Superior Group of Companies (NASDAQ: SGC) grows revenue but takes impairment
Superior Group of Companies reported Q2 2026 net sales of $147.8 million, up 2.6% year over year, while net income fell to $1.2 million from $1.6 million, or $0.08 per diluted share. A $2.6 million trade name impairment and a $2.6 million additional inventory write-down in the Healthcare Apparel segment weighed on results, partly offset by net tariff refunds.
For the first six months of 2026, net sales were $288.7 million and net income rose to $2.1 million from $0.8 million, with Adjusted EBITDA increasing to $12.5 million. Branded Products delivered higher revenue and margins, while Contact Centers saw lower sales but reduced credit loss expense. Operating cash flow strengthened sharply to $17.7 million, inventories and total debt declined, and shareholders received $0.28 per share in dividends alongside modest share repurchases, leaving equity at $193.4 million.
Positive
- Operating cash flow surged to $17.7 million for the first six months of 2026 from $2.9 million a year earlier, enabling total debt reduction to $82.0 million and supporting dividends and share repurchases while maintaining liquidity.
Negative
- Healthcare Apparel recorded a $2.6 million trade name impairment and a $2.6 million additional inventory write-down in 2026, contributing to lower segment margins and a year-over-year decline in Q2 consolidated net income.
Key Figures
Key Terms
Adjusted EBITDA financial
bill-and-hold arrangements financial
contract assets financial
indefinite-lived intangible assets financial
tradename impairment charge financial
Net Controlled Foreign Corporation Tested Income regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| FORM |
| (Mark One) |
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended | |||||||
| 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: |
| 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.: |
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| Address of principal executive offices: | ||||||||
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| Registrant’s telephone number, including area code: | ||||||||
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| Former name, former address and former fiscal year, if changed since last report: |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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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.
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).
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 ☐ | |
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| Non-accelerated filer ☐ |
| Smaller Reporting Company | |
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| 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
The number of shares of common stock of the registrant outstanding as of July 30, 2026 was
TABLE OF CONTENTS
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Page |
| PART I. FINANCIAL INFORMATION |
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| Item 1. Financial Statements |
4 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
| Item 4. Controls and Procedures |
37 |
| PART II. OTHER INFORMATION |
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| Item 1. Legal Proceedings |
38 |
| Item 1A. Risk Factors |
38 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
39 |
| Item 3. Defaults Upon Senior Securities |
39 |
| Item 4. Mine Safety Disclosures |
39 |
| Item 5. Other Information |
39 |
| Item 6. Exhibits |
40 |
| SIGNATURES |
41 |
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Page |
| Financial Statements |
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| Consolidated Statements of Comprehensive Income (Unaudited) |
4 |
| Consolidated Balance Sheets (Unaudited) | 5 |
| Consolidated Statements of Shareholders’ Equity (Unaudited) |
6 |
| Consolidated Statements of Cash Flows (Unaudited) |
8 |
| Condensed Notes to the Consolidated Financial Statements (Unaudited) | |
| Note 1 - Description of Business and Basis of Presentation |
9 |
| Note 2 - Operating Segment Information | 11 |
| Note 3 - Net Sales | 15 |
| Note 4 - Net Income Per Share | 16 |
| Note 5 - Long-Term Debt | 17 |
| Note 6 - Contingencies and Geographic Supply Concentrations | 18 |
| Note 7 - Inventories | 19 |
| Note 8 - Income Taxes | 19 |
| Note 9 - Other Information | 20 |
| Note 10 - Intangible Assets | 21 |
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| (Unaudited) |
| (In thousands, except shares and per share data) |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||
| Interest expense, net | ||||||||||||||||
| Tradename impairment charge | ||||||||||||||||
| Income before income tax (benefit) expense | ||||||||||||||||
| Income tax (benefit) expense | ( | ) | ||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding during the period: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||
| Defined benefit pension plans | $ | $ | $ | $ | ||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
| Cash dividends per common share | $ | $ | $ | $ | ||||||||||||
See accompanying Condensed Notes to the Consolidated Financial Statements.
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES |
|||||||||
| CONSOLIDATED BALANCE SHEETS |
|||||||||
| (In thousands, except shares and par value data) |
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax asset | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of acquisition-related contingent liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Long-term pension liability | ||||||||
| Long-term acquisition-related contingent liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| 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 15,945,623 and 15,730,615 shares, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net of tax: | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| See accompanying Condensed Notes to the Consolidated Financial Statements. |
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY |
| THREE MONTHS ENDED June 30, 2026 AND 2025 |
| (Unaudited) |
| (In thousands, except shares and per share data) |
| Accumulated | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Additional | Comprehensive | Total | ||||||||||||||||||||||
| Common | Common | Paid-In | Retained | Income (Loss), | Shareholders’ | |||||||||||||||||||
| Shares | Stock | Capital | Earnings | net of tax | Equity | |||||||||||||||||||
| Balance, April 1, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common stock under stock incentive plans and related tax effect | ||||||||||||||||||||||||
| Common shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Cash dividends declared ($0.14 per share) | - | ( | ) | ( | ) | |||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Pensions, net of taxes of $2 | - | |||||||||||||||||||||||
| Change in currency translation adjustment, net of taxes of $0 | - | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance, April 1, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common stock under stock incentive plans and related tax effect | ||||||||||||||||||||||||
| Common shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Cash dividends declared ($0.14 per share) | - | ( | ) | ( | ) | |||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Pensions, net of taxes of $16 | - | |||||||||||||||||||||||
| Change in currency translation adjustment, net of taxes of $0 | - | |||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY |
| Six MONTHS ENDED June 30, 2026 AND 2025 |
| (Unaudited) |
| (In thousands, except shares and per share data) |
| Accumulated | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Additional | Comprehensive | Total | ||||||||||||||||||||||
| Common | Common | Paid-In | Retained | Income (Loss), | Shareholders’ | |||||||||||||||||||
| Shares | Stock | Capital | Earnings | net of tax | Equity | |||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common stock under stock incentive plans and related tax effect | ||||||||||||||||||||||||
| Common shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Cash dividends declared ($0.28 per share) | - | ( | ) | ( | ) | |||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Pensions, net of taxes of $5 | - | |||||||||||||||||||||||
| Change in currency translation adjustment, net of taxes of $0 | - | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common stock under stock incentive plans and related tax effect | ( | ) | ( | ) | ||||||||||||||||||||
| Common shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Cash dividends declared ($0.28 per share) | - | ( | ) | ( | ) | |||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Pensions, net of taxes of $33 | - | |||||||||||||||||||||||
| Change in currency translation adjustment, net of taxes of $0 | - | |||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
See accompanying Condensed Notes to the Consolidated Financial Statements.
| SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| (In thousands) |
| Six Months Ended June 30, |
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| 2026 |
2025 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Inventory write-downs |
||||||||
| Credit loss expense |
||||||||
| Share-based compensation expense |
||||||||
| Tradename impairment charge |
||||||||
| Change in fair value of acquisition-related contingent liabilities |
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| Non-cash operating lease expense |
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| Other, net |
||||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ||||||
| Contract assets |
( |
) | ( |
) | ||||
| Inventories |
( |
) | ||||||
| Prepaid expenses and other current assets |
( |
) | ||||||
| Other assets |
( |
) | ( |
) | ||||
| Accounts payable and other current liabilities |
( |
) | ( |
) | ||||
| Other long-term liabilities |
||||||||
| Net cash provided by operating activities |
||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Additions to property, plant and equipment |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Borrowings under revolving lines of credit |
||||||||
| Payments under revolving lines of credit |
( |
) | ( |
) | ||||
| Payments of term loan |
( |
) | ( |
) | ||||
| Payments of cash dividends |
( |
) | ( |
) | ||||
| Shares withheld for taxes net of proceeds received on exercise of stock options |
( |
) | ||||||
| Common shares repurchased and retired |
( |
) | ( |
) | ||||
| Net cash (used in) provided by financing activities |
( |
) | ||||||
| Effect of currency exchange rates on cash |
||||||||
| Net (decreases) increases in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents balance, beginning of period |
||||||||
| Cash and cash equivalents balance, end of period |
$ | $ | ||||||
| See accompanying Condensed Notes to the Consolidated Financial Statements. |
Superior Group of Companies, Inc. and Subsidiaries
Condensed Notes to the Consolidated Financial Statements (Unaudited)
NOTE 1 – Description of Business and Basis of Presentation:
Description of business
Superior Group of Companies, Inc. (together with its subsidiaries, “the Company,” “Superior,” “we,” “our,” or “us”) was organized in 1920 and was incorporated in 1922 as a New York company under the name Superior Surgical Mfg. Co., Inc. In 1998, the Company changed its name to Superior Uniform Group, Inc. and redomiciled to Florida. Effective on May 3, 2018, Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.
Superior’s Branded Products segment, primarily through its signature marketing brands BAMKO® and HPI®, produces and sells customized merchandising solutions, promotional products and branded uniform programs. Branded products are manufactured through third parties or in Superior’s own facilities, and are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices or operations in the United States, Canada and Brazil, with support services in China and India.
Superior’s Healthcare Apparel segment, primarily through its portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, manufactures (through third parties or in its own facilities) and sells a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.
Superior’s Contact Centers segment, through multiple The Office Gurus® entities, including subsidiaries in El Salvador, Belize, Dominican Republic, the United States and in Jamaica until its closure on June 15, 2025, provides outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.
Basis of presentation
The accompanying unaudited consolidated financial statements of Superior included herein have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). 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 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, 2025, and filed with the SEC. Management believes that the information furnished includes all adjustments of a normal recurring nature that are necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.
The Company refers to the consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income,” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein.
Reclassifications
The accompanying financial statements for the prior year period contain certain reclassifications. Reclassifications impact items within our statements of cash flows. These reclassifications did not have an effect on the Company’s previously reported consolidated results of operations, financial position or cash flows for the quarter ended June 30, 2026.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The FASB issued ASU 2025-05 to simplify the application of the current expected credit loss (CECL) model to short-term receivables and contract assets under Topic 606. The amendments introduce a practical expedient (available to all entities) that allows companies to assume current conditions as of the balance sheet date remain unchanged for the life of the asset, removing the need to incorporate complex macroeconomic forecasts for short-term assets. The scope includes current accounts receivable and contract assets arising from Topic 606, including those acquired in business combinations. The amendments are effective for annual periods beginning after December 15, 2025 (interim periods included), with prospective application and early adoption permitted. We adopted the amendments of ASU 2025-05 on January 1, 2026. The adoption of this guidance did not affect the Company’s consolidated results of operations, financial position or cash flows.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU requires the disclosure of additional information about specific categories of costs and expenses in the notes to the consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU will likely result in additional disclosures. We are currently evaluating the provisions of this ASU.
In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This ASU removes all references to prescriptive and sequential software development stages (referred to as "project stages") and instead requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. Additional updates include changes to accounting for website development costs and certain disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU permits an entity to apply the new guidance using either a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently assessing the impact that adopting this ASU may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements.
NOTE 2 – Operating Segment Information:
The Company manages and reports the following segments:
Branded Products segment: Primarily through our signature marketing brands BAMKO® and HPI®, we produce and sell customized merchandising solutions, promotional products and branded uniform programs. Branded products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States and Brazil, with support services in China and India.
Healthcare Apparel segment: Primarily through our portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors and retailers primarily in the United States.
Contact Centers: Through multiple The Office Gurus® entities, including our subsidiaries in El Salvador, Belize, Dominican Republic and the United States and in Jamaica until its closure on June 15, 2025, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.
Intersegment eliminations include the elimination of revenues and costs from services provided by the Contact Centers segment to the Company’s two other segments. Such costs are recognized as selling and administrative expenses in the Branded Products and Healthcare Apparel segments. Income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment are presented within corporate selling and administrative expenses under the segment tables.
Adjusted EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, net, income tax expense, depreciation and amortization expense and impairment charges. The Company believes Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences, (iii) asset base (depreciation and amortization) and (iv) impairments. The Company uses Adjusted EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used Adjusted EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs.
Adjusted EBITDA is not a measure of financial performance under GAAP. Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate Adjusted EBITDA are significant components in understanding and assessing the Company’s results of operations. The Company’s Adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted EBITDA in the same manner.
The chief operating decision maker, who is the Company’s Chief Executive Officer, evaluates the performance of our segments. Segment Adjusted EBITDA, as reported below for each segment, is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting”. Amounts included in income before income tax expense and excluded from Segment Adjusted EBITDA include: interest expense, net, impairments and depreciation and amortization expense. Total Segment Adjusted EBITDA is a non-GAAP financial measure and is reconciled to its most closely comparable GAAP metric of income before income tax expense (benefit) in the table below.
Please see reconciliations of Adjusted EBITDA and Total Segment Adjusted EBITDA included in the Non-GAAP Financial Measures tables below.
