UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

 

X

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20192020

OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

 

Commission file number: 001-05869

 

Exact name of registrant as specified in its charter:

SUPERIOR GROUP OF COMPANIES, INC.

 

State or other jurisdiction of incorporation or organization:

I.R.S. Employer Identification No.:

Florida 

11-1385670

 

Address of principal executive offices:

10055 Seminole Boulevard

Seminole, Florida 33772-2539

Registrant'sRegistrant’s telephone number, including area code:

727-397-9611

Former name, former address and former fiscal year, if changed since last report: ___________________

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)Title of the Securities Exchange Acteach class

Trading Symbol(s)

Name of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.each exchange on which registered

Common Stock $0.001 par value per share

 

SGC

 

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐    

Accelerated filer  ☒

Yes [X] Non-accelerated filer    ☐

No [_]

Smaller Reporting Company  ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

The number of shares of common stock of the registrant outstanding as of April 23, 2020 was 15,314,710 shares.


TABLE OF CONTENTS

 
  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes [X] 

No [_]

Indicate by check mark whether the registrant is a large accelerated filer,  an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.  

Large accelerated filer  [_]    

Accelerated filer  [X]Page

Non-accelerated filer    [_]PART I. FINANCIAL INFORMATION

(Do not check if a smaller reporting company)

Smaller Reporting Company  [X]

Item 1. Financial Statements

Emerging Growth Company  [  ]2

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

2

Condensed Consolidated Balance Sheets (Unaudited)

3

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)Condensed Consolidated Statements of the Exchange Act.Shareholders’ Equity (Unaudited)

4

Condensed Consolidated Statements of Cash Flows (Unaudited)

5

Indicate by check mark whetherNotes to the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).Condensed Consolidated Financial Statements (Unaudited)

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Yes [_] Item 3. Quantitative and Qualitative Disclosures About Market Risk

No [X]23

AsItem 4. Controls and Procedures

24

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

24

Item 1A. Risk Factors

24

Item 2. Unregistered Sales of April 23, 2019, the registrant had 15,244,692 sharesEquity Securities and Use of common stock outstanding, which is the registrant's only class of common stock.Proceeds

25

Item 3. Defaults Upon Senior Securities

25

Item 4. Mine Safety Disclosures

25

Item 5. Other Information

25

Item 6. Exhibits

26

SIGNATURES

27

 

1

 

 

 PART I - FINANCIAL INFORMATION

 

ITEM 1.   Financial Statements

 

 SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31,

(Unaudited)

(In thousands, except shares and per share data)

 

 

2019

  

2018

  Three Months Ended March 31, 
         

2020

  

2019

 

Net sales

 $86,552  $73,087  $94,245  $86,552 
                

Costs and expenses:

                

Cost of goods sold

  56,284   48,212   60,794   56,284 

Selling and administrative expenses

  25,863   21,182   27,489   25,863 

Other periodic pension costs

  259   96   285   259 

Interest expense

  1,170   277   1,060   1,170 
  83,576   69,767   89,628   83,576 
        

Income before taxes on income

  2,976   3,320   4,617   2,976 

Income tax expense

  600   870   1,250   600 
        

Net income

 $2,376  $2,450  $3,367  $2,376 
                

Weighted average number of shares outstanding during the period

     
(Basic)  14,927,341   14,821,659 
(Diluted)  15,262,654   15,457,629 

Per Share Data:

        

Net income per share:

        

Basic

         $0.22  $0.16 

Net income

 $0.16  $0.17 

Diluted

         $0.22  $0.16 

Net income

 $0.16  $0.16 
                

Other comprehensive income, net of tax:

        

Weighted average shares outstanding during the period:

        
Basic  15,024,851   14,927,341 
Diluted  15,200,898   15,262,654 
        

Other comprehensive income (loss), net of tax:

        

Defined benefit pension plans:

                
        
Recognition of net losses included in net periodic pension costs  247   216  $243  $247 
        

Loss (gain) on cash flow hedging activities

  (5)  140 
        
Recognition of settlement loss included in net periodic pension costs  105   - 
Loss on cash flow hedging activities  (5)  (5)

Foreign currency translation adjustment

  (28)  52   (1,239)  (28)
        

Other comprehensive income

  214   408 
        

Other comprehensive income (loss)

  (896)  214 

Comprehensive income

 $2,590  $2,858  $2,471  $2,590 
                

Cash dividends per common share

 $0.1000  $0.0950  $0.10  $0.10 

 

See accompanying notesNotes to consolidated interim financial statements.the Condensed Consolidated Financial Statements.

 


 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and par value data)

 

  

March 31,

     
  

2019

  

December 31,

 
  

(Unaudited)

  

2018

 
         
ASSETS 
         

CURRENT ASSETS:

        

Cash and cash equivalents

 $6,824  $5,362 

Accounts receivable, less allowance for doubtful accounts of $2,004 and $2,042, respectively

  63,610   64,017 

Accounts receivable - other

  1,431   1,744 

Inventories*

  65,753   67,301 

Contract assets

  47,359   49,236 

Prepaid expenses and other current assets

  11,488   9,552 

TOTAL CURRENT ASSETS

  196,465   197,212 
         

PROPERTY, PLANT AND EQUIPMENT, NET

  29,388   28,769 

OPERATING LEASE RIGHT-OF-USE ASSETS

  4,581   - 

OTHER INTANGIBLE ASSETS, NET

  65,389   66,312 

GOODWILL

  33,955   33,961 

OTHER ASSETS

  9,796   8,832 
  $339,574  $335,086 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

 
         

CURRENT LIABILITIES:

        

Accounts payable

 $24,802  $24,685 

Other current liabilities

  15,703   14,767 

Current portion of long-term debt

  15,286   6,000 

Current portion of acquisition-related contingent liabilities

  941   941 

TOTAL CURRENT LIABILITIES

  56,732   46,393 
         

LONG-TERM DEBT

  101,931   111,522 

LONG-TERM PENSION LIABILITY

  8,643   8,705 

LONG-TERM ACQUISITION-RELATED CONTINGENT LIABILITIES

  5,622   5,422 

OPERATING LEASE LIABILITIES

  2,866   - 

DEFERRED TAX LIABILITY

  7,365   8,475 

OTHER LONG-TERM LIABILITIES

  4,690   3,648 

COMMITMENTS AND CONTINGENCIES (NOTE 5)

        

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 - 15,229,775 and 15,202,387, respectively.

  15   15 

Additional paid-in capital

  56,536   55,859 

Retained earnings

  102,945   103,032 

Accumulated other comprehensive income (loss), net of tax:

        

Pensions

  (7,426)  (7,673)

Cash flow hedges

  108   113 

Foreign currency translation adjustment

  (453)  (425)

TOTAL SHAREHOLDERS' EQUITY

  151,725   150,921 
  $339,574  $335,086 
  

March 31,

  

December 31,

 
  

2020

  

2019

 

ASSETS

    

Current assets:

        

Cash and cash equivalents

 $5,773  $9,038 

Accounts receivable, less allowance for doubtful accounts of $3,270 and $2,964, respectively

  73,551   79,746 

Accounts receivable - other

  658   1,083 

Inventories

  73,844   73,379 

Contract assets

  38,234   38,533 

Prepaid expenses and other current assets

  7,395   9,934 

Total current assets

  199,455   211,713 

Property, plant and equipment, net

  33,971   32,825 

Operating lease right-of-use assets

  5,033   5,445 

Intangible assets, net

  61,582   62,536 

Goodwill

  36,096   36,292 

Other assets

  8,469   10,122 

Total assets

 $344,606  $358,933 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

        

Accounts payable

 $24,660  $33,271 

Other current liabilities

  31,709   18,894 

Current portion of long-term debt

  11,464   15,286 

Current portion of acquisition-related contingent liabilities

  1,953   1,905 

Total current liabilities

  69,786   69,356 

Long-term debt

  89,662   104,003 

Long-term pension liability

  10,092   10,253 

Long-term acquisition-related contingent liabilities

  3,552   3,423 

Long-term operating lease liabilities

  2,133   2,380 

Deferred tax liability

  5,970   7,042 

Other long-term liabilities

  5,021   4,922 

Commitments and contingencies (Note 6)

        

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 15,222,161 and 15,227,604 shares, respectively.

  15   15 

Additional paid-in capital

  57,669   57,442 

Retained earnings

  109,086   107,581 

Accumulated other comprehensive income (loss), net of tax:

        

Pensions

  (6,876)  (7,224)

Cash flow hedges

  86   91 

Foreign currency translation adjustment

  (1,590)  (351)

Total shareholders’ equity

  158,390   157,554 

Total liabilities and shareholders’ equity

 $344,606  $358,933 

* Inventories consist of the following:

  

March 31,

     
  

2019

  

December 31,

 
  

(Unaudited)

  

2018

 

Finished goods

 $56,552  $58,196 

Work in process

  527   650 

Raw materials

  8,674   8,455 
  $65,753  $67,301 

 

See accompanying notesNotes to consolidated interim financial statements.the Condensed Consolidated Financial Statements.

 


 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS'SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, (Unaudited)

(In thousands, except shares and per share data)

 

                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

(Loss) Income,

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, January 1, 2018

  15,081,947  $15  $49,103  $83,129  $(7,279) $124,968 
                         

ASC 606 adjustment to opening retained earnings

           11,245       11,245 

Common shares issued upon exercise of options, net

  33,045       383   (126)      257 

Restricted shares issued

  24,908                   - 

Common shares issued upon exercise of Stock Appreciation Rights (SARs)

  3,428                   - 

Share-based compensation expense

          1,052           1,052 

Tax withheld on exercise of Stock Appreciation Rights (SARs)

          (17)          (17)

Tax benefit from vesting of acquisition related restricted stock

          105           105 

Cash dividends declared ($.095 per share)

              (1,402)      (1,402)

Comprehensive Income (Loss):

                        

Net earnings

              2,450       2,450 

Net change during the period related to:

                        

Cash flow hedges, net of taxes of $45

                  140   140 

Pensions, net of taxes of $68

                  216   216 

Change in currency translation adjustment, net of taxes of $9

                  52   52 

Comprehensive Income:

                      2,858 

Balance, March 31, 2018

  15,143,328   15  $50,626  $95,296  $(6,871) $139,066 
                         

Balance, January 1, 2019

  15,202,387  $15  $55,859  $103,032  $(7,985) $150,921 
                         

Common shares issued upon exercise of options

  44,161       369   (159)      210 

Restricted shares issued

  38,829                   - 

Share-based compensation expense

          481           481 

Tax benefit from vesting of acquisition related restricted stock

          30           30 

Cash dividends declared ($ .10 per share)

              (1,515)      (1,515)

Common stock reacquired and retired

  (55,602)      (203)  (789)      (992)

Comprehensive Income (Loss):

                        

Net earnings

              2,376       2,376 

Net change during the period related to:

                        

Cash flow hedges, net of taxes of $1

                  (5)  (5)

Pensions, net of taxes of $78

                  247   247 

Change in currency translation adjustment, net of taxes of $5

                  (28)  (28)

Comprehensive Income:

                      2,590 

Balance, March 31, 2019

  15,229,775  $15  $56,536  $102,945  $(7,771) $151,725 
                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

(Loss) Income,

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, January 1, 2019

  15,202,387  $15  $55,859  $103,032  $(7,985) $150,921 

Common shares issued upon exercise of options, net

  44,161       369   (159)      210 

Restricted shares issued

  38,829                   - 

Share-based compensation expense

          481           481 

Cash dividends declared ($0.10 per share)

              (1,515)      (1,515)

Tax benefit from vesting of acquisition-related restricted stock

          30           30 

Shares reacquired and retired

  (55,602)      (203)  (789)      (992)

Comprehensive income (loss):

                        

Net earnings

              2,376       2,376 

Cash flow hedges, net of taxes of $1

                  (5)  (5)

Pensions, net of taxes of $78

                  247   247 

Change in currency translation adjustment, net of taxes of $5

                  (28)  (28)

Balance, March 31, 2019

  15,229,775  $15  $56,536  $102,945  $(7,771) $151,725 
                         

Balance, January 1, 2020

  15,227,604  $15  $57,442   107,581  $(7,484) $157,554 
Restricted shares issued, net  38,015                   - 

Share-based compensation expense

          399           399 

Cash dividends declared ($0.10 per share)

              (1,521)      (1,521)
Tax provision from vesting of acquisition-related restricted stock          (13)          (13)

Common stock reacquired and retired

  (43,458)      (159)  (341)      (500)

Comprehensive income (loss):

                        

Net earnings

              3,367       3,367 

Cash flow hedges, net of taxes of $1

                  (5)  (5)

Pensions, net of taxes of $109

                  348   348 

Change in currency translation adjustment, net of taxes of $397

                  (1,239)  (1,239)

Balance, March 31, 2020

  15,222,161  $15  $57,669  $109,086  $(8,380) $158,390 

 

See accompanying notesNotes to consolidated interim financial statements.the Condensed Consolidated Financial Statements.

