positive momentum across each of our business segments.”

First Quarter Results

For the first quarter ended March 31, 2024, net sales increased 6.2% to $138.8 million, compared to first quarter 2023 net sales of $130.8 million. Pretax income was $4.6 million compared to $0.9 million in the first quarter of 2023. Net income was $3.9 million or $0.24 per diluted share compared to $0.9 million, or $0.06 per diluted share for the first quarter of 2023.

First Quarter 2024 Dividend

The Board of Directors declared a quarterly dividend of $0.14 per share, payable June 3, 2024 to shareholders of record as of May 20, 2024.

2024 Full-Year Outlook

The Company is raising its full year 2024 sales outlook to a range of $563 million to $570 million from the prior range of $558 million to $568 million, and versus 2023 sales of $543 million. Also, the Company is raising its full-year earnings per diluted share forecast to a range of $0.73 to $0.79, which reflects improved operating performance, partially offset by incremental stock compensation expense from the May issuance of performance-based stock awards. The updated earnings per diluted share outlook is up from the prior range of $0.61 to $0.68 and compares to $0.54 in 2023.

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Webcast and Conference Call

The Company will host a webcast and conference call at 5:00 pm Eastern Time today. The live webcast and archived replay can be accessed in the investor relations section of the Company's website at https://ir.superiorgroupofcompanies.com/Presentations. Interested individuals may also join the teleconference by dialing 1-844-861-5505 for U.S. dialers and 1-412-317-6586 for International dialers. The Canadian Toll-Free number is 1-866-605-3852. Please ask to be joined to the Superior Group of Companies call. A telephone replay of the teleconference will be available through May 21, 2024. To access the replay, dial 1-877-344-7529 in the United States or 1-412-317-0088 from international locations. Canadian dialers can access the replay at 855-669-9658. Please reference conference number 6849361 for 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) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) 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; uncertainties related to supply disruptions, inflationary environment (including with respect to the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages), and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the effect of the Company’s previously disclosed material weakness in internal control over financial reporting; the Company’s ability to successfully remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting; 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, 2023 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. 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):

Established in 1920, Superior Group of Companies is comprised of three attractive business segments each serving large, fragmented and growing addressable markets. Across Healthcare Apparel, Branded Products and Contact Centers, each segment enables businesses to create extraordinary brand engagement experiences for their customers and employees. SGC’s commitment to service, quality, advanced technology, and omnichannel commerce provides unparalleled competitive advantages. We are committed to enhancing shareholder value by continuing to pursue a combination of organic growth and strategic acquisitions. For more information, visit www.superiorgroupofcompanies.com.

Investor Relations Contact:
Investors@Superiorgroupofcompanies.com

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Comparative figures are as follows:

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except shares and per share data)

	Three Months Ended March 31,
	2024		2023
Net sales	$	138,842	$	130,773
Costs and expenses:
Cost of goods sold		83,525		83,665
Selling and administrative expenses		48,749		43,379
Other periodic pension costs		189		214
Interest expense		1,787		2,570
		134,250		129,828
Income before income tax expense		4,592		945
Income tax expense		680		57
Net income	$	3,912	$	888
Net income per share:
Basic	$	0.24	$	0.06
Diluted	$	0.24	$	0.06
Weighted average shares outstanding during the period:
Basic		16,028,032		15,882,994
Diluted		16,453,452		16,118,329
Cash dividends per common share	$	0.14	$	0.14

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par value data)

	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	22,040		$	19,896
Accounts receivable, less allowance for doubtful accounts of $4,213 and $4,237, respectively		93,737			103,494
Accounts receivable - other		119			307
Inventories		92,573			98,067
Contract assets		52,511			48,715
Prepaid expenses and other current assets		6,549			8,881
Total current assets		267,529			279,360
Property, plant and equipment, net		45,319			46,890
Operating lease right-of-use assets		17,484			17,909
Deferred tax asset		12,349			12,356
Intangible assets, net		50,150			51,160
Other assets		15,650			14,775
Total assets	$	408,481		$	422,450
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	41,653		$	50,520
Other current liabilities		40,414			43,978
Current portion of long-term debt		5,156			4,688
Current portion of acquisition-related contingent liabilities		942			1,403
Total current liabilities		88,165			100,589
Long-term debt		84,445			88,789
Long-term pension liability		13,361			13,284
Long-term acquisition-related contingent liabilities		612			557
Long-term operating lease liabilities		12,513			12,809
Other long-term liabilities		8,564			8,784
Total liabilities		207,660			224,812
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 16,743,723 and 16,564,712 shares, respectively		16			16
Additional paid-in capital		79,602			77,443
Retained earnings		123,946			122,464
Accumulated other comprehensive loss, net of tax:
Pensions		(1,099	)		(1,122	)
Foreign currency translation adjustment		(1,644	)		(1,163	)
Total shareholders’ equity		200,821			197,638
Total liabilities and shareholders’ equity	$	408,481		$	422,450