The following tables set forth financial information related to the Company’s operating segments (in thousands):
| Branded Products | Healthcare Apparel | Contact Centers | Intersegment Eliminations | Total | ||||||||||||||||
| For the Three Months Ended June 30, 2026: | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of goods sold | ( | ) | ||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||||||||||
| Tradename impairment charge | ||||||||||||||||||||
| Add backs: | ||||||||||||||||||||
| Tradename impairment charge | ||||||||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Less corporate selling and administrative expenses | ||||||||||||||||||||
| Add back corporate depreciation and amortization | ||||||||||||||||||||
| Adjusted EBITDA | $ | |||||||||||||||||||
| Branded Products | Healthcare Apparel | Contact Centers | Intersegment Eliminations | Total | ||||||||||||||||
| For the Three Months Ended June 30, 2025: | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of goods sold | ( | ) | ||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||||||||||
| Add backs: | ||||||||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | |||||||||||||||
| Less corporate selling and administrative expenses | ||||||||||||||||||||
| Add back corporate depreciation and amortization | ||||||||||||||||||||
| Adjusted EBITDA | $ | |||||||||||||||||||
| Branded Products | Healthcare Apparel | Contact Centers | Intersegment Eliminations | Total | ||||||||||||||||
| For the Six Months Ended June 30, 2026: | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of goods sold | ( | ) | ||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||||||||||
| Tradename impairment charge | ||||||||||||||||||||
| Add backs: | ||||||||||||||||||||
| Tradename impairment charge | ||||||||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | |||||||||||||||
| Less corporate selling and administrative expenses | ||||||||||||||||||||
| Add back corporate depreciation and amortization | ||||||||||||||||||||
| Adjusted EBITDA | $ | |||||||||||||||||||
| Branded Products | Healthcare Apparel | Contact Centers | Intersegment Eliminations | Total | ||||||||||||||||
| For the Six Months Ended June 30, 2025: | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of goods sold | ( | ) | ||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||||||||||
| Add backs: | ||||||||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | |||||||||||||||
| Less corporate selling and administrative expenses | ||||||||||||||||||||
| Add back corporate depreciation and amortization | ||||||||||||||||||||
| Adjusted EBITDA | $ | |||||||||||||||||||
The following table reconciles income before income tax expense to Total Segment Adjusted EBITDA (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income before income tax expense | $ | $ | $ | $ | ||||||||||||
| Interest expense, net | ||||||||||||||||
| Corporate selling and administrative expenses | ||||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||
| Tradename impairment charge | ||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||
The following table reconciles net income to Adjusted EBITDA (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Interest expense, net | ||||||||||||||||
| Income tax (benefit) expense | ( | ) | ||||||||||||||
| Segment depreciation and amortization | ||||||||||||||||
| Corporate depreciation and amortization | ||||||||||||||||
| Tradename impairment charge | ||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||
NOTE 3 – Net Sales:
The Company generates revenue by producing and manufacturing (through third parties or in its own facilities) and selling a wide range of promotional products and branded uniforms through its Branded Products segment and healthcare apparel and accessories through its Healthcare Apparel segment. It also generates revenue by providing outsourced, nearshore and onshore business process outsourcing, contact and call-center support services to North American customers in our Contact Centers segment. The following table provides our revenue from contracts with customers:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Branded Products(1) | $ | $ | $ | $ | ||||||||||||
| Healthcare Apparel | ||||||||||||||||
| Contact Centers | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
(1) Sales under bill-and-hold arrangements totaled $
Contract Assets and Contract Liabilities
The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (in thousands):
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivable, net | $ | $ | ||||||
| Current contract assets | ||||||||
| Current contract liabilities | ||||||||
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, as such the Company applies the right to invoice practical expedient which allows the omission of certain disclosures related to remaining performance obligations. 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 balance sheets. During the six months ended June 30, 2026, $
NOTE 4 – Net Income Per Share:
The Company’s basic net income per share is computed based on the weighted average number of shares of common stock outstanding for the period. Diluted net income per share includes the effect of the Company’s outstanding stock options, stock appreciation rights, nonvested shares of restricted stock and nonvested performance 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 periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income used in the computation of basic and diluted net income per share (in thousands) | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Dilutive common stock equivalents | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
Awards to purchase
Awards to purchase
NOTE 5 – Long-Term Debt:
Debt consisted of the following (in thousands):
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Credit Facilities: | ||||||||
| Revolving credit facility due August 2027 | $ | $ | ||||||
| Term loan due August 2027 | ||||||||
| Less: unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Total Debt | $ | $ | ||||||
| Less: | ||||||||
| Current portion of long-term debt | ||||||||
| Long-term debt less current maturities | $ | $ | ||||||
For the three months ended June 30, 2026 and 2025, interest expense of $
On August 23, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, the domestic subsidiaries of the Company, as guarantors, the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders are providing the Company senior secured credit facilities maturing in August 2027 consisting of a revolving credit facility in the aggregate maximum principal amount of $
Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate ("SOFR") plus an adjustment between
Contractual principal payments for the term loan, which does not contain pre-payment penalties, are as follows: remainder of 2026 - $
The Credit Facilities are secured by substantially all of the operating assets of the Company, 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 Credit Agreement. The Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments (including dividends and related distributions), liquidations, mergers, consolidations or acquisitions, affiliate transactions and sales of assets or subsidiaries. The Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least
NOTE 6 – Contingencies and Geographic Supply Concentrations:
Contingencies
The purchase price to acquire substantially all of the assets of 3Point in December 2024 included contingent consideration based on varying levels of the acquired company’s EBITDA in each measurement period through December 2027. The estimated fair value of the acquired company's acquisition-related contingent consideration payable as of June 30, 2026 was $
The Company is involved in various legal actions and claims arising from the normal course of business. The ultimate outcome of these matters is not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.
Geographic Concentrations in the Available Supply of Materials and Product
The principal fabrics used in the manufacture of finished apparel goods for Superior’s Branded Products and Healthcare Apparel segments are cotton, polyester, spandex, cotton-synthetic and poly-synthetic blends. The majority of such fabrics are sourced, directly or indirectly, from China.
The Company does not have a concentration of suppliers of finished apparel in any single country or region of the world, however, it does contract to manufacture or source the majority of its apparel in the following countries: Haiti, China, Madagascar, Vietnam, Pakistan, Bangladesh, and the United States. Additionally, we generally source or manufacture apparel in parts of the world that may be affected by economic uncertainty, oil price shocks, political unrest, labor disputes, health emergencies, natural disasters or the imposition of duties, tariffs or other import regulations by the United States.
The Branded Products segment also relies on the supply of other types of finished products including hard goods such as drinkware and injection molded plastics along with raw materials that are principally sourced from China, either directly or indirectly.
