What changed in this filing

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Item 1. Business

2025-03-11 compared with 2024-03-14 · 24 added, 15 removed, 98 unchanged (28% of the section changed)

4 unchanged sentences

In 2018, the Company changed its name to Superior Group of Companies, Inc.

On May 1, 2022, the Company, through BAMKO, acquired substantially all of the assets of Guardian Products, Inc.

(“Guardian”) based in Norcross, Georgia.

Guardian is a branded merchandise company that is one of the leading providers of promotional products to automotive dealers nationwide.

Superior is comprised of three reportable business segments:

1 unchanged sentence

Superior’s Branded Products segment, primarily through its signature marketing brands BAMKO® and HPI®, produces and sells customized merchandise, 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 chain retailer, food service, entertainment, technology, transportation and a wide range of other industries.

The segment currently has sales offices in the United States, Canada, Brazil, the United Kingdom and Colombia, with support services in China and India.

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 chain retail, food service, entertainment, technology, transportation and a wide range of other industries.

The segment currently has sales offices in the United States and Brazil, with support services in China and India.

Superior’s Healthcare Apparel segment, primarily through its signature marketing brands Fashion Seal Healthcare®, CID Resources and Wink®, and its license with Carhartt® 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 gowns.

25 unchanged sentences

Our products are either distributed through our distribution centers in the United States or shipped directly from our vendors to our customers.

For a depiction of net sales from external customers, Segment Adjusted EBITDA and total assets by segment for the years ended December 31, 2023 and 2022, please refer to Note 17 to our Consolidated Financial Statements included in Part II, Item 8 (“Financial Statements and Supplementary Data”) (collectively referred to as “Financial Statements,” and individually referred to as “statements of comprehensive income (loss),” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein).

For a depiction of net sales from external customers and Segment EBITDA by segment for the years ended December 31, 2024 and 2023, please refer to Note 2 to our Consolidated Financial Statements included in Part II, Item 8 (“Financial Statements and Supplementary Data”) (collectively referred to as “Financial Statements,” and individually referred to as “statements of comprehensive income (loss),” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein).

During the years ended December 31, 2024 and 2023, our Branded Products segment accounted for approximately 62% and 63%, respectively, of net sales.

2 unchanged sentences

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations – Business Outlook, ” which disclosure is incorporated herein by reference.

Through the recruitment and employment of highly qualified English, Spanish and bilingual-speaking agents, we provide our customers with outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers in our Contact Centers segment.

Through the recruitment and employment of highly qualified English, Spanish and bilingual-speaking agents, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers in our Contact Centers segment.

During the years ended December 31, 2024 and 2023, our Contact Centers segment accounted for approximately 17% and 16%, respectively of net sales.

5 unchanged sentences

Major competitors for our Healthcare Apparel segment include companies such as Medline Industries, Inc., Careismatic Brands, Barco Uniforms, Inc., FIGS, Inc., Encompass Medical and Standard Textile Co., Inc.

We are a significant supplier of caregiver and patient apparel to hospitals, laundries and distributors that service hospitals and consumers.

We are a significant supplier of patient and caregiver apparel to hospitals, laundries and distributors that service hospitals and consumers.

We believe that the strength of our brands and marketing, coupled with the quality of our products, allow us to compete effectively.

1 unchanged sentence

TOG’s competitors in the Contact Centers segment range in size from very small firms offering specialized services or short-term project completion to very large firms, and include the in-house operations of many customers and potential customers.

We compete directly and indirectly with various companies that provide contact center and other business process solutions on an outsourced basis such as TaskUs, Transparent BPO, Concentrix + Webhelp, Focus Services, Ubiquity, CCI and RDI.

We compete directly and indirectly with various companies that provide contact center and other business process solutions on an outsourced basis such as TaskUs, Inc., Transparent BPO, Concentrix + Webhelp, Focus Services LLC, Ubiquity, CCI and RDI.

TOG also competes with local entities in other offshore locations.

The list of potential competitors includes both publicly traded and privately held companies.

Branded Products, Healthcare Apparel and Contact Centers segments have a substantial number of customers, none of which accounted for more than 10% of each segment’s 2023 net sales.

Branded Products and Contact Center segments have a substantial number of customers, none of which accounted for more than 10% of either segment’s 2024 net sales.

Our Healthcare Apparel segment has one customer who accounts for 10% of the segment’s 2024 net sales.

Resources Material to Our Business

2 unchanged sentences

The majority of such fabrics are sourced in China.

If Superior or its suppliers are unable to source raw materials from China, it could significantly disrupt Superior’s business as it also would for our competitors.

Superior 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 Bangladesh, China, Haiti, Madagascar, Vietnam and the United States.

Additionally, we generally source or manufacture apparel in parts of the world that may be affected by economic uncertainty, political unrest, labor disputes, health emergencies, or the imposition of duties, tariffs or other import regulations by the United States.

If Superior or its suppliers are unable to source raw materials from China, it could significantly disrupt Superior’s business as it also would for many of our competitors.

Bangladesh, China, Haiti, Madagascar, Vietnam and the United States.

Additionally, we generally source or manufacture apparel in parts of the world that may be affected by economic uncertainty, political unrest, labor disputes, health emergencies, natural disasters or the imposition of duties, tariffs or other import regulations by the United States.

The Company believes that its vast redundant network of suppliers, including its own manufacturing facilities in Haiti, provide sufficient capacity to mitigate most dependency risks on a single supplier.

11 unchanged sentences

Superior’s most significant trademarks, which are critically important to the marketing and operation of Superior’s Healthcare Apparel segment, are Fashion Seal Healthcare® and Wink®.

For the year ended December 31, 2023, Fashion Seal Healthcare (presently registered with the United States Patent and Trademark Office until 2029) and Wink™ represented approximately 39% and 43%, respectively, of sales in that segment.

Seasonal Fluctuations

7 unchanged sentences

Further, we are affected by economic, political and other conditions in China and the United States, including those resulting in the imposition or increase of import duties, tariffs and other import regulations and those relating to widespread health emergencies and deteriorating diplomatic relations with China, which could have a material adverse effect on this business segment.

See “ Risk Factors - Changes to trade regulation, quotas, duties, tariffs or other restrictions caused by the changing U.S.

and geopolitical environments or otherwise, such as those with respect to China, which may materially harm our revenue and results of operations, such as by increasing our costs and/or limiting the amount of products that we can import.

Environmental Matters

11 unchanged sentences

and approximately 6,380 employees were employed in foreign countries.

The Contact Centers segment has the Company’s largest labor force at approximately 4,300 full-time employees as of December 31, 2023.

The Contact Centers segment has the Company’s largest labor force at approximately 4,300 employees as of December 31, 2024.

Recent Acquisitions

On December 4, 2024, the Company, through BAMKO, acquired substantially all of the assets of Cormark Inc.

doing business as 3Point Brand Management ("3Point or acquired company"), for a total purchase price of $6.4 million.

The acquired company is an advertising company that specializes in creating a brand for some the country’s biggest brands through apparel, promotional marketing and other products.

The purchase price for the acquisition consisted of the following:

(a) $4.0 million of cash consideration, (b) the issuance of 89,445 restricted shares of Superior’s common stock valued at $1.5 million, and (c) estimated contingent future payments of $0.9 million based on the results of the acquired business through December 2027.

The restricted shares vest ratably over a three-year period and are subject to transfer restrictions.

The total payments related to the contingent future payment is capped at $0.9 million per year and $2.6 million over the three year measurement period.

Total goodwill recorded in connection with the acquisition was $2.3 million, and assigned to the Branded Products reportable segment.

Available Information

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business