 


 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31,

(Unaudited)

(In thousands)

 

 

2019

  

2018

  Three Months Ended March 31, 
         

2020

  

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net income

 $2,376  $2,450  $3,367  $2,376 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

        

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  2,060   1,626   1,869   2,060 

Provision for bad debts - accounts receivable

  138   157   865   138 

Share-based compensation expense

  481   1,052   399   481 

Deferred income tax benefit (provision)

  (1,182)  162 
Deferred income tax benefit  (784)  (1,182)

Gain on sale of property, plant and equipment

  (3)  -   -   (3)

Change in fair value of acquisition-related contingent liabilities

  201   209   175   201 
        

Changes in assets and liabilities:

                

Accounts receivable - trade

  309   2,147   4,940   309 

Accounts receivable - other

  312   (259)  425   312 

Contract assets

  1,876   (3,780)  299   1,876 

Inventories

  1,522   3,742   (831)  1,522 

Prepaid expenses and other current assets

  (2,197)  27   2,327   (2,197)

Other assets

  (1,503)  (1,564)  1,410   (1,503)

Accounts payable and other current liabilities

  (12)  (7,132)  4,656   (12)

Long-term pension liability

  262   97   294   262 

Other long-term liabilities

  1,099   450   134   1,099 

Net cash provided by (used in) operating activities

  5,739   (616)

Net cash provided by operating activities

  19,545   5,739 
                

CASH FLOWS FROM INVESTING ACTIVITIES

                

Additions to property, plant and equipment

  (1,723)  (1,055)  (2,073)  (1,723)

Proceeds from disposals of property, plant and equipment

  3   -   -   3 

Net cash used in investing activities

  (1,720)  (1,055)  (2,073)  (1,720)
                

CASH FLOWS FROM FINANCING ACTIVITIES

                

Proceeds from long-term debt

  54,856   31,657 

Repayment of long-term debt

  (55,161)  (24,642)
Proceeds from borrowings of debt  34,488   54,856 
Repayment of debt  (52,672)  (55,161)

Payment of cash dividends

  (1,515)  (1,402)  (1,521)  (1,515)

Payment of acquisition-related contingent liability

  -   (2,000)

Proceeds received on exercise of stock options

  210   257   -   210 

Tax benefit from vesting of acquisition-related restricted stock

  30   105 

Tax withholding on exercise of stock rights

  -   (17)

Common stock reaquired and retired

  (992)  - 

Net cash (used in) provided by financing activities

  (2,572)  3,958 
Tax (provision) benefit from vesting of acquisition-related restricted stock  (13)  30 
Common stock reacquired and retired  (500)  (992)

Net cash used in financing activities

  (20,218)  (2,572)
                

Effect of currency exchange rates on cash

  15   25   (519)  15 
        

Net increase in cash and cash equivalents

  1,462   2,312 
        

Cash and cash equivalents balance, beginning of year

  5,362   8,130 
        

Net increase (decrease) in cash and cash equivalents

  (3,265)  1,462 

Cash and cash equivalents balance, beginning of period

  9,038   5,362 

Cash and cash equivalents balance, end of period

 $6,824  $10,442  $5,773  $6,824 

 

See accompanying notesNotes to consolidated interim financial statements.the Condensed Consolidated Financial Statements.

 


 

Superior Group of Companies, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1 – SummaryBasis of Significant Interim Accounting Policies:Presentation:

 

a) Basis of presentation

 

The condensed consolidated interim financial statements include the accounts of Superior Group of Companies, Inc. and its wholly-owned subsidiaries, The Office Gurus, LLC, SUG Holding, Superior Group Holdings, Inc., 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; and 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”,the “Company,” “Superior,” “we,” “our,” or ���us”.“us.” Effective on 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. Intercompany items have been eliminated in consolidation. These condensed 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, 2018,2019, and filed with the Securities and Exchange Commission. The interim financialManagement believes that the information contained herein is not certified or audited; it reflectsfurnished includes all adjustments (consisting of onlya normal recurring accruals) whichnature that are in the opinionnecessary to fairly present our consolidated financial position, results of management, necessary for a fair statement of the operating resultsoperations and cash flows for the periods presented, stated on a basis consistent with that of the audited financial statements.indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

 

b) CashWe refer to the condensed consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income,” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash equivalentsflows” herein.

 

The Company considersRecent Accounting Pronouncements

We consider the applicability and impact of all highly liquid investments with a maturity of three months or less at the time of purchaseAccounting Standard Updates (“ASUs”). ASUs not listed below were assessed and determined to be cash equivalents.not applicable.

 

c) Revenue recognition

Effective January, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively ASC 606) using the modified retrospective method to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1 2018 are presented under ASC 606 while comparative information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company recorded a net change in beginning retained earnings of $11.2 million as of January 1, 2018 due to the cumulative effect of adopting ASC 606.

Revenue for our Uniforms and Related Products and Promotional Products segments is recognized when the earnings process is complete. For certain contracts with customers in which the Company has an enforceable right to payment for goods with no alternative use we have moved from a point in time model to an over time model in which we recognize revenue upon receipt of finished goods into inventory. Contract termination terms may involve variable consideration clauses such as discounts and rebates, and revenue has been adjusted accordingly for these provisions. Revenue for goods that do have an alternative use and/or that the customer is not obligated to purchase under the terms of a contract is generally recognized 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. The new standard has no cash impact and does not affect the economics of our underlying customer contracts.

Compared to the respective prior year quarter, the impact of adoption of ASC 606 was a $1.8 million reduction in revenues for the three months ended March 31, 2019, and a $3.8 million increase in revenues for the three months ended March 31, 2018. 


The impact of adoption of ASC 606 on our consolidated balance sheet and statement of comprehensive income as of March 31, 2019 is as follows (in thousands):

Balance Sheet

            
  

As Reported

  

Balances

Without

Adoption of

  

Effect of Change

 
  

3/31/2019

  

ASC 606

  

3/31/2019

 

Assets:

            

Contract assets

 $47,359  $-  $47,359 

Inventory

  65,753   93,512   (27,759)
             

Liabilities:

            

Accounts payable

 $24,802  $22,008  $2,794 

Other current liabilites

  15,703   12,811   2,892 

Deferred tax liability

  7,365   5,441   1,924 

In accordance with ASC 606, the Company has recognized contract assets of $47.3 million as of March 31, 2019 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. 

Statement of Comprehensive Income

            
  

As Reported

  

Balances

Without

Adoption of

  

Effect of Change

 
  

3/31/2019

  

ASC 606

  

3/31/2019

 
             

Net sales

 $86,552  $88,346  $(1,794)

Cost of goods sold

  56,284   57,117   (833)

Selling and administrative expenses

  25,863   25,822   41 

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.

Revenue from our Remote Staffing segment is recognized as services are delivered.

d) Amortization of other intangible assets

The Company amortizes identifiable intangible assets on a straight line basis over their expected useful lives. Amortization expense for other intangible assets was $1.0 million and $0.8 million for the three-month periods ended March 31, 2019 and 2018, respectively.

e) Cost of goods sold and 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 out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs such as labor and overhead are included in selling andadministrative expensesand totaled $3.4 million and $2.7 million for the three-month periods ended March 31, 2019 and 2018, respectively.


f) Inventories

Inventories are stated at the lower of cost (first-in, first-out method or average cost) or net realizable value. Judgments and estimates are used in determining the likelihood that goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

g) Accounting for income taxes

The provision for income taxes is calculated by using the effective tax rate anticipated for the full year.

h) 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.

i) 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-settled appreciation rights, restricted stock, and performance shares.

j) 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. On May 2, 2018, in conjunction with the Amended and Restated Credit Agreement, the original swap was modified (“amended swap”) to achieve a net fixed rate of 3.05% per annum effective May 1, 2018 and the remaining notional amount was $17.5 million. As a result of the change, the Company has discontinued hedge accounting for the original swap and has elected not to designate the amended swap. Changes to the fair value of the amended swap are recorded as interest expense. 

k) 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.


l) Comprehensive income

Other comprehensive income (loss) is defined as the change in equity during a period, from transactions and other events, excluding changes resulting from investments by owners (e.g., supplemental stock offering) and distributions to owners (e.g., dividends). Components of comprehensive income include changes in foreign currency translation adjustments (net of tax), pension plan adjustments (net of tax), and changes in the fair value of cash flow hedges (net of tax).

m) Operating segments

The Financial Accounting Standards Board (“FASB”) establishes standards for the way that public companies report information about operating segments in annual financial statements and establishes standards for related disclosures about product and services, geographic areas and major customers. The Company has reviewed the standard and determined that it has three reportable segments, Uniforms and Related Products, Remote Staffing Solutions and Promotional Products.

n) Share-based compensation

The Company awards share-based compensation as an incentive for employees to contribute to the Company’s long-term success. The Company grants options, stock-settled stock appreciation rights, restricted stock, and performance shares. At March 31, 2019, the Company had 3,308,588 shares of common stock available for grant of awards of share-based compensation under its 2013 Incentive Stock and Awards Plan.

The Company recognizes share-based compensation expense, either at the date of grant or over a subsequent vesting period, 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.

o) Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Targeted Improvements (collectively “Topic 842”). Topic 842 establishes a new lease model, referred to as the right-of-use (ROU) model that brings substantially all leases on the balance sheet. This standard requires lessees to recognize leased assets (ROU Assets) and lease liabilities on the balance sheet and disclose key information about the leasing arrangements in their financial statements. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted Topic 842 effective January 1, 2019 using the modified retrospective transition approach that allows a reporting entity to use the effective date as its date of initial application and not restate the comparative periods in the period of adoption when transitioning to the new standard. Consequently, the requisite financial information and disclosures under the new standard are excluded for dates and periods prior to January 1, 2019. In addition, the Company elected to use a number of optional simplification and practical expedients (reliefs) permitted under the transition guidance within the new standard, including allowing the Company to combine fixed lease and non-lease components, apply the short-term lease exception to all leases of one year or less, and utilize the ‘package of practical expedients’, which permits the Company to not reassess prior accounting conclusions with respect to lease identification, lease classification and initial direct costs under Topic 842. The Company did not elect the use-of hindsight or the practical expedient pertaining to land easement; the latter not being applicable to the Company. Adoption of this new standard resulted in the recognition of $4.1 million of operating lease obligation liabilities ($1 million in other current liabilities and $3.1 million in operating lease liability) which represents the present value of the remaining lease payments of $4.6 million, discounted using the Company’s lease discount rate of 5.74% and $4.9 million of operating lease right-of-use assets, which represents the lease liability of $4.1 million adjusted for prepaid rent to $0.8 million that was previously presented within current prepaid expense and other current assets and other assets on the accompanying condensed consolidated balance sheet prior to adoption. Refer to Note 10 for the impact to the financial statements as of March 31, 2019.


 

In January 2017, the FASB issued ASU 2017-04, “Simplifying“Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The Company’s adoption of this standard ison January 1, 2020 did not expected to have a material impact on the consolidated condensedits financial statements.

 

In FebruaryAugust 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)2018-15, “Internal-Use Software (Subtopic 350-40): ReclassificationCustomer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update also requires an entity to expense the capitalized implementation costs of Certain Tax Effects from Accumulated Other Comprehensive Income." ASU 2018-02 allows entities to elect to reclassifya hosting arrangement over the income tax effects resulting fromterm of the Tax Cuts and Jobs Act (Tax Act) on items within accumulated other comprehensive income to retained earnings and requires additional related disclosures.hosting arrangement. This standardupdate is effective for fiscal years beginning after December 15, 20182019 and interim periods within those fiscal years, however, early adoption is permitted.may be applied prospectively or retrospectively. On January 1, 2020, the Company adopted this standard on a prospective basis. The Company’s adoption of this standard on January 1, 2019 did not have a material impact on its consolidated financial statements.

No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the consolidated financial statements of Superior Group of Companies, Inc. and Subsidiaries.

NOTE 2 - Long-Term Debt:

        
  

March 31,

  

December 31,

 

(In thousands)

 

2019

  

2018

 
         

Note payable to BB&T, pursuant to revolving credit agreement, maturing May 2023

 $24,126  $1,193 

Term loan payable to BB&T maturing January 22, 2026

  63,452   - 

Term loan payable to BB&T maturing February 26, 2024

  30,000   31,500 

Term loan payable to BB&T maturing May 2020

  -   85,000 
  $117,578  $117,693 

Less:

        

Payments due within one year included in current liabilities

  15,286   6,000 
         

Debt issuance costs

  361   171 

Long-term debt less current maturities

 $101,931  $111,522 

Effective February 28, 2017, the Company entered into a 7-year credit agreement with BB&T (the “Credit Agreement”) that provided a revolving credit facility of $35 million which was to terminate on February 25, 2022, and provided a term loan of $42 million, which matures on February 26, 2024. Both loans were based upon the one-month LIBOR rate for U.S. dollar based borrowings. Interest was payable for each loan at LIBOR (rounded up to the next 1/100th of 1%) plus 0.75%. The Company pays a commitment fee of 0.10% per annum on the average unused portion of the commitment under the credit facility.

Effective May 2, 2018, and concurrently with the closing of the CID Resources acquisition, the Company entered into an Amended and Restated Credit Agreement, dated as of May 2, 2018 (the “Amended and Restated Credit Agreement”), with BB&T pursuant to which the Company’s existing revolving credit facility was increased from $35 million to $75 million and which provided an additional term loan in the principal amount of $85 million. No principal payments were due on the $85 million term loan prior to its maturity. The term of the revolving credit facility was extended until May 2023 and the $85 million term loan was to mature in May 2020. The Company’s existing term loan with the original principal amount of $42 million remains outstanding with a maturity date of February 2024 and with the same amortization schedule. The scheduled amortization for the $42 million term loan is as follows: 2019 through 2023 - $6.0 million per year; and 2024 - $1.5 million.

 


 

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326). The update changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. In August 2019, the FASB proposed an amendment to ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326)” that would delay the effective date for Smaller Reporting Companies until fiscal years beginning after December 15, 2022. Adoption will require a modified retrospective approach beginning with the earliest period presented. The Company is currently evaluating the potential impact this standard will have on its financial statements.

In December 2019, the FASB Issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating this guidance to determine what impact it may have on its financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This guidance includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This guidance may be applied through December 31, 2022. The Company will apply this guidance to transactions and modifications to contracts and hedging relationships that reference LIBOR.

NOTE 2 – Inventories:

Inventories consisted of the following amounts (in thousands):

  

March 31,

  

December 31,

 
  

2020

  

2019

 

Finished goods

 $65,530  $65,413 

Work in process

  558   652 

Raw materials

  7,756   7,314 

Inventories

 $73,844  $73,379 

NOTE 3 – Long-Term Debt:

Debt consisted of the following (in thousands):

  

March 31,

  

December 31,

 
  2020  2019 
Credit Facilities:        
Revolving credit facility due May 2023 $23,476  $37,838 
Term loan due February 2024 (“2017 Term Loan”)  24,000   25,500 
Term loan due January 2026 (“2018 Term Loan”)  54,167   56,488 
   101,643   119,826 

Less:

        
Payments due within one year included in current liabilities  11,464   15,286 
Debt issuance costs  517   537 

Long-term debt less current maturities

 $89,662  $104,003 

7

The Company is party to an amended and restated credit agreement (the “Credit Agreement”) with Truist Bank (formerly known as Branch Banking and Trust Company), consisting of a $75 million revolving credit facility expiring in May 2023, a term loan maturing in February 2024 (“2017 Term Loan”) and a term loan maturing in January 2026 (“2018 Term Loan”). 

Obligations outstanding under the 2018 Term Loan have a variable interest rate of LIBOR plus a margin of between 0.85% and 1.65% (based on the Company’s funded debt to EBITDA ratio) (1.77% at March 31, 2020). Obligations outstanding under the revolving credit facility and the $42 million term loan2017 Term Loan generally have a variable interest rate of one-month LIBOR plus a margin of between 0.68% (3.17%and 1.50% (based on the Company’s funded debt to EBITDA ratio) (1.60% at March 31, 2019)2020). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of March 31, 2019,2020, there were no outstanding letters of credit.