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,912		$	888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,252			3,388
Inventory write-downs		420			-
Provision for bad debts - accounts receivable		83			(97	)
Share-based compensation expense		1,015			1,080
Change in fair value of acquisition-related contingent liabilities		152			(563	)
Change in fair value of written put options		392			(442	)
Changes in assets and liabilities, net of acquisition of businesses:
Accounts receivable		9,419			10,150
Accounts receivable - other		188			2,928
Contract assets		(3,835	)		1,590
Inventories		5,010			2,807
Prepaid expenses and other current assets		2,252			2,403
Other assets		(803	)		(657	)
Accounts payable and other current liabilities		(12,122	)		1,596
Long-term pension liability		108			209
Other long-term liabilities		4			(230	)
Net cash provided by operating activities		9,447			25,050
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(675	)		(2,114	)
Net cash used in investing activities		(675	)		(2,114	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings of debt		7,000			1,000
Repayment of debt		(10,937	)		(12,938	)
Payment of cash dividends		(2,330	)		(2,295	)
Payment of acquisition-related contingent liabilities		(557	)		-
Proceeds received on exercise of stock options		449			35
Net cash used in financing activities		(6,375	)		(14,198	)
Effect of currency exchange rates on cash		(253	)		140
Net increase in cash and cash equivalents		2,144			8,878
Cash and cash equivalents balance, beginning of period		19,896			17,722
Cash and cash equivalents balance, end of period	$	22,040		$	26,600

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands, except shares and per share data)

	Three Months Ended March 31,
	2024		2023
Net income	$	3,912	$	888
Interest expense		1,787		2,570
Income tax expense		680		57
Depreciation and amortization		3,252		3,388
EBITDA(1)	$	9,631	$	6,903

(1) EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, income tax expense and depreciation and amortization expense. The Company believes EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences and (iii) asset base (depreciation and amortization). The Company uses EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs. EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and assessing the Company’s results of operations. The presentation of the Company’s EBITDA may change from time to time, including as a result of changed business conditions, new accounting pronouncements or otherwise. If the presentation changes, the Company undertakes to disclose any change between periods and the reasons underlying that change. The Company’s EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION - REPORTABLE SEGMENTS

(Unaudited)

(In thousands)

	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Three Months Ended March 31, 2024:
Net sales	$	87,068	$	29,237	$	23,552	$	(1,015	)	$	-		$	138,842
Cost of goods sold		55,327		17,727		10,908		(437	)		-			83,525
Gross margin		31,741		11,510		12,644		(578	)		-			55,317
Selling and administrative expenses		23,294		9,812		10,421		(578	)		5,800			48,749
Other periodic pension cost		-		-		-		-			189			189
Add: Depreciation and amortization		1,500		937		723		-			92			3,252
Segment EBITDA(1)	$	9,947	$	2,635	$	2,946	$	-		$	(5,897	)	$	9,631
	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Three Months Ended March 31, 2023:
Net sales	$	81,851	$	28,154	$	22,056	$	(1,288	)	$	-		$	130,773
Cost of goods sold		55,952		18,054		10,267		(608	)		-			83,665
Gross margin		25,899		10,100		11,789		(680	)		-			47,108
Selling and administrative expenses		20,053		9,502		9,664		(680	)		4,840			43,379
Other periodic pension cost		-		-		-		-			214			214
Add: Depreciation and amortization		1,664		974		668		-			82			3,388
Segment EBITDA(1)	$	7,510	$	1,572	$	2,793	$	-		$	(4,972	)	$	6,903

(1) Segment EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting”. Amounts included in income before income tax expense and excluded from Segment EBITDA include: interest expense and depreciation and amortization expense. Total Segment EBITDA is a non-GAAP financial measure. Please see reconciliation of EBITDA included in the Non-GAAP Financial Measures table above.

7

XML

Document And Entity Information	May 07, 2024
Document Information [Line Items]
Entity, Registrant Name	Superior Group of Companies, Inc.
Document, Type	8-K
Document, Period End Date	May 07, 2024
Entity, Incorporation, State or Country Code	FL
Entity, File Number	001-05869
Entity, Tax Identification Number	11-1385670
Entity, Address, Address Line One	200 Central Avenue, Suite 2000
Entity, Address, City or Town	St. Petersburg
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33701
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