The geography from which we source materials and products is affected by duties and tariffs. During 2025, the U.S. government imposed higher tariffs and/or new tariffs which impacted certain sources of the Company’s materials and production. Additionally, the U.S.'s trade agreements and/or preferences with certain countries in Africa, through the African Growth and Opportunity Act (AGOA), and with Haiti, through the Haitian Hemispheric Opportunity through Partnership Encouragement Act (HOPE) and the Haiti Economic Lift Program of 2010 (HELP), expired on September 30, 2025. In February 2026, these agreements were retroactively extended until December 2026 and during the six months ended June 30, 2026, the Company recorded a consolidated duties receivable of $
Additionally in February 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) does not authorize the President to impose tariffs, effectively invalidating the tariffs imposed via that method. These IEEPA tariffs stopped being collected on February 24, 2026. The Supreme Court’s ruling left open the questions of whether, how, and when payors of the tariffs might receive refunds; subsequently, the U.S. government created a system through which refunds of certain entries could be processed. The Company's accounting policy is to recognize tariff refunds (as a reduction of cost of goods sold) when the refund is probable and recognize corresponding refunds to customers (as a reduction of net sales) where contractually required or an implicit obligation exists. As of June 30, 2026, the Company has recorded a $
NOTE 7 – Inventories:
Inventories consisted of the following amounts (in thousands):
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Inventories | $ | $ | ||||||
NOTE 8 – 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.
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, additional information is obtained or the tax environment changes.
For the three months ended June 30, 2026, the Company recorded a tax benefit of ($
For the three months ended June 30, 2025, the Company recorded tax expense of $
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA included significant changes to the domestic and international tax provisions, such as modifications to the global tax framework, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, and the restoration of favorable tax treatment for certain business provisions. The legislation had multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has considered the estimated impact of OBBBA on its expected annual effective tax rate as part of its income tax expense for the three and six months ended June 30, 2026. The impacts include the increased unfavorable Net Controlled Foreign Corporation Tested Income (“NCTI”), formerly Global Intangible Low-Taxed Income (“GILTI”), taking effect in 2026.
NOTE 9 – Other Information:
The activity in the allowance for doubtful accounts receivable was as follows (in thousands):
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Balance at the beginning of year | $ | $ | ||||
| Credit loss expense | ||||||
| Write-Off of accounts receivable | ( | ) | ( | ) | ||
| Balance at the end of the period | $ | $ | ||||
Other current liabilities consisted of the following (in thousands):
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Salaries, wages, commissions and other compensation | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued rebates | ||||||||
| Current operating lease liabilities | ||||||||
| Customer deposits | ||||||||
| Other accrued expenses | ||||||||
| Other current liabilities | $ | $ | ||||||
NOTE 10 – Intangible Assets:
Intangible Assets
An indicator of impairment related to CID Resources indefinite lived intangible assets was identified during the second quarter of 2026 for which a quantitative interim impairment test was performed using the relief-from-royalty method and resulted in a trade name impairment totaling $
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Finite-Lived Intangible Assets (dollars in thousands) | Weighted Average Life (In years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||
| Customer relationships (7-15 year life) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Non-compete agreements (3-7 year life) | ( | ) | ( | ) | ||||||||||||||||
| Trademarks | ( | ) | ( | ) | ||||||||||||||||
| Trade names | ( | ) | ( | ) | ||||||||||||||||
| Total Finite-Lived Intangible Assets | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Indefinite-lived Intangible Assets (dollars in thousands) | Segment | Carrying Amount, June 30, 2026 | Carrying Amount, December 31, 2025 | ||||||
| Trade names: | |||||||||
| HPI | Branded Products | $ | $ | ||||||
| BAMKO | Branded Products | ||||||||
| CID Resources(1) | Healthcare Apparel | ||||||||
| Total | $ | $ | |||||||
| Finite-Lived Intangible Assets | $ | $ | |||||||
| Total Intangible Assets | $ | $ | |||||||
| (1) | Includes trade names and trademarks associated with CID Resources and Wink®. |
ITEM 2. Management’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 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, 2025.
The financial position, results of operations, cash flows and other information included herein are not necessarily indicative of the financial position, results of operations and cash flows that may be expected in future periods. See "Cautionary Note Regarding Forward-Looking Statements" below for a discussion of uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements.
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) Branded Products, (2) Healthcare Apparel and (3) Contact Centers.
Branded Products
In our Branded Products segment, we produce and sell customized merchandising solutions, promotional products and branded uniform programs to our customers. As a strategic branding partner, we offer our customers customized branding solutions and strategies that generate favorable brand impressions, bolster customer retention and enhance employee engagement. Our products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. Sales volumes in this segment are impacted by a number of factors, including marketing programs of our customers and turnover of our customers’ employees, often driven by the opening and closing of locations. From a long-term perspective, we believe that synergies within this segment will create opportunities to cross-sell products to new and existing customers.
Healthcare Apparel
In our Healthcare Apparel segment, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient gowns. We sell our brands of healthcare service apparel to healthcare laundries, dealers, distributors and retailers primarily in the United States. From a long-term perspective, we expect that demand for our portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, will continue to provide opportunities for growth and increased market share.
Contact Centers
In our Contact Centers segment (also known as “The Office Gurus”), which operates in El Salvador, Belize, Dominican Republic and the United States, and in Jamaica until its closure on June 15, 2025, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers. These services are also provided internally to the Company’s other two operating segments. The Office Gurus has become an award-winning business process outsourcer offering inbound and outbound voice, email, text, chat and social media support. The nearshore call-center market has grown as businesses look to reduce operating costs while maintaining high-quality customer support. Nearshore operators can provide comparable service to their U.S. counterparts at a fraction of the price. With an environment and career path designed to attract and maintain top talent across all sites, we believe The Office Gurus is positioned well to continue growing this business.
Global Economic and Political Conditions
During 2025, the U.S. government imposed higher tariffs and/or new tariffs which impacted certain sources of the Company’s materials and production. Additionally, the U.S.'s trade agreements and/or preferences with certain countries in Africa, through the African Growth and Opportunity Act (AGOA), and with Haiti, through the Haitian Hemispheric Opportunity through Partnership Encouragement Act (HOPE) and the Haiti Economic Lift Program of 2010 (HELP), expired on September 30, 2025. In February 2026, these agreements were retroactively extended until December 2026 and during the six months ended June 30, 2026, the Company recorded a consolidated duties receivable of $2.3 million within other current assets through a reduction of inventory and reversal of cost of goods sold of $0.4 million, primarily in its Healthcare Apparel segment of which the majority has been collected. If not renewed and/or extended beyond December 2026, the cost of continuing to do business in these countries likely will negatively impact our results of operations and financial position, or result in us moving sourcing and manufacturing from these countries to countries with more favorable cost structures. We will continue to monitor the status of the trade agreements and preferences involving the U.S. government and the countries in which we source and/or manufacture products. See Item 1, “NOTE 6 – Contingencies and Geographic Supply Concentrations.”