On March 30, 2020, the Company entered into debt deferment agreements with Truist Bank to: (i) defer contractual principal and interest payments due between April 1, 2020 and June 1, 2020 under the 2017 Term Loan and 2018 Term Loan until their respective maturity dates; and (ii) defer contractual interest payments due between April 1, 2020 and June 1, 2020 under the revolving credit facility until its maturity date. Contractual principal payments for the 2017 Term Loan are as follows: remainder of 2020 - $3.0 million; 2021 through 2023 - $6.0 million per year; and 2024 - $3.0 million. Contractual principal payments for the 2018 Term Loan are as follows: remainder of 2020 - $4.6 million; 2021 through 2025 - $9.3 million per year; and 2026 - $3.1 million. The term loans do not contain pre-payment penalties.

 

On January 22, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement pursuant to which the existing $85 million term loan was restructured. The Company used $20 million borrowed under its existing revolving credit facilityis a party to reduce the principal amount to $65 million. The maturity date on the loan was extended to January 22, 2026 and the interest rate was lowered to a variable interest rate of LIBOR plus 0.85% (3.34% at March 31, 2019). The scheduled amortization for the $65 million term loan is as follows: 2019 - $8.5 million, 2020 through 2025 - $9.3 million per year; and 2026 - $0.8 million. The revolving credit facility, $42 million term loan and $65 million term loan are collectively referred to as the “Credit Facilities”.

The Amended and Restated Credit Agreement, as amended, contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Amended and Restated Credit Agreement, as amended, also requires the Company to maintain a fixed charge coverage ratio of at least 1.25:1 and a funded debt to EBITDA ratio not to exceed 4.0:1. As of March 31, 2019, the Company was in compliance with these ratios. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Amended and Restated Credit Agreement, as amended.

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 (“original swap”) with BB&T 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 of 3.12% per annum, beginning March 1, 2018 with a total notional amountvalue of $18.0 million.$12.0 million as of March 31, 2020 pursuant to which it makes fixed payments and receives floating payments. The notional amount ofCompany entered into the interest rate swap to offset changes in expected cash flows due to fluctuations in the associated variable interest rates. The Company’s interest rate swap expires in February 2024. The interest rate swap is reduced by $0.3 million per month beginning April 1, 2018 through February 26, 2024. Under the terms ofnot designated as a hedge transaction. Changes in fair value and gains and losses on settlement on the interest rate swap are recognized in interest expense in our statements of comprehensive income. During the Company will receive variable interest rate paymentsthree months ended March 31, 2020 and make fixed interest rate payments2019, a loss of $0.3 million and $0.1 million, respectively, was recognized on an amount equal to the notional amount at that time. Changes in the fair value of the interest rate swap designated as the hedging instrument that effectively offset the variability of cash flows associated with the variable rate, long-term debt obligation were recorded in OCI, net of related income tax effects. On May 2, 2018, in conjunction with the Amended and Restated Credit Agreement, the original swap was modified (“amended swap”) to achieve a net fixed rate of 3.05% per annum effective May 1, 2018 and the remaining notional amount was $17.5 million. There were no other changes to the original swap. As a result of the change, the Company has discontinued hedge accounting for the original swap and has elected not to designate the amended swap. As of May 2, 2018, the fair value of the original swap was $0.1 million and is being amortized as interest expense over the remaining life of the amended swap. Changes to the fair value of the amended swap are recorded as interest expense. As of March 31 2019, the negative fair value of the amended swap was $0.1 million and was included in other current liabilities. 


 

 

NOTE 34 – Periodic Pension Expense:

 

The following table details the net periodic pension expense under the Company's  plans for the three-month periods ended March 31:

The following table details the net periodic pension expense under the Company’s plans for the periods presented (in thousands):

(In thousands)

 

   
 

Three Months Ended March 31,

 
 

2019

  

2018

  

2020

  

2019

 

Service cost - benefits earned during the period

 $29  $27  $38  $29 

Interest cost on projected benefit obligation

  271   242   216   271 

Expected return on plan assets

  (337)  (429)  (389)  (337)

Recognized actuarial loss

  325   283   320   325 

Net periodic pension cost

 $288  $123 

Settlement loss

  138   - 

Net periodic pension cost after settlements

 $323  $288 

 

The pension settlement losses included in the table above resulted from lump sum pension payments made to various employees upon their retirement or termination during the periods specified. The pension settlement losses did not require a cash outlay by the Company and did not increase the Company’s total pension expense over time, as the charge was an acceleration of costs that otherwise would be recognized as pension expense in future periods. The service cost component is included in selling and administrative expenses in our statements of comprehensive income and the other components of net periodic pension cost are included in other periodic pension costs in our consolidated statements of comprehensive income.

 

Effective on June 30, 2013, the Company no longer accrues additional benefits for future service or for future increases in compensation levels for the Company’s primary defined benefit pension plan.

 

Effective on December 31, 2014, the Company no longer accrues additional benefits for future service for the Company’s hourly defined benefit plan.

 

8

There were $0.1 million

NOTE 5 – Net Sales:

For our Uniforms and Related Products and Promotional Products segments, revenue is primarily generated from the sale of finished products to customers. Revenue for our Uniforms and Related Products and Promotional Products segments is recognized when the performance obligations under the contract terms are satisfied. For certain contracts with customers in contributions madewhich the Company has an enforceable right to payment for goods with no alternative use, revenue is recognized over time upon receipt of finished goods into inventory. Revenue for goods that do have an alternative use or that the customer is not obligated to purchase under the terms of a contract is generally recognized when the goods are transferred to the Company’s defined benefit planscustomer. The Company includes shipping and handling fees billable to customers in net sales. Shipping and handling activities that occur after the transfer of promised goods are accrued as control is transferred to the customer rather than being treated as a separate performance obligation.

For our Remote Staffing segment, revenue is generated from providing our customers with staffing solution services. Revenue for our Remote Staffing segment is recognized as services are delivered. 

Revenue is measured at the amount of consideration we expect to receive in exchange for the goods or services. Variable consideration for estimated returns and allowances is recorded based upon historical experience and current allowance programs. Contract termination terms may involve variable consideration clauses such as sales discounts and customer rebates, and revenue is adjusted accordingly for these provisions. The promised amount of consideration in a contract is not adjusted for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that product or service will be one year or less. Sales taxes are excluded from the measurement of a performance obligation’s transaction price. Sales commissions are expensed as incurred when we expect that the amortization period of such costs will be one year or less.

Refer to Note 10 for the disaggregation of revenues by operating segment.

Contract Assets

The following table provides information about accounts receivables - trade, contract assets and contract liabilities from contracts with customers (in thousands):

  

March 31,

  

December 31,

 
  

2020

  

2019

 

Accounts receivable - trade

 $73,551  $79,746 

Current contract assets

  38,234   38,533 
Current contract liabilities  17,646   1,821 

Contract assets relate to 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. A portion of the amounts included in contract assets on December 31, 2019 were transferred to accounts receivable during the three-month periodsthree months ended March 31, 20192020. Contract liabilities relate to payments received in advance of the Company completing its performance under a contract. Contract liabilities are included in other current liabilities in our balances sheets. The increase in contract liabilities during the three months ended March 31, 2020 was primarily attributable to new customer contracts for the sourcing of personal protective equipment within the Promotional Products and 2018, respectively.Uniform and Related Products segments. During the three months ended March 31, 2020, $0.9 million of revenue was recognized from the contract liabilities balance as of December 31, 2019.

 

9

 

 

NOTE 4 - Supplemental Cash Flow Information:

Cash paid for income taxes was $0.2 million and $0.4 million, respectively, for the three-month periods ended March 31, 2019 and 2018. Cash paid for interest was $1.0 million and $0.2 million, respectively for the three-month periods ended March 31, 2019 and 2018.

During the three months ended March 31, 2019 and 2018, respectively, the Company received 11,183 and 5,863 shares of its common stock as payment of the exercise price in the exercise of stock options for 27,172 and 20,234 shares.

As a result of the adoption of ASC 606 the following amounts were recorded on January 1, 2018: $43.3 million in contract assets, a reduction in inventory of $24.9 million, an increase in accounts payable of $2.6 million, an increase in other current liabilities of $1.1 million, and an increase in deferred tax liabilities of $3.5 million.

As a result of the adoption of ASC 842 the following amounts were recorded on January 1, 2019: a $4.9 million operating lease right-of-use asset; a decrease in prepaid expenses and other current assets of $0.1 million; a reduction in other assets of $0.7 million; an increase in other current liabilities of $1.0 million; and an operating lease liability of $3.1 million.

NOTE 56 – Contingencies:

The purchase price to acquire substantially all of the assets of BAMKO, Inc. (“BAMKO”) in 2016 included contingent consideration through 2021. The estimated fair value for BAMKO acquisition-related contingent consideration payable was $2.8 million as of March 31, 2020, of which $1.1 million is expected to be paid in the second quarter of 2020. The purchase price to acquire substantially all of the assets of Tangerine Promotions, Ltd. and Tangerine Promotions West, Inc. (collectively “Tangerine”) in 2017 included contingent consideration through 2021. The estimated fair value for Tangerine acquisition-related contingent consideration payable was $2.7 million as of March 31, 2020, of which $0.9 million is expected to be paid in the second quarter of 2020. The Company will continue to evaluate these liabilities for remeasurement at the end of each reporting period and any changes will be recorded in the Company’s statements of comprehensive income. The carrying amount of the liabilities may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liabilities.

 

The Company is involved in various legal actions and claims arising from the normal course of business. In the opinion of management, the ultimate outcome of these matters willis not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.

 


 

NOTE 67 – Share-Based Compensation:

In 2003, the stockholders of the Company approved the 2003 Incentive Stock and Awards Plan (the “2003 Plan”), authorizing the granting of incentive stock options, non-qualified stock options, stock appreciation rights (“SARS”), restricted stock, performance shares and other stock based compensation. This plan expired in May of 2013, at which time, the stockholders of the Company approved the 2013 Incentive Stock and Awards Plan (the “2013 Plan”), authorizing the granting of incentive stock options, non-qualified stock options, SARS, restricted stock, performance shares and other stock based compensation. A total of 5,000,000 shares of common stock (subject to adjustment for expirations and cancellations of options outstanding from the 2003 Plan subsequent to its termination) have been reserved for issuance under the 2013 Plan. All options and SARS under both plans have been or will be granted with exercise prices at least equal to the fair market value of the shares on the date of grant. At March 31, 2019, the Company had 3,308,588 shares of common stock available for grant of share-based compensation under the 2013 Plan.

 

Share-based compensation is recorded in selling and administrative expense in the consolidated statements of comprehensive income. The following table details the share-based compensation expense by type of award and the total related tax benefit for the periods presented:presented (in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended March 31,

 
 

(In thousands)

  

2020

  

2019

 
 

2019

  

2018

 

Stock options and SARS

 $73  $823 

Stock options and SARs

 $164  $73 

Restricted stock

  188   124   161   188 

Performance shares

  220   105   74   220 

Total share-based compensation expense

 $481  $1,052  $399  $481 
                

Related income tax benefit

 $58  $111  $54  $58 

 

Stock options and SARSSARs

 

The Company grants stock options and stock settled SARSstock-settled SARs to employees that allow them to purchase shares of the Company’s common stock. OptionsStock options are also granted to outside members of the Board of Directors of the Company. The Company determines the fair value of stock options and SARSSARs at the date of grant using the Black-Scholes valuation model.

 

10

All stock options and SARSSARs granted prior to August 3, 2018 vested immediately when granted. Awards issued thereafter vest immediately attwo years after the date of grant or after a two-year period. Awards generallydate. Employee awards expire five years after the grant date, of grant with the exception of options grantedand those issued to outside directors which expire ten years after the date of grant.grant date. The Company issues new shares upon the exercise of stock options and SARS.SARs.

 

A summary of stock option transactions during the three months ended March 31, 20192020 follows:

 

  

No. of

  

Weighted Average

 
  

Shares

  

Exercise Price

 

Outstanding December 31, 2018

  676,846  $15.70 

Granted

  128,259   17.77 

Exercised

  (55,344)  7.41 

Lapsed

  -   - 

Cancelled

  (17,016)  19.62 

Outstanding March 31, 2019

  732,745  $16.60 
          

Weighted Average

     
  

No. of

  

Weighted Average

  

Remaining Life

  

Aggregate

 
  

Shares

  

Exercise Price

  

(in years)

  

Intrinsic Value

 

Outstanding, January 1, 2020

  701,131  $16.82   2.95  $714 

Granted(1)

  163,545   10.97         
Exercised  -   -         
Lapsed or cancelled  (97,172)  18.00         
Outstanding, March 31, 2020  767,504   15.42   3.37   217 
Exercisable, March 31, 2020  421,123   16.12   2.45   217 

 

(1)

The weighted average grant date fair value of stock options granted was $2.14 per share.

At

As of March 31, 2019, 568,498 options outstanding, all of which were fully vested and exercisable and 164,247 nonvested options, had an aggregate intrinsic value of $1.4 million. The weighted-average remaining contractual term was 40 months.

Options exercised during the three-month periods ended March 31, 2019 and 2018 had intrinsic values of $0.6 million and $0.6 million, respectively.


The weighted average fair values of the Company’s 128,259 and 87,385 options granted during the three-month periods ended March 31, 2019 and 2018 was $3.97 and $6.06, respectively. As of March 31, 2019,2020, the Company had $0.6 million in unrecognized compensation related to nonvested grantsstock options to be recognized over the remaining weighted average vesting period of 1.61.4 years.

 

DuringA summary of stock-settled SARs transactions during the three-month periodsthree months ended March 31, 2019 and 2018, respectively, the Company received $0.2 million and $0.3 million in cash from stock option exercises. Additionally, during the three-month period ended March 31, 2019 and 2018, respectively, the Company received 11,183 and 5,863 shares of its common stock as payment of the exercise price in the exercise of stock options for 27,172 and 20,234 shares. The tax benefit recognized for exercises during the three-month period ended March 31, 2018 was $0.1 million. There were no tax benefits recognized for exercises during the three-month period ended March 31, 2019.

