8-K
SUPERIOR GROUP OF COMPANIES, INC. (SGC)
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) February 20, 2020
Superior Group of Companies, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 001-05869 | 11-1385670 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) |
| 10055 Seminole Blvd., Seminole, Florida<br><br> <br>(Address of principal executive offices) | 33772<br><br> <br>(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, 2019. 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 February 20, 2020 |
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 Attinella |
| Michael Attinella | |
| Chief Financial Officer and Treasurer |
Date: February 20, 2020
ex_173359.htm
Exhibit 99.1
| A NASDAQ Listed Company: SGC | FOR IMMEDIATE RELEASE |
|---|
SUPERIOR GROUP OF COMPANIES , INC. REPORTS OPERATING RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2019
| ● Fourth quarter net sales up 14.1% and Annual net sales up 8. 8 % |
|---|
SEMINOLE, Fla. - February 20, 2020 – Superior Group of Companies, Inc. (NASDAQ: SGC), today announced its fourth quarter and year-end operating results for 2019.
The Company announced that for the year ended December 31, 2019, net sales increased $30.4 million or 8.8% percent to $376.7 million. Pre-tax income was $15.3 million compared to $21.4 million in 2018. Net income for the fiscal year 2019 was $12.1 million, or $0.79 per diluted share, compared to $17.0 million, or $1.10 per diluted share, in 2018.
Net sales for the fourth quarter ended December 31, 2019 were $108.4 million, an increase of 14.1% compared to the 2018 fourth quarter of $95.0 million. Pre-tax income was $4.0 million compared to $5.7 million in the 2018 fourth quarter. Net income for the fourth quarter ended December 31, 2019 was $3.0 million, or $0.20 per diluted share, compared to $4.6 million, or $0.30 per diluted share, reported for the fourth quarter 2018.
Michael Benstock, Chief Executive Officer, commented, “We were pleased with our overall performance in the fourth quarter and 2019 as a whole. Sales at BAMKO, which comprises our Promotional Products Segment, grew 54% for the quarter and 33% for the year, eclipsing $107 million. Sales at The Office Gurus, our Remote Staffing Segment, grew nicely at 17% and 16% for the quarter and year, respectively. In our Uniform Segment we made significant progress to position ourselves for growth through the appointment of new leadership and re-organizations within our Healthcare and Employee ID businesses; the integration of our ERP system across the segment; expansion of our manufacturing capabilities in Haiti; and initiating the expansion and modernization of our largest automated warehouse facility in Arkansas. We are better positioned than ever with our leadership, teams, systems, infrastructure, expanded product assortment and service lines to meet and exceed our existing customers’ expectations and gain market share. I’m quite satisfied with our progress in these areas during 2019 and am confident in the overall trajectory of our businesses as we enter 2020.”
CONFERENCE CALL
Superior Group of Companies will hold a conference call on Thursday, February 20, 2020 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 2:00 p.m. Eastern Time on March 5, 2020. 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 101 39049 for all replay access.
About Superior Group of Companies, Inc. (SGC):
Superior Group of Companies^™^, formerly Superior Group of Companies, established in 1920, is a combination of companies that help customers unlock the power of their brands by creating extraordinary brand experiences for employees and customers. It provides customized support for each of its divisions through its shared services model.
Fashion Seal Healthcare^®^, HPI^™^ and CID Resources are signature uniform brands of Superior Group of Companies. Each is one of America’s leading providers of uniforms and image apparel in the markets it serves. They specialize in innovative uniform program design, global manufacturing, and state-of-the-art distribution. Every day, more than 6 million Americans go to work wearing a uniform from Superior Group of Companies.
BAMKO^®^, Tangerine Promotions^®^ and Public Identity^®^ are signature promotional products and branded merchandise brands of Superior Group of Companies. They 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 its customers in order to accelerate their growth and improve their customers’ service experiences.
SGC’s commitment to service, technology, quality and value-added benefits, as well as its financial strength and resources, provides unparalleled support for its customers’ diverse needs while embracing a “Customer 1st, Every Time!” philosophy and culture in all of its business segments.