In February 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) does not authorize the President to impose tariffs, effectively invalidating the tariffs imposed via that method. These IEEPA tariffs stopped being collected on February 24, 2026. The Supreme Court’s ruling left open the questions of whether, how, and when payors of the tariffs might receive refunds; subsequently, the U.S. government created a system through which refunds of certain entries could be processed. The Company's accounting policy is to recognize tariff refunds (as a reduction of cost of goods sold) when the refund is probable and recognize corresponding refunds to customers (as a reduction of net sales) where contractually required or an implicit obligation exists. As of June 30, 2026, the Company has recorded a $4.3 million tariff refund, of which $3.1 million has been received in cash and corresponding refunds to customers of $2.7 million. The U.S. government implemented a new 10.0% tariff under Section 122 of the Trade Act of 1974, effective as of February 24, 2026. This tariff terminated on July 24, 2026. The U.S. government implemented new tariffs generally ranging from 10.0% to 12.5% under Section 301 of the Trade Act of 1974, effective as of July 24, 2026.
It is uncertain how inflation and interest rates will be impacted during the remainder of this year and in future years by the imposition of tariffs and other trade-related actions or inactions. World events, such as the Russia-Ukraine War, the joint U.S.-Israeli War with Iran in 2026 and other conflicts in the Middle East, continue to negatively affect the global economy. Additionally, civil unrest in countries where we manufacture products, like Haiti, may result in our facilities incurring damage or destruction and could interrupt our manufacturing processes and adversely affect our reputation and our relationships with our customers.
Prolonged or recurring disruptions or instability in the United States and global political and economic environments, and how the world reacts to those disruptions or instability, 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 core products and services, declines in our revenue and profitability, increased costs related to higher oil and natural gas prices and/or supply imbalances in the oil and natural gas markets, costs associated with complying with new or amended laws and regulations and mitigating the increased cost of the new tariffs and duties affecting our business, declines in our stock price, reduced availability and less favorable terms of future borrowings, negative impacts on the valuation of our pension obligations, reduced credit-worthiness of our customers, and additional impairment of the carrying value of indefinite-lived intangible assets and potentially goodwill.
| Results of Operations |
| Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 (in thousands) |
| For the Three Months Ended June 30, |
||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||
| Net sales: |
||||||||||||
| Branded Products |
$ | 98,390 | $ | 92,647 | $ | 5,743 | 6.2 | % | ||||
| Healthcare Apparel |
27,231 | 28,253 | (1,022 | ) | (3.6 | %) | ||||||
| Contact Centers |
23,094 | 23,977 | (883 | ) | (3.7 | %) | ||||||
| Intersegment eliminations |
(879 | ) | (832 | ) | (47 | ) | 5.6 | % | ||||
| Consolidated net sales |
147,836 | 144,045 | 3,791 | 2.6 | % | |||||||
| Gross margin: |
||||||||||||
| Branded Products |
35,872 | 33,016 | 2,856 | 8.7 | % | |||||||
| Healthcare Apparel |
8,967 | 10,016 | (1,049 | ) | (10.5 | %) | ||||||
| Contact Centers |
11,750 | 12,613 | (863 | ) | (6.8 | %) | ||||||
| Net intersegment eliminations |
(470 | ) | (319 | ) | (151 | ) | 47.3 | % | ||||
| Consolidated gross margin |
56,119 | 55,326 | 793 | 1.4 | % | |||||||
| Selling and administrative expenses: |
||||||||||||
| Branded Products |
26,001 | 25,432 | 569 | 2.2 | % | |||||||
| Healthcare Apparel |
9,946 | 10,078 | (132 | ) | (1.3 | %) | ||||||
| Contact Centers |
10,354 | 11,612 | (1,258 | ) | (10.8 | %) | ||||||
| Intersegment Eliminations |
(470 | ) | (319 | ) | (151 | ) | 47.3 | % | ||||
| Corporate selling and administrative expenses |
5,496 | 5,437 | 59 | 1.1 | % | |||||||
| Consolidated selling and administrative expenses |
51,327 | 52,240 | (913 | ) | (1.7 | %) | ||||||
| Interest expense, net |
981 | 1,250 | (269 | ) | (21.5 | %) | ||||||
| Tradename impairment charge |
2,600 | - | 2,600 | 100.0 | % | |||||||
| Income before income tax expense |
1,211 | 1,836 | (625 | ) | (34.0 | %) | ||||||
| Income tax (benefit) expense |
(10 | ) | 285 | (295 | ) | (103.5 | %) | |||||
| Net income |
$ | 1,221 | $ | 1,551 | $ | (330 | ) | (21.3 | %) | |||
| Adjusted EBITDA(1) |
$ | 7,676 | $ | 6,064 | $ | 1,612 | 26.6 | % | ||||
(1) Please refer to "Non-GAAP Financial Measure" below for a reconciliation of Adjusted EBITDA to net income.
Net Income
The Company generated net income of $1.2 million and $1.6 million during the three months ended June 30, 2026 and 2025, respectively. The decrease in net income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was due to a significant decline in our Healthcare Apparel segment results, primarily driven by a trade name impairment charge and write-down of inventory, partially offset by net tariff refunds. This decline was partially offset by growth in our Branded Products and Contact Centers segments.
Adjusted EBITDA
Adjusted EBITDA was $7.7 million and $6.1 million during the three months ended June 30, 2026 and 2025, respectively. The Adjusted EBITDA increase was primarily due to growth in our Branded Products and Contact Centers segments, partially offset by a decline in our Healthcare Apparel segment. For a reconciliation of Adjusted EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), please read “Non-GAAP Financial Measure” below.
Net Sales
Net sales for the Company increased 2.6%, or $3.8 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to increases in net sales in our Branded Products segment, partially offset by declines in our Healthcare Apparel and Contact Centers segments.
Branded Products net sales increased 6.2%, or $5.7 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to volume increases of $7.5 million within existing customer accounts, partially offset by tariff refunds.
Healthcare Apparel net sales decreased 3.6%, or $1.0 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to tariff refunds.
Contact Centers net sales decreased 3.7% or $0.9 million, before intersegment eliminations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The 3.7% decrease versus the prior period reflects client attrition that exceeded growth from new customer acquisitions.
Gross Margin
Gross margin rate for the Company was 38.0% for the three months ended June 30, 2026 and 38.4% for the three months ended June 30, 2025. The rate decrease was primarily due to lower gross margin rates in our Healthcare Apparel and Contact Centers segments.