The following table summarizes information about stock options outstanding as of March 31, 2019:2020 follows:

 

        

Weighted Average

     

Range of

     

Remaining

  

Weighted Average

 

Exercise Price

 

Shares

  

Contractual Life (Years)

  

Exercise Price

 

$  3.82

-$  5.88  89,000  2.36  $5.33 

$  7.96

-$10.38  42,000  3.50  $8.76 

$16.35

-$18.86  464,474  3.24  $17.57 

$21.63

-$24.28  137,271  4.10  $23.03 
              

$  3.82

-$24.28  732,745  3.31  $16.60 
          

Weighted Average

     
  

No. of

  

Weighted Average

  

Remaining Life

  

Aggregate

 
  

Shares

  

Exercise Price

  

(in years)

  

Intrinsic Value

 

Outstanding, January 1, 2020

  206,700  $18.67   2.04  $- 
Granted(1)  153,822   10.97         

Exercised

  -   -         
Lapsed or cancelled  (68,501)  15.97         
Outstanding, March 31, 2020  292,021   15.25   3.41   - 
Exercisable, March 31, 2020  126,068   18.95   1.83   - 

 

A summary(1)

The weighted average grant date fair value of stock-settled SARS transactions during the three months ended March 31, 2019 follows:SARs granted was $2.14 per share.

 

  

No. of

  

Weighted Average

 
  

Shares

  

Exercise Price

 

Outstanding December 31, 2018

  182,894  $18.99 

Granted

  42,841   17.77 

Exercised

  -   - 

Lapsed

  -   - 

Cancelled

  (3,134)  21.97 

Outstanding March 31, 2019

  222,601  $18.71 

At As of March 31, 2019, 180,633 SARS outstanding, all of which were fully vested and exercisable and 41,968 nonvested options, had an aggregate intrinsic value of $0.1 million. The weighted-average remaining contractual term was 34 months.

The weighted average fair values of the Company’s 42,841 and 48,515 SARS granted during each of the three-month periods ended March 31, 2019 and 2018 was $3.97 and $6.06, respectively. As of March 31, 2019,2020, the Company had $0.2$0.3 million in unrecognized compensation related to nonvested grantsSARs to be recognized over the remaining weighted average vesting period of 1.81.7 years.

 

There were 12,125 SARS exercised during the three-month period ended March 31, 2018. SARS exercised during the three-month period ended March 31, 2018 had an intrinsic value of $0.1 million. The tax benefit recognized for this exercise during the three-month period ended March 31, 2018 was $0.1 million. There were no SARS exercised during the three-month period ended March 31, 2019.


11

The following table summarizes information about SARS outstanding as of March 31, 2019:

        

Weighted Average

     

Range of

     

Remaining

  

Weighted Average

 

Exercise Price

 

Shares

  

Contractual Life (Years)

  

Exercise Price

 

$16.35

-$18.66  176,347   2.54  $17.43 

$23.59

-$23.59  46,254   3.83  $23.59 
               

$16.35

-$23.59  222,601   2.81  $18.71 

Options and SARS have never been repriced by the Company in any year.

The following table summarizes significant assumptions utilized to determine the fair value of options and SARS.

Three months ended

        

March 31,

 

SARS

  

Options

 
         

Exercise price

        

2019

 $17.77  $17.77 

2018

 $23.59  $23.59 
         

Market price

        

2019

 $17.77  $17.77 

2018

 $23.59  $23.59 
         

Risk free interest rate1

        

2019

  2.4%   2.4% 

2018

  2.6%   2.6% 
         

Expected award life (years)2

        

2019

  3   3 

2018

  3   3 
         

Expected volatility3

        

2019

  34.8%   34.8% 

2018

  38.1%   38.1% 
         

Expected dividend yield4

        

2019

  2.3%   2.3% 

2018

  1.6%   1.6% 

1The risk-free interest rate is based on the yield of a U.S. treasury bond with a similar maturity as the expected life of the awards.

2The expected life in years for awards granted was based on the historical exercise patterns experienced by the Company when the award is made.

3The determination of expected stock price volatility for awards granted in each of the periods ending March 31, 2019 and 2018 were based on historical Superior common stock prices over a period commensurate with the expected life.

4The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts.



 

Restricted Stock

 

The Company has granted restricted stock to directors and certain employees under the terms of the 2013 Plan which vest at a specified future date, generally after three years, or when certain conditions are met. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan.Incentive Stock and Awards Plan (the “2013 Plan”). Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period.

A summary of restricted stock transactions during the three months ended March 31, 2020 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2020

  151,166  $18.44 
Granted  49,543   10.97 

Vested

  (34,619)  16.97 

Forfeited

  (17,420)  14.24 
Outstanding, March 31, 2020  148,670   16.79 

As of March 31, 2019,2020, the Company had $1.5 million of unrecognized compensation cost related to nonvested restricted stock grants expected to be recognized over the remaining weighted average servicevesting period of 1.832.1 years.

A summary of restricted stock transactions during the three months ended March 31, 2019 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding December 31, 2018

  92,032  $19.46 

Granted

  38,829   17.77 

Vested

  -   - 

Forfeited

  -   - 

Outstanding March 31, 2019

  130,861  $18.96 

Performance Shares

 

In the quarter ended March 31, 2019, the Compensation Committee of the Board of Directors approved grants of performance shares under the terms of the 2013 Plan. Under the terms of the grants, certainCertain employees received service-based or service-based and performance-based shares, to which we collectively refer to as performance shares. The service-based awards vest after the service period is met, which is generally three to five years. Expense for these grants is based on the fair value on the date of the grant and is being recognized on a straight-line basis over the respective service period. The performance-based shares generally vest after five years if the performance and service targets are met. The Company evaluates the performance conditions associated with these grants each reporting period to determine the expected number of shares to be issued. Based upon this evaluation, expected expensesExpenses for these grants are based on the fair value on the date of the grantperformance shares are being recognized on a straight-line basis over the respective service period.period based on the grant date fair value and expected number of shares to be issued. The sharesawards are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan.

A summary of performance share transactions during the three months ended March 31, 2020 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2020

  194,012  $19.77 
Granted  -   - 

Vested

  (5,892)  16.97 
Forfeited  (8,952)  20.42 
Outstanding, March 31, 2020  179,168   19.83 

As of March 31, 2019,2020, the Company had $2.7$1.2 million of unrecognized compensation cost related to nonvested performance share grants expected to be recognized over the remaining weighted average service period of 2.61.4 years.

 

A summary of performance share transactions during the three months ended March 31, 2019 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding December 31, 2018

  194,378  $20.08 

Granted

  14,068   17.77 

Vested

  -   - 

Forfeited

  (1,000)  17.75 

Outstanding March 31, 2019

  207,446  $19.93 
12


 

 

NOTE 78 – Income Taxes:

 

The Company calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax expense or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

 


In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the attainment of beginning-of-the-year deferred taxes in future years is recognized in the interim period in which the change occurs.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

 

For the three months ended March 31, 2019,2020, the Company recorded a provision for income taxes of $0.6$1.3 million, which represents an effective tax ratesrate of 20.2%27.1%. For the three months ended March 31, 2018,2019, the Company recorded a provision for income taxes of $0.9$0.6 million, which represents an effective tax ratesrate of 26.2%20.2%. The decreaseincrease in the effective tax rates israte was primarily due todriven by rate increases of 3.7% for foreign taxes, 0.9% for state income taxes and 1.6% for non-deductible losses recognized on assets associated with the expected annual increase in excludable foreign income, and an expected annual reduction in non-deductible compensation.Company’s Non-Qualified Deferred Compensation Plan.

The difference between the total statutory Federal income tax rate and the actual effective income tax rate is accounted for as follows:

  

Three Months Ended March 31,

 
  

2019

  

2018

 

Statutory Federal income tax rate

  21.0%  21.0%

State and local income taxes, net of Federal income tax benefit

  3.0%  3.6%

Current year untaxed foreign income

  (7.6%)  (6.5%)

Foreign taxes

  2.3%  4.6%

GILTI tax

  1.8%  3.0%

Compensation related

  0.6%  1.1%

Federal tax credits

  (0.5%)  (0.6%)

Other

  (0.4%)  0.0%

Effective income tax rate

  20.2%  26.2%


 

 

NOTE 89 – Earnings Net Income Per Share:

 

HistoricalThe Company’s basic net income per share data is computed based on the weighted average number of shares outstanding. Historical dilutedof common stock outstanding for the period. Diluted net income per share data is reconciled by adding to weighted average shares outstandingincludes the dilutive impacteffect of the exercise ofCompany’s outstanding stock options, stock appreciation rights, unvested shares of restricted stock and unvested performance shares.shares, if the inclusion of these items is dilutive.

The following table presents a reconciliation of basic and diluted net income per share for the three months ended March 31, 2020 and 2019:

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 

Net earnings used in the computation of basic and diluted earnings per share (in thousands)

 $2,376  $2,450 
         

Weighted average shares outstanding - basic

  14,927,341   14,821,659 

Common stock equivalents

  335,313   635,970 

Weighted average shares outstanding - diluted

  15,262,654   15,457,629 

Per Share Data:

        

Basic

        

Net earnings

 $0.16  $0.17 

Diluted

        

Net earnings

 $0.16  $0.16 
  

Three Months Ended March 31,

 
  

2020

  

2019

 

Net income used in the computation of basic and diluted net income per share (in thousands)

 $3,367  $2,376 
         

Weighted average shares outstanding - basic

  15,024,851   14,927,341 

Dilutive common stock equivalents

  176,047   335,313 

Weighted average shares outstanding - diluted

  15,200,898   15,262,654 

Net income per share:

        

Basic

 $0.22  $0.16 

Diluted

 $0.22  $0.16 

 

Awards to purchase approximately 449,191 and 341,995 shares of common stock with a weighted average exercise priceprices of $19.07 and $20.99 per share were outstanding during the three-month period endingthree months ended March 31, 2020 and 2019, respectively, but were not included in the computation of diluted EPSnet income per share because the awards’ exercise prices were greater than the average market price of the common shares.

 

There were no awards to purchase shares of common stock outstanding during the three-month period ending March 31, 2018 excluded from the computation of diluted EPS because the award’s exercise prices were greater than the average market price of the common shares.


 

 

NOTE 910 Operating Segment Information:

 

The Company classifies its businesses into three operating segments based on the types of products and services provided. The Uniforms and Related Products segment consists of the salesales to customers of uniforms and related items. The Remote Staffing Solutions segment consists of sales of staffing solutions. The Promotional Products segment consists of sales to customers of promotional products and other branded merchandise.

 


The Company evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment net sales and income before taxes on income. The accounting policies of the operating segments are the same as those described in Note 1 entitled Summary of Significant Interim Accounting Policies. Amounts for corporate expenses are included in the totals for the Uniforms and Related Products segment. InformationTo better reflect the way in which management now reviews the Company’s operating results, in the third quarter of 2019, the Company changed the composition of total assets for each reportable segment to exclude intercompany balances. This change has been made to all periods presented within this Quarterly Report on Form 10-Q. 

The following tables set forth financial information related to the operations of the Company'sCompany’s operating segments is set forth below.(in thousands):

 

(In thousands)

                    
 

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

  Uniforms and Related Products  Remote Staffing Solutions  Promotional Products  Intersegment Eliminations  Total 

As of and For the

Three Months Ended

                    

March 31, 2019

                    
As of and For the Three Months Ended March 31, 2020:               

Net sales

 $58,679  $8,599  $20,359  $(1,085) $86,552  $60,102  $9,200  $26,178  $(1,235) $94,245 
                    
Cost of goods sold  38,672   3,988   18,599   (465)  60,794 

Gross margin

 $20,318  $5,039  $5,626  $(715) $30,268   21,430   5,212   7,579   (770)  33,451 
                    

Selling and administrative expenses

  18,177   3,119   5,282   (715)  25,863   18,225   3,396   6,638   (770)  27,489 
                    

Other periodic pension cost

  259   -   -   -   259   285   -   -   -   285 
                    

Interest expense

  878   -   292   -   1,170   872   -   188   -   1,060 
                    

Income before taxes on income

 $1,004  $1,920  $52  $-  $2,976  $2,048  $1,816  $753  $-  $4,617 
                                        

Depreciation and amortization

 $1,488  $256  $316  $-  $2,060  $1,310  $217  $342  $-  $1,869 
                    

Capital expenditures

 $1,158  $409  $156  $-  $1,723  $1,852  $166  $55  $-  $2,073 
                    

Total assets

 $268,227  $31,794  $62,698  $(23,145) $339,574  $249,629  $22,436  $72,541  $-  $344,606 

 

 

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

  Uniforms and Related Products  Remote Staffing Solutions  Promotional Products  Intersegment Eliminations  Total 

As of and For the

Three Months Ended

                    

March 31, 2018

                    
As of and For the Three Months Ended March 31, 2019:               

Net sales

 $48,125  $7,299  $18,676  $(1,013) $73,087  $58,679  $8,599  $20,359  $(1,085) $86,552 
                    

Cost of goods sold

  38,361   3,560   14,733   (370)  56,284 

Gross margin

 $16,536  $4,161  $4,849  $(671) $24,875   20,318   5,039   5,626   (715)  30,268 
                    

Selling and administrative expenses

  14,140   2,512   5,201   (671)  21,182   18,177   3,119   5,282   (715)  25,863 
                    

Other periodic pension cost

  96   -   -   -   96   259   -   -   -   259 
                    

Interest expense

  60   -   217   -   277   878   -   292   -   1,170 
                    

Income (loss) before taxes on income

 $2,240  $1,649  $(569) $-  $3,320 

Income before taxes on income

 $1,004  $1,920  $52  $-  $2,976 
                                        

Depreciation and amortization

 $1,065  $237  $324  $-  $1,626  $1,488  $256  $316  $-  $2,060 
                    

Capital expenditures

 $685  $265  $105  $-  $1,055  $1,158  $409  $156  $-  $1,723 
                    

Total assets

 $216,536  $24,296  $57,080  $(62,833) $235,079 
Total assets(1) $255,949  $21,770  $61,855  $-  $339,574 

(1)

Intercompany balances that were previously included in total assets for each reportable segment have been excluded.

 


14

 

 

NOTE 1011 – Leases

The Company leases several of its operating and office facilities including warehouses, call centers, office space and equipment for various terms under long-term, non-cancelable operating lease agreements. These leases generally have expected lease terms at adoption of one to eight years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Certain of the lease agreements include rental payments adjusted periodically for inflation and generally require the Company to pay real estate taxes, insurance, and repairs. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The Company subleases certain office space to third parties. As of March 31, 2019 the Company had recognized $3.9 million of operating lease obligation ($1 million in other current liabilities and $2.9 million in operating lease liabilities) which represents the present value of the remaining lease payment of $4.3 million discounted using the Company’s lease discount rate of 5.74%; and, $4.6 million of operating right-of-use assets, which represents the lease liability of $3.9 million adjusted for the prepaid rent of $0.7 million that was previously presented within prepaid expenses and other current assets and other assets on the accompanying condensed consolidated balance sheet prior to the adoption. The depreciable-life of right-of-use assets is generally limited by the expected lease term.