Visit www.superiorgroupofcompanies.com for more information.
| Contact: | ||
|---|---|---|
| Michael Attinella | Hala Elsherbini | |
| Chief Financial Officer & Treasurer | -OR- | Halliburton Investor Relations |
| (727) 803-7170 | (972) 458-8000 |
Comparative figures are as follows:
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| YEARS ENDED DECEMBER 31, | ||||||
| (In thousands, except shares and per share data) | ||||||
| Years Ended December 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | 2017 | ||||
| Net sales | $ | 376,701 | $ | 346,350 | $ | 266,814 |
| Costs and expenses: | ||||||
| Cost of goods sold | **** | 247,772 | 224,653 | 170,462 | ||
| Selling and administrative expenses | **** | 107,282 | 96,710 | 70,592 | ||
| Other periodic pension costs | **** | 1,962 | 385 | 1,224 | ||
| Interest expense | **** | 4,399 | 3,207 | 802 | ||
| **** | 361,415 | 324,955 | 243,080 | |||
| Gain on sale of property, plant and equipment | **** | - | - | 1,048 | ||
| Income before taxes on income | **** | 15,286 | 21,395 | 24,782 | ||
| Income tax expense | **** | 3,220 | 4,420 | 9,760 | ||
| Net income | $ | 12,066 | $ | 16,975 | $ | 15,022 |
| Net income per share: | ||||||
| Basic | $ | 0.81 | $ | 1.14 | $ | 1.04 |
| Diluted | $ | 0.79 | $ | 1.10 | $ | 0.99 |
| Weighted average number of shares outstanding during the period | ||||||
| Basic | **** | 14,945,165 | 14,937,786 | 14,510,156 | ||
| Diluted | **** | 15,266,408 | 15,472,133 | 15,118,768 | ||
| Cash dividends per common share | $ | 0.400 | $ | 0.390 | $ | 0.365 |
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
| YEARS ENDED DECEMBER 31, | |||||
| (In thousands, except share and par value data) | |||||
| --- | --- | --- | --- | --- | --- |
| 2018 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 9,038 | $ | 5,362 | ||
| Accounts receivable, less allowance for doubtful accounts of 2,964 and 2,042, respectively | 79,746 | 64,017 | |||
| Accounts receivable - other | 1,083 | 1,744 | |||
| Inventories | 73,379 | 70,203 | |||
| Contract assets | 38,533 | 49,236 | |||
| Prepaid expenses and other current assets | 9,934 | 6,650 | |||
| Total current assets | 211,713 | 197,212 | |||
| Property, plant and equipment, net | 32,825 | 28,769 | |||
| Operating lease right-of-use assets | 5,445 | - | |||
| Intangible assets, net | 62,536 | 66,312 | |||
| Goodwill | 36,292 | 33,961 | |||
| Other assets | 10,122 | 8,832 | |||
| Total assets | 358,933 | $ | 335,086 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 33,271 | $ | 24,685 | ||
| Other current liabilities | 18,894 | 14,767 | |||
| Current portion of long-term debt | 15,286 | 6,000 | |||
| Current portion of acquisition-related contingent liabilities | 1,905 | 941 | |||
| Total current liabilities | 69,356 | 46,393 | |||
| Long-term debt | 104,003 | 111,522 | |||
| Long-term pension liability | 10,253 | 8,705 | |||
| Long-term acquisition-related contingent liabilities | 3,423 | 5,422 | |||
| Long-term operating lease liabilities | 2,380 | - | |||
| Deferred tax liability | 7,042 | 8,475 | |||
| Other long-term liabilities | 4,922 | 3,648 | |||
| Commitments and contingencies (Note 11) | |||||
| 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 - 15,227,604 and 15,202,387 shares, respectively. | 15 | 15 | |||
| Additional paid-in capital | 57,442 | 55,859 | |||
| Retained earnings | 107,581 | 103,032 | |||
| Accumulated other comprehensive income (loss), net of tax: | |||||
| Pensions | (7,224 | ) | (7,673 | ) | |
| Cash flow hedges | 91 | 113 | |||
| Foreign currency translation adjustment | (351 | ) | (425 | ) | |
| Total shareholders’ equity | 157,554 | 150,921 | |||
| Total liabilities and shareholders’ equity | 358,933 | $ | 335,086 |
All values are in US Dollars.