Gross margin rate for our Branded Products segment was 36.5% for the three months ended June 30, 2026 and 35.6% for the three months ended June 30, 2025. The rate increase was primarily driven by a favorable shift in the mix of pricing and customers.
Gross margin rate for our Healthcare Apparel segment was 32.9% for the three months ended June 30, 2026 and 35.5% for the three months ended June 30, 2025. The rate decrease was primarily driven by the impact of a $2.6 million additional write-down of inventory, partially offset by $1.8 million of net tariff refunds.
Gross margin rate for our Contact Centers segment was 50.9% for the three months ended June 30, 2026 and 52.6% for the three months ended June 30, 2025. The decrease in the gross margin rate was primarily attributable to higher employee-related costs as compared to the prior year period.
Selling and Administrative Expenses
Selling and administrative expenses decreased $0.9 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. As a percentage of net sales, total selling and administrative expenses was 34.7% for the three months ended June 30, 2026 and 36.3% for the three months ended June 30, 2025. The rate decrease was driven by expense leverage in our Branded Products segment and lower expenses in our Contact Centers segments.
Branded Products selling and administrative expenses increased $0.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. As a percentage of net sales, selling and administrative expenses was 26.4% for the three months ended June 30, 2026, down slightly from 27.5% for the three months ended June 30, 2025 driven by expense leverage from the second quarter sales increase.
Healthcare Apparel selling and administrative expenses decreased $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Selling and administrative expenses as a percentage of net sales increased to 36.5% for the three months ended June 30, 2026 from 35.7% for the three months ended June 30, 2025.
Contact Centers selling and administrative expenses decreased $1.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to a reduction in credit loss expense as compared to the prior year period. As a result, selling and administrative expenses as a percentage of net sales decreased to 44.8% for the three months ended June 30, 2026 from 48.4% for the three months ended June 30, 2025.
Corporate selling and administrative expenses were about flat to last year.
Interest Expense, Net
Interest expense, net decreased to $1.0 million for the three months ended June 30, 2026 from $1.3 million for the three months ended June 30, 2025. This decrease was due to a lower weighted average interest rate on borrowings, from 5.6% for the three months ended June 30, 2025 to 4.8% for the three months ended June 30, 2026.
Intangible Assets Impairment Charge
As a result of an interim impairment assessment, an impairment charge totaling $2.6 million was recognized in the second quarter of 2026 to reduce the carrying value of Healthcare Apparel trade names to their estimated fair value.
Income Taxes
An income tax benefit of ($0.01) million was recognized for the three months ended June 30, 2026 compared to an income tax expense of $0.3 million for the three months ended June 30, 2025. The effective tax rate was (0.8%) benefit and 15.5% expense for the three months ended June 30, 2026 and 2025, respectively. Income tax expense and the effective tax rate for the three months ended June 30, 2026 was primarily impacted by the discrete tax benefit relating to the $2.6 million trade name impairment charge recorded during the second fiscal quarter of 2026. The rate for both periods was further impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.
| Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 (in thousands) |
| For the Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Net sales: |
||||||||||||||||
| Branded Products |
$ | 189,259 | $ | 179,121 | $ | 10,138 | 5.7 | % | ||||||||
| Healthcare Apparel |
55,832 | 55,516 | 316 | 0.6 | % | |||||||||||
| Contact Centers |
45,347 | 48,202 | (2,855 | ) | (5.9 | %) | ||||||||||
| Intersegment eliminations |
(1,724 | ) | (1,697 | ) | (27 | ) | 1.6 | % | ||||||||
| Consolidated net sales |
288,714 | 281,142 | 7,572 | 2.7 | % | |||||||||||
| Gross margin: |
||||||||||||||||
| Branded Products |
66,859 | 60,703 | 6,156 | 10.1 | % | |||||||||||
| Healthcare Apparel |
19,148 | 20,149 | (1,001 | ) | (5.0 | %) | ||||||||||
| Contact Centers |
23,364 | 25,594 | (2,230 | ) | (8.7 | %) | ||||||||||
| Net intersegment eliminations |
(918 | ) | (679 | ) | (239 | ) | 35.2 | % | ||||||||
| Consolidated gross margin |
108,453 | 105,767 | 2,686 | 2.5 | % | |||||||||||
| Selling and administrative expenses: |
||||||||||||||||
| Branded Products |
50,747 | 48,852 | 1,895 | 3.9 | % | |||||||||||
| Healthcare Apparel |
20,724 | 19,604 | 1,120 | 5.7 | % | |||||||||||
| Contact Centers |
19,917 | 22,533 | (2,616 | ) | (11.6 | %) | ||||||||||
| Intersegment Eliminations |
(918 | ) | (679 | ) | (239 | ) | 35.2 | % | ||||||||
| Corporate selling and administrative expenses |
11,225 | 12,032 | (807 | ) | (6.7 | %) | ||||||||||
| Consolidated selling and administrative expenses |
101,695 | 102,342 | (647 | ) | (0.6 | %) | ||||||||||
| Interest expense, net |
1,893 | 2,495 | (602 | ) | (24.1 | %) | ||||||||||
| Tradename impairment charge |
2,600 | - | 2,600 | 100.0 | % | |||||||||||
| Income before income tax expense |
2,265 | 930 | 1,335 | 143.5 | % | |||||||||||
| Income tax expense |
210 | 137 | 73 | 53.3 | % | |||||||||||
| Net income |
$ | 2,055 | $ | 793 | $ | 1,262 | 159.1 | % | ||||||||
| Adjusted EBITDA(1) |
$ | 12,500 | $ | 9,607 | $ | 2,893 | 30.1 | % | ||||||||
(1) Please refer to "Non-GAAP Financial Measure" below for a reconciliation of Adjusted EBITDA to net income.
Net Income
The Company generated net income of $2.1 million and $0.8 million during the six months ended June 30, 2026 and 2025, respectively. The increase in net income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to growth in our Branded Products and Contact Centers segments along with a decrease in consolidated interest expense, net partially offset by a loss in our Healthcare Apparel segment.
Adjusted EBITDA
Adjusted EBITDA was $12.5 million and $9.6 million during the six months ended June 30, 2026 and 2025, respectively. The Adjusted EBITDA increase was primarily due to growth in our Branded Products and Contact Centers segments partially offset by a loss in our Healthcare Apparel segment. For a reconciliation of Adjusted EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), please read “Non-GAAP Financial Measure” below.
Net Sales
Net sales for the Company increased 2.7% or $7.6 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to increases in net sales in our Branded Products and Healthcare Apparel reportable segments, partially offset by a decline in our Contact Centers segment.
Branded Products net sales increased 5.7% or $10.1 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to $11.9 million of volume increases within existing customer accounts partially offset by tariff refunds.