Information about the Company’s total lease cost, cash flows, weighted-average remaining lease terms, discount rate assumptions and other quantitative information for operating leases are as follows (dollars in thousands):

  

March 31,

 
  

2019

 
     

Lease costs:

    
Operating lease costs $325 
Short-term lease costs  108 
Total lease costs, included in SG&A  433 
     
Operating cash-flows from operating leases $292 

Weighted-average remaining lease term (in years)

 

 

3 
Weighted average discount rate - operating leases  5.74%


SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

(In thousands, except lease term and discount rate)

Maturities of lease liabilities as of March 31 were as follows:

    
  

Operating

 
  

Leases

 
     

2019 (nine months)

 $890 

2020

  1,130 

2021

  797 

2022

  784 

2023

  634 

Thereafter

  108 
     

Total lease payments

 $4,343 

Less imputed interest

  476 
     

Total

 $3,867 

NOTE 11 – Acquisition of BusinessesCOVID-19:

 

CID Resources

On May 2, 2018, the Company acquired CID Resources, Inc., a Delaware corporation (“CID”), which manufactures medical uniforms, lab coats,The COVID-19 pandemic continues to affect our operations and layers,financial performance, and sells its productslikely will continue to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers.

The purchase price in the acquisition consisteddo so for an undetermined period of the following: (a) approximately $84.4 million in cash, subject to adjustment for cash on hand, indebtedness, unpaid Seller expenses and working capital (excluding cash), in each case as of the closing date, and (b) the issuance of 150,094 shares of the Company’s common stock to an equityholder of CID. The working capital adjustment was based on the difference between working capital as of the closing date and a target amount of approximately $39.5 million.

Fair Value of Consideration Transferred

A summary of the purchase price is as follows (in thousands):

    
     

Cash consideration at closing

 $84,430 
     

Superior common stock issued

  3,763 
     

Cash and working capital adjustment

  2,521 
     

Total Consideration

 $90,714 

Assets Acquired and Liabilities Assumed

The total purchase price was allocated to the tangible and intangible assets and liabilities of CID based on their estimated fair values as of May 2, 2018. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was allocated to goodwill.


The following table presents the allocation of the total fair value of consideration transferred, as shown above, to the acquired tangible and intangible assets and liabilities of CID based on their estimated fair values as of the effective date of the transaction.

The assets and liabilities of CID shown below are based on our preliminary estimates of their acquisition date fair values. Our final fair value determination may be different than those shown below.

The following is our preliminary assignment of the aggregate consideration (in thousands):

Cash

 $1,360 
     

Accounts receivable

  9,657 
     

Prepaid expenses and other current assets

  1,248 
     

Inventories

  30,692 
     

Property, plant and equipment

  1,134 
     

Contract assets

  2,535 
     

Identifiable intangible assets

  41,020 
     

Goodwill

  17,968 
     

Total assets

 $105,614 
     

Accounts payable

  4,472 
     

Deferred tax liability

  9,461 
     

Other current liabilities

  967 
     

Total liabilities

 $14,900 

The Company recorded $41.0 million in identifiable intangibles at fair value, consisting of $26.0 million in acquired customer relationships, $0.8 million for a non-compete agreement and $14.2 million for the brand name.

Goodwill was calculated as the difference between the fair value of the consideration and the values assigned to the assets acquired and liabilities assumed. This goodwill will not be deductible for tax purposes.

The intangible assets associated with the customer relationships are being amortized for fifteen years beginning on May 2, 2018 and the non-compete agreement is being amortized for five years. The trade name is considered an indefinite-life asset and as such is not being amortized.

The Company recognized amortization expense on these acquired intangible assets of $0.5 million for the three-month period ended March 31, 2019.

On a pro forma basis as if the results of this acquisition had been included in our consolidated results fortime. While during the three months ended March 31, 2018, net sales would2020, the pandemic did not have increased approximately $19.2 million. Net income woulda material impact on the Company’s business, international, federal, state and local efforts to contain the spread of COVID-19 intensified in March 2020 as governments enacted shelter in place orders, declared states of emergency, took steps to restrict travel, enacted temporary closures of non-essential businesses and took other restrictive measures that prohibit many employees from going to work. These government measures have increased $2.0 millionbegun to lead to changes in 2018, or $0.13 per share.customer purchasing patterns and supply chains.

 

BAMKOCOVID-19 could continue to have a number of increasingly adverse impacts on our business, including, but not limited to, additional disruption to the economy and our customers’ willingness and/or ability to spend, temporary or permanent closures of businesses that consume our products and services, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. Our employees and the employees and contractors of our suppliers and customers also could become ill, quarantined, or otherwise unable to work or travel due to health reasons or governmental restrictions.

 

On March 8, 2016, the Company closed on the acquisition of substantially all of the assets of BAMKO, Inc. The transaction had an effective date of March 1, 2016. The purchase price for the asset acquisition consisted of approximately $15.2 million in cash, net of cash acquired, the issuance of approximately 324,000 restricted shares of Superior’s common stock that vests over a five-year period, potential future payment of approximately $5.5 million in additional contingent consideration through 2021, and the assumption of certain liabilities of BAMKO, Inc.  The transaction also included the acquisition of BAMKO, Inc.’s subsidiaries in Hong Kong, China, Brazil and England as well as an affiliate in India.


The estimated fair value for acquisition-related contingent consideration payable was $4.1 million as of March 31, 2019. The current portion of $0.9 million shall be paid in the second quarter of 2019. The Company will continue to evaluate this liability for remeasurement at the end of each reporting period and any change will be recorded in the Company’s consolidated statement of comprehensive income. Based on the acquisition date fair values, we have recorded $11.4 million in identifiable intangibles, consisting of $2.1 million in acquired customer relationships, $0.4 million in non-compete agreements from the former owners of BAMKO, Inc., and $8.9 million for the acquired trade name. The intangible assets associated with the customer relationships are being amortized for seven years beginning on March 1, 2016 and the non-compete agreements are being amortized for five years and ten months. The trade name is considered an indefinite-life asset and as such will not be amortized.

Public Identity

On August 21, 2017, BAMKO acquired substantially all of the assets and assumed certain liabilities of PublicIdentity, Inc. (“Public Identity”) of Los Angeles, CA. Public Identity is a promotional products and branded merchandise agency that provides innovative, high quality merchandise and promotional products to corporate clients and universities across the country.

The purchase price for the acquisition consisted of $0.8 million in cash, the issuance of approximately 54,000 restricted shares of Superior’s common stock and future payments of approximately $0.4 million in additional consideration through 2020. The majority of the shares issued vest overprincipal fabrics used in the manufacture of products within the Uniform and Related Products segment are sourced in China and the vast majority of raw materials used in our Promotional Products segment are predominantly sourced from China, either directly by BAMKO or its suppliers. If we are unable to continue to obtain affordable raw materials and finished products from China or if our suppliers are unable to source affordable raw materials from China, it could significantly disrupt our business. A prolonged pandemic, or the threat thereof, could significantly disrupt our product sourcing, which in turn, could significantly disrupt our business.

We have and will continue to monitor and control our expense levels to protect our profitability. For example, on March 30, 2020, we entered into debt deferment agreements with Truist Bank (formerly known as Branch Banking and Trust Company) to: (i) defer contractual principal and interest payments due between April 1, 2020 and June 1, 2020 under the 2017 Term Loan and 2018 Term Loan until their respective maturity dates; and (ii) defer contractual interest payments due between April 1, 2020 and June 1, 2020 under the revolving credit facility until its maturity date. Additionally, we are proactively taking steps to increase available cash on hand by targeted reductions in discretionary operating expenses. Finally, we are delaying certain capital expenditures relating to non-essential projects until economic conditions begin to stabilize.

Prolonged instability in the United States and global economies, and how the world reacts to them, could have long-term impacts on our business. These business impacts could negatively affect us in a three-year period. The fairnumber of ways, including, but not limited to, reduced demand for our products and services, reductions to our revenue and profitability, costs associated with complying with new or amended laws and regulations affecting our business, further declines in our stock price, reduced availability and less favorable terms of future borrowings, valuation of our pension assets and obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets. The extent to which the consideration transferred is approximately $2.3 million. Based upCOVID-19 pandemic impacts our business, financial condition, results of operations or cash flows will depend on their acquisition date fair values,numerous evolving factors that we have assigned approximately $1.7 millionare unable to identifiable intangible assetsaccurately predict at this time. The length and approximately $0.6 million to goodwill.

Tangerine Promotions

On November 30, 2017, BAMKO acquired substantially allscope of the assetsrestrictions imposed by various governments and success of Tangerine Promotions, Ltd and Tangerine Promotions West, Inc (collectively “Tangerine”). The transaction had an effective date of December 1, 2017. Tangerine isefforts to find a promotional products and branded merchandise agency that serves many well-known brands. The company is onesuitable vaccine, among other factors, will determine the ultimate severity of the leading providersCOVID-19 impact on our business. However, it is likely that prolonged periods of Point-of-Purchase (POP)difficult market conditions would have material adverse impacts on our business, financial condition, results of operations and Point-of-Sale (POS) merchandise in the country. The purchase price for the asset acquisition consisted of approximately $7.2 million in cash subject to adjustment, the issuance of approximately 83,000 restricted shares of Superior’s common stock that vests over a four-year period, the potential future payments of approximately $3.2 million in additional contingent consideration through 2021, and the assumption of certain liabilities.

Fair Value of Consideration Transferred

A Summary of the purchase price is as follows (in thousands):

 
     

Cash consideration at closing

 $7,222 
     

Restricted shares of Superior common stock issued

  1,657 
     

Contingent consideration

  3,209 
     

Total Considerations

 $12,088 

Assets Acquired and Liabilities Assumed

The total purchase price was allocated to the acquired tangible and intangible assets and assumed liabilities of Tangerine based on their estimated fair values as of December 1, 2017. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was allocated to goodwill.

The following table presents the allocation of the total fair value of consideration transferred, as shown above, to the acquired tangible and intangible assets and assumed liabilities of Tangerine based on their estimated fair values as of the effective date of the transaction.flows.

 


15

The following is our assignment of the aggregate consideration (in thousands):


Accounts receivable

 $5,051 
     

Prepaid expenses and other current assets

  969 
     

Property, plant and equipment

  131 
     

Identifiable intangible assets

  6,495 
     

Goodwill

  4,169 
     

Total assets

 $16,815 
     

Accounts payables

  3,374 
     

Other current liabilities

  1,353 
     

Total liabilities

 $4,727 

The Company recorded $6.5 million in identifiable intangibles at fair value, consisting of $3.1 million in acquired customer relationships, $0.2 million in non-compete agreements from the former owners of Tangerine, and $3.2 million for the acquired trade name.

The estimated fair value for acquisition-related contingent consideration payable is $2.5 million as of March 31, 2019. The Company will continue to evaluate this liability for remeasurement at the end of each reporting period and any change will be recorded in the Company’s consolidated statement of comprehensive income.

Goodwill was calculated as the difference between the fair value of the consideration and the values assigned to the assets acquired and liabilities assumed.

The intangible assets associated with the customer relationships will be amortized for seven years beginning on December 1, 2017 and the non-compete agreement will be amortized for seven years. The trade name is considered an indefinite-life asset and as such will not be amortized.

The Company recognized amortization expense on these acquired intangible assets of $0.1 million for the three months ended March 31, 2019, and 2018.

 

 

ITEM 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in the Condensed Consolidated Financial Statements in Part I, Item 1 (“Financial Statements”) of this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019.

Disclosure Regarding Forward Looking Statements

 

Certain matters discussed in this Form 10-Q 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”,“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 Quarterly Report on Form 10-Q may include, without limitation: (1) the projected impact of the current coronavirus (COVID-19) 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, (2)(3) statements of our plans, objectives, strategies, goals and intentions, (3)(4) statements regarding the capabilities, capacities, market position and expected development of our business operations, and (4)(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 find a suitable vaccine, 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, commercial, leisureretail, hotels, food service, transportation and public safetyother 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 business during the diligence process; the price and availability of cotton 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, 20182019. 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 Form 10-Q 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.

 


Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and updated on this Form 10-Q in Note 1 for recently adopted accounting standards. Our management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate the estimates that we have made. These estimates are based upon our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates are those that we believe require our most significant judgments about the effect of matters that are inherently uncertain. A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows:

Allowance for Losses on Accounts Receivable

Judgments and estimates are used in determining the collectability of accounts receivable. 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. Management judgments and estimates are used in connection with establishing the allowance in any accounting period. Changes in estimates are reflected in the period they become known. 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. An additional impairment in value of one percent of net accounts receivable would require an increase in the allowance for doubtful accounts and would result in additional expense of approximately $0.6 million. This amount is included in trade accounts receivable on the consolidated balance sheet.

Inventories

Superior’s Uniforms and Related Products segment markets itself to its customers as a “stock house”. Therefore, Superior at all times carries substantial inventories of raw materials (principally piece goods) and finished garments. Inventories are stated at the lower of cost or net realizable value. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which may be material.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The Company tests goodwill for impairment annually as of December 31st and/or when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Examples of such events and circumstances that the Company would consider include the following:

macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets;

industry and market considerations such as a deterioration in the environment in which the Company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the Company's products or services, or a regulatory or political development;


cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

other relevant entity-specific events such as changes in management, key personnel, strategy, or customers.

Goodwill is tested at a level of reporting referred to as the “reporting unit." The Company's reporting units are defined as each of its three reporting segments. As of March 31, 2019, goodwill of $22.1 million was included in the Uniforms and Related Products segment and $11.9 million was included in the Promotional Products segment.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The Company completed its testing of goodwill as of December 31, 2018 and determined that the fair value of the reporting units was more than its carrying value.

Insurance

The Company self-insures for certain obligations related to health insurance programs. The Company also purchases stop-loss insurance policies to protect itself from catastrophic losses. Judgments and estimates are used in determining the potential value associated with both reported claims and for losses that have occurred, but have not been reported. The Company's estimates consider historical claim experience and other factors. The Company's liabilities are based on estimates, and, while the Company believes that the accrual for loss is adequate, the ultimate liability may be in excess of or less than the amounts recorded. Changes in claim experience, the Company's ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period.