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||
| YEARS ENDED DECEMBER 31, | |||||||||
| (In thousands) | |||||||||
| Years Ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net income | $ | 12,066 | $ | 16,975 | $ | 15,022 | |||
| Adjustments to reconcile net income to net cash provided from operating activities: | |||||||||
| Depreciation and amortization | **** | 8,272 | 7,906 | 5,653 | |||||
| Provision for bad debts - accounts receivable | **** | 1,323 | 867 | 1,002 | |||||
| Share-based compensation expense | **** | 1,484 | 2,264 | 1,664 | |||||
| Deferred income tax (benefit) provision | **** | (1,595 | ) | (665 | ) | 5,114 | |||
| Gain on disposals of property, plant and equipment | **** | (5 | ) | - | (1,048 | ) | |||
| Change in fair value of acquisition-related contingent liabilities | **** | (74 | ) | (1,116 | ) | (89 | ) | ||
| Changes in assets and liabilities, net of acquisition of businesses: | |||||||||
| Accounts receivable - trade | **** | (17,104 | ) | (4,886 | ) | (4,731 | ) | ||
| Accounts receivable - other | **** | 660 | 105 | 1,237 | |||||
| Contract asset | **** | 10,703 | (3,382 | ) | - | ||||
| Inventories | **** | (4,984 | ) | 2,429 | 4,250 | ||||
| Prepaid expenses and other current assets | **** | (3,479 | ) | 2,622 | (4,151 | ) | |||
| Other assets | **** | (1,717 | ) | (1,257 | ) | (4,504 | ) | ||
| Accounts payable and other current liabilities | **** | 10,904 | (1,344 | ) | 3,362 | ||||
| Long-term pension liability | **** | 2,138 | (128 | ) | (2,577 | ) | |||
| Other long-term liabilities | **** | 1,415 | (526 | ) | 2,523 | ||||
| Net cash provided from operating activities | **** | 20,007 | 19,864 | 22,727 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
| Additions to property, plant and equipment | **** | (9,672 | ) | (4,869 | ) | (4,248 | ) | ||
| Proceeds from disposals of property, plant and equipment | **** | 5 | - | 2,858 | |||||
| Acquisition of businesses, net of acquired cash | **** | - | (85,597 | ) | (7,988 | ) | |||
| Net cash used in investing activities | **** | (9,667 | ) | (90,466 | ) | (9,378 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
| Proceeds from long-term debt | **** | 165,314 | 206,025 | 74,387 | |||||
| Repayment of long-term debt | **** | (163,645 | ) | (127,439 | ) | (77,573 | ) | ||
| Payment of cash dividends | **** | (6,046 | ) | (5,836 | ) | (5,269 | ) | ||
| Payment of acquisition-related contingent liabilities | **** | (961 | ) | (2,861 | ) | (1,800 | ) | ||
| Proceeds received on exercise of stock options | **** | 283 | 727 | 1,872 | |||||
| Tax benefit from vesting of acquisition related restricted stock | **** | 30 | 445 | 650 | |||||
| Tax withholdings on exercise of stock rights | **** | - | (17 | ) | (1,186 | ) | |||
| Common stock reacquired and retired | **** | (1,685 | ) | (2,906 | ) | - | |||
| Net cash provided from (used in) financing activities | **** | (6,710 | ) | 68,138 | (8,919 | ) | |||
| Effect of exchange rates on cash | **** | 46 | (304 | ) | 51 | ||||
| Net increase (decrease) in cash and cash equivalents | **** | 3,676 | (2,768 | ) | 4,481 | ||||
| Cash and cash equivalents balance, beginning of year | **** | 5,362 | 8,130 | 3,649 | |||||
| Cash and cash equivalents balance, end of year | $ | 9,038 | $ | 5,362 | $ | 8,130 |