Healthcare Apparel net sales increased 0.6% or $0.3 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to volume increases within existing customer accounts partially offset by tariff refunds.
Contact Centers net sales decreased 5.9% or $2.9 million, before intersegment eliminations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The 5.9% decrease versus the prior year period reflects client attrition that exceeded growth from new customer acquisitions.
Gross Margin
Gross margin rate for the Company was 37.6% for the six months ended June 30, 2026 and 2025.
Gross margin rate for our Branded Products segment was 35.3% for the six months ended June 30, 2026 and 33.9% for the six months ended June 30, 2025. The rate increase was primarily driven by a favorable shift in the mix of pricing and customers.
Gross margin rate for our Healthcare Apparel segment was 34.3% for the six months ended June 30, 2026 and 36.3% for the six months ended June 30, 2025. The rate decrease was primarily driven by the impact of a $2.6 million additional write-down of inventory, partially offset by $1.8 million net tariff refunds.
Gross margin rate for our Contact Centers segment was 51.5% for the six months ended June 30, 2026 and 53.1% for the six months ended June 30, 2025. The decrease in the gross margin rate was primarily attributable to higher employee related costs as compared to the prior year period.
Selling and Administrative Expenses
Selling and administrative expenses decreased $0.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. As a percentage of net sales, total selling and administrative expenses was 35.2% for the six months ended June 30, 2026 and 36.4% for the six months ended June 30, 2025. The rate decrease was due to an improvement in selling and administrative expenses as a percentage of net sales rates in our Branded Products and Contact Centers segments, partially offset by an increased rate in our Healthcare Apparel segment.
Branded Products selling and administrative expense increased $1.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to increased commission expense from increased gross margin. As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 26.8% for the six months ended June 30, 2026, down slightly from 27.3% for the six months ended June 30, 2025.
Healthcare Apparel selling and administrative expense increased $1.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to $1.0 million of employee severance costs. As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 37.1% for the six months ended June 30, 2026 and 35.3% for the six months ended June 30, 2025.
Contact Centers selling and administrative expense decreased $2.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to a reduction in credit loss expense as compared to the prior year period and cost reductions implemented in 2025 related to the closure of our Jamaica office. As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 43.9% for the six months ended June 30, 2026 and 46.7% for the six months ended June 30, 2025.
Corporate selling and administrative expenses decreased $0.8 million primarily due to lower third-party professional services and lower share-based compensation expenses.
Interest Expense, Net
Interest expense, net decreased to $1.9 million for the six months ended June 30, 2026 from $2.5 million for the six months ended June 30, 2025. This decrease was due to a lower weighted average interest rate on borrowings, from 5.6% for the six months ended June 30, 2025 to 4.8% for the six months ended June 30, 2026.
Intangible Assets Impairment Charge
As a result of an interim impairment assessment, an impairment charge totaling $2.6 million was recognized in the second quarter of 2026 to reduce the carrying value of Healthcare Apparel trade names to their estimated fair value.
Income Taxes
Income tax expense increased to $0.2 million for the six months ended June 30, 2026 from $0.1 million for the six months ended June 30, 2025. The effective tax rate was 9.3% and 14.7% for the six months ended June 30, 2026 and 2025, respectively. Income tax expense and the effective tax rate for the six months ended June 30, 2026 was primarily impacted by the discrete tax benefit relating to the $2.6 million trade name impairment charge recorded during the current quarter, as well as items related to the Company’s share-based compensation and long-term incentive plans. The rate for both periods was further impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, which are subject to various statutory tax rates in those jurisdictions. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.
Liquidity and Capital Resources
Liquidity Analysis
Short-Term Liquidity
For the next twelve months, our primary capital requirements are for capital to maintain our operations, meet contractual obligations, primarily consisting of our revolving credit facility, term loan and operating leases, and fund any potential merger and acquisition activity, capital expenditures, dividends, stock repurchases and other general corporate purposes. Management believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements for the next twelve months.
Long-Term Liquidity
Beyond the next twelve months, our principal demand for funds will be for maintenance of our core business, to satisfy long-term contractual obligations, stock repurchases, any potential merger and acquisition activity and the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of its facilities and technology. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions. The Company's material contractual obligations include outstanding debt, long-term pension liability, operating leases, acquisition-related contingent liabilities and non-qualified deferred compensation plan liabilities in Other Liabilities. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements.
Cash Requirements
Working Capital Needs
The Company carries inventories of both raw materials and finished products, the practice of which requires substantial working capital, which we believe to be common in the industry. The Company also requires working capital to invest in new product lines and technologies.
Capital expenditures
Capital expenditures were $1.9 million and $2.7 million for the six months ended June 30, 2026 and 2025, respectively.
Sources of Capital and Liquidity
Cash Flows from Operations
Net cash provided by operating activities primarily results from cash collected from customers for our promotional products, branded uniforms, healthcare apparel and accessories, offset by cash payments made for raw materials, finished goods, salaries and payroll related benefits, leases and other general corporate expenditures.
For the six months ended June 30, 2026, net cash provided by operating activities was $17.7 million. Cash collections from customers exceeded aggregate cash payments to vendors, lessors and employees, primarily driven by the Company's collection of receivable balances and by reduced inventory purchasing, which provided $2.4 million of cash in the current period compared to $10.7 million of cash outflows in the prior year period. These sources were partially offset by an $8.2 million increase in contract assets.
For the six months ended June 30, 2025, net cash provided by operating activities was $2.9 million. Cash collections from customers exceeded aggregate cash payments to vendors, lessors, employees and lenders. These cash payments included $10.7 million of cash outflows for inventory purchases, up from the prior year primarily due to the timing of purchases.
Credit Facilities and Debt Activity
The Company’s primary source of liquidity has been its net income and the use of credit facilities and term loans. The Company has access to a revolving credit facility with a maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions.
For the six months ended June 30, 2026, the Company had $26.0 million in borrowings and $35.0 million in payments on the revolving credit facility. For the six months ended June 30, 2026, the Company had $2.8 million in payments on the term loan.
For the six months ended June 30, 2025, the Company had $57.0 million in borrowings and $41.0 million in payments on the revolving credit facility. For the six months ended June 30, 2025, the Company had $2.8 million in payments on the term loan.
In the future, the Company may continue to use credit facilities and other secured and unsecured borrowings as a source of liquidity. 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.
Dividends and Share Repurchase Program
During the six months ended June 30, 2026 and 2025, the Company paid cash dividends of $4.4 million and $4.5 million, respectively. The Company anticipates that it will continue to pay dividends in the future as financial conditions permit.