Pensions 

The Company is the sponsor of two noncontributory qualified defined benefit pension plans, providing for normal retirement at age 65, covering all eligible employees (as defined). Periodic benefit payments on retirement are determined based on a fixed amount applied to service or determined as a percentage of earnings prior to retirement. The Company is also the sponsor of an unfunded supplemental executive retirement plan (SERP) in which several of its employees are participants. Pension plan assets for retirement benefits consist primarily of fixed income securities and common stock equities. Effective June 30, 2013, the Company no longer accrues additional benefits for future service or for future increases in compensation levels for the Company’s primary defined benefit pension plan.

The Company’s pension obligations are determined using estimates including those related to discount rates and asset values. The discount rates used for the Company’s pension plans were determined based on the Citigroup Pension Yield Curve.  This rate was selected as the best estimate of the rate at which the benefit obligations could be effectively settled on the measurement date taking into account the nature and duration of the benefit obligations of the plans using high-quality fixed-income investments currently available (rated AA or better) and expected to be available during the period to maturity of the benefits. The 8% expected return on plan assets was determined based on historical long-term investment returns as well as future expectations given target investment asset allocations and current economic conditions.

Income Taxes

The Company is required to estimate and record income taxes payable for federal, state and foreign jurisdictions in which the Company operates. This process involves estimating actual current tax expense and assessing temporary differences resulting from differing accounting treatment between tax and book that result in deferred tax assets and liabilities. In addition, accruals are also estimated for federal and state tax matters for which deductibility is subject to interpretation. Taxes payable and the related deferred tax differences may be impacted by changes to tax laws, changes in tax rates and changes in taxable profits and losses.


Reserves are also estimated for uncertain tax positions that are currently unresolved. The Company routinely monitors the potential impact of such situations and believes that it is properly reserved. For the three-month periods ended March 31, 2019 and March 31, 2018, total unrecognized tax benefits increased $0.1 million and $0, respectively. As of March 31, 2019, we had an accrued liability of $0.6 million for unrecognized tax benefits. We accrue interest and penalties related to unrecognized tax benefits in income tax expense, and the related liability is included in other long-term liabilities on the accompanying consolidated balance sheet.

Share-based Compensation

The Company recognizes expense for all share-based payments to employees, including grants of employee stock options, in the financial statements based on their fair values. Share-based compensation expense that was recorded in the three-month periods ended March 31, 2019 and 2018 includes the compensation expense for the share-based payments granted in those periods. In the Company’s share-based compensation strategy we utilize a combination of stock options and stock appreciation rights (“SARS”) that either fully vest on the date of grant or vest over time, and restricted stock and performance shares that vest over time or if performance targets are met. The fair value of the options and SARS granted is recognized as expense on the date of grant or over the service period. The Company used the Black-Scholes-Merton valuation model to value any share-based compensation. Option valuation methods, including Black-Scholes-Merton, require the input of highly complex and subjective assumptions including the risk free interest rate, dividend rate, expected term and common stock price volatility rate. The Company determines the assumptions to be used based upon current economic conditions. While different assumptions may result in materially different stock compensation expenses, changing any one of the individual assumptions by 10% would not have a material impact on the recorded expense. Expense for unvested shares of restricted stock and performance shares is recognized over the required service period.

Recent Acquisitions

On August 21, 2017, the Company, through BAMKO, acquired substantially all of the assets of PublicIdentity, Inc. (“Public Identity”). Public Identity is a promotional products and branded merchandise agency that provides promotional products and branded merchandise to corporate clients and universities. The purchase price consisted of $0.8 million in cash, the issuance of approximately 54,000 restricted shares of Superior’s common stock and future payments of approximately $0.4 million in additional consideration through 2020. The majority of the shares issued vest over a three-year period.

On November 30, 2017, BAMKO closed on the acquisition of substantially all of the assets of Tangerine Promotions, Ltd. and Tangerine Promotions West, Inc. (collectively “Tangerine”). The transaction had an effective date of December 1, 2017. Tangerine is a promotional products and branded merchandise agency that serves many well-known brands. The company is one of the leading providers of Point-of-Purchase (POP) and Point-of-Sale (POS) merchandise in the country. The purchase price for the asset acquisition consisted of approximately $7.2 million in cash, subject to adjustment, the issuance of approximately 83,000 restricted shares of Superior’s common stock that vests over a four-year period, the potential future payments of approximately $3.2 million in additional contingent consideration through 2021, and the assumption of certain liabilities of Tangerine.

On May 2, 2018, the Company acquired CID Resources, Inc., a Delaware corporation (“CID”) that manufactures uniforms, lab coats, and layers, and sells its products to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers. The purchase price in the acquisition consisted of the following: (a) approximately $84.4 million in cash, subject to adjustment for cash on hand, indebtedness, unpaid seller expenses and working capital (excluding cash), in each case as of the closing date, and (b) the issuance of 150,094 shares of the Company’s common stock to an equityholder of CID. The working capital adjustment was based on the difference between working capital as of the closing date and a target amount of approximately $39.5 million.


Business Outlook

 

Superior Group of Companies, Inc. (together with its subsidiaries, the “Company,” “Superior,” “we,” “our,” or “us”) is comprised of three reportable business segments: (1) Uniforms and Related Products, (2) Remote Staffing Solutions, and (3) Promotional Products.

COVID-19 Impact

The COVID-19 pandemic continues to affect our operations and financial performance, and likely will continue to do so for an undetermined period of time. While during the three months ended March 31, 2020, the pandemic did not have a material impact on the Company’s business, international, federal, state and local efforts to contain the spread of COVID-19 intensified in March 2020 as governments enacted shelter in place orders, declared states of emergency, took steps to restrict travel, enacted temporary closures of non-essential businesses and took other restrictive measures that prohibit many employees from going to work. These government measures have begun to lead to changes in customer purchasing patterns and supply chains.

COVID-19 could continue to have a number of increasingly adverse impacts on our business, including, but not limited to, additional disruption to the economy and our customers’ willingness and/or ability to spend, temporary or permanent closures of businesses that consume our products and services, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable.  Our employees and the employees and contractors of our suppliers and customers also could become ill, quarantined, or otherwise unable to work or travel due to health reasons or governmental restrictions.

16

The majority of the principal fabrics used in the manufacture of products within the Uniform and Related Products segment are sourced in China and the vast majority of raw materials used in our Promotional Products segment are predominantly sourced from China, either directly by BAMKO or its suppliers. If we are unable to continue to obtain affordable raw materials and finished products from China or if our suppliers are unable to source affordable raw materials from China, it could significantly disrupt our business. A prolonged pandemic, or the threat thereof, could significantly disrupt our product sourcing, which in turn, could significantly disrupt our business.

We have and will continue to monitor and control our expense levels to protect our profitability. For example, on March 30, 2020, we entered into debt deferment agreements with Truist Bank (formerly known as Branch Banking and Trust Company) to: (i) defer contractual principal and interest payments due between April 1, 2020 and June 1, 2020 under the 2017 Term Loan and 2018 Term Loan until their respective maturity dates; and (ii) defer contractual interest payments due between April 1, 2020 and June 1, 2020 under the revolving credit facility until its maturity date. Additionally, we are proactively taking steps to increase available cash on hand by targeted reductions in discretionary operating expenses. Finally, we are delaying certain capital expenditures relating to non-essential projects until economic conditions begin to stabilize.

Prolonged instability in the United States and global economies, and how the world reacts to them, could have long-term impacts on our business. These business impacts could negatively affect us in a number of ways, including, but not limited to, reduced demand for our products and services, reductions to our revenue and profitability, costs associated with complying with new or amended laws and regulations affecting our business, further declines in our stock price, reduced availability and less favorable terms of future borrowings, valuation of our pension assets and obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets. The extent to which the COVID-19 pandemic impacts our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we are unable to accurately predict at this time. The length and scope of the restrictions imposed by various governments and success of efforts to find a suitable vaccine, among other factors, will determine the ultimate severity of the COVID-19 impact on our business. However, it is likely that prolonged periods of difficult market conditions would have material adverse impacts on our business, financial condition, results of operations and cash flows.

 

Uniforms and Related Products

 

Historically,In our Uniforms and Related Products segment, we have manufacturedmanufacture and soldsell a wide range of uniforms, career apparel and accessories, which comprises our Uniforms and Related Products segment.accessories. Our primary products are service apparel, such as scrubs, lab coats, protective apparel and patient gowns, provided to workers in the healthcare industry, and service apparel, such as uniforms, provided to workers employed by our customers in various industries, including retail, hotels, food service, transportation and asother industries. We sell our brands of healthcare service apparel primarily to healthcare laundries, dealers, distributors and retailers. As a result of the COVID-19 pandemic, we anticipate increased sales of our business prospectshealthcare service apparel to laundries, dealers and distributors that service hospitals and other medical facilities; however, sales of healthcare apparel to retail markets may be negatively impacted. We are dependent upon levelscurrently working with our retailers to develop alternative strategies to ensure that our customers are able to take advantage of employmentthe increase in demand from medical professionals. From a long-term perspective, we expect that demand for our signature marketing brands, including Fashion Seal Healthcare® and overall economic conditions, among other factors. Our revenuesWonderWink®, will provide opportunities for growth and increased market share. Sales of uniforms are impacted by our customers’ opening and closing of locations and reductions, increases, and increases in headcount. Additionally, voluntary employee turnover at our customers can have a significant impact on our business.of employees. The current economic environment in the United States is continuinghas been significantly impacted by the COVID-19 pandemic, and as a result, we expect to see moderate improvementreduced short-term demand for uniform apparel in many of our customers’ industries, some of which is expected to be offset by demand from customers in certain retail industries, such as grocery and pharmacy customers, and healthcare. Based on the longer-term fundamentals of our uniform business, we anticipate that we will have growth opportunities when market conditions in the employment environmentUnited States stabilize and voluntary employee turnover has been increasing.  We also continuebegin to see an increase in the demand for employees in the healthcare sector and our acquisition of CID provides us with a market to sell Fashion Seal Healthcare apparel to retail stores and into the digital marketplace. These factors are expected to have positive impacts on our prospects for growth in net sales in 2019.

We have continued our efforts to increase penetration of the health care market. We have been and continue to pursue acquisitions to increase our market share in the Uniforms and Related Products segment.improve. 

 

Remote Staffing Solutions

This business segment (also known as “The Office Gurus”), which operates in El Salvador, Belize, Jamaica, and the United States, was initially started to provide remote staffing services forsupport the Company at a lower cost structure in orderCompany’s back office needs while improving overall efficiencies and lowering operating costs. After years of consistently improving key performance indicators, lowering costs and providing exceptional service to improve our own operating results. It has in fact enabled us to reduce our operating expenses in our Uniforms and Related Products segment in areas such as order entry, cash collections, vendor payables processing, customer service, sales, and to more effectively service our customers’ needs in that segment. We beganothers, The Office Gurus started selling remote staffingtheir services to otheroutside companies atin 2009. Over the end of 2009. We have grown thispast 10 years, The Office Gurus has become an award-winning global business from approximately $1 millionprocess outsourcer offering inbound and outbound voice, email, text, chat and social media support. The COVID-19 pandemic has created certain disruptions in net salesour ability provide services to outsideour customers, and has resulted in 2010a reduction in billable hours charged to approximately $27.3 million in net salesour customers. The pandemic has also generated uncertainties for our customers and their industries. With an environment and career path designed to outside customers in 2018. We have spent significant effort over the last several years improving the depth of our management infrastructureattract and expanding our facilities in this segmentmaintain top talent across all sites, The Office Gurus is positioned well to support significant growth. Net salescontinue growth when market conditions begin to outside customers increased by approximately 17.8% for the three months ended March 31, 2019 compared to the same period last year.stabilize. 

17

Promotional Products

 

We have been involved in the sale ofFor more than a decade, we sold promotional products on a limited basis to our existing Uniforms and Related Products customer base. While there were substantial opportunities to sell promotional products to those customers, it was not an area of focus, specialization, or expertise for over a decade. However, we lacked the scale and expertise needed to be a recognized name in this market prior tous. On March 1, 2016, that changed with our acquisition of substantially all of the assets of BAMKO, effective March 1, 2016. BAMKO has been operatingInc. (“BAMKO”). One of the top firms in the promotional products industry, for more than 16 yearsBAMKO has a number of strengths, well-developed systems, and time-tested processes that offer significant competitive advantages. With a robust back-office support platform operated out of India, direct-to-factory sourcing operations based in China, and proprietary technological platforms and programming capabilities that we believe that BAMKO’s strong back office and support systems located in India, China and Hong Kong, as well as their “directare very competitive, BAMKO is positioned to factory” sourcing operations provide us with a competitive advantage. We believe that BAMKO has well developed systems and processes that can serve asbe a platform for additionalpotential future acquisitions that we expect to complete in this highly fragmented market.industry. We completed two additional acquisitions in this segment in late 2017. We2017 and remain open to additional acquisitions going forward. In recent years we have seen an increase in customer orders and expect those growth opportunities to continue once the current market environment stabilizes. As a result of the COVID-19 pandemic, however, the branded merchandise industry has experienced customer budget cuts and widespread event cancellations that has led to customer orders being delayed or cancelled entirely. Our Promotional Products segment is experiencing reduced activities from customers in certain areas, such as the restaurant and entertainment industries. In responding to the needs of our customers, the sourcing team within the Promotional Products segment has recently focused on the sourcing of much needed personal protective equipment for our customers to help offset the shortfall in sales from our existing product lines. From a long-term perspective, we believe promotional products are athat this segment’s synergistic fit with our uniform business.business will create opportunities to cross-sell the products of various business segments to new and existing customers. 

 

Results of Operations

 

Three Months Ended March 31, 20192020 Compared to Three Months Ended March 31, 20182019

Net Sales (in thousands):

  

Three Months Ended March 31,

     
  

2020

  

2019

  

% Change

 
Uniforms and Related Products $60,102  $58,679   2.4%
Remote Staffing Solutions  9,200   8,599   7.0%
Promotional Products  26,178   20,359   28.6%
Net intersegment eliminations  (1,235)  (1,085)  13.8%

Consolidated Net Sales

 $94,245  $86,552   8.9%

 

Net Sales

 

Three Months Ended March 31,

 
  

(in thousands)

 
  

2019

  

2018

  

% Change

 

Uniforms and Related Products

 $58,679  $48,125   21.9

%

Remote Staffing Solutions

  8,599   7,299   17.8 

Promotional Products

  20,359   18,676   9.0 

Net intersegment eliminations

  (1,085)  (1,013)  7.1 

Consolidated Net Sales

 $86,552  $73,087   18.4

%

Net Sales

Net sales for the Company increased 18.4%8.9% from $73.1$86.6 million for the three months ended March 31, 20182019 to $86.6$94.2 million for the three months ended March 31, 2019.2020. The principal components of this aggregate increase in net sales were as follows: (1) the effect of the acquisition of CID on May 2, 2018 (contributing 22.0%), (2) a decreasean increase in the net sales of our Uniform and Related Products segment exclusive of CID (contributing 7.6%1.6%, of which 6.4%$2.0 million (contributing 2.3%) represented the effect of differences in timing of revenues recognized under ASC 606 between periods), (3)(2) an increase in the net sales for our Promotional Products segment (contributing 2.3%6.7%), and (4)(3) an increase in net sales for our Remote Staffing Solutions segment after intersegment eliminations (contributing 1.7%0.6%).


 

Uniforms and Related Products net sales increased 21.9%2.4%, or $10.5$1.4 million, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 compared to the three months ended March 31, 2018.. The increase iswas primarily due to the CID acquisition, partially offset by a negative $4.8 million effect of differences in the timing of revenues recognized due to ASC 606 between periods.finished goods receipts for inventory items with no alternative use. Shipments by our Uniform and Related Products business without the effect of CID,segment decreased from $45.1$60.4 million to $44.1$59.8 million comparing the quarterthree months ended March 31, 2019,2020 with the prior year quarter.period. For a reconciliation of shipments by our Uniform and Related Products salessegment, see “-Shipments“Shipments (Non-GAAP Financial Measure)”. below.

 

Remote Staffing Solutions net sales increased 17.8%7.0% before intersegment eliminations and 19.5%6.0% after intersegment eliminations for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 compared. These increases were primarily attributed to providing continued services in the current year period to our customer base that was expanded during 2019. Despite the increase in net sales, overall growth during three months ended March 31, 2018. These increases are attributed to continued market penetration2020 was negatively impacted by disruptions in 2019, with respect to both new and existing customers.March 2020 resulting from COVID-19.

 

Promotional Products net sales increased 9.0%28.6% or $5.8 million, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 compared to the three months ended March 31, 2018.. The increase iswas primarily due to higher internationalthe expansion of our sales force in 2019 and domesticcontinued product sales in 2019.to our expanded customer base during the current year period.

18

 

Cost of Goods Sold

 

Cost of goods sold consists primarily of direct costs of acquiring inventory, including cost of merchandise, inbound freight charges, purchasing costs, and inspection costs for our Uniforms and Related Products and Promotional Products segments. Cost of goods sold for our Remote Staffing Solutions segment includes salaries and payroll related benefits for agents. The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs are included in selling and administrative expenses.

 

As a percentage of net sales, cost of goods sold for our Uniforms and Related Products segment was 65.4%64.3% for the three months ended March 31, 2020 and 65.4% for the three months ended March 31, 2019 and 65.6% for. As a percentage of net sales, cost of goods sold remained relatively flat. The increase in cost of goods sold during the three months ended March 31, 2018. The change is generally2020 compared to the result of changes in customer and product mix, and higher freight costs. Also, affecting change are the results of CID, which tends to have higher gross margins than our other uniform businesses. Exclusive of the results from CID, our Uniform Segment would have had cost of goods sold as a percentage of net sales of 67.4% for the three months ended March 31, 2019.2019 was primarily due to the revenue increase explained above.

 

As a percentage of net sales, cost of goods sold for our Remote Staffing Solutions segment was 41.4%43.3% for the three months ended March 31, 2020 and 41.4% for the three months ended March 31, 2019 and 43.0% for the three months ended March 31, 2018.. The percentage decrease isincrease was primarily driven by higher salesdisruptions in 2019 and lower payroll related costs.March 2020 resulting from COVID-19.

 

As a percentage of net sales, cost of goods sold for our Promotional Products segment was 72.4%71.0% for the three months ended March 31, 2020 and 72.4% for the three months ended March 31, 2019 and 74.0% for the three months ended March 31, 2018.. The percentage decrease iswas primarily the result of differences in the mix of products and customers, with sales to lowerhigher margin contract clientscustomers representing a smallerlarger percentage of our overall sales in during the three months ended March 31, 2019.2020.

 

Selling and Administrative Expenses

 

Selling and administrative expenses were impacted by COVID-19 and the Company’s response to the pandemic. Selling and administrative expenses for three months ended March 31, 2020 included investment losses of $0.9 million recognized on assets associated with the Company’s Non-Qualified Deferred Compensation Plan, bad debt expense of $0.9 million on outstanding trade accounts receivable and severance expense of $0.4 million. These charges were partially offset by a reduction in expenses of $1.2 million resulting from forgoing the Company’s discretionary matching contribution under its defined contribution plan.

As a percentage of net sales, selling and administrative expenses for our Uniforms and Related Products segment approximated 31%was 30.3% for the three months ended March 31, 2020 and 31.0% for the three months ended March 31, 2019 and 29.4% for the three months ended March 31, 2018.. The increase ispercentage decrease was primarily due to the CID acquisitionincrease in May 2018.net sales explained above. 

 

As a percentage of net sales, selling and administrative expenses for our Remote Staffing Solutions segment approximated 36.3%was 36.9% for the three months periods ended March 31, 2019 and 34.4% for the three months ended March 31, 2018. The increase is primarily attributed to higher payroll expense.2020 and 36.3% for the three months ended March 31, 2019. As a percentage of net sales, selling and administrative expenses remained relatively flat.

 

As a percentage of net sales, selling and administrative expenses for our Promotional Products segment were 25.9%was 25.4% for the three months ended March 31, 2020 and 25.9% for the three months ended March 31, 2019 and 27.8% for the three months ended March 31, 2018.. The percentage decrease iswas primarily related to lower administrative costs resulting from integration of the segment’s subsidiaries combined with higher net sales.sales increase explained above.

19

 

Interest Expense

 

Interest expense increaseddecreased to $1.2$1.1 million for the three months ended March 31, 2020 from $1.2 million for the three months ended March 31, 2019 from. This decrease was primarily due to a decrease in LIBOR rates, partially offset by a loss of $0.3 million forrecognized on our interest rate swap during the three months ended March 31, 2018. This increase is the result of the Company entering in to the Amended and Restated Credit Agreement on May 2, 2018 as a part of the acquisition of CID. See Note 2 in Item 1 of this Form 10-Q.2020.


 

Income Taxes

 

The effective income tax rate was 20.2%27.1% and 26.2%20.2% in the three months ended March 31, 20192020 and 2018,2019, respectively. The 6.0% decreaseincrease in the effective tax rate is attributedwas primarily to the reduction indriven by rate increases of 3.7% for foreign taxes, (3.4%), the reduction of the GILTI tax (1.2%), changes to executive compensation limits (0.9%), a decrease in the excess tax benefit associated with share based compensation (0.4%), a decrease in0.9% for state income taxes (0.6%), and other decreases (0.3%).

1.6% for non-deductible losses recognized on assets associated with the Company’s Non-Qualified Deferred Compensation Plan. The effective tax rate may vary from quarter to quarter due to unusual or infrequently occurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, taxes incurred in connection to the territorial style tax system, or other items.

 

Liquidity and Capital Resources

 

Balance SheetOverview

Accounts receivable - trade

Management uses a number of standards in measuring the Company’s liquidity, such as: working capital, profitability ratios, cash flows from operating activities, and activity ratios. The strength of the Company’s balance sheet generally provides the ability to pursue acquisitions, invest in new product lines and technologies and invest in additional working capital as necessary. 

The Company’s primary source of liquidity has been its net income and the use of credit facilities and term loans as described further below. In the future, the Company may continue to use credit facilities and other secured and unsecured borrowings as a source of liquidity. Management currently believes that cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the Company’s anticipated working capital requirements for the next twelve months. The Company is proactively taking steps to increase available cash on hand by targeted reductions in discretionary cash outflows. The Company may also begin relying on the issuance of equity or debt securities. There can be no assurance that any such financings would be available to us on reasonable terms. Any future issuances of equity securities or debt securities with equity features may be dilutive to our shareholders. Additionally, the cost of the Company’s future sources of liquidity may differ from the costs of the Company’s sources of liquidity to date.

Working Capital

Cash and cash equivalents decreased 0.6% from $64.0by $3.2 million on December 31, 2018 to $63.6 million on March 31, 2019.

Inventories were $67.3 million on December 31, 2018 and $65.8$5.8 million as of March 31, 2019.2020 from $9.0 million on December 31, 2019. Working capital decreased to $129.7 million at March 31, 2020 from $142.4 million at December 31, 2019. The decrease isin working capital was primarily due to an increase in other current liabilities and decreases in trade accounts receivable and prepaid expenses and other current assets, partially offset by decreases in accounts payable and current portion of long-term debt. The increase in other current liabilities was driven by an increase of $15.8 million in contract liabilities primarily resulting from new customer contracts for the sourcing of personal protective equipment needed in response to COVID-19 within the Promotional Products and Uniform and Related Products segments. The decrease in trade accounts receivable was primarily driven by the timing of billings within the Promotional Products segment. The decrease in prepaid expenses and other current assets was primarily related to the relative timing of shipments to customers and receipt of finished goods from suppliers.

Contract assets were $49.2 million on December 31, 2018 and $47.4 million on March 31, 2019.prepaid expenses. The decrease isin accounts payable was primarily related to a reduction in the receiptstiming of inventory subjectorders and payments to ASC 606, revenue recognition, primarily insuppliers within the uniform segment.

Deferred tax liability decreased from $8.5 million on December 31, 2018 to $7.4 million on March 31, 2019. As a result of the company adopting ASC 606,Uniform and the subsequent change in accounting method for tax purposes, an increased tax liability of $3.6 million was incurred. As it is permissible to pay this increased liability over a four year period, in 2019 $0.9 million was reclassified from deferred to current to reflect the current amount to be paid.

Other assets increased 10.9% from $8.8 million on December 31, 2018 to $9.8 million on March 31, 2019. The $1.0 million increase is primarily due to $1.2 million higher asset balances in our Non-Qualified Deferred Compensation Plan.

Long-term debt decreased 8.6% from $111.5 million on December 31, 2018 to $102 million on March 31, 2019.Related Products and Promotional Products segments. The decrease isin current portion of long-term debt was primarily due to the reclassificationdebt deferment agreements entered into in March 2020 that deferred contractual principal and interest payments on outstanding debt obligations due in the second quarter of scheduled repayments on2020 until maturity.

20


Cash Flows

Our cash flows from operating, investing and financing activities, as reflected in the Amended and Restated Credit Agreement, as amended, from long term to current liabilities as a resultstatements of its restructuring on January 22, 2019.cash flows, are summarized in the following table (in thousands):

  

Three Months Ended March 31,

 
  

2020

  

2019

 

Net cash provided by (used in):

        

Operating activities

 $19,545  $5,739 

Investing activities

  (2,073)  (1,720)

Financing activities

  (20,218)  (2,572)

Effect of exchange rates on cash

  (519)  15 

Net increase (decrease) in cash and cash equivalents

 $(3,265) $1,462 

 

Cash FlowsOperating Activities.

Cash and The increase in net cash equivalents increasedprovided by $1.4 million from $5.4 million on December 31, 2018 to $6.8 million as ofoperating activities during the three months ended March 31, 2019. During2020 compared to the three months ended March 31, 2019 was primarily attributable to the Company providedreceipt of advance payments from new customer contracts for the sourcing of personal protective equipment needed in response to COVID-19 within the Promotional Products and Uniform and Related Products segments and the timing of advance payments made to vendors. Working capital cash changes during the three months ended March 31, 2020 included a decrease of $5.7$4.9 million from operating activities,in trade accounts receivable, an increase in accounts payable and other current liabilities of $4.7 million and a decrease in prepaid expenses and other current assets of $2.3 million. Working capital cash changes during the three months ended March 31, 2019 included a decrease of $2.2 million in prepaid expenses and other current assets.

Investing Activities. The increase in net cash used cash of $1.7 million forin investing activities during the three months ended March 31, 2020 compared to fundthe three months ended March 31, 2019 was attributable to an increase in capital expenditures; and used cashexpenditures of $2.6 million in financing activities, principally in the payment of dividends ($1.5 million) and to reacquire the Company’s common stock ($1.0 million).

In the foreseeable future,$0.4 million. From a long-term perspective, the Company expects to continue its ongoing capital expenditure program designed to improve the effectiveness and expand the capabilities of its facilities and update its technology and infrastructure to support its growth.technology. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions.

During In the near term, the Company expects to delay certain capital expenditures relating to non-essential projects until economic conditions begin to stabilize.

Financing Activities. The increase in net cash used in financing activities during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 and 2018, was primarily attributable to an increase in net repayments of $17.9 million in debt. Excess cash generated from operating activities during the Company paid cash dividends of $1.5 million and $1.4 million, respectively.

three months ended March 31, 2020 was used to repay outstanding borrowings under the revolving credit facility. 

Credit AgreementsFacilities (See Note 2 of Item 1 of this Form 10Q)3to the Financial Statements)

 

Effective May 2, 2018, and concurrently with the closingAs of the CID Resources acquisition,March 31, 2020, the Company entered into an Amendedhad approximately $101.6 million in outstanding borrowings under its amended and Restated Credit Agreement, dated May 2, 2018restated credit agreement (the “Amended and Restated Credit“Credit Agreement”), with BB&T pursuant to which the Company’s existing revolving credit facility was increased from $35Truist Bank, consisting of $23.5 million to $75 million which provided an additional term loan in the principal amount of $85 million. No principal payments were due on the $85 million term loan prior to its maturity. The term ofoutstanding under the revolving credit facility was extended untilexpiring in May 2023, and the $85$24.0 million outstanding under a term loan was to maturematuring in May 2020. The Company’s existingFebruary 2024 (“2017 Term Loan”), and $54.2 million outstanding under a term loan with the original principal amount of $42 million matures on February 2024. The scheduled amortization for the $42 million term loan is as follows: maturing in January 2026 (“2018 through 2023 - $6.0 million per year; and 2024 - $1.5 million.

On January 22, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement pursuant to which the existing $85 million term loan was restructured. The Company used $20 million borrowed under its existing revolving credit facility to reduce the principal amount to $65 million. The maturity date on the loan was extended to January 22, 2026 The scheduled amortization for the $65 million term loan is as follows: 2019 - $8.5 million, 2020 through 2025 - $9.3 million per year; and 2026 - $0.8 million.Term Loan”). The revolving credit facility, $42 million term loan2017 Term Loan and $65 million term loan2018 Term Loan are collectively referred to as the “Credit Facilities”.