On March 20, 2026, the Company entered into a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to $2.5 million in shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the $17.5 million share repurchase program previously authorized by the Company’s Board of Directors, which was announced by the Company on March 11, 2025. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Plan allows the Company to repurchase shares up to the Repurchase Limit commencing March 21, 2026 and ending on the earlier of the date on which the Repurchase Limit is reached or other events specified in the Plan. Repurchases of common stock under the Plan will be administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plan.
Critical Accounting Estimates
See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2025.
Interim Impairment Tests:
The Company performs its goodwill and indefinite-lived intangible impairment tests annually as of August 31st or more frequently as events or changes in circumstances warrant.
Indefinite-lived Intangible Assets:
An indicator of impairment related to the CID Resources indefinite lived intangible assets was identified during the second quarter of 2026 for which a quantitative interim impairment test was performed. We conducted a quantitative assessment using the relief-from-royalty method, which we believe to be an acceptable methodology due to its common use by valuation specialists in determining the fair value of intangible assets. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these assets. The assumptions that have the most significant effect on the fair value calculations are the royalty rates, projected revenue growth rates, discount rates, and terminal values. Each royalty rate is determined based on the profitability of the trade name to which it relates. The impairment was primarily driven by updated assumptions reflecting lower expected future sales and profitability of the brands.
In determining the fair value of our trade name indefinite lived intangible assets as of June 30, 2026, we used the following key assumptions:
• Royalty rates of 0.5% - 2.5%;
• A tax rate of 27.0%;
• A long-term growth rate of 3.0%; and
• Assumed discount rate of 17.0%.
As a result of the impairment assessment, an impairment charge totaling $2.6 million was recognized in the second quarter of 2026 to reduce the carrying value of the trade names to their estimated fair value.
Non-GAAP Financial Measure
Adjusted EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, net, income tax expense, depreciation and amortization expense and impairment charges. The Company believes Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences, (iii) asset base (depreciation and amortization) and (iv) impairments. The Company uses Adjusted EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used Adjusted EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs.
Adjusted EBITDA is not a measure of financial performance under GAAP. Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate Adjusted EBITDA are significant components in understanding and assessing the Company’s results of operations. The Company’s Adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted EBITDA in the same manner.
The following table reconciles net income to Adjusted EBITDA (in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income |
$ | 1,221 | $ | 1,551 | $ | 2,055 | $ | 793 | ||||||||
| Interest expense, net |
981 | 1,250 | 1,893 | 2,495 | ||||||||||||
| Income tax (benefit) expense |
(10 | ) | 285 | 210 | 137 | |||||||||||
| Segment depreciation and amortization |
2,812 | 2,888 | 5,597 | 6,002 | ||||||||||||
| Corporate depreciation and amortization |
72 | 90 | 145 | 180 | ||||||||||||
| Tradename impairment charge |
2,600 | - | 2,600 | - | ||||||||||||
| Adjusted EBITDA |
$ | 7,676 | $ | 6,064 | $ | 12,500 | $ | 9,607 | ||||||||
Cautionary Note 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,” 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) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) statements of expected industry and general economic trends.
Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the following: the impact of competition; the impact of global conflicts, such as the Russia-Ukraine War and the joint U.S.-Israeli War with Iran in 2026, uncertainties related to tariffs, duties, trade wars and related matters, supply disruptions, inflationary environments (including with respect to shipping costs and the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages), and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the Company’s ability to maintain effective internal control over financial reporting; and other factors described in the Company’s filings with the Securities and Exchange Commission (the "SEC"), including those risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 entitled "Risk Factors" and other disclosures contained therein and in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. 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.
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 Koempel, 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 changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 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. Legal Proceedings
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. 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. 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, 2025.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the quarter ended June 30, 2026, that were not previously reported in a current report on Form 8-K.
The table below sets forth 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 common stock during the three months ended June 30, 2026.
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1), (2) |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) |
||||||||||||
| April 1, 2026 to April 30, 2026 |
- | $ | - | - | ||||||||||||
| May 1, 2026 to May 31, 2026 |
7,353 | 11.54 | 7,353 | |||||||||||||
| June 1, 2026 to June 30, 2026 |
- | - | - | |||||||||||||
| Total |
7,353 | $ | 11.54 | 7,353 | $ | 9,311,902 | ||||||||||
| (1) | For the three months ended June 30, 2026 there were no shares tendered by employees in connection with the exercise of stock options under the Company's shareholder-approved 2022 Equity Incentive and Awards Plan. |
| (2) | The above table excludes 4,660 shares withheld for taxes and 1,500 forfeited shares, both of which are included in common shares repurchased and retired in the statements of shareholders' equity. |
| (3) | On March 20, 2026, the Company entered into the Plan for the purpose of repurchasing up to $2.5 million in shares of the Company’s outstanding common stock in accordance with the $17.5 million Program previously authorized by the Company’s Board of Directors, which was announced by the Company on March 11, 2025. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The Plan allows the Company to repurchase shares up to the Repurchase Limit commencing March 21, 2026 and ending on the earlier of the date on which the Repurchase Dollar Limit is reached or other events specified in the Plan. Repurchases of common stock under the Plan will be administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plan. |
Under our Credit Agreement, if an event of default exists, we may not make distributions to our shareholders. The Credit Agreement also contains other restrictions. See Note 5 to our Condensed Notes to the Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q.
ITEM 3. Defaults upon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Not applicable.
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 10.1*,# | Employment Agreement, dated May 26, 2026, between Superior Group of Companies, Inc. and Michael Benstock. | |
| 10.2# | Employment Agreement, effective March 23, 2026, between CID Resources, Inc. and Christopher Heyn. | |
| 31.1* | Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification by the Chief Financial Officer (Principal Financial 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+ |
Inline XBRL Instance Document. |
|
| 101.SCH+ |
Inline XBRL Taxonomy Extension Schema. |
|
| 101.CAL+ |
Inline XBRL Taxonomy Extension Calculation Linkbase. |
|
| 101.DEF+ |
Inline XBRL Taxonomy Extension Definition Linkbase. |
|
| 101.LAB+ |
Inline XBRL Taxonomy Extension Label Linkbase. |
|
| 101.PRE+ |
Inline XBRL Taxonomy Extension Presentation Linkbase. |
|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
**Furnished herewith.
+ Submitted electronically herewith.
# Portions omitted in accordance with Item 601(b) of Regulation S-K.
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: August 4, 2026 | SUPERIOR GROUP OF COMPANIES, INC. | |
| By | /s/ Michael Benstock | |
| Michael Benstock | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 4, 2026 | ||
| By | /s/ Michael Koempel | |
| Michael Koempel | ||
| President & Chief Financial Officer (Principal Financial Officer) |
||