 

Obligations outstanding under the 2018 Term Loan have a variable interest rate of LIBOR plus a margin of between 0.85% and 1.65% (based on the Company’s funded debt to EBITDA ratio) (1.77% at March 31, 2020). Obligations outstanding under the revolving credit facility and $42 million term loanthe 2017 Term Loan generally have a variable interest rate of one-month LIBOR plus a margin of between 0.68% (3.17%and 1.50% (based on the Company’s funded debt to EBITDA ratio) (1.60% at March 31, 2019). Obligations outstanding under the $65 million term loan has a variable interest rate of one-month LIBOR plus 0.85% (3.34% at March 31, 2019)2020). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of At March 31, 2019, there were no outstanding letters2020, the Company had undrawn capacity of credit.$51.5 million under the revolving credit facility.

On March 30, 2020, the Company entered into debt deferment agreements with Truist Bank to: (i) defer contractual principal and interest payments due between April 1, 2020 and June 1, 2020 under the 2017 Term Loan and 2018 Term Loan until their respective maturity dates; and (ii) defer contractual interest payments due between April 1, 2020 and June 1, 2020 under the revolving credit facility until its maturity date. Contractual principal payments for the 2017 Term Loan are as follows: remainder of 2020 - $3.0 million; 2021 through 2023 - $6.0 million per year; and 2024 - $3.0 million. Contractual principal payments for the 2018 Term Loan are as follows: remainder of 2020 - $4.6 million; 2021 through 2025 - $9.3 million per year; and 2026 - $3.1 million. The term loans do not contain pre-payment penalties.

 


21


The Amended and Restated Credit Agreement as amended, contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Amended and Restated Credit Agreement as amended, also requires the Company to maintain a fixed charge coverage ratio (as defined in the Credit Agreement) of at least 1.25:1 and a funded debt to EBITDA ratio (as defined in the Credit Agreement) not to exceed 4.0:5.0:1. As of March 31, 2019,2020, the Company was in compliance with these ratios. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the AmendedCredit Agreement.

Dividends and Restated Credit Agreement, as amended.Share Repurchase Program

During each of the three months ended March 31, 2020 and 2019, the Company paid cash dividends of $1.5 million. 

On May 2, 2019, the Company’s Board of Directors approved a stock repurchase program of up to 750,000 shares of Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All purchases under this program will be open market transactions. Under this program the Company reacquired and retired 43,458 shares of its common stock during the three months ended March 31, 2020. At March 31, 2020, the Company’s remaining repurchase capacity under its common stock repurchase program was 657,451 shares. Shares purchased under the common stock repurchase program are constructively retired and returned to unissued status. The Company considers several factors in determining when to make share repurchases, including among other things, the cost of equity, the after-tax cost of borrowing, the debt to total capitalization targets and the expected future cash needs.

Due to the anticipated continuing impact of the COVID-19 pandemic on the Company’s business, financial condition, results of operations and cash flows, the Company has elected to suspend its regular quarterly dividend until we have clearer visibility on improved macro conditions.

 

Shipments (Non-GAAP Financial Measure)

 

In this management’s discussion and analysis, we use a supplemental measure of our performance, which is derived from our financial information, but which is not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This non-GAAP financial measure is “shipments”,“shipments,” and represents a primary metric by which our management evaluates customer demand.

 

We define shipments as net sales excluding, if applicable, sales recorded with respect to contracts with customers in which there is an enforceable right to the payment for goods with no alternative use in advance of the transfer of these goods to our customers. As recognized in accordance with ASC 606, net sales generated from such contracts are recorded as of the time at which we receive the goods from our suppliers rather than at the time we transfer them to our customers. For customers to which we sell goods that have an alternative use, or customers with whom we do not have an enforceable right to payment with no alternative use, shipments and net sales are identical performance measures.

 

We believe that sales recorded under ASC 606 are affected by changes in the Company’s purchasing patterns that may not be directly aligned with customer demand. Therefore, weWe believe that shipments, as a supplemental performance measure, tracks customer demand more closely.

 

Shipments is not a measure determined in accordance with GAAP, and should not be considered in isolation or as a substitute for sales determined in accordance with GAAP. Shipments is used as a measurement of customer demand and we believe it to be a helpful measure for those evaluating performance of a company operating in the uniform and promotionalrelated products businesses.business. However, there are limitations to the use of this non-GAAP financial measure. Our non-GAAP financial measure may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

 

22

The following tables reconcile net sales to shipments of our Uniform and Related Products segment (in thousands):

RECONCILIATION OF UNIFORM AND RELATED PRODUCTS SEGMENT GAAP SALES TO SHIPMENTS (without CID) 

  

Three months ended March 31,

 
  

2019

  

2018

 
         

Uniform and Related Product net sales, as reported

 $58,679  $48,125 

Less: CID sales

  (16,135)  - 

Uniform and Related Product net sales without CID

  42,544   48,125 
         

Less: Recognition of revenue for finished goods with no alternative use for Uniform and Related Product net sales without CID

  1,594   (3,000)
         

Uniform and Related Product shipments without CID

 $44,138  $45,125 

  

Three Months Ended March 31,

 
  

2020

  

2019

 

Uniform and Related Products net sales, as reported

 $60,102  $58,679 

Adjustment: Recognition of revenue based on the timing of shipments for finished goods with no alternative use for Uniform and Related Products net sales

  (293)  1,711 

Uniform and Related Products shipments

 $59,809  $60,390 

 

Off-Balance Sheet Arrangements

 

The Company does not engage in any off-balance sheet financing arrangements. In particular, the Company does not have any interest in variable interest entities, which include special purpose entities and structured finance entities.

 

ITEM 3.          Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

We are subject to market risk exposure related to changes in interest rates on our debt. Interest on our Credit Facilities are based upon the one-month LIBOR rate. In order to reduce the interest rate risk on our debt, the Company entered into an interest rate swap agreement on a portion of its borrowings. AExcluding the effect of the interest rate swap agreement, a hypothetical increase in the LIBOR rate of 100 basis points as of January 1, 20192020 would have resulted in approximately $0.3 million in additional pre-tax interest expense for the three months ended March 31, 2019.2020. See Note 2.3 to the Financial Statements.

 

Foreign Currency Exchange Risk

 

Sales to clientscustomers outside of the United States are subject to fluctuations in foreign currency exchange rates.  Approximately 1%rates, which may negatively impact gross margin realized on our sales. Less than 5% of our sales are outside of the United States. As the prices at which we sell our products are not routinely adjusted for exchange rate changes, the gross profit on our orders may be negatively affected. We cannot predict the effect of exchange rate fluctuations on our operating results. In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with our sales and expenses denominated in foreign currency. As of March 31, 2019,2020, we havehad no foreign currency exchange hedging contracts. See Note 1(j). There can be no assurance that our strategies will adequately protect our operating results from the effect of exchange rate fluctuations.

 

Financial results of our foreign subsidiaries in the Promotional Products segment are denominated in their local currencies, which include the Hong Kong dollar, the Chinese renminbi, the British pound, the Indian rupee, and the Brazilian real. ChangesThese operations may also have net assets and liabilities not denominated in their functional currency, which exposes us to changes in foreign currency exchange rates that impact income. Excluding intercompany payables and receivables considered to be long-term investments, changes in exchange rates for intercompany payablesassets and receivablesliabilities not considered to be long-termdenominated in their functional currency, are reported as transactionforeign currency gains (losses) within selling and administrative expenses in our consolidated statements of comprehensive income. During the three months ended March 31, 2020 and 2019 transaction, foreign currency losses were not significant. We also have exposure to foreign currency exchange risk from the translation of foreign subsidiaries from the local currency into the U.S. dollar. Comprehensive income during the three months ended March 31, 2020 included a foreign currency translation adjustment loss of $1.2 million primarily related to exchange rate movements of the Brazilian real.

 


23

 

ITEM 4.          Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company conducted an evaluation, under supervision and with the participation of the Company’s principal executive officer, Michael Benstock, and the Company’s principal financial officer, Michael Attinella,Andrew D. Demott, Jr., of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information the Company is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no other changes in the Company’s internal control over financial reporting during the quarter ended March 31, 20192020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.1.        Legal Proceedings

 

None.We are a party to certain lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

 

ITEM 1A.1A.     Risk Factors

 

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. ThereExcept as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A-Risk Factors in our annual report on Form 10-K for the year ended December 31, 2018.2019.

Our business has been adversely affected and could in the future be materially adversely impacted by the coronavirus (COVID-19) pandemic.

COVID-19 has been declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we may not be able to accurately predict, including, without limitation: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and will be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the effect on our suppliers and customers and customer demand for our products and services; the effect on our sources of supply; the impact of the pandemic on economic activity and actions taken in response; closures of our and our suppliers’ and customers’ offices and facilities; the ability of our customers to pay for our products and services; financial market volatility; commodity prices; and the pace of recovery when the COVID-19 pandemic subsides. 

The spreading of COVID-19 that is impacting global economic activity and market conditions could lead to changes in customer purchasing patterns. We have begun to see disruptions in our customers’ businesses, including, but not limited to, our customers’ willingness and ability to spend, layoffs and furloughs of our customers’ employees, and temporary or permanent closures of businesses that consume our products and services. Prolonged periods of difficult conditions could have material adverse impacts on our business, financial condition, results of operations and cash flows.

24

The majority of the principal fabrics used in the manufacture of products within the Uniform and Related Products segment are sourced in China and the vast majority of raw materials used in our Promotional Products segment are predominantly sourced from China, either directly by BAMKO or its suppliers. If we are unable to continue to obtain affordable raw materials and finished products from China or if our suppliers are unable to source affordable raw materials from China, it could significantly disrupt our business. A prolonged pandemic, or the threat thereof, could significantly disrupt our product sourcing, which in turn, could significantly disrupt our business.

The potential effects of COVID-19 also could impact us in a number of other ways, including, but not limited to, reductions to our revenue and profitability, costs associated with complying with new or amended laws and regulations affecting our business, further declines in our stock price, reduced availability and less favorable terms of future borrowings, valuation of our pension assets and obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets. 

Any of these events could materially adversely affect our business, financial condition, results of operations and cash flows. 

 

ITEM 2.2.         Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of equity securities during the quarter ended March 31, 2019,2020, that were not previously reported in a current report on Form 8-K.


 

The table below sets forth the information with respect to purchases made by or on behalf of Superior Group of Companies, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our shares of common stock during the three months ended March 31, 2019.2020.

 

  

(a) Total Number

of Shares

  

(b) Average Price

  

(c) Total Number of

Shares Purchased as Part

of Publicly Announced

  

(d) Maximum Number of

Shares that May Yet Be

Purchased Under the

 

Period

 Purchased  Paid per Share  Plans or Programs  Plans or Programs (1) 

Month #1

            

(January 1, 2019 to

 36,385  $18.12  36,385  - 

January 31, 2019)

            

Month #2

            

(February 1, 2019 to

 10,700  $17.91  10,700  - 

February 28, 2019)

            

Month #3

            

(March 1, 2019 to

 8,517  $16.18  8,517  - 

March 31, 2019)

            

TOTAL

 55,602  $17.77  55,602  2,614 

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

January 1, 2020 to January 31, 2020

  1,958  $13.21   1,958     

February 1, 2020 to February 29, 2020

  24,500   11.75   24,500     

March 1, 2020 to March 31, 2020

  17,000   10.96   17,000     

Total

  43,458   11.51   43,458   657,451 

 

(1)     On August 1, 2008, the Company’s Board of Directors approved an increase to the outstanding authorization to allow for the repurchase of 1,000,000 shares of the Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All such purchases were

(1)

On May 2, 2019, the Company’s Board of Directors approved a stock repurchase program of up to 750,000 shares of Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All purchases under this program will be open market transactions.

 

Under our Amended and Restated Credit Agreement, as amended, with Branch Banking and Trust Company,Truist Bank, if an event of default exists, we may not make distributions to our shareholders. The Company is in full compliance with all terms, conditions and covenants of such agreement.

 

ITEM 3.3.     Defaults upon Senior Securities

 

Not applicable.

 

ITEM 4.4.     Mine Safety Disclosures

 

Not applicable.

 

ITEM 5.5.     Other Information

 

None.

25

 

ITEM 6.6.     Exhibits

See Exhibit Index


EXHIBIT INDEX

 

Exhibit
No. Description
4.1* Description of the Securities of Superior Group of Companies, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
31.110.1*Note Modification Agreements (Line of Credit) Obligor and Obligation No. 9661527819-00008, dated March 30, 2020, among Superior Group of Companies, Inc. , as borrower, and Truist Bank (formerly known as Branch Banking and Trust Company), as lender.
10.2*Note Modification Agreements Term Loans Obligor and Obligation No. 9661527819-00009, dated March 30, 2020, among Superior Group of Companies, Inc. , as borrower, and Truist Bank (formerly known as Branch Banking and Trust Company), as lender.
10.3*Note Modification Agreements Term Loans Obligor and Obligation No. 9661527819-90002, dated March 30, 2020, among Superior Group of Companies, Inc. , as borrower, and Truist Bank (formerly known as Branch Banking and Trust Company), as lender.
31.1* Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.231.2* Certification by the Chief Financial Officer (Principal Financial Officer and Accounting Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS+

 

XBRL Instance Document.

101.SCH+

 

XBRL Taxonomy Extension SchemaSchema.

101.CAL+

 

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF+

 

XBRL Taxonomy Extension Definition Linkbase.

101.LAB+

 

XBRL Taxonomy Extension LabelsLabel Linkbase.

101.PRE+

 

XBRL Taxonomy Extension Presentation Linkbase.

 

*This written statement is furnished andFiled herewith.

**Furnished, not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

filed.

+Submitted electronically with this Quarterly Report.

 


 

SIGNATURES

 

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 thereunto duly authorized.

 

Date: April 25, 201930, 2020SUPERIOR GROUP OF COMPANIES, INC.
   
               By/s/ Michael Benstock
  Michael Benstock
  Chief Executive Officer
  (Principal Executive Officer)
   
   
Date: April 25, 201930, 2020  
               By/s/ Michael AttinellaAndrew D. Demott, Jr.                     
  Michael AttinellaAndrew D. Demott, Jr.
  

Chief Operating Officer, Chief Financial Officer and Treasurer (Principal

(Principal Financial Officer and Principal Accounting Officer)

 